10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

US Airways Group, Inc.

(Exact name of registrant as specified in its charter)

(Commission File No. 1-8444)

54-1194634 (IRS Employer Identification No.)

111 West Rio Salado Parkway, Tempe, Arizona 85281
(Address of principal executive offices, including zip code)

America West Airlines, Inc.

(Exact name of registrant as specified in its charter)

(Commission File No. 0-12337)

86-0418245 (IRS Employer Identification No.)

4000 East Sky Harbor Blvd., Phoenix, Arizona 85034
(Address of principal executive offices, including zip code)

US Airways, Inc.

(Exact name of registrant as specified in its charter)

(Commission File No. 1-8442)

53-0218143 (IRS Employer Identification No.)

111 West Rio Salado Parkway, Tempe, Arizona 85281
(Address of principal executive offices, including zip code)

(480) 693-0800
(Registrants’ telephone number, including area code)

Delaware
(State of Incorporation of all Registrants)

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ      No  o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

US Airways Group, Inc.	Large accelerated filer	o	Accelerated filer	þ	Non-accelerated filer	o
America West Airlines, Inc.	Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer	þ
US Airways, Inc.	Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

US Airways Group, Inc.	Yes	o	No	þ
America West Airlines, Inc.	Yes	o	No	þ
US Airways, Inc.	Yes	o	No	þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

US Airways Group, Inc.	Yes	þ	No	o
US Airways, Inc.	Yes	þ	No	o

As of July 21, 2006, there were approximately 88,037,344 shares of US Airways Group, Inc. common stock outstanding.

As of July 21, 2006, America West Airlines, Inc. had 1,000 shares of Class B common stock outstanding, all of which were held by America West Holdings Corporation.

As of July 21, 2006, US Airways, Inc. had 1,000 shares of common stock outstanding, all of which were held by US Airways Group, Inc.

US Airways Group, Inc.
Form 10-Q
Quarterly Period Ended June 30, 2006

Table of Contents

		Page
Part I.	Financial Information
Item 1A.	Condensed Consolidated Financial Statements of US Airways Group, Inc.
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 1B.	Condensed Consolidated Financial Statements of America West Airlines, Inc.
	Condensed Consolidated Statements of Operations	21
	Condensed Consolidated Balance Sheets	22
	Condensed Consolidated Statements of Cash Flows	23
	Notes to the Condensed Consolidated Financial Statements	24
Item 1C.	Condensed Financial Statements of US Airways, Inc.
	Condensed Statements of Operations	33
	Condensed Balance Sheets	34
	Condensed Statements of Cash Flows	35
	Notes to the Condensed Financial Statements	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	79
Item 4.	Controls and Procedures	80
Part II.	Other Information
Item 1.	Legal Proceedings	81
Item 1A.	Risk Factors	84
Item 4.	Submission of Matters to a Vote of Security Holders	93
Item 6.	Exhibits	94
Signatures		95
EX-10.1
EX-10.3
EX-31.1
EX-31.2
EX-31.3
EX-31.4
EX-31.5
EX-31.6
EX-32.1
EX-32.2
EX-32.3

1

     This combined Quarterly Report on Form 10-Q is filed by US Airways Group, Inc. (“US Airways Group”) and its direct and indirect wholly owned subsidiaries US Airways, Inc. (“US Airways”) and America West Airlines, Inc. (“AWA”). AWA is a wholly owned subsidiary of America West Holdings Corporation (“America West Holdings”), which is a wholly owned subsidiary of US Airways Group. References in this Form 10-Q to “we,” “us,” “our” and the “Company” refer to US Airways Group and its consolidated subsidiaries.

Note Concerning Forward-Looking Statements

     Certain of the statements contained in this report should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” and “continue” and similar terms used in connection with statements regarding the Company’s outlook, expected fuel costs, the revenue environment, and the Company’s expected financial performance. These statements include, but are not limited to, statements about the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause the Company’s actual results and financial position to differ materially from these statements. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A of US Airways Group’s, AWA’s and US Airways’ Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form 10-K”) ”), as updated in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (the “First Quarter 2006 10-Q”) and further updated in Part II, Item 1A herein, and the following:

• the impact of significant disruptions in the supply of aircraft fuel and historically high fuel prices;

• our high level of fixed obligations;

• our ability to integrate the management, operations and labor groups of US Airways Group and America West Holdings;

• our ability to achieve the synergies anticipated as a result of the merger and to achieve those synergies in a timely manner;

• the impact of continued significant operating losses;

• labor costs and relations with unionized employees generally and the impact and outcome of labor negotiations;

• changes in prevailing interest rates;

• reliance on automated systems and the impact of any failure of these systems;

• our ability to obtain and maintain normal terms with vendors and service providers;

• security-related and insurance costs;

• the impact of global instability, including the current instability in the Middle East, the continuing impact of the military presence in Iraq and Afghanistan and the terrorist attacks of September 11, 2001 and the potential impact of future hostilities, terrorist attacks, infectious disease outbreaks or other global events;

• changes in government legislation and regulation;

2

• our ability to use pre-merger NOLs and certain other tax attributes;

• competitive practices in the industry, including significant fare restructuring activities, capacity reductions and in court or out of court restructuring by major airlines;

• continued existence of prepetition liabilities;

• weather conditions;

• our ability to obtain and maintain any necessary financing for operations and other purposes;

• our ability to maintain adequate liquidity;

• our ability to maintain contracts that are critical to our operations;

• our ability to operate pursuant to the terms of our financing facilities (particularly the financial covenants);

• our ability to attract and retain customers;

• the cyclical nature of the airline industry;

• our ability to attract and retain qualified personnel;

• economic conditions; and

• other risks and uncertainties listed from time to time in our reports to the Securities and Exchange Commission.

          All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part I, Item 1A of the 2005 Form 10-K as updated in Part II, Item 1A of the First Quarter 2006 Form 10-Q and further updated in Part II, Item 1A herein. There may be other factors not identified above or in the 2005 Form 10-K of which we are 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. We assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these estimates other than as required by law. Any forward-looking statements speak only as of the date of this Form 10-Q.

Part I. Financial Information

     On September 27, 2005, US Airways Group consummated the transactions contemplated by its plan of reorganization, including the merger transaction with America West Holdings. As a result of the merger, America West Holdings became a wholly owned subsidiary of US Airways Group. While the merger was structured such that US Airways Group was the legal acquirer, the merger has been accounted for as a reverse acquisition such that America West Holdings has been treated as the accounting acquirer. Financial information for periods prior to the merger include the accounts and activities of America West Holdings. America West Holdings is the holding company that owns all of the stock of AWA. This combined Form 10-Q is filed by US Airways Group, AWA and US Airways and includes the financial statements of each company in Item 1A, Item 1B and Item 1C, respectively.

3

     Item 1A. Condensed Consolidated Financial Statements of US Airways Group, Inc.

US Airways Group, Inc.

Condensed Consolidated Statements of Operations
(in millions, except share and per share amounts)
(unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
Operating Revenues
Mainline passenger	$	2,186		$	657		$	3,996		$	1,234
Express passenger		780			129			1,392			233
Cargo		37			8			74			17
Other		188			51			378			96
Total Operating Revenues		3,191			845			5,840			1,580
Operating Expenses
Aircraft fuel and related taxes		669			199			1,223			359
Gain on fuel hedging instruments, net		(29	)		(9	)		(56	)		(69	)
Salaries and related costs		542			174			1,045			349
Express expenses		660			136			1,276			247
Aircraft rent		180			81			365			158
Aircraft maintenance		153			66			291			120
Other rent and landing fees		145			46			285			87
Selling expenses		121			44			228			81
Special items, net		35			—			(9	)		1
Depreciation and amortization		45			12			90			23
Other		328			83			635			166
Total operating expenses		2,849			832			5,373			1,522
Operating income		342			13			467			58
Nonoperating income (expense)
Interest income		41			2			66			4
Interest expense, net		(72	)		(20	)		(147	)		(39	)
Other, net		—			2			(11	)		2
Nonoperating expense, net		(31	)		(16	)		(92	)		(33	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		311			(3	)		375			25
Income tax provision		6			—			6			—
Income (loss) before cumulative effect of change in accounting principle		305			(3	)		369			25
Cumulative effect of change in accounting principle, net		—			—			1			(202	)
Net income (loss)	$	305		$	(3	)	$	370		$	(177	)
Unaudited pro forma net income (loss) assuming change in method of accounting was applied retroactively (Note 1)	$	305		$	(3	)	$	369		$	25

4

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2006		2005			2006		2005
Earnings (loss) per common share:
Basic:
Before cumulative effect of change in accounting principle	$	3.55	$	(0.20	)	$	4.40	$	1.70
Cumulative effect of change in accounting principle		—		—			0.01		(13.59	)
Net income (loss) per common share		3.55		(0.20	)		4.41		(11.89	)
Diluted:
Before cumulative effect of change in accounting principle	$	3.25	$	(0.20	)	$	4.02	$	1.31
Cumulative effect of change in accounting principle		—		—			0.01		(9.20	)
Net income (loss) per common share		3.25		(0.20	)		4.03		(7.89	)
Shares used for computation (in thousands):
Basic		85,886		14,863			83,794		14,856
Diluted		94,673		14,863			94,012		21,943

See accompanying notes to the condensed consolidated financial statements.

5

US Airways Group, Inc.

Condensed Consolidated Balance Sheets
June 30, 2006 and December 31, 2005
(unaudited)
(in millions, except share and per share amounts)

	June 30,			December 31,
	2006			2005
ASSETS
Current assets
Cash and cash equivalents	$	1,097		$	1,125
Short-term investments		1,123			452
Restricted cash		4			8
Accounts receivable, net		467			353
Materials and supplies, net		228			229
Prepaid expenses and other		498			392
Total current assets		3,417			2,559
Property and equipment
Flight equipment		1,985			1,920
Ground property and equipment		557			532
Less accumulated depreciation and amortization		(498	)		(431	)
		2,044			2,021
Equipment purchase deposits		40			43
Total property and equipment		2,084			2,064
Other assets
Goodwill		701			732
Other intangibles, net		567			583
Restricted cash		984			792
Other assets, net		235			234
Total other assets		2,487			2,341
Total assets	$	7,988		$	6,964
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of debt and capital leases	$	113		$	211
Accounts payable		469			457
Air traffic liability		1,214			788
Accrued compensation and vacation		230			210
Accrued taxes		191			146
Other accrued expenses		861			847
Total current liabilities		3,078			2,659
Noncurrent liabilities and deferred credits
Long-term debt and capital leases, net of current maturities		2,903			2,749
Deferred gains and credits		229			254
Employee benefit liabilities and other		851			882
Total noncurrent liabilities and deferred credits		3,983			3,885
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 48,800,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value; 200,000,000 shares authorized, 87,003,337 shares outstanding at June 30, 2006; 81,668,989 shares outstanding at December 31, 2005		1			1
Additional paid-in capital		1,395			1,258
Accumulated deficit		(456	)		(826	)
Treasury stock, common stock, 413,993 shares at June 30, 2006 and December 31, 2005		(13	)		(13	)
Total stockholders’ equity		927			420
Total liabilities and stockholders’ equity	$	7,988		$	6,964

See accompanying notes to the condensed consolidated financial statements.

6

US Airways Group, Inc.

Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)

	Six Months Ended June 30,
	2006			2005
Net cash provided by operating activities	$	675		$	224
Cash flows from investing activities
Purchases of property and equipment		(113	)		(97	)
Purchase of short-term investments		(980	)		(284	)
Sales of short-term investments		309			234
Increase in long-term restricted cash		(193	)		(20	)
Proceeds from disposition of assets		2			1
Net cash used for investing activities		(975	)		(166	)
Cash flows from financing activities
Repayments of debt		(1,128	)		(87	)
Proceeds from issuance of debt		1,375			—
Proceeds from issuance of common stock, net		25			—
Other		—			(4	)
Net cash provided by (used for) financing activities		272			(91	)
Net decrease in cash and cash equivalents		(28	)		(33	)
Cash and cash equivalents at beginning of period		1,125			149
Cash and cash equivalents at end of period	$	1,097		$	116
Non-cash investing and financing activities
Reclassification of investments in debt securities to short-term investments	$	—		$	30
Notes payable issued under aircraft purchase agreement		—			9
Notes payable cancelled under aircraft purchase agreement		4			7
Conversion of 7.5% Convertible Senior Notes, net of discount of $17 million to common stock		95			—
Equipment purchases financed by capital leases		3			—
Supplemental information
Cash paid for interest, net of amounts capitalized	$	124		$	—
Income taxes paid		3			—

See accompanying notes to the condensed consolidated financial statements.

7

US Airways Group, Inc.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Basis of presentation and summary of significant accounting policies

     The accompanying unaudited condensed consolidated financial statements of US Airways Group, Inc. (“US Airways Group” or the “Company”) should be read in conjunction with the financial statements contained in US Airways Group’s Annual Report on Form 10-K for the year ended December 31, 2005. The accompanying unaudited condensed consolidated financial statements include the accounts of US Airways Group and its wholly owned subsidiaries. Principal subsidiaries include US Airways, Inc. (“US Airways”), America West Airlines, Inc. (“AWA”), Piedmont Airlines, Inc. (“Piedmont”) and PSA Airlines, Inc. (“PSA”). All significant intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified to conform with the 2006 presentation.

     On September 27, 2005, US Airways Group consummated the transactions contemplated by its plan of reorganization, including the merger transaction with America West Holdings Corporation (“America West Holdings”). As a result of the merger, America West Holdings became a wholly owned subsidiary of US Airways Group. While the merger was structured such that US Airways Group was the legal acquirer, the merger has been accounted for as a reverse acquisition such that America West Holdings has been treated as the accounting acquirer. Financial information for periods prior to the merger includes the accounts and activities of America West Holdings, the holding company of AWA.

     Management believes that all adjustments, consisting of normally recurring items, necessary for the fair presentation of results have been included in the unaudited condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to passenger revenue recognition, impairment of goodwill, impairment of long-lived and intangible assets, the frequent traveler programs and the estimates of fair value for assets and liabilities established in purchase accounting.

     In the fourth quarter of 2005, AWA changed its method of accounting for certain maintenance costs from the deferral method to the direct expense method. The effect of this change in accounting for aircraft maintenance and repairs is recorded as a cumulative effect of a change in accounting principle. The increase in the net loss for the six months ended June 30, 2005 of $202 million is the cumulative effect on retained earnings of the adoption as of January 1, 2005. The cumulative effect of the change in accounting principle is not presented net of tax as any tax effects resulting from the change have been immediately offset by the recording of a valuation allowance through the same financial statement caption.

     There was no activity within other comprehensive income for the three months and six months ended June 30, 2006 and 2005. Comprehensive income encompasses net income and other comprehensive income, which includes all other non-owner transactions and events that change stockholders’ equity.

8

Frequent Traveler Program

     At the time of the merger, US Airways Group’s principal operating subsidiaries, AWA and US Airways, maintained separate frequent travel award programs known as “FlightFund” and “Dividend Miles,” respectively. These programs provide a variety of awards to program members based on accumulated mileage. In May 2006, the two programs were merged into the new Dividend Miles program, which is substantially the same as the former US Airways program. As part of the merger of the plans, the accounts of members participating in both programs were merged into single accounts of the new program. Members of the new Dividend Miles program can redeem miles on either AWA, US Airways, or other members of the Star Alliance. In the second quarter of 2006, the Company recorded $11 million of expense in Special items, net – merger related transition expenses to increase its estimated cost of providing free travel based on the terms of the new Dividend Miles program, due to a $12 million increase from members of the former FlightFund program gaining access to international routes operated by US Airways and Star Alliance members, partially offset by $1 million from reduced booking fees as a result of combining the two programs.

     The estimated cost of providing the free travel, using the incremental cost method as adjusted for estimated redemption rates, is recognized as a liability and charged to operations as program members accumulate mileage and requisite mileage award levels are achieved. For travel awards on partner airlines, the liability is based on the average contractual amount to be paid to the other airline per redemption.

2. Special items

     Special items as shown on the condensed consolidated statements of operations include the following charges (credits) for the three and six months ended June 30, 2006 and 2005 (in millions):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2006		2005		2006			2005
Airbus restructuring (a)	$	—	$	—	$	(90	)	$	—
Merger related transition expenses (b)		35		—		81			—
Other		—		—		—			1
Special items, net	$	35	$	—	$	(9	)	$	1

(a) In connection with the merger and the Airbus Memorandum of Understanding (“Airbus MOU”) executed between US Airways Group, US Airways and AWA, certain aircraft firm orders were restructured. In connection with that restructuring, US Airways Group and America West Holdings were required to pay restructuring fees totaling $89 million by means of set-off against existing equipment deposits of US Airways and AWA held by Airbus of $39 million and $50 million, respectively. Also in connection with the Airbus MOU, US Airways and AWA entered into two loan agreements with commitments of up to $161 million and $89 million. As described in further detail in Note 5, on March 31, 2006, the outstanding principal and accrued interest on the $89 million loan was forgiven upon repayment in full of the $161 million loan in accordance with the terms of the Airbus Loans. As a result, the Company recognized a gain associated with the return of these equipment deposits upon forgiveness of the loan totaling $90 million, consisting of the $89 million in equipment deposits and accrued interest of $1 million.

9

(b)

In connection with the merger, the Company incurred $35 million of transition and merger integration costs in the second quarter of 2006. These items included $8 million in personnel costs primarily for severance, retention payments and stock awards, $11 million of costs associated with the integration of the AWA FlightFund and US Airways Dividend Miles frequent traveler programs, $2 million in merger related aircraft lease return expenses, $2 million of aircraft livery costs, $8 million in professional and technical fees, including continuing professional fees associated with US Airways’ bankruptcy proceedings, $2 million in employee moving expenses, $1 million of transition-related sales and marketing program expenses and $1 million in other expenses.

In connection with the merger, the Company incurred $81 million of transition and merger integration costs in the first six months of 2006. These items included $29 million in personnel costs primarily for severance, retention payments and stock awards, $11 million of costs associated with the integration of the AWA FlightFund and US Airways Dividend Miles frequent traveler programs, $9 million in merger related aircraft lease return expenses, $9 million of aircraft livery costs, $15 million in professional and technical fees, including continuing professional fees associated with US Airways’ bankruptcy proceedings, $5 million in employee moving expenses, $1 million of transition-related sales and marketing program expenses, $1 million in programming expenses and $1 million in other expenses.

3. Earnings (loss) per share

     Basic earnings (loss) per share (“EPS”) is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding employee stock options, employee stock appreciation rights, employee restricted stock units, warrants and convertible debt. The following table presents the computation of basic and diluted EPS for the three and six months ended June 30, 2006 and 2005 (in millions, except share and per share amounts):

	Three Months Ended					Six Months Ended
	June 30,		June 30,				June 30,		June 30,
	2006		2005				2006		2005
Basic earnings (loss) per share:
Income (loss) before cumulative effect of change in accounting principle	$	305	$	(3	)		$	369	$	25
Cumulative effect of change in accounting principle		—		—				1		(202	)
Net income (loss)	$	305	$	(3	)		$	370	$	(177	)
Weighted average common shares outstanding (in thousands)		85,886		14,863				83,794		14,856
Basic earnings (loss) per share:
Before cumulative effect of change in accounting principle	$	3.55	$	(0.20	)		$	4.40	$	1.70
Cumulative effect of change in accounting principle		—		—				0.01		(13.59	)
Net earnings (loss) per share	$	3.55	$	(0.20	)		$	4.41	$	(11.89	)
Diluted earnings (loss) per share:
Cumulative effect of change in accounting principle	$	305	$	(3	)		$	369	$	25
Cumulative effect of change in accounting principle		—		—				1		(202	)
Net income (loss)		305		(3	)			370		(177	)

10

	Three Months Ended					Six Months Ended
	June 30,		June 30,				June 30,		June 30,
	2006		2005				2006		2005
Interest expense on 7.5% convertible senior notes		—		—				4		—
Interest expense on 7.25% convertible senior notes		—		—				—		4
Interest expense on 7.0% senior convertible notes		3		—				5		—
Income (loss) for purposes of computing diluted net income (loss) per share	$	308	$	(3	)		$	379	$	(173	)
Share computation (in thousands):
Weighted average common shares outstanding		85,886		14,863				83,794		14,856
Dilutive effect of stock awards and warrants		2,469		—				2,158		3,747
Assumed conversion of 7.5% convertible senior notes		358		—				2,100		—
Assumed conversion of 7.25% convertible senior notes		—		—				—		3,340
Assumed conversion of 7.0% senior convertible notes		5,960		—				5,960		—
Weighted average common shares outstanding as adjusted		94,673		14,863				94,012		21,943
Diluted earnings (loss) per share:
Before cumulative effect of change in accounting principle	$	3.25	$	(0.20	)		$	4.02	$	1.31
Cumulative effect of change in accounting principle		—		—				0.01		(9.20	)
Earnings (loss) per share	$	3.25	$	(0.20	)		$	4.03	$	(7.89	)

     For the three months and six months ended June 30, 2006, 1,159,977 and 1,096,558 stock options, respectively are not included in the computation of diluted EPS because the option exercise prices were greater than the average market price of common stock for the period.

     For the three months and six months ended June 30, 2005, 2,826,210 and 2,907,438 stock options, respectively are not included in the computation of diluted EPS because the option exercise prices were greater than the average market price of common stock for the period.

     Incremental shares from assumed conversion of convertible senior notes excluded from the computation of diluted EPS are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
7.5% convertible senior notes		—		3,860		—		3,860
7.25% convertible senior notes		—		3,340		—		—

4. Stock options (Adoption of SFAS 123R)

     Prior to January 1, 2006, the Company accounted for stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS 123R”), using the modified prospective transition method. Under the modified prospective transition

11

method, compensation cost is recognized in the financial statements beginning with the effective date based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123, “Accounting for Stock Based Compensation” (“SFAS 123”) for all unvested awards granted prior to the effective date of SFAS 123R. Results for prior periods are not restated using the modified prospective transition method.

     Substantially all of America West Holdings and AWA employee stock options outstanding at the time of the merger were fully vested in accordance with the change of control provisions of America West Holdings’ stock option plans and were converted into options of US Airways Group. Existing stock options of US Airways Group outstanding prior to the merger on September 27, 2005 were cancelled as part of the plan of reorganization. Accordingly, as of January 1, 2006, only unvested stock options, stock appreciation rights and restricted stock units granted subsequent to and in connection with the merger are subject to the transition provisions of SFAS 123R. At June 30, 2006, approximately 5.3 million shares are available for grant under the 2005 Equity Incentive Plan.

     The Company’s net income for the three and six months ended June 30, 2006 includes $6 million and $18 million of compensation costs related to share-based payments. Upon adoption of SFAS 123R, the Company recorded a cumulative benefit from the accounting change of $1 million, which reflects the impact of estimating future forfeitures for previously recognized compensation expense. Pursuant to APB 25, stock compensation expense was not reduced for estimated future forfeitures, but instead was reversed upon actual forfeiture. No income tax effect related to share-based payments or cumulative effect has been recorded as the effects have been immediately offset by the recording of a valuation allowance through the same financial statement caption.

     Had US Airways Group determined compensation cost based on the fair value at the grant date for its stock options, stock appreciation rights and restricted stock units under SFAS 123, the Company’s net loss and loss per share for the three and six months ended June 30, 2005 would have been adjusted as indicated below (in millions, except per share data):

	Three Months			Six Months
	Ended June 30,			Ended June 30,
	2005			2005
Net loss as reported	$	(3	)	$	(177	)
Stock-based compensation determined under the fair-value based method		(1	)		(2	)
Pro forma net loss	$	(4	)	$	(179	)
Loss per common share
Basic — as reported	$	(0.20	)	$	(11.89	)
Basic — pro forma		(0.27	)		(12.05	)
Diluted — as reported		(0.20	)		(7.89	)
Diluted — pro forma		(0.27	)		(8.00	)

     Restricted Stock Unit Awards — As of June 30, 2006, the Company has outstanding restricted stock unit awards (“RSUs”) with service conditions (vesting periods) and RSUs with service and performance conditions (vesting periods and obtaining a combined operating certificate for AWA and US Airways). SFAS 123R requires that the grant-date fair value of RSUs be equal to the market price of the share on the date of grant if vesting is based on a service or a performance condition. The grant-date fair value of RSU awards that are subject to both a service and a performance condition are being expensed over the vesting period, as the performance condition is considered probable and the vesting periods of the awards are longer than the period allowed to meet the performance condition. Vesting periods for RSU awards range from two to four years. RSUs are classified as equity awards.

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     There were no RSUs granted or outstanding during the six months ending June 30, 2005. Restricted stock unit award activity for the six months ending June 30, 2006 is as follows (shares in thousands):

				Weighted
	Number of			average grant-
2005 Equity Incentive Plan	shares			date fair value
Nonvested balances at January 1, 2006		687		$	26.17
Granted		250			38.45
Vested and released		(7	)		46.38
Forfeited		(14	)		27.55
Nonvested balance at June 30, 2006		916		$	29.35

     As of June 30, 2006, there was $18 million of total unrecognized compensation costs related to RSUs. These costs are expected to be recognized over a weighted average period of 1.61 years.

     Stock Options and Stock Appreciation Rights — Stock options and stock appreciation rights (“SARs”) are granted with an exercise price equal to the stock’s fair market value at the date of each grant, generally become exercisable over a three to four-year period and expire if unexercised at the end of 10 years. Stock options and SARs are classified as equity awards.

     Stock option and SARs activity for the six months ending June 30, 2006 is as follows (stock options and SARs in thousands):

						Weighted
						average
	Stock			Weighted		remaining		Aggregate
	options			average		contractual term		intrinsic value
	and SARs			exercise price		(years)		(in millions)
1994 Incentive Equity Plan
Balance at January 1, 2006		1,267		$	38.28
Granted		—			—
Exercised		(239	)		22.45
Forfeited		—			—
Expired		(62	)		50.96
Balance at June 30, 2006		966		$	41.38		3.13		11
Exercisable at June 30, 2006		966		$	41.38		3.13		11
2002 Incentive Equity Plan
Balance at January 1, 2006		2,048		$	16.98
Granted		—			—
Exercised		(641	)		15.72
Forfeited		—			—
Expired		—			—
Balance at June 30, 2006		1,407		$	17.55		7.50		46
Exercisable at June 30, 2006		1,200		$	16.96		7.23		40
2005 Equity Incentive Plan
Balance at January 1, 2006		1,973		$	23.15
Granted		1,008			38.75
Exercised		—			—
Forfeited		(56	)		27.55
Expired		—			—
Balance at June 30, 2006		2,925		$	28.44		9.46		65
Exercisable at June 30, 2006		45		$	46.69		9.89		174

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     The fair value of stock options and SARs is determined at the grant date using a Black-Scholes option pricing model, which requires several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the stock option or SAR at the time of grant. The dividend yield is assumed to be zero since the Company does not pay dividends and has no current plans to do so in the future. The volatility is based on the historical volatility of the Company over a time period equal to the expected term of the stock option or SAR. The expected life of stock options and SARs is based on the historical experience of the Company.

     The per share weighted-average grant-date fair value of stock options and SARs granted and the weighted-average assumptions used for the three and six months ended June 30, 2006 and 2005 were as follows:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2006		2005		2006		2005
Weighted average fair value	$	16.45	$	4.48	$	16.11	$	5.05
Risk free interest rate		4.9%		3.4%		4.9%		3.4%
Expected dividend yield		—%		—%		—%		—%
Expected life	2.9 years		4.0 years		2.9 years		4.0 years
Volatility		58%		54%		57%		54%

     As of June 30, 2006, there was $27 million of total unrecognized compensation costs related to stock options and SARs. These costs are expected to be recognized over a weighted average period of 1.75 years.

     The total intrinsic value of stock options exercised during the three and six months ended June 30, 2006 was $25 million and $26 million, respectively. The total intrinsic value of stock options exercised during the three and six months ended June 30, 2005 was immaterial. The total fair value of stock awards vested at June 30, 2006 and 2005 was $27 million and $35 million, respectively. Cash received from stock option exercises during the six months ended June 30, 2006 totaled $17 million. There were no SARs exercised during the three or six months ended June 30, 2006.

     Agreements with ALPA —US Airways Group and US Airways have a letter of agreement with the Air Line Pilots Association (“ALPA”) that provides that US Airways’ pilots designated by ALPA receive stock options to purchase 1.1 million shares of the Company’s common stock. The first tranche of 500,000 stock options was granted on January 31, 2006 with an exercise price of $33.65, the average market price for the 20 business days preceding the option issuance date. The stock options granted to ALPA pilots do not reduce the shares available for grant under any equity incentive plan. Any of these ALPA stock options that are forfeited or that expire without being exercised will not become available for grant under any of our plans.

     The per share fair value of the ALPA pilot stock options granted on January 31, 2006 was $17.11, calculated using a Black-Scholes option pricing model with the following assumptions:

Risk free interest rate		4.4%
Expected dividend yield		—%
Contractual term	5.0 years
Volatility		69.8%

     As of June 30, 2006 there were no unrecognized compensation costs related to stock options granted to ALPA pilots as the stock options were fully vested on the grant date. There were 197,953 stock options exercised as of June 30, 2006 pursuant to this agreement. Cash received from stock options exercised during the six months ended June 30, 2006, totaled $7 million. The total intrinsic value of options exercised in the three months and six months ended June 30, 2006 was $2.0 million and $2.1 million, respectively.

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5. Debt

     The following table details US Airways Group’s debt as of June 30, 2006 (in millions). Variable interest rates listed are the rates as of June 30, 2006 unless noted.

	June 30,			December 31,
	2006			2005
Secured
General Electric Capital Corporation loan, variable interest rate of 8.59%, interest only payments until due on June 30, 2011	$	1,250		$	—
AWA Citibank Loan (former AWA ATSB Loan)		—			250
GECC term loan		—			111
Senior secured discount notes, variable interest rate of 8.87%, installments due 2005 through 2009		34			34
Airbus Loans		—			186
Equipment notes payable, variable interest rates of 6.80% to 10.30%		1,243			1,240
US Airways Citibank Loan (formerly US Airways ATSB Loan)		—			551
Slot Financing, interest rate of 8%, installments due through 2015		49			50
Capital lease obligations, interest rate of 8%, installments due through 2021		44			46
GE Credit Facility, variable interest rate of 9.21%, installments due 2006 to 2010		24			28
Capital Lease Obligations, computer software, installments due through 2008		3			—
		2,647			2,496
Unsecured
7% senior convertible notes, interest only payments until due in 2020		144			144
7.5% convertible senior notes, interest only payments until due in 2009		—			112
Equipment notes payable		—			4
Industrial development bonds, fixed interest rate of 6.3% due 2023		29			29
State loan, variable		—			1
Juniper prepaid miles, variable interest rate of 9.86%, interest only payments until January 2008.		325			325
Note payable to Pension Benefit Guaranty Corporation, interest rate of 6%, interest only payments until due 2012		10			10
		508			625
Total long-term debt and capital lease obligations		3,155			3,121
Less: Unamortized discount on debt		(139	)		(161	)
Current maturities		(113	)		(211	)
Long-term debt and capital lease obligations, net of current maturities	$	2,903		$	2,749

     Refinancing Transaction — On March 31, 2006, US Airways Group entered into a loan agreement with General Electric Capital Corporation (“GECC”) and a syndicate of lenders pursuant to which the Company borrowed an aggregate principal amount of $1.1 billion. On April 7, 2006, US Airways Group entered into an amended and restated loan agreement, which increased the principal amount of the loan to $1.25 billion (as amended and restated, the “GE Loan”). US Airways, America West Holdings, AWA, Piedmont, PSA and Material Services Company, Inc. are all guarantors of the GE Loan.

     The GE Loan bears interest at an index rate plus an applicable index margin or, at the Company’s option, LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%, 2.25%, or 2.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. The applicable LIBOR margin, subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. In addition, interest on the GE Loan may be adjusted based on

15

the credit rating for the GE Loan as follows: (i) subject to clause (ii) below, if the credit rating for the GE Loan is B1 or better from Moody’s and B+ or better from Standard & Poor (“S&P”) as of the last day of the most recently ended fiscal quarter, then (A) the applicable LIBOR margin will be the lower of 3.25% and the rate otherwise applicable based upon the adjusted GE Loan balance and (B) the applicable index margin will be the lower of 2.25% and the rate otherwise applicable based upon the adjusted GE Loan balance, and (ii) if the credit rating for the Loan is Ba3 or better from Moody’s and BB- or better from S&P as of the last day of the most recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50% and the applicable index margin will be 1.50%. The GE Loan matures on March 31, 2011, and no principal payments are scheduled until maturity.

     In addition, the GE Loan requires certain mandatory prepayments upon certain events, establishes certain financial covenants, including minimum cash requirements and maintenance of certain minimum ratios, contains customary affirmative covenants and negative covenants, and contains customary events of default. Under the GE Loan, US Airways Group is required to maintain consolidated unrestricted cash and cash equivalents of not less than $750 million, subject to partial reductions upon specified reductions in the outstanding principal amount of the GE Loan.

     On March 31, 2006, proceeds of the GE Loan were used, in part, to repay in full the following indebtedness:

•        The amended and restated US Airways and AWA loans entered into on September 27, 2005 that had previously been guaranteed by the Air Transportation Stabilization Board (the “ATSB”). On October 19, 2005, $777 million of the loans, of which $752 million had been guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. At the time of repayment of these loans on March 31, 2006, the total outstanding balance of the loans was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan. Proceeds were also used to pay $15 million of accrued interest and fees on the US Airways loan, and $8 million of accrued interest and $5 million of prepayment penalty on the AWA loan.

•        The $161 million loan entered into as of September 27, 2005 between US Airways and AWA and Airbus Financial Services, for which US Airways Group was the guarantor. At the time of repayment on March 31, 2006, the outstanding balance of the loan was $161 million. US Airways and AWA also had an $89 million loan from Airbus Financial Services entered into as of September 27, 2005. In accordance with the terms of the loan agreements, the outstanding principal amount of the $89 million loan was to be forgiven in writing on the earlier of December 31, 2010 or the date that the outstanding principal amount of, accrued interest on, and all other amounts due under the Airbus $161 million loan were paid in full, provided that the Company complies with the delivery schedule for certain Airbus aircraft. As a result of the prepayment of the $161 million loan on March 31, 2006, the $89 million loan agreement was terminated and the $89 million loan, of which $89 million was outstanding, was forgiven along with $1 million in accrued interest.

•        Two loans provided by GECC to AWA pursuant to loan agreements entered into as of September 3, 2004 referred to as the Spare Parts Facility and the Engines Facility. At the time of repayment, the principal amounts outstanding under the Spare Parts Facility and the Engines Facility were $76 million and $34 million, respectively. Proceeds were also used to pay $1 million of accrued interest and $1 million of prepayment penalties on these two GECC loans.

     All obligations of the obligors under each of these repaid or terminated loans have been terminated (other than those that survive by the terms of the respective agreements).

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     Conversion of 7.5% Convertible Senior Notes due 2009 — In connection with the closing of AWA’s original ATSB loan and the related transactions in January 2002, America West Holdings issued $105 million of 7.5% convertible senior notes due 2009. On March 24, 2006, America West Holdings gave notice to the holders of the 7.5% convertible senior notes that it was redeeming the notes in full, at a redemption price of 102.50% of the principal amount of the notes, as required under the terms of the indenture, plus accrued and unpaid interest up to, but not including, the date of redemption. The redemption price, plus the relevant interest, was $1,052.50 per $1,000 principal amount of the notes, and the redemption date was April 13, 2006. Holders had the right, at any time at or prior to the close of business on April 11, 2006, to convert the notes into shares of the common stock of US Airways Group at a price of $29.09 per share, or 34.376 shares per $1,000 principal amount. Holders who converted also received interest up to the date of conversion. A total of $112 million in principal amount of the notes was converted into shares of common stock prior to the redemption date, resulting in the issuance of 3,860,358 shares of common stock. In connection with the conversion of the notes into common stock, the associated unamortized discount of $17 million was recorded as a reduction in the amount of Paid in Capital for the conversion.

6. Purchase accounting

(a) Purchase price allocation

     The merger was accounted for as a reverse acquisition under SFAS No. 141 “Business Combinations,” (“SFAS 141”) with America West Holdings as the accounting acquirer. US Airways Group applied the provisions of SFAS 141 and allocated the purchase price to the assets and liabilities of US Airways Group and to its wholly owned subsidiaries including US Airways. In accordance with SFAS 141, the allocation of equity values is subject to adjustment for up to one year after the date of acquisition when additional information on asset and liability valuations becomes available. The Company expects that there may be further adjustments to recorded fair values during the quarter ending September 30, 2006.

     Adjustments made in the first six months of 2006 to previously recorded fair values are as follows (in millions):

Goodwill reported as of December 31, 2005	$	732
Non-current employee benefits and other		(20	)
Long-term debt		(10	)
Materials and supplies, net		11
Other assets		(13	)
Property and equipment		4
Accrued compensation and vacation		(4	)
Accrued taxes		(2	)
Accounts receivable		1
Other accrued expenses		2
Goodwill reported as of June 30, 2006	$	701

     Adjustments recorded in the first six months of 2006 resulted as further refinement of information became available on assets and liabilities that existed as of the acquisition date. Adjustments to non-current employee benefits and other represents adjustments to the Company’s deferred tax liability and the application of pre-merger credits to outstanding balances for deferred charges under rate per hour engine agreements. Adjustments to other assets represent the application of pre-merger airport operating expense and rent credits.

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(b) Pro forma information

     The following information is presented assuming the merger and the conversion of America West Holdings’ Class A and Class B common stock had been completed as of the beginning of the periods presented. The pro forma consolidated results of operations include purchase accounting adjustments, such as fair market value adjustments of the assets and liabilities of US Airways Group, adjustments to reflect the disposition of prepetition liabilities upon US Airways Group’s emergence from bankruptcy, and adjustments to conform certain accounting policies of US Airways Group and America West Holdings, together with related income tax effects. Certain other transactions critical to US Airways Group’s emergence from bankruptcy and the completion of the merger that became effective either before, at or immediately following the merger have also been reflected in the pro forma financial information. These transactions include the new equity investments, the comprehensive agreements with GECC, the comprehensive agreement with Airbus, the restructuring of the ATSB Loans, and the restructuring of the credit card partner and credit card processing agreements. The unaudited pro forma information presented below is not necessarily indicative of the results of operations that would have occurred had the purchase been made at the beginning of the periods presented or of future results of the combined operations (in millions, except share and per share amounts).

	Three Months			Six Months
	Ended			Ended
	June 30, 2005			June 30, 2005
Operating revenues	$	2,789		$	5,150
Operating expenses		2,722			5,231
Operating income (loss)		67			(81	)
Net loss	$	(18	)	$	(459	)
Basic and diluted loss per share	$	(0.27	)	$	(6.85	)
Basic and diluted shares (in thousands)		67,073			67,067

7. Income Taxes

     At June 30, 2006, the Company has a full valuation allowance relating to the Company’s net operating loss carryfowards (“NOL”). The Company expects to utilize NOL to reduce any income tax obligation incurred in 2006. As of June 30, 2006, NOL available for use by the Company is approximately $1.4 billion of which $1.0 billion is available for use by the Company in 2006. As discussed, the Company’s NOL was subject to a full valuation allowance. Utilization of this NOL results in a corresponding decrease in the valuation allowance, which offsets the Company’s tax provision.

     The Company expects to be subject to Alternative Minimum Tax liability (“AMT”) for the full year 2006. In most cases the recognition of AMT does not result in tax expense. However, since the Company’s NOL was subject to a full valuation allowance, any liability for AMT is recorded as tax expense. The Company recorded a tax expense of $5 million in the second quarter and the first six months of 2006 for AMT. The Company also recorded $1 million of state income tax related to certain states where NOLs were not available to be used.

     In June 2006 the Internal Revenue Service (“IRS”) notified AWA that the congressional Joint Committee on Taxation approved the IRS settlement with AWA which resulted in the recognition of $7 million of interest income earned on certain prior year federal income tax refunds.

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8. Employee benefit plans

     Substantially all of the Company’s employees meeting certain service and other requirements are eligible to participate in various pension, medical, dental, life insurance, disability and survivorship plans, however, prior to the merger, America West Holdings had no obligations for defined benefit or other postretirement plans. In connection with the merger, the Company acquired defined benefit pension plans sponsored by Piedmont and PSA and postretirement benefit obligations of US Airways, PSA and Piedmont.

     Components of the total periodic benefit cost include the following for pension benefits (in millions):

	Three Months Ended		Six Months Ended
	June 30, 2006		June 30, 2006
Service cost	$	1	$	1
Interest cost		1		2
Expected return on plan assets		—		(1	)
Total periodic cost	$	2	$	2

     Components of the total periodic benefit cost include the following for other postretirement benefits (in millions):

	Three Months Ended		Six Months Ended
	June 30, 2006		June 30, 2006
Service cost	$	1	$	2
Interest cost		3		6
Expected return on plan assets		—		—
Total periodic cost	$	4	$	8

9. Express expenses

     Expenses associated with US Airways’ MidAtlantic division, US Airways Group’s wholly owned regional airlines and affiliate regional airlines operating as US Airways Express, and expenses associated with AWA’s regional alliance agreement with Mesa Airlines are classified as Express expenses on the condensed consolidated statements of operations. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. Express expenses consist of the following for the three and six months ended June 30, 2006 and 2005 (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Aircraft fuel and related taxes	$	203	$	44	$	375	$	76
Salaries and related costs		53		—		123		—
Capacity purchases		238		79		460		148
Aircraft rent		15		—		35		—
Aircraft maintenance		18		—		37		—
Other rent and landing fees		40		3		78		5
Selling expenses		41		8		75		15
Depreciation and amortization		6		—		12		—
Other expenses		46		2		81		3
Express expenses	$	660	$	136	$	1,276	$	247

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10. Subsequent Events

     During July 2006, approximately $21 million of the $144 million outstanding principal amount of US Airways Group’s 7% senior convertible notes were converted into 883,523 shares of common stock. In connection with the conversion, the Company paid $5 million to the holders of the converted notes.

     AWA leased 16 aircraft and three spare engines from AerCap (formerly GPA, AerFi and debis AirFinance) in 1990 under long-term operating leases scheduled to terminate from 2010 to 2013. AWA has an obligation to pay supplemental rent on 12 of the 16 aircraft and all three spare engines. The aggregate supplemental rent owed through 2013, which is an unsecured obligation of AWA, is $33.4 million. In July 2006, AWA paid AerCap $20 million to prepay the $33.4 million in supplemental rent. As a result of this prepayment, annual rental expense will be reduced by approximately $1.9 million through 2013.

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     Item 1B. Condensed Consolidated Financial Statements of America West Airlines, Inc.

America West Airlines, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in millions)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
Operating Revenues
Mainline passenger	$	747		$	657		$	1,399		$	1,234
Express passenger		184			129			337			233
Cargo		7			8			16			17
Other		43			51			90			95
Total Operating Revenues		981			845			1,842			1,579
Operating Expenses
Aircraft fuel and related taxes		242			199			447			359
Gain on fuel hedging instruments, net		(29	)		(9	)		(56	)		(69	)
Salaries and related costs		191			173			366			348
Express expenses		159			136			305			247
Aircraft rent		85			81			171			158
Aircraft maintenance		73			66			125			120
Other rent and landing fees		45			46			90			87
Selling expenses		42			44			81			81
Special items, net		23			—			(7	)		1
Depreciation and amortization		10			12			21			23
Other		79			82			155			164
Total operating expenses		920			830			1,698			1,519
Operating income		61			15			144			60
Nonoperating income (expense)
Interest income		20			4			33			7
Interest expense, net		(10	)		(21	)		(37	)		(42	)
Other, net		1			—			(10	)		2
Nonoperating income (expense), net		11			(17	)		(14	)		(33	)
Income (loss) before income taxes and cumulative effect of change in accounting principle		72			(2	)		130			27
Income tax provision		4			—			4			—
Income (loss) before cumulative effect of change in accounting principle		68			(2	)		126			27
Cumulative effect of change in accounting principle, net		—			—			1			(202	)
Net income (loss)	$	68		$	(2	)	$	127		$	(175	)
Unaudited pro forma net income assuming change in method of accounting was applied retroactively (Note 1)	$	68		$	(2	)	$	126		$	27

See accompanying notes to the condensed consolidated financial statements.

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America West Airlines, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in millions, except share amounts)

	June 30,			December 31,
	2006			2005
ASSETS
Current assets
Cash and cash equivalents	$	413		$	632
Short-term investments		457			319
Accounts receivable, net		174			119
Materials and supplies, net		82			87
Prepaid expenses and other		266			169
Total current assets		1,392			1,326
Property and equipment
Flight equipment		340			348
Ground property and equipment		336			309
Less accumulated depreciation and amortization		(404	)		(399	)
		272			258
Equipment purchase deposits		8			11
Total property and equipment		280			269
Other assets
Restricted cash		291			229
Advances to parent company		261			261
Other assets, net		93			107
Total other assets		645			597
Total assets	$	2,317		$	2,192
LIABILITIES AND STOCKHOLDER’S EQUITY(DEFICIT)
Current liabilities
Current maturities of debt and capital leases	$	3		$	94
Accounts payable		143			146
Payables to related parties, net		831			443
Air traffic liability		356			218
Accrued compensation and vacation		92			59
Accrued taxes		53			25
Other accrued expenses		191			129
Total current liabilities		1,669			1,114
Noncurrent liabilities and deferred credits
Long-term debt and capital leases, net of current maturities		385			936
Deferred credits		36			252
Other liabilities		211			—
Total noncurrent liabilities and deferred credits		632			1,188
Commitments and contingencies
Stockholder’s equity (deficit)
Common stock, $0.01 par value; 1,000 shares authorized and outstanding		—			—
Additional paid-in capital		555			555
Accumulated deficit		(539	)		(665	)
Total stockholder’s equity (deficit)		16			(110	)
Total liabilities and stockholder’s equity (deficit)	$	2,317		$	2,192

See accompanying notes to the condensed consolidated financial statements.

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America West Airlines, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

	Six Months Ended June 30,
	2006			2005
Net cash provided by operating activities	$	216		$	224
Cash flows from investing activities
Purchases of property and equipment		(34	)		(97	)
Purchase of short-term investments		(379	)		(284	)
Sales of short-term investments		242			234
Increase in long-term restricted cash		(62	)		(20	)
Other		1			1
Net cash used for investing activities		(232	)		(166	)
Cash flows from financing activities
Repayments of debt		(2	)		(87	)
Net decrease in payable to related parties		(201	)		—
Other		—			(4	)
Net cash used for financing activities		(203	)		(91	)
Net decrease in cash and cash equivalents		(219	)		(33	)
Cash and cash equivalents at beginning of period		632			128
Cash and cash equivalents at end of period	$	413		$	95
Non-cash investing and financing activities
Repayment of ATSB, Airbus, and GECC loans by parent	$	520		$	—
Reclassification of investments in debt securities to short-term investments		—			30
Notes payable issued under aircraft purchase agreement		—			9
Notes payable cancelled under aircraft purchase agreement		4			7
Loan proceeds received by parent		64			—
Conversion of 7.5% Convertible Senior Notes, net of discount of $17 million to common stock of US Airways Group		95			—
Equipment purchases financed by capital leases		3			—
Supplemental information
Cash paid for interest, net of amounts capitalized	$	22		$	—
Income taxes paid		3			—

See accompanying notes to the condensed consolidated financial statements.

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America West Airlines, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of presentation

     The accompanying unaudited condensed consolidated financial statements of America West Airlines, Inc. (“AWA”) should be read in conjunction with the financial statements contained in AWA’s Annual Report on Form 10-K for the year ended December 31, 2005. The accompanying unaudited condensed consolidated financial statements include the accounts of AWA and its wholly owned subsidiary, FTCHP, LLC. AWA is a wholly owned subsidiary of America West Holdings Corporation (“America West Holdings”). On September 27, 2005, America West Holdings merged with Barbell Acquisition Corp., a wholly owned subsidiary of US Airways Group, Inc. (“US Airways Group”), and as a result itself became a wholly owned subsidiary of US Airways Group.

     Management believes that all adjustments, consisting of normally recurring items, necessary for the fair presentation of results have been included in the unaudtied condensed consolidated financial statements for the interim periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to passenger revenue recognition, impairment of long-lived assets and the frequent traveler program.

     In the fourth quarter of 2005, AWA changed its method of accounting for certain maintenance costs from the deferral method to the direct expense method. The effect of this change in accounting for aircraft maintenance and repairs is recorded as a cumulative effect of a change in accounting principle. The increase in the net loss for the six months ended June 30, 2005 of $202 million is the cumulative effect on retained earnings of the adoption as of January 1, 2005. The cumulative effect of the change in accounting principle is not presented net of tax as any tax effects resulting from the change have been immediately offset by the recording of a valuation allowance through the same financial statement caption.

     There was no activity within other comprehensive income for the three and six months ended June 30, 2006 and 2005. Comprehensive income encompasses net income and other comprehensive income, which includes all other non-owner transactions and events that change stockholder’s equity.

Frequent Traveler Program

     At the time of the merger, US Airways Group’s principal operating subsidiaries, AWA and US Airways, Inc. (“US Airways”), maintained separate frequent travel award programs known as “FlightFund” and “Dividend Miles,” respectively. These programs provide a variety of awards to program members based on accumulated mileage. In May 2006, the two programs were merged into the new Dividend Miles program, which is substantially the same as the former US Airways program. As part of the merger of the plans, the accounts of members participating in both programs were merged into single accounts of the new program. Members of the new Dividend Miles program can redeem miles on either AWA, US Airways, or other members of the Star Alliance. In the second quarter of 2006, AWA recorded $12 million of expense in Special items, net — merger related transition expenses to increase its estimated cost of providing free travel based on the terms of the new Dividend Miles program, principally as a result of members of the former FlightFund program gaining access to international routes operated by US Airways and Star Alliance members.

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     The estimated cost of providing the free travel, using the incremental cost method as adjusted for estimated redemption rates, is recognized as a liability and charged to operations as program members accumulate mileage and requisite mileage award levels are achieved. For travel awards on partner airlines, the liability is based on the average contractual amount to be paid to the other airline per redemption. The costs associated with the new Dividend Miles programs are allocated to AWA and US Airways as discussed below in Shared Operating Expenses.

Shared Operating Expenses

     The operating expenses of AWA reflect expenses for certain services shared with US Airways, including technology and data processing services, corporate functions such as tax, legal, compliance, finance and operations, and the costs of the combined Dividend Miles frequent traveler program. These shared costs have been allocated based on AWA’s and US Airways’ respective revenue passenger miles (“RPMs”). The operating expenses of AWA also reflect shared expenses incurred at more than 30 overlap airports where the operations of AWA and US Airways have been consolidated. These shared costs have been allocated based on AWA’s and US Airways’ respective departures at those airports. Management believes that the methodologies underlying the allocation of these shared costs are reasonable. The following details the total corporate shared expenses and airport shared expenses allocated to AWA and US Airways that are included in operating expenses for the six months ended June 30, 2006 (in millions):

	Six Months Ended June 30, 2006
	AWA		US Airways		Total
Corporate Expenses	$	79	$	122	$	201
Airport Expenses		170		303		473
Total Allocated Expenses	$	249	$	425	$	674

2. Special items

     Special items as shown on the condensed consolidated statements of operations include the following charges (credits) for the three and six months ended June 30, 2006 and 2005 (in millions):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2006		2005		2006			2005
Airbus restructuring (a)	$	—	$	—	$	(51	)	$	—
Merger related transition expenses (b)		23		—		44			—
Other		—		—		—			1
Special items, net	$	23	$	—	$	(7	)	$	1

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(a)	In connection with the merger and the Airbus Memorandum of Understanding (“Airbus MOU”) executed between US Airways Group, US Airways and AWA, certain aircraft firm orders were restructured. In connection with that restructuring, US Airways Group and America West Holdings were required to pay restructuring fees totaling $89 million by means of set-off against existing equipment deposits of US Airways and AWA held by Airbus of $39 million and $50 million, respectively. Also in connection with the Airbus MOU, US Airways and AWA entered into two loan agreements with commitments of up to $161 million and $89 million. As described in further detail in Note 4, on March 31, 2006, the outstanding principal and accrued interest on the $89 million loan was forgiven upon repayment in full of the $161 million loan in accordance with the terms of the Airbus loans. As a result, AWA recognized a gain associated with the return of these equipment deposits upon forgiveness of the loan totaling $51 million, consisting of the $50 million in equipment deposits and accrued interest of $1 million.
(b)	In connection with the merger, AWA incurred $23 million of transition and merger integration costs in the second quarter of 2006. These items included $3 million in personnel costs primarily for severance, retention payments and stock awards, $12 million of costs associated with the integration of the AWA FlightFund and US Airways Dividend Miles frequent traveler programs, $2 million in merger related aircraft lease return expenses, $1 million of aircraft livery costs, $4 million in professional and technical fees, $1 million of transition-related sales and marketing program expenses.
	In the six months ended June 30, 2006, AWA incurred $44 million of transition and merger integration costs. These items included $7 million in personnel costs primarily for severance, retention payments and stock awards, $12 million of costs associated with the integration of the AWA FlightFund and US Airways Dividend Miles frequent traveler programs, $9 million in merger related aircraft lease return expenses, $6 million of aircraft livery costs, $7 million in professional and technical fees, $2 million of transition-related sales and marketing program expenses and $1 million of other expenses.

3. Stock options (Adoption of SFAS 123R)

     Prior to January 1, 2006, US Airways Group accounted for stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. Effective January 1, 2006, US Airways Group adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS 123R”), using the modified prospective transition method. Under the modified prospective transition method, compensation cost is recognized in the financial statements beginning with the effective date based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123, “Accounting for Stock Based Compensation” (“SFAS 123”) for all unvested awards granted prior to the effective date of SFAS 123R. Results for prior periods are not restated using the modified prospective transition method.

     Substantially all of America West Holdings and AWA employee stock options outstanding at the time of the merger were fully vested in accordance with the change of control provisions of America West Holdings’ stock option plans and were converted into options of US Airways Group. Existing stock options of US Airways Group outstanding prior to the merger on September 27, 2005 were cancelled as part of the plan of reorganization. Accordingly, as of January 1, 2006, only unvested stock options, stock appreciation rights and restricted stock units granted subsequent to and in connection with the merger are subject to the transition provisions of SFAS 123R. At June 30, 2006, approximately 5.3 million shares are available for grant under US Airways Group’s 2005 Equity Incentive Plan.

     US Airways Group’s net income for the three and six months ended June 30, 2006 includes $6 million and $18 million of compensation costs related to share-based payments. Of the $18 million recorded by US Airways Group, $5 million was allocated to the financials of AWA and $13 million was

26

allocated to the financials of US Airways. Upon adoption of SFAS 123R, US Airways Group recorded a cumulative benefit from the accounting change of $1 million, which reflects the impact of estimating future forfeitures for previously recognized compensation expense. The $1 million cumulative benefit was allocated to the financials of AWA. Pursuant to APB 25, stock compensation expense was not reduced for estimated future forfeitures, but instead was reversed upon actual forfeiture. No income tax effect related to share-based payments or the cumulative effect has been recorded as the effects have been immediately offset by the recording of a valuation allowance through the same financial statement caption.

     Had compensation cost been determined based on the fair value at the grant date for stock options, stock appreciation rights and restricted stock units under SFAS 123 and the compensation cost allocated to the financials of AWA, AWA’s net loss for the three months ended June 30, 2005 would have been adjusted as indicated below (in millions):

	Three Months			Six Months
	Ended			Ended
	June			June
	30, 2005			30, 2005
Net loss as reported	$	(2	)	$	(175	)
Stock-based compensation determined under the fair-value based method		(1	)		(2	)
Pro forma net loss	$	(3	)	$	(177	)

     Restricted Stock Unit Awards — As of June 30, 2006, US Airways Group has outstanding restricted stock unit awards (“RSUs”) with service conditions (vesting periods) and RSUs with service and performance conditions (vesting periods and obtaining a combined operating certificate for AWA and US Airways). SFAS 123R requires that the grant-date fair value of RSUs be equal to the market price of the share on the date of grant if vesting is based on a service or a performance condition. The grant-date fair value of RSU awards that are subject to both a service and a performance condition are being expensed over the vesting period, as the performance condition is considered probable and the vesting periods of the awards are longer than the period allowed to meet the performance condition. Vesting periods for RSU awards range from two to four years. RSUs are classified as equity awards.

     There were no RSUs granted or outstanding during the six months ending June 30, 2005. Restricted stock unit award activity for the six months ending June 30, 2006 is as follows (shares in thousands):

				Weighted
	Number of			average grant-
2005 Equity Incentive Plan	shares			date fair value
Nonvested balances at January 1, 2006		687		$	26.17
Granted		250			38.45
Vested and released		(7	)		46.38
Forfeited		(14	)		27.55
Nonvested balance at June 30, 2006		916		$	29.35

     As of June 30, 2006, there was $18 million of total unrecognized compensation costs related to RSUs, which will be allocated to the respective statements of operations of AWA and US Airways. These costs are expected to be recognized over a weighted average period of 1.61 years.

     Stock Options and Stock Appreciation Rights — Stock options and stock appreciation rights (“SARs”) are granted with an exercise price equal to the stock’s fair market value at the date of each grant, generally become exercisable over a three to four-year period and expire if unexercised at the end of 10 years. Stock options and SARs are classified as equity awards.

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     Stock option and SARs activity for the six months ending June 30, 2006 is as follows (stock options and SARs in thousands):

						Weighted
						average
	Stock					remaining		Aggregate
	options			Weighted average		contractual term		intrinsic value
	and SARs			exercise price		(years)		(in millions)
1994 Incentive Equity Plan
Balance at January 1, 2006		1,267		$	38.28
Granted		—			—
Exercised		(239	)		22.45
Forfeited		—			—
Expired		(62	)		50.96
Balance at June 30, 2006		966		$	41.38		3.13		11
Exercisable at June 30, 2006		966		$	41.38		3.13		11
2002 Incentive Equity Plan
Balance at January 1, 2006		2,048		$	16.98
Granted		—			—
Exercised		(641	)		15.72
Forfeited		—			—
Expired		—			—
Balance at June 30, 2006		1,407		$	17.55		7.50		46
Exercisable at June 30, 2006		1,200		$	16.96		7.23		40
2005 Equity Incentive Plan
Balance at January 1, 2006		1,973		$	23.15
Granted		1,008			38.75
Exercised		—			—
Forfeited		(56	)		27.55
Expired		—			—
Balance at June 30, 2006		2,925		$	28.44		9.46		65
Exercisable at June 30, 2006		45		$	46.69		9.89		174

     The fair value of stock options and SARs is determined at the grant date using a Black-Scholes option pricing model, which requires several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the stock option or SAR at the time of grant. The dividend yield is assumed to be zero since US Airways Group does not pay dividends and has no current plans to do so in the future. The volatility is based on the historical volatility of US Airways Group over a time period equal to the expected term of the stock option or SAR. The expected life of stock options and SARs is based on the historical experience of US Airways Group.

     The per share weighted-average grant-date fair value of stock options and SARs granted and the weighted-average assumptions used for the three and six months ended June 30, 2006 and 2005 were as follows:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2006		2005		2006		2005
Weighted average fair value	$	16.45	$	4.48	$	16.11	$	5.05
Risk free interest rate		4.9%		3.4%		4.9%		3.4%
Expected dividend yield		—%		—%		—%		—%
Expected life	2.9 years		4.0 years		2.9 years		4.0 years
Volatility		58%		54%		57%		54%

     As of June 30, 2006, there was $27 million of total unrecognized compensation costs related to stock options and SARs, which will be allocated to the financials of AWA and US Airways. These costs are expected to be recognized over a weighted average period of 1.75 years.

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     The total intrinsic value of stock options exercised during the three and six months ended June 30, 2006 was $25 million and $26 million, respectively. The total intrinsic value of stock options exercised during the three and six months ended June 30, 2005 was immaterial. The total fair value of stock awards vested at June 30, 2006 and 2005 was $27 million and $35 million, respectively. Cash received from stock option exercises during the six months ended June 30, 2006 totaled $17 million. There were no SARs exercised during the three or six months ended June 30, 2006.

4. Debt

     The following table details AWA’s debt as of June 30, 2006 (in millions). Variable interest rates listed are the rates as of June 30, 2006 unless noted.

	June 30,			December 31,
	2006			2005
Secured
AWA Citibank Loan (former ATSB loan)	$	—		$	250
GECC term loan		—			111
Senior secured discount notes, variable interest rate of 8.87%, installments due 2005 through 2009		34			34
Airbus Loans					186
Capital Lease Obligation, computer software, installments due through 2008		3			—
		37			581
Unsecured
7.5% convertible senior notes, interest only payments until due in 2009		—			112
Equipment notes payable		—			4
Industrial development bonds, fixed interest rate of 6.3% due 2023		29			29
State loan		—			1
Juniper prepaid miles, variable interest rate of 9.86%, interest only payments until January 2008		325			325
		354			471
Total long-term debt and capital lease obligations		391			1,052
Less: Unamortized discount on debt		(3	)		(22	)
Current maturities		(3	)		(94	)
Long-term debt and capital lease obligations, net of current maturities	$	385		$	936

     Refinancing Transaction — On March 31, 2006, US Airways Group entered into a loan agreement with General Electric Capital Corporation (“GECC”) and a syndicate of lenders pursuant to which US Airways Group borrowed an aggregate principal amount of $1.1 billion. On April 7, 2006, US Airways Group entered into an amended and restated loan agreement, which increased the principal amount of the loan to $1.25 billion (as amended and restated, the “GE Loan”). US Airways, America West Holdings, AWA, Piedmont Airlines, Inc., PSA Airlines, Inc. and Material Services Company, Inc. are all guarantors of the GE Loan.

     The GE Loan bears interest at an index rate plus an applicable index margin or, at US Airways Group’s option, LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%, 2.25%, or 2.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. The applicable LIBOR margin, subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. In addition, interest on the GE Loan may be adjusted based on the credit rating for the GE Loan as follows: (i) subject to clause (ii) below, if the credit rating for the GE Loan is B1 or better from Moody’s and B+ or better from Standard & Poor (“S&P”) as of the last day of the most recently ended fiscal quarter, then (A) the applicable LIBOR margin will be the lower of 3.25% and the rate otherwise applicable based upon the adjusted GE Loan balance and (B) the

29

applicable index margin will be the lower of 2.25% and the rate otherwise applicable based upon the adjusted GE Loan balance, and (ii) if the credit rating for the Loan is Ba3 or better from Moody’s and BB- or better from S&P as of the last day of the most recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50% and the applicable index margin will be 1.50%. The GE Loan matures on March 31, 2011, and no principal payments are scheduled until maturity.

     In addition, the GE Loan requires certain mandatory prepayments upon certain events, establishes certain financial covenants, including minimum cash requirements and maintenance of certain minimum ratios, contains customary affirmative covenants and negative covenants, and contains customary events of default. Under the GE Loan, US Airways Group is required to maintain consolidated unrestricted cash and cash equivalents of not less than $750 million, subject to partial reductions upon specified reductions in the outstanding principal amount of the GE Loan.

     On March 31, 2006, proceeds of the GE Loan were used, in part, to repay in full the following indebtedness:

•         The amended and restated US Airways and AWA loans entered into on September 27, 2005 that had previously been guaranteed by the Air Transportation Stabilization Board (the “ATSB”). On October 19, 2005, $777 million of the loans, of which $752 million had been guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. At the time of repayment of these loans on March 31, 2006, the total outstanding balance of the loans was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan. Proceeds were also used to pay $15 million of accrued interest and fees on the US Airways loan, and $8 million of accrued interest and $5 million of prepayment penalty on the AWA loan.

•         The $161 million loan entered into as of September 27, 2005 between US Airways and AWA and Airbus Financial Services, for which US Airways Group was the guarantor. At the time of repayment on March 31, 2006, the outstanding balance of the loan was $161 million. US Airways and AWA also had an $89 million loan from Airbus Financial Services entered into as of September 27, 2005. In accordance with the terms of the loan agreements, the outstanding principal amount of the $89 million loan was to be forgiven in writing on the earlier of December 31, 2010 or the date that the outstanding principal amount of, accrued interest on, and all other amounts due under the Airbus $161 million loan were paid in full, provided that US Airways Group complies with the delivery schedule for certain Airbus aircraft. As a result of the prepayment of the $161 million loan on March 31, 2006, the $89 million loan agreement was terminated and the $89 million loan, of which $89 million was outstanding, was forgiven along with $1 million in accrued interest.

•         Two loans provided by GECC to AWA pursuant to loan agreements entered into as of September 3, 2004 referred to as the Spare Parts Facility and the Engines Facility. At the time of repayment, the principal amounts outstanding under the Spare Parts Facility and the Engines Facility were $76 million and $34 million, respectively. Proceeds were also used to pay $1 million of accrued interest and $1 million of prepayment penalties on these two GECC loans.

     All obligations of the obligors under each of these repaid or terminated loans have been terminated (other than those that survive by the terms of the respective agreements).

Conversion of 7.5% Convertible Senior Notes due 2009 — In connection with the closing of AWA’s original ATSB loan and the related transactions in January 2002, America West Holdings issued $105 million of 7.5% convertible senior notes due 2009. On March 24, 2006, America West Holdings gave notice to the holders of the 7.5% convertible senior notes that it was redeeming the notes in full, at a redemption price of 102.50% of the principal amount of the notes, as required under the terms of the indenture, plus accrued and unpaid interest up to, but not including, the date of redemption. The redemption price, plus the relevant interest, was $1,052.50 per $1,000 principal amount of the notes, and the redemption date was April 13, 2006. Holders had the right, at any time at or prior to the close of

30

business on April 11, 2006, to convert the notes into shares of the common stock of US Airways Group at a price of $29.09 per share, or 34.376 shares per $1,000 principal amount. Holders who converted also received interest up to the date of conversion. A total of $112 million in principal amount of the notes was converted into shares of common stock prior to the redemption date, resulting in the issuance of 3,860,358 shares of common stock. In connection with the conversion of the notes into common stock, the associated unamortized discount of $17 million was recorded as a reduction in the amount of Paid in Capital for the conversion.

5. Related party transactions

     The following represents receivable (payable) balances with affiliates as of June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
US Airways Group	$	(1,083	)	$	(465	)
America West Holdings		(1	)		(1	)
US Airways		247			22
Other US Airways Group’s wholly owned subsidiaries		6			1
	$	(831	)	$	(443	)

     The net payable to US Airways Group consists of proceeds received by AWA on behalf of US Airways Group in connection with the initial equity investments, the public stock offering, the exercise of options by equity investors, the issuance of 7% Senior Convertible Notes, initial funding of Airbus loans and amounts payable to US Airways Group related to the conversion of the 7.25% notes, net of cash retained by US Airways Group. The net payable to US Airways Group increased by $618 million during the six months ended June 30, 2006. The majority of this increase relates to debt previously recorded at AWA which was refinanced with the proceeds from the GE Loan and the allocation of the forgiveness of the Airbus loans. See also Note 4 related to the refinancing transaction.

     The net receivable with US Airways consists of cash received by US Airways for AWA and amounts paid by AWA on behalf of US Airways related to various transactions that occur in the normal course of business.

6. Income Taxes

     US Airways Group files a consolidated federal income tax return. At June 30, 2006, US Airways Group has a full valuation allowance relating to the Company’s net operating loss carryfowards (“NOL”). US Airways Group expects to utilize NOL to reduce any income tax obligation incurred in 2006. As of June 30, 2006, NOL available for use by US Airways Group is approximately $1.4 billion of which $1.0 billion is available for use by US Airways Group in 2006. As discussed above, the Company’s NOL was subject to a full valuation allowance. Utilization of this NOL results in a corresponding decrease in the valuation allowance, which offsets the Company’s tax provision.

     US Airways Group expects to be subject to Alternative Minimum Tax liability (“AMT”) for the full year 2006. In most cases the recognition of AMT does not result in tax expense. However, since the Company’s NOL was subject to a full valuation allowance, any liability for AMT is recorded as tax expense. AWA recorded a tax expense of $4 million in the second quarter and the first six months of 2006 for AMT.

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     In June, 2006 the Internal Revenue Service (“IRS”) notified AWA that the congressional Joint Committee on Taxation approved the IRS settlement with AWA which resulted in the recognition of $7 million of interest income earned on certain prior year federal income tax refunds.

7. Express expenses

     Expenses associated with AWA’s regional alliance agreement with Mesa Airlines are classified as Express expenses on the condensed consolidated statements of operations and consist of the following for three and six months ended June 30, 2006 and 2005 (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Aircraft fuel and related taxes	$	57	$	44	$	103	$	76
Capacity purchases		88		79		173		148
Other rent and landing fees		3		3		6		5
Selling expenses		10		8		20		15
Other expenses		1		2		3		3
Express expenses	$	159	$	136	$	305	$	247

10. Subsequent Events

     AWA leased 16 aircraft and three spare engines from AerCap (formerly GPA, AerFi and debis AirFinance) in 1990 under long-term leases scheduled to terminate from 2010 to 2013. AWA has an obligation to pay supplemental rent on 12 of the 16 aircraft and all three spare engines. The aggregate supplemental rent owed through 2013, which is an unsecured obligation of AWA, is $33.4 million. In July 2006, AWA paid AerCap $20 million to prepay the $33.4 million in supplemental rent. As a result of this prepayment, annual rental expense will be reduced by approximately $1.9 million through 2013.

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     Item 1C. Condensed Financial Statements of US Airways, Inc.

US Airways, Inc.

Condensed Statements of Operations

(in millions)

(unaudited)

	Successor			Predecessor			Successor			Predecessor
	Company			Company			Company			Company
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2006			June 30, 2005			June 30, 2006			June 30, 2005
Operating Revenues
Mainline passenger	$	1,439		$	1,332		$	2,597		$	2,465
Express passenger		596			436			1,054			750
Cargo		29			25			58			46
Other		162			158			319			311
Total Operating Revenues		2,226			1,951			4,028			3,572
Operating Expenses
Aircraft fuel and related taxes		426			381			776			703
Salaries and related costs		351			332			680			741
Express expenses		534			476			1,033			896
Aircraft rent		95			97			194			195
Aircraft maintenance		80			89			166			161
Other rent and landing fees		100			114			195			214
Selling expenses		79			87			146			181
Special items, net		12			—			(3	)		—
Depreciation and amortization		37			56			73			105
Other		232			260			446			499
Total operating expenses		1,946			1,892			3,706			3,695
Operating income (loss)		280			59			322			(123	)
Nonoperating income (expense)
Interest income		21			7			34			9
Interest expense, net		(53	)		(80	)		(107	)		(156	)
Reorganization items, net		—			(26	)		—			(28	)
Other, net		(1	)		(6	)		(1	)		(7	)
Nonoperating income (expense), net		(33	)		(105	)		(74	)		(182	)
Income (loss) before income taxes		247			(46	)		248			(305	)
Income tax provision (benefit)		1			(2	)		1			(2	)
Net income (loss)	$	246		$	(44	)	$	247		$	(303	)

See accompanying notes to the condensed financial statements.

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US Airways, Inc.

Condensed Balance Sheets

June 30, 2006 and December 31, 2005

(unaudited)

(in millions, except share amounts)

	June 30,			December 31,
	2006			2005
ASSETS
Current assets
Cash and cash equivalents	$	649		$	462
Short-term investments		666			132
Restricted cash		5			8
Accounts receivable, net		284			227
Materials and supplies, net		119			109
Prepaid expenses and other		208			213
Total current assets		1,931			1,151
Property and equipment
Flight equipment		1,559			1,492
Ground property and equipment		201			205
Less accumulated depreciation and amortization		(83	)		(28	)
		1,677			1,669
Equipment purchase deposits		32			32
Total property and equipment		1,709			1,701
Other assets
Goodwill		701			732
Other intangibles, net		525			541
Restricted cash		693			563
Other assets, net		114			120
Total other assets		2,033			1,956
Total assets	$	5,673		$	4,808
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities
Current maturities of debt and capital leases	$	110		$	117
Accounts payable		288			273
Payables to related parties, net		1,476			336
Air traffic liability		864			570
Accrued compensation and vacation		130			145
Accrued taxes		125			108
Other accrued expenses		642			684
Total current liabilities		3,635			2,233
Noncurrent liabilities and deferred credits
Long-term debt and capital leases, net of current maturities		1,124			1,855
Deferred gains and credits		194			215
Postretirement benefits other than pensions		189			189
Employee benefit liabilities and other		417			449
Total noncurrent liabilities and deferred credits		1,924			2,708
Commitments and contingencies
Stockholder’s equity (deficit)
Common stock, $1 par, 1,000 shares issued and outstanding		—			—
Additional paid-in capital		1			1
Accumulated deficit		113			(134	)
Total stockholder’s equity (deficit)		114			(133	)
Total liabilities and stockholder’s equity (deficit)	$	5,673		$	4,808

See accompanying notes to the condensed financial statements.

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US Airways, Inc.

Condensed Statements of Cash Flows

Six Months Ended June 30, 2006 and 2005

(unaudited)

(in millions)

	Successor			Predecessor
	Company			Company
	2006			2005
Net cash provided by (used for) operating activities before reorganization items	$	494		$	(23	)
Reorganization items, net		—			(42	)
Net cash provided by (used for) operating activities		494			(65	)
Cash flows from investing activities
Purchases of property and equipment		(72	)		(40	)
Proceeds from disposition of assets		1			4
Proceeds from the sale of short-term investments		65			—
Purchase of short-term investments		(600	)		—
Increase in long-term restricted cash		(130	)		(167	)
Net cash used for investing activities		(736	)		(203	)
Cash flows from financing activities
Net increase in payable to related parties		438			—
Proceeds from issuance of debt		48			68
Proceeds from issuance of debtor-in-possession financings		—			100
Repayments of debt and capital lease obligations		(57	)		(82	)
Net cash provided by financing activities		429			86
Net increase (decrease) in cash and cash equivalents		187			(182	)
Cash and cash equivalents at beginning of period		462			734
Cash and cash equivalents at end of period	$	649		$	552
Non-cash investing and financing activities
Repayment of ATSB and Airbus loans by parent	$	712		$	—
Property and equipment financed with debt and capital leases		—			53
Loan proceeds received by parent		64			—
Reduction in debt related to sale leaseback transaction		—			624
Reduction in flight equipment related to sale leaseback transaction		—			517
Supplemental information
Cash paid for interest, net of amounts capitalized	$	75		$	138

See accompanying notes to the condensed financial statements.

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US Airways, Inc.

Notes to Condensed Financial Statements

(Unaudited)

1. Basis of presentation

     The accompanying unaudited condensed financial statements of US Airways, Inc. (“US Airways”) should be read in conjunction with the financial statements contained in US Airways’ Annual Report on Form 10-K for the year ended December 31, 2005. US Airways is a wholly owned subsidiary of US Airways Group, Inc. (“US Airways Group”). Management believes that all adjustments, consisting of normally recurring items, necessary for the fair presentation of results have been included in the unaudited condensed financial statements for the interim periods presented. Certain prior year amounts have been reclassified to conform with the 2006 presentation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to passenger revenue recognition, impairment of goodwill, impairment of long-lived and intangible assets subject to amortization, frequent traveler programs, fresh-start reporting and purchase accounting.

     On September 12, 2004, US Airways filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (the “Bankruptcy Court”) (Case Nos. 04-13819-SSM through 04-13823-SSM). On the same day, US Airways Group and three of US Airways Group’s other subsidiaries (collectively with US Airways, the “Debtors”) also filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings Corporation (“America West Holdings”) pursuant to which America West Holdings merged with a wholly owned subsidiary of US Airways Group upon US Airways Group’s emergence from bankruptcy on September 27, 2005. The Debtors’ plan of reorganization was confirmed by the Bankruptcy Court on September 16, 2005 and became effective on September 27, 2005, the same day that the merger with America West Holdings became effective. While the merger was structured such that US Airways Group was the legal acquirer, the merger has been accounted for as a reverse acquisition such that America West Holdings was treated as the accounting acquirer.

     In connection with emergence from bankruptcy, US Airways adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7 “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”). References in the condensed financial statements and the notes to the condensed financial statements to “Predecessor Company” refer to US Airways prior to September 30, 2005. References to “Successor Company” refer to US Airways on and after September 30, 2005, after giving effect to the application of fresh-start reporting. While the effective date of the plan of reorganization and the merger was September 27, 2005, the results of operations for US Airways for the four day period from September 27 through September 30, 2005 are not material to the financial statement presentation. As a result of the adoption of fresh-start reporting, the financial statements prior to September 30, 2005 are not comparable to the financial statements after September 30, 2005, because they are, in effect, those of a new entity.

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     SOP 90-7 requires that the financial statements for periods following the Chapter 11 filing through emergence distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses and provisions for losses directly associated with the reorganization and restructuring of the business are reported separately as reorganization items, net in the condensed statements of operations. In addition, cash used for reorganization items is disclosed separately in the condensed statements of cash flows.

     Comprehensive income encompasses net income and other comprehensive income, which includes all other non-owner transactions and events that change stockholder’s equity. In 2005, other comprehensive income included changes in the fair value of certain derivative financial instruments and adjustments for minimum pension liabilities. Comprehensive loss was $50 million for the three months ended June 30, 2005 and $195 million for the six months ended June 30, 2005. There was no activity within other comprehensive income for the three months and six months ended June 30, 2006.

Frequent Traveler Program

     At the time of the merger, US Airways Group’s principal operating subsidiaries, America West Airlines Inc., (“AWA”) and US Airways, maintained separate frequent travel award programs known as “FlightFund” and “Dividend Miles,” respectively. These programs provide a variety of awards to program members based on accumulated mileage. In May 2006, the two programs were merged into the new Dividend Miles program, which is substantially the same as the former US Airways program. As part of the merger of the plans, the accounts of members participating in both programs were merged into single accounts of the new program. Members of the new Dividend Miles program can redeem miles on either AWA, US Airways, or other members of the Star Alliance. In the second quarter of 2006, US Airways recorded a reduction in the liability of $1 million through special items, net – merger related transition expenses as a result of reduced booking fees due to combining the two programs.

     The estimated cost of providing the free travel, using the incremental cost method as adjusted for estimated redemption rates, is recognized as a liability and charged to operations as program members accumulate mileage and requisite mileage award levels are achieved. For travel awards on partner airlines, the liability is based on the average contractual amount to be paid to the other airline per redemption. The costs associated with the new Dividend Miles programs are allocated to AWA and US Airways as discussed below in Shared Operating Expenses.

Shared Operating Expenses

     The operating expenses of US Airways reflect expenses for certain services shared with AWA, including technology and data processing services, corporate functions such as tax, legal, compliance, finance and operations, and the costs of the combined Dividend Miles frequent traveler program. These shared costs have been allocated based on US Airways’ and AWA’s respective revenue passenger miles (“RPMs”). The operating expenses of US Airways also reflect shared expenses incurred at more than 30 overlap airports where the operations of US Airways and AWA have been consolidated. These shared costs have been allocated based on US Airways and AWA’s respective departures at those airports. Management believes that the methodologies underlying the allocation of these shared costs are reasonable. The following details the total corporate shared expenses and airport shared expenses allocated to AWA and US

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Airways that are included in operating expenses for the six months ended June 30, 2006 (in millions):

	Six Months Ended June 30, 2006
	AWA		US Airways		Total
Corporate Expenses	$	79	$	122	$	201
Airport Expenses		170		303		473
Total Allocated Expenses	$	249	$	425	$	674

2. Special items

     Special items as shown on the condensed statements of operations include the following charges (credits) for the three and six months ended June 30, 2006 (in millions):

	Three Months Ended		Six Months Ended
	June 30, 2006		June 30, 2006
Airbus restructuring (a)	$	—	$	(40	)
Merger related transition expenses (b)		12		37
Special items, net	$	12	$	(3	)

(a)	In connection with the merger and the Airbus Memorandum of Understanding (“Airbus MOU”) executed between US Airways Group, US Airways and AWA, certain aircraft firm orders were restructured. In connection with that restructuring, US Airways Group and America West Holdings were required to pay restructuring fees totaling $89 million by means of set-off against existing equipment deposits of US Airways and AWA held by Airbus of $39 million and $50 million, respectively. Also in connection with the Airbus MOU, US Airways and AWA entered into two loan agreements with commitments of up to $161 million and $89 million. As described in further detail in Note 4, on March 31, 2006, the outstanding principal and accrued interest on the $89 million loan was forgiven upon repayment in full of the $161 million loan in accordance with terms of the Airbus Loans. As a result, US Airways recognized a gain associated with the return of these equipment deposits upon forgiveness of the loan totaling $40 million, consisting of the $39 million in equipment deposits and accrued interest of $1 million.
(b)	In connection with the merger, US Airways incurred $12 million of transition and merger integration costs in the second quarter of 2006. These items included $5 million in personnel costs for severance, retention payments and stock awards; $4 million in continuing professional fees associated with US Airways’ bankruptcy proceedings; $2 million in employee moving expenses; $2 million of aircraft livery costs and $1 million credit associated with reduced costs in connection with the integration of the AWA FlightFunds and US Airways Dividend Miles frequent traveler programs.
	In connection with the merger, US Airways incurred $37 million of transition and merger integration costs in the first six months of 2006. These items included $22 million in personnel costs for severance, retention payments and stock awards, $7 million in continuing professional fees associated with US Airways’ bankruptcy proceedings; $5 million in employee moving expenses; $3 million of aircraft livery costs and $1 million of programming service expense and $1 million credit association with reduced costs in connection with the integration of the AWA FlightFund and US Airways Dividend Miles frequent traveler programs.

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3. Stock options (Adoption of SFAS 123R)

     After emerging from the first bankruptcy in March 2003, the Predecessor Company adopted the fair value method of recording stock-based employee compensation contained in Statement of Financial Accounting Standards (“SFAS”) No. 123 “Accounting for Stock Based Compensation” (“SFAS 123”). The Predecessor Company recorded compensation expense in accordance with the provisions of SFAS 123 during the three and six month periods ended June 30, 2005. Effective with the merger on September 27, 2005, US Airways applied the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. Effective January 1, 2006, US Airways Group adopted SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”), using the modified prospective transition method. Under the modified prospective transition method, compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Results for prior periods are not restated using the modified prospective transition method.

     Substantially all of America West Holdings and AWA employee stock options outstanding at the time of the merger were fully vested in accordance with the change of control provisions of America West Holdings’ stock option plans and were converted into options of US Airways Group. Existing stock options of US Airways Group outstanding prior to the merger on September 27, 2005 were cancelled as part of the plan of reorganization. Accordingly, as of January 1, 2006, only unvested stock options, stock appreciation rights and restricted stock units granted subsequent to and in connection with the merger are subject to the transition provisions of SFAS 123R. At June 30, 2006, approximately 5.3 million shares are available for grant under US Airways Group’s 2005 Equity Incentive Plan.

     US Airways Group’s net income for the three and six months ended June 30, 2006 includes $6 million and $18 million of compensation costs related to share-based payments. Of the $18 million recorded by US Airways Group, $5 million was allocated to the financials of AWA and $13 million was allocated to the financials of US Airways. Upon adoption of SFAS 123R, US Airways Group recorded a cumulative benefit from the accounting change of $1 million, which reflects the impact of estimating future forfeitures for previously recognized compensation expense. The $1 million cumulative benefit was allocated to the financials of AWA. Pursuant to APB 25, stock compensation expense was not reduced for estimated future forfeitures, but instead was reversed upon actual forfeiture. No income tax effect related to share-based payments or the cumulative effect has been recorded as the effects have been immediately offset by the recording of a valuation allowance through the same financial statement caption.

     For the three and six months ended June 30, 2005, the Predecessor Company recognized compensation expense of $4 million and $8 million pursuant to the provisions of SFAS 123.

     Restricted Stock Unit Awards — As of June 30, 2006, US Airways Group has outstanding restricted stock unit awards (“RSUs”) with service conditions (vesting periods) and RSUs with service and performance conditions (vesting periods and obtaining a combined operating certificate for AWA and US Airways). SFAS 123R requires that the grant-date fair value of RSUs be equal to the market price of the share on the date of grant if vesting is based on a service or a performance condition. The grant-date fair value of RSU awards that are subject to both a service and a performance condition are being expensed over the vesting period, as the

39

performance condition is considered probable and the vesting periods of the awards are longer than the period allowed to meet the performance condition. Vesting periods for RSU awards range from two to four years. RSUs are classified as equity awards.

     There were no RSUs granted or outstanding during the six months ending June 30, 2005. Restricted stock unit award activity for the three months ending June 30, 2006 is as follows (shares in thousands):

				Weighted
	Number of			average grant-
2005 Equity Incentive Plan	shares			date fair value
Nonvested balances at January 1, 2006		687		$	26.17
Granted		250			38.45
Vested and released		(7	)		46.38
Forfeited		(14	)		27.55
Nonvested balance at June 30, 2006		916		$	29.35

     As of June 30, 2006, there was $18 million of total unrecognized compensation costs related to RSUs, which will be allocated to the respective statements of operations of AWA and US Airways. These costs are expected to be recognized over a weighted average period of 1.61 years.

     Stock Options and Stock Appreciation Rights — Stock options and stock appreciation rights (“SARs”) are granted with an exercise price equal to the stock’s fair market value at the date of each grant, generally become exercisable over a three to four-year period and expire if unexercised at the end of 10 years. Stock options and SARs are classified as equity awards.

     Stock option and SARs activity for the six months ending June 30, 2006 is as follows (stock options and SARs in thousands):

						Weighted
						average
	Stock			Weighted		remaining		Aggregate
	options			average		contractual term		intrinsic value
	and SARs			exercise price		(years)		(in millions)
1994 Incentive Equity Plan
Balance at January 1, 2006		1,267		$	38.28
Granted		—			—
Exercised		(239	)		22.45
Forfeited		—			—
Expired		(62	)		50.96
Balance at June 30, 2006		966		$	41.38		3.13		11
Exercisable at June 30, 2006		966		$	41.38		3.13		11
2002 Incentive Equity Plan
Balance at January 1, 2006		2,048		$	16.98
Granted		—			—
Exercised		(641	)		15.72
Forfeited		—			—
Expired		—			—
Balance at June 30, 2006		1,407		$	17.55		7.50		46
Exercisable at June 30, 2006		1,200		$	16.96		7.23		40

40

						Weighted
						average
	Stock			Weighted		remaining		Aggregate
	options			average		contractual term		intrinsic value
	and SARs			exercise price		(years)		(in millions)
2005 Equity Incentive Plan
Balance at January 1, 2006		1,973		$	23.15
Granted		1,008			38.75
Exercised		—			—
Forfeited		(56	)		27.55
Expired		—			—
Balance at June 30, 2006		2,925		$	28.44		9.46		65
Exercisable at June 30, 2006		45		$	46.69		9.89		174

     The fair value of stock options and SARs is determined at the grant date using a Black-Scholes option pricing model, which requires several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the stock option or SAR at the time of grant. The dividend yield is assumed to be zero since US Airways Group does not pay dividends and has no current plans to do so in the future. The volatility is based on the historical volatility of US Airways Group over a time period equal to the expected term of the stock option or SAR. The expected life of stock options and SARs is based on the historical experience of US Airways Group.

     The per share weighted-average grant-date fair value of stock options and SARs granted and the weighted-average assumptions used for the three and six months ended June 30, 2006 and 2005 were as follows:

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2006		2005		2006		2005
Weighted average fair value	$	16.45	$	4.48	$	16.11	$	5.05
Risk free interest rate		4.9%		3.4%		4.9%		3.4%
Expected dividend yield		—%		—%		—%		—%
Expected life	2.9 years		4.0 years		2.9 years		4.0 years
Volatility		58%		54%		57%		54%

     As of June 30, 2006, there was $27 million of total unrecognized compensation costs related to stock options and SARs, which will be allocated to the financials of AWA and US Airways. These costs are expected to be recognized over a weighted average period of 1.75 years.

     The total intrinsic value of stock options exercised during the three and six months ended June 30, 2006 was $25 million and $26 million, respectively. There were no stock options exercised during the three or six months ended June 30, 2005. The total fair value of stock awards vested at June 30, 2006 was $27 million. The total fair value of stock awards vested at June 30, 2005 was immaterial due to the Predecessor Company’s bankruptcy proceedings. Cash received from stock option exercises during the six months ended June 30, 2006 totaled $17 million. There were no SARs exercised during the three or six months ended June 30, 2006.

     Agreements with ALPA –US Airways Group and US Airways have a letter of agreement with the Air Line Pilots Association (“ALPA”) that provided that US Airways’ pilots designated by ALPA would receive stock options to purchase 1.1 million shares of US Airways Group’s common stock. The first tranche of 500,000 stock options was granted on January 31, 2006 with an exercise price of $33.65, the average market price for the 20 business days preceding the option issuance date. The stock options granted to ALPA pilots do not reduce the shares available for grant under any of US Airways Group’s plans. Any of these ALPA stock options that are forfeited or that expire without being exercised will not become available for grant under any of US Airways Group’s plans.

41

     The per share fair value of the ALPA pilot stock options granted on January 31, 2006 was $17.11, calculated using a Black-Scholes option pricing model with the following assumptions:

Risk free interest rate		4.4	%
Expected dividend yield		—	%
Contractual term	5.0 years
Volatility		69.8	%

     As of June 30, 2006 there were no unrecognized compensation costs related to stock options granted to ALPA pilots as the stock options were fully vested on the grant date. There were 197,953 stock options exercised as of June 30, 2006 pursuant to this agreement. Cash received from stock options exercised during the six months ended June 30, 2006 totaled $7 million. The total intrinsic value of options exercised during the three and six months ended June 30, 2006 was $2.0 million and $2.1 million, respectively.

4. Debt

     The following table details US Airways’ debt as of June 30, 2006 (in millions). Variable interest rates listed are the rates as of June 30, 2006 unless noted.

	June 30,			December 31,
	2006			2005
Secured
Equipment notes payable, variable interest rates of 6.80% to 10.30%	$	1,243		$	1,240
US Airways Citibank Loan (former ATSB loan)		—			551
Slot financing, interest rate of 8%, installments due through 2015		49			50
Capital lease obligations, interest rate of 8%, installments due through 2021		44			46
GE Credit Facility, variable interest rate of 9.21%, installments due 2006 to 2010		24			28
Airbus Loans		—			186
		1,360			2,101
Unsecured
Note payable to Pension Benefit Guaranty Corporation, interest rate of 6%, interest only payments until due 2012		10			10
		10			10
Total long-term debt and capital lease obligations		1,370			2,111
Less: Unamortized discount on debt		(136	)		(139	)
Current maturities		(110	)		(117	)
Long-term debt and capital lease obligations, net of current maturities	$	1,124		$	1,855

     Refinancing Transaction — On March 31, 2006, US Airways Group entered into a loan agreement with General Electric Capital Corporation (“GECC”) and a syndicate of lenders pursuant to which US Airways Group borrowed an aggregate principal amount of $1.1 billion. On April 7, 2006, US Airways Group entered into an amended and restated loan agreement, which increased the principal amount of the loan to $1.25 billion (as amended and restated, the “GE Loan”). US Airways, America West Holdings, AWA, Piedmont Airlines, Inc., PSA Airlines, Inc. and Material Services Company, Inc. are all guarantors of the GE Loan.

     The GE Loan bears interest at an index rate plus an applicable index margin or, at US Airways Group’s option, LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%, 2.25%, or 2.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900

42

million and $1.25 billion. The applicable LIBOR margin, subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. In addition, interest on the GE Loan may be adjusted based on the credit rating for the GE Loan as follows: (i) subject to clause (ii) below, if the credit rating for the GE Loan is B1 or better from Moody’s and B+ or better from Standard & Poor (“S&P”) as of the last day of the most recently ended fiscal quarter, then (A) the applicable LIBOR margin will be the lower of 3.25% and the rate otherwise applicable based upon the adjusted GE Loan balance and (B) the applicable index margin will be the lower of 2.25% and the rate otherwise applicable based upon the adjusted GE Loan balance, and (ii) if the credit rating for the Loan is Ba3 or better from Moody’s and BB- or better from S&P as of the last day of the most recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50% and the applicable index margin will be 1.50%. The GE Loan matures on March 31, 2011, and no principal payments are scheduled until maturity.

          In addition, the GE Loan requires certain mandatory prepayments upon certain events, establishes certain financial covenants, including minimum cash requirements and maintenance of certain minimum ratios, contains customary affirmative covenants and negative covenants, and contains customary events of default. Under the GE Loan, US Airways Group is required to maintain consolidated unrestricted cash and cash equivalents of not less than $750 million, subject to partial reductions upon specified reductions in the outstanding principal amount of the GE Loan.

          On March 31, 2006, proceeds of the GE Loan were used, in part, to repay in full the following indebtedness:

•      The amended and restated US Airways and AWA loans entered into on September 27, 2005 that had previously been guaranteed by the Air Transportation Stabilization Board (the “ATSB”). On October 19, 2005, $777 million of the loans, of which $752 million had been guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. At the time of repayment of these loans on March 31, 2006, the total outstanding balance of the loans was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan. Proceeds were also used to pay $15 million of accrued interest and fees on the US Airways loan, and $8 million of accrued interest and $5 million of prepayment penalty on the AWA loan.

•      The $161 million loan entered into as of September 27, 2005 between US Airways and AWA and Airbus Financial Services, for which US Airways Group was the guarantor. At the time of repayment on March 31, 2006, the outstanding balance of the loan was $161 million. US Airways and AWA also had an $89 million loan from Airbus Financial Services entered into as of September 27, 2005. In accordance with the terms of the loan agreements, the outstanding principal amount of the $89 million loan was to be forgiven in writing on the earlier of December 31, 2010 or the date that the outstanding principal amount of, accrued interest on, and all other amounts due under the Airbus $161 million loan were paid in full, provided that US Airways Group complies with the delivery schedule for certain Airbus aircraft. As a result of the prepayment of the $161 million loan on March 31, 2006, the $89 million loan agreement was terminated and the $89 million loan, of which $89 million was outstanding, was forgiven along with $1 million in accrued interest.

•      Two loans provided by GECC to AWA pursuant to loan agreements entered into as of September 3, 2004 referred to as the Spare Parts Facility and the Engines Facility. At the time of repayment, the principal amounts outstanding under the Spare Parts

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Facility and the Engines Facility were $76 million and $34 million, respectively. Proceeds were also used to pay $1 million of accrued interest and $1 million of prepayment penalties on these two GECC loans.

          All obligations of the obligors under each of these repaid or terminated loans have been terminated (other than those that survive by the terms of the respective agreements).

5. Emergence from bankruptcy and merger

     (a) Claims resolution

          Pursuant to the bankruptcy process, the Debtors’ claims agent received timely-filed proofs of claims totaling approximately $26.4 billion in the aggregate, exclusive of approximately $13.5 billion in claims by governmental entities. The Debtors continue to be responsible for administering and resolving claims related to the bankruptcy process. The administrative claims objection deadline has been extended from March 27, 2006 to September 15, 2006. As of June 30, 2006, there were approximately $6.8 billion of unresolved claims. The ultimate resolution of certain of the claims asserted against the Debtors in the Chapter 11 cases will be subject to negotiations, elections and Bankruptcy Court procedures. The recovery to individual creditors ultimately distributed to any particular general unsecured creditor under the plan of reorganization will depend on a number of variables, including the agreed value of any general unsecured claims filed by that creditor, the aggregate value of all resolved general unsecured claims and the value of shares of the new common stock of US Airways Group in the marketplace at the time of distribution. The effects of these distributions were reflected in US Airways’ financial statements upon emergence and will not have any further impact on the results of operations.

     (b) Fresh-start reporting and purchase accounting updates

          In connection with its emergence from bankruptcy on September 27, 2005, US Airways adopted fresh-start reporting in accordance with SOP 90-7. Accordingly, US Airways valued its assets and liabilities at fair value. In addition, as a result of the merger which is accounted for as a reverse acquisition under SFAS No. 141 “Business Combinations,” (“SFAS 141”) with America West Holdings as the accounting acquirer, US Airways Group applied the provisions of SFAS 141 and allocated the purchase price to the assets and liabilities of US Airways Group and to its wholly owned subsidiaries, including US Airways.

          In accordance with SFAS 141, the allocation of equity values is subject to adjustment within one year after the date of acquisition when additional information on asset and liability valuations becomes available. US Airways expects that there may be further adjustments including those related to the allocation of the purchase price among US Airways and the other acquired subsidiaries of US Airways Group.

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          Adjustments made in 2006 to previously recorded fair values are as follows (in millions):

Goodwill reported as of December 31, 2005	$	732
Non-current employee benefits and other		(20	)
Long-term debt		(10	)
Payables to related parties		8
Other assets		(13	)
Property and equipment		4
Accrued compensation and vacation		(4	)
Other accrued expenses		2
Materials and supplies, net		3
Accounts receivable		1
Accrued taxes		(2	)
Goodwill reported as of June 30, 2006	$	701

          Adjustments recorded in 2006 resulted as further refinement of information became available on assets and liabilities that existed as of the acquisition date. Adjustments to non-current employee benefits and other represent adjustments to US Airways deferred tax liability and the application of pre-merger credits to outstanding balances for deferred charges under rate per hour engine agreements. Adjustments to other assets represent the application of pre-merger airport operating expense and rent credits.

     (c) Reorganization items

          SOP 90-7 requires that the financial statements for periods following the Chapter 11 filing through emergence distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, revenues, expenses, realized gains and losses and provisions for losses directly associated with the reorganization and restructuring of the business are reported separately as reorganization items in the statements of operations. Reorganization items consisted of the following for the six and three months ended June 30, 2005 (in millions):

	Three Months			Six Months Ended
	Ended June 30, 2005			June 30, 2005
Gain related to curtailment of postretirement benefits (a)	$	—		$	183
Gain related to curtailment of pension plans (a)		—			24
Interest on accumulated cash		3			5
Severance including benefits (b)		(4	)		(99	)
Minimum pension liability adjustment (a)		—			(91	)
Professional fees		(19	)		(34	)
Damage and deficiency claims (c)		(6	)		(14	)
Aircraft order penalties (d)		—			(2	)
Reorganization items, net	$	(26	)	$	(28	)

(a) In January 2005, the Bankruptcy Court approved settlement agreements between US Airways and its unions and the court-appointed Section 1114 Committee, representing retirees other than those represented by the International Association of Machinists and Aerospace Workers and Transport Workers Union, to begin the significant curtailment of postretirement medical benefits. US Airways recognized a gain of $183 million in connection with this curtailment. Also in January 2005, US Airways terminated its three mainline defined benefit plans. US Airways recognized a curtailment gain of $24 million and a $91 million minimum pension liability adjustment in connection with the terminations. See also Note 8.

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(b)	In connection with the labor agreements reached during the bankruptcy, approximately 5,000 employees across several of US Airways’ labor groups were involuntarily terminated or participated in voluntary furlough and termination programs.
(c)	Damage and deficiency claims arise as a result of the election to restructure, abandon or reject aircraft debt and leases during the bankruptcy proceedings.
(d)	As a result of the bankruptcy filing in September 2004, US Airways did not expect to be able to secure the financing necessary to take on-time delivery of three scheduled regional jet aircraft and therefore accrued penalties of $2 million in the first quarter of 2005.

6. Related party transactions

          The following represents net receivable (payable) balances with affiliates as of June 30, 2006 and December 31, 2005:

	June 30, 2006			December 31, 2005
US Airways Group	$	(1,139	)	$	(269	)
AWA		(285	)		(20	)
Other US Airways Group wholly owned subsidiaries		(52	)		(47	)
	$	(1,476	)	$	(336	)

          The payable to US Airways Group consists of $1.04 billion due to debt previously recorded at US Airways which was refinanced with proceeds from the GE Loan, see Note 4. The remainder of the payable to US Airways Group is a result of funds provided and received from US Airways Group which arise in the normal course of business.

          The net payable to AWA consists of cash received by US Airways for AWA and amounts paid by AWA on behalf of US Airways related to various transactions that occur in the normal course of business.

          The net payable with the Other US Airways Group wholly owned subsidiaries consists of amounts due under regional capacity agreements with the other airline subsidiaries and fuel purchase arrangements with a non airline subsidiary.

7. Income Taxes

          US Airways Group files a consolidated federal income tax return. At June 30, 2006, US Airways Group established a full valuation allowance relating to the Company’s net operating loss carryfowards (“NOL”). US Airways Group expects to utilize NOL to reduce any income tax obligation incurred in 2006. As of June 30, 2006, NOL available for use by US Airways Group is approximately $1.4 billion of which $1.0 billion is available for use by US Airways Group in 2006. As discussed above, the Company’s NOL was subject to a full valuation allowance. Utilization of this NOL results in a corresponding decrease in the valuation allowance, which offsets the Company’s tax provision.

          US Airways Group expects to be subject to Alternative Minimum Tax liability (“AMT”) for the full year 2006. In most cases the recognition of AMT liability does not result in tax expense. However, since the Company’s NOL was subject to a full valuation allowance, any liability for AMT is recorded as tax expense. US Airways recorded tax expense of $1 million in the second quarter and the first six months of 2006 for AMT.

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8. Employee benefit plans

          Components of the net and total periodic benefit cost for the three months ended June 30, 2006 (Successor Company) and June 30, 2005 (Predecessor Company) include the following for other post retirement benefits (in millions):

	Three Months Ended June 30,					Six Months Ended June 30,
	2006		2005			2006		2005
Service cost	$	1	$	1		$	2	$	7
Interest cost		3		3			6		18
Expected return on plan assets		—		—			—		—
Amortization of:
Prior service benefit		—		(31	)		—		(44	)
Actuarial gain		—		(4	)		—		(7	)
Net periodic cost		4		(31	)		8		(26	)
Curtailment gain		—		—			—		(183	)
Total (income) cost	$	4	$	(31	)	$	8	$	(209	)

          Due to the termination of the pension plans in the first quarter of 2005, as discussed below, there were no net or total periodic benefit costs recorded subsequent to the first quarter of 2005. Components of the net and total periodic benefit cost for the six months ended June 30, 2005 (Predecessor Company) include the following for pension benefits (in millions):

	Six Months Ended
	June 30, 2005
Service cost	$	1
Interest cost		6
Expected return on plan assets		(5	)
Net periodic cost		2
Curtailment gain		(24	)
Total (income) cost	$	(22	)

          On November 12, 2004, US Airways filed a motion requesting a determination from the Bankruptcy Court that US Airways satisfied the financial requirements for a “distress termination” under section 4041(c)(2)(B)(ii)(IV) of the Employee Retirement Security Act of 1974, as amended (“ERISA”), of the Retirement Plan for Flight Attendants in the Service of US Airways, Inc. (“AFA Plan”), the Pension Plan for Employees of US Airways, Inc. Who Are Represented by the International Association of Machinists and Aerospace Workers (“IAM Plan”), and the Retirement Plan for Certain Employees of US Airways, Inc. (“CE Plan”), and approval of each plan’s termination. These plans had aggregate benefit obligations of $2.71 billion and aggregate plan assets of $1.76 billion, as of the plans’ termination dates in January 2005. On January 6, 2005, the Bankruptcy Court entered an order (i) finding that the financial requirements for a distress termination of the plans had been met and (ii) approving termination of the plans. The AFA Plan and the IAM Plan were terminated effective January 10, 2005, which was the date agreed to by the Pension Benefit Guaranty Corporation (“PBGC”) and US Airways. The CE Plan was terminated effective January 17, 2005, which was the date agreed to by the PBGC and US Airways. Effective February 1, 2005, the PBGC was appointed trustee for each of the three plans.

          Upon termination of the plans in the first quarter of 2005, US Airways recognized a curtailment gain of $24 million and a $91 million charge related to the minimum pension liability, which was previously recorded in other comprehensive income. These amounts are included in

47

reorganization items, net in the statements of operations (see Note 5(c)). Upon emergence from bankruptcy on September 27, 2005, the Bankruptcy Court approved a settlement agreement between US Airways and the PBGC which required the PBGC to release all claims against US Airways in return for US Airways issuing (i) a $13.5 million cash payment, paid in October 2005, (ii) a 6.00% note payable for $10 million, and (iii) 70%, or 4,873,485 shares, of the unsecured creditors stock, net of the shares allocated to ALPA, valued at $57 million. Accordingly, US Airways eliminated the $948 million liability related to the three terminated plans, including the minimum liability adjustment, and recognized a net settlement gain of $868 million. This gain was included in reorganization items, net in the statements of operations in the third quarter of 2005.

          During hearings in late 2004 and January 2005, the Bankruptcy Court approved various settlement agreements between US Airways and its unions, and between US Airways and the court-appointed Section 1114 Committee (representing retirees not represented by the unions) to begin the significant curtailments of postretirement benefits. Effective March 1, 2005, those benefits were significantly reduced. US Airways remeasured its postretirement obligations based on the new terms, which resulted in a reduction in the postretirement obligation of approximately $1.1 billion and a curtailment gain of $183 million. Since the re-measurement and reduction in postretirement obligation created a significant unrecognized prior service gain, US Airways recognized net periodic other postretirement benefit income until the emergence from bankruptcy on September 27, 2005. In accordance with SOP 90-7, US Airways revalued its postretirement benefit obligation on emergence, and adjusted its liability to $229 million, a reduction of $1.25 billion. Of this, a $1.24 billion gain, including the recognition of the unamortized portion of the prior service gain created as a result of the benefit curtailment, was included in reorganization items, net in the statement of operations. Adjustments made subsequent to September 30, 2005 totaling $10 million were made directly to goodwill.

9. Express expenses

          Expenses associated with US Airways’ MidAtlantic division, US Airways Group’s wholly owned regional airlines and affiliate regional airlines operating as US Airways Express have been classified as Express expenses on the statements of operations and prior periods have been reclassified. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. Express expenses consist of the following for the three and six months ended June 30, 2006 (Successor Company) and June 30, 2005 (Predecessor Company) (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Aircraft fuel and related taxes	$	147	$	128	$	273	$	193
Salaries and related costs		16		22		32		44
Capacity purchases		262		217		507		446
Aircraft rent		2		7		9		14
Aircraft maintenance		1		4		3		7
Other rent and landing fees		32		29		62		59
Selling expenses		31		25		55		44
Depreciation and amortization		—		2		—		4
Other expenses		43		42		92		85
Express expenses	$	534	$	476	$	1,033	$	896

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

          Part I, Item 2 of this report should be read in conjunction with Part II, Item 7 of the 2005 Form 10-K. The information contained herein is not a comprehensive discussion and analysis of the financial condition and results of operations of the Company, but rather updates disclosures made in the 2005 Form 10-K.

          Overview

          US Airways Group is a holding company whose primary business activity, prior to its merger with America West Holdings, was the operation of a major network air carrier through its ownership of the common stock of US Airways, Piedmont Airlines, Inc. (“Piedmont”), PSA Airlines, Inc. (“PSA”), Material Services Company, Inc. (“MSC”) and Airways Assurance Limited. US Airways, along with a network of US Airways Group’s regional airline subsidiaries, US Airways’ MidAtlantic division and affiliated carriers flying as US Airways Express, was a hub-and-spoke carrier with a substantial presence in the Eastern United States and with service to Canada, the Caribbean, Latin America and Europe. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. US Airways had approximately 42 million passengers boarding its planes in 2005 and was the seventh largest U.S. air carrier based on available seat miles (“ASMs”) and revenue passenger miles (“RPMs”). As of June 30, 2006, US Airways had 224 jet aircraft.

          America West Holdings is a holding company whose primary business activity prior to the merger was the operation of a low-cost air carrier through its ownership of AWA. AWA accounted for most of America West Holdings’ revenues and expenses prior to the merger in September 2005. Prior to the merger AWA had approximately 22 million passengers boarding its planes in 2005, and was the eighth largest passenger airline and the second largest low-cost carrier in the United States based on 2005 operating revenues and ASMs and RPMs. AWA was the largest low-cost carrier operating a hub-and-spoke network before the merger, with hubs in both Phoenix and Las Vegas. As of June 30, 2006, AWA had 135 jet aircraft.

          On September 12, 2004, US Airways Group and its domestic subsidiaries, US Airways, Piedmont, PSA and MSC (collectively, the “Debtors”), which at the time accounted for substantially all of the operations of US Airways Group, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (the “Bankruptcy Court”). On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings merged with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a letter agreement on July 7, 2005. The merger became effective upon US Airways Group’s emergence from bankruptcy on September 27, 2005.

          Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline in the United States as measured by domestic RPMs and ASMs. The Company has primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. The Company is a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada,

49

the Caribbean, Latin America and Europe, making it the only low-cost carrier with a significant international route presence. Starting in December 2005, the Company expanded its route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating as US Airways Express. As discussed above, US Airways’ MidAtlantic division ceased operations during the second quarter of 2006.

          The merger has been accounted for as a reverse acquisition using the purchase method of accounting. As a result, although the merger was structured such that America West Holdings became a wholly owned subsidiary of US Airways Group, America West Holdings was treated as the acquiring company for accounting purposes due to the following factors: (1) America West Holdings’ stockholders received the largest share of US Airways Group’s common stock in the merger in comparison to unsecured creditors of US Airways Group; (2) America West Holdings received a larger number of designees to the board of directors; and (3) America West Holdings’ Chairman and Chief Executive Officer prior to the merger became the Chairman and Chief Executive Officer of the combined company. As a result of the reverse acquisition, the results of operations for the three and six month periods of 2005 are those of America West Holdings.

          Recent Developments

          Refinancing Transaction — On March 31, 2006, US Airways Group entered into a loan agreement with General Electric Capital Corporation (“GECC”) and a syndicate of lenders pursuant to which the Company borrowed an aggregate principal amount of $1.1 billion. On April 7, 2006, US Airways Group entered into an amended and restated loan agreement, which increased the principal amount of the loan to $1.25 billion (as amended and restated, the “GE Loan”). US Airways, America West Holdings, AWA, Piedmont, PSA and MSC are all guarantors of the GE Loan.

          The GE Loan bears interest at an index rate plus an applicable index margin or, at the Company’s option, LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%, 2.25%, or 2.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. The applicable LIBOR margin, subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. In addition, interest on the GE Loan may be adjusted based on the credit rating for the GE Loan as follows: (i) subject to clause (ii) below, if the credit rating for the GE Loan is B1 or better from Moody’s and B+ or better from Standard & Poor (“S&P”) as of the last day of the most recently ended fiscal quarter, then (A) the applicable LIBOR margin will be the lower of 3.25% and the rate otherwise applicable based upon the adjusted GE Loan balance and (B) the applicable index margin will be the lower of 2.25% and the rate otherwise applicable based upon the adjusted GE Loan balance, and (ii) if the credit rating for the Loan is Ba3 or better from Moody’s and BB- or better from S&P as of the last day of the most recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50% and the applicable index margin will be 1.50%. The GE Loan matures on March 31, 2011, and no principal payments are scheduled until maturity.

          In addition, the GE Loan requires certain mandatory prepayments upon certain events, establishes certain financial covenants, including minimum cash requirements and maintenance of certain minimum ratios, contains customary affirmative covenants and negative covenants, and contains customary events of default. Under the GE Loan, US Airways Group is required to maintain consolidated unrestricted cash and cash equivalents of not less than $750 million, subject to partial reductions upon specified reductions in the outstanding principal amount of the GE Loan.

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          On March 31, 2006, proceeds of the GE Loan were used, in part, to repay in full the following indebtedness:

• The amended and restated US Airways and AWA loans entered into on September 27, 2005 that had previously been guaranteed by the Air Transportation Stabilization Board (the “ATSB”). On October 19, 2005, $777 million of the loans, of which $752 million had been guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. At the time of repayment of these loans on March 31, 2006, the total outstanding balance of the loans was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan.

• The $161 million loan entered into as of September 27, 2005 between US Airways and AWA and Airbus Financial Services, for which US Airways Group was the guarantor. At the time of repayment on March 31, 2006, the outstanding balance of the loan was $161 million. US Airways and AWA also had an $89 million loan from Airbus Financial Services entered into as of September 27, 2005. In accordance with the terms of the loan agreements, the outstanding principal amount of the $89 million loan was to be forgiven in writing on the earlier of December 31, 2010 or the date that the outstanding principal amount of, accrued interest on, and all other amounts due under the Airbus $161 million loan were paid in full, provided that the Company complies with the delivery schedule for certain Airbus aircraft. As a result of the prepayment of the $161 million loan on March 31, 2006, the $89 million loan agreement was terminated and the $89 million loan, of which $89 million was outstanding, was forgiven.

• Two loans provided by GECC to AWA pursuant to loan agreements entered into as of September 3, 2004 referred to as the Spare Parts Facility and the Engines Facility. At the time of repayment, the principal amounts outstanding under the Spare Parts Facility and the Engines Facility were $76 million and $34 million, respectively. Proceeds were also used to pay $1 million of accrued interest and $1 million of prepayment penalties on these two GECC loans.

          All obligations of the obligors under each of these repaid or terminated loans have been terminated (other than those that survive by the terms of the respective agreements).

Conversion of 7.5% Convertible Senior Notes due 2009 — In connection with the closing of AWA’s original ATSB loan and the related transactions in January 2002, America West Holdings issued $105 million of 7.5% convertible senior notes due 2009. On March 24, 2006, America West Holdings gave notice to the holders of the 7.5% convertible senior notes that it was redeeming the notes in full, at a redemption price of 102.50% of the principal amount of the notes, as required under the terms of the indenture, plus accrued and unpaid interest up to, but not including, the date of redemption. The redemption price, plus the relevant interest, was $1,052.50 per $1,000 principal amount of the notes, and the redemption date was April 13, 2006. Holders had the right, at any time at or prior to the close of business on April 11, 2006, to convert the notes into shares of the common stock of US Airways Group at a price of $29.09 per share, or 34.376 shares per $1,000 principal amount. Holders who converted also received interest up to the date of conversion. A total of $112 million in principal amount of the notes was converted into shares of common stock prior to the redemption date, resulting in the issuance of 3,860,358 shares of common stock. In connection with the conversion of the notes into common stock, the

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associated unamortized discount of $17 million was recorded as a reduction in the amount of Paid in Capital for the conversion.

          US Airways Group’s Emergence from Bankruptcy — In accordance with the Bankruptcy Code, the plan of reorganization classified claims into classes according to their relative priority and other criteria and provides for the treatment for each class of claims. Pursuant to the bankruptcy process, the Debtors’ claims agent received timely-filed proofs of claims totaling approximately $26.4 billion in the aggregate, exclusive of approximately $13.5 billion in claims by governmental entities. The Debtors continue to be responsible for administering and resolving claims related to the bankruptcy process. The administrative claims objection deadline has been extended from March 27, 2006 to September 15, 2006. As of June 30, 2006, there were approximately $6.8 billion of unresolved claims. The ultimate resolution of certain of the claims asserted against the Debtors in the Chapter 11 cases will be subject to negotiations, elections and Bankruptcy Court procedures. The recovery to individual creditors ultimately distributed to any particular general unsecured creditor under the plan of reorganization will depend on a number of variables, including the agreed value of any general unsecured claims filed by that creditor, the aggregate value of all resolved general unsecured claims and the value of shares of the new common stock of US Airways Group in the marketplace at the time of distribution. The effects of these distributions were reflected in US Airways’ financial statements upon emergence and will not have any further impact on the results of operations.

          While a significant amount of the Debtors’ liabilities were extinguished as a result of the discharge granted upon confirmation of the plan of reorganization, not all of the Debtors’ liabilities were subject to discharge. The types of obligations that the Debtors remain responsible for include those relating to their secured financings, aircraft financings, certain environmental liabilities, the continuing obligations arising under contracts and leases assumed by the Debtors and certain grievances with our labor unions, as well as allowed administrative claims. Allowed administrative claims consist primarily of the costs and expenses of administration of the Chapter 11 cases, including the costs of operating the Debtors’ businesses since filing for bankruptcy. The Debtors received a large number of timely filed administrative claims, as well as additional claims that were late filed without permission of the Bankruptcy Court. Included in these claims, however, are claims for amounts arising in the ordinary course that have either already been paid, or that are included in the Debtors’ business plan and are expected to be paid in the ordinary course. Also included are claims that are duplicative, claims for which the Debtors believe there is no legal merit for a claim of any status, and claims that the Debtors believe may be valid as unsecured claims but are not entitled to administrative claims status. Accordingly, the Debtors believe that only a very small portion of the claims filed in response to the bar dates for non-ordinary course administrative expense claims will actually be allowed in amounts exceeding the ordinary course expenditures already contained in the Debtors’ business plan. However, there can be no assurances that the aggregate amount of the claims ultimately allowed will not be material. To the extent any of these claims are allowed, they will generally be satisfied in full.

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          US Airways Group’s Results of Operations

          For the second quarter of 2006, US Airways Group’s operating revenues were $3.19 billion, operating income was $342 million and diluted earnings per common share was $3.25 on net income of $305 million. For the second quarter of 2005, operating revenues were $845 million, operating income was $13 million and loss per common share was $0.20 on a net loss of $3 million.

          For the first six months of 2006, US Airways Group’s operating revenues were $5.84 billion, operating income was $467 million and diluted earnings per common share was $4.03 on net income of $370 million. For the first six months of 2005, operating revenues were $1.58 billion, operating income was $58 million and loss per common share was $7.89 on a net loss of $177 million. In 2005, America West Holdings retroactively changed its accounting policy for certain maintenance costs from the deferral method to the direct expense method, as if that change occurred January 1, 2005. This resulted in a $202 million expense associated with the cumulative effect of a change in accounting principle, or $9.20 per common share.

US Airways Group
Consolidated Statement of Operations
(in millions)

	Three months						Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
Operating revenues:
Mainline passenger	$	2,186		$	657		$	3,996		$	1,234
Express passenger		780			129			1,392			233
Cargo		37			8			74			17
Other		188			51			378			96
Total operating revenues		3,191			845			5,840			1,580
Operating expenses:
Aircraft fuel and related taxes		669			199			1,223			359
Gain on fuel hedging instruments, net		(29	)		(9	)		(56	)		(69	)
Salaries and related costs		542			174			1,045			349
Express expenses		660			136			1,276			247
Aircraft rent		180			81			365			158
Aircraft maintenance		153			66			291			120
Other rent and landing fees		145			46			285			87
Selling expenses		121			44			228			81
Special items, net		35			—			(9	)		1
Depreciation and amortization		45			12			90			23
Other		328			83			635			166
Total operating expenses		2,849			832			5,373			1,522
Operating income		342			13			467			58
Nonoperating income (expense)
Interest income		41			2			66			4
Interest expense, net		(72	)		(20	)		(147	)		(39	)
Other, net		—			2			(11	)		2
Nonoperating expense, net		(31	)		(16	)		(92	)		(33	)
Income (loss) before taxes and cumulative effect of change in accounting principle		311			(3	)		375			25
Income tax provision		6			—			6			—
Income (loss) before cumulative effect of change in accounting principle		305			(3	)		369			25
Cumulative effect of change in accounting principle		—			—			1			(202	)
Net income (loss)	$	305		$	(3	)	$	370		$	(177	)

53

          US Airways Group realized net income of $305 million for the second quarter of 2006. Net income in the second quarter included $29 million of net gains associated with AWA’s fuel hedging transactions. This includes $11 million of net realized gains on settled hedge transactions and $18 million of unrealized gains resulting from the application of mark-to-market accounting for changes in the fair value of fuel hedging instruments. The Company is required to use mark-to-market accounting as its existing fuel hedging instruments do not meet the requirements for hedge accounting established by Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. If these instruments had qualified for hedge accounting treatment, any unrealized gains or losses, including the $18 million discussed above, would be deferred in other comprehensive income, a component of stockholders’ equity, until the jet fuel is purchased and the underlying fuel hedging instrument is settled. Given the market volatility of jet fuel, the fair value of these fuel hedging instruments is expected to change until settled.

          In the second quarter of 2005, US Airways Group’s net loss was $3 million. Net loss for the second quarter included $9 million of net gains associated with fuel hedging transactions. This includes $12 million of realized gains on settled hedge transactions which was offset in part by $3 million of unrealized losses resulting from the application of mark-to-market accounting for changes in the fair value of fuel hedging instruments.

          The Company was in a cumulative loss position for three out of the four years between December 31, 2002 and December 31, 2005, which weighed heavily in the determination that a valuation allowance was needed. In accordance with SFAS No. 109, “Accounting for Income Taxes,” a full valuation allowance has been established relating to the Company’s net operating loss carryforwards (“NOL”).

          The Company expects to utilize NOL to reduce any income tax obligation incurred in 2006. As of June 30, 2006, NOL available for use by the Company is approximately $1.4 billion of which $1.0 billion is available for use by the Company in 2006. As discussed above, the Company’s NOL was subject to a full valuation allowance. Utilization of this NOL results in a corresponding decrease in the valuation allowance, which offsets the Company’s tax provision.

          The Company expects to be subject to Alternative Minimum Tax liability (“AMT”) for the full year 2006. In most cases the recognition of AMT liability does not result in tax expense. However, since the Company’s NOL was subject to a full valuation allowance, any liability for AMT is recorded as tax expense. The Company recorded a tax expense of $5 million in the second quarter and the first six months of 2006 for AMT. The Company also recorded $1 million of state income tax related to certain states where NOLs were not available to be used.

          The Company did not record income tax expense in the second quarter or the first six months of 2005 as it expected to realize a loss for the full year 2005, for which no income tax benefit was recorded.

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Three Months Ended June 30, 2006
Compared with the
Three Months Ended June 30, 2005

          Total operating revenues for the second quarter of 2006 were $3.19 billion, as compared to $845 million in 2005, an increase of $2.35 billion. Mainline passenger revenues increased $1.53 billion as compared to 2005, which was due to the inclusion of $1.44 billion in US Airways’ mainline passenger revenue in the 2006 period as well as increases in mainline passenger revenue at AWA driven by a 16.4% increase in yield. Express passenger revenues were $780 million in the second quarter of 2006, an increase of $651 million from 2005, due to the inclusion of $596 million in revenue from the wholly owned and affiliate carriers operating as US Airways Express as well as a $55 million increase in Express revenue at AWA. Cargo and other revenues increased $29 million and $137 million, respectively, primarily due to the inclusion of US Airways in the 2006 results.

          Total operating expenses for the second quarter of 2006 were $2.85 billion, an increase of $2.02 billion compared to the 2005 period results of America West Holdings. Mainline operating expenses were $2.19 billion for the second quarter of 2006 as compared to $696 million in 2005. The increase in mainline operating expenses of $1.49 billion is primarily due to the inclusion of US Airways mainline operating expenses of $1.41 billion. Mainline operating expenses at AWA increased in 2006 as compared to 2005, primarily due to increases in aircraft fuel and related taxes. The 2006 results include special items of $35 million for merger related transition costs. See Note 2 to US Airways Group’s condensed consolidated financial statements for additional information on special items. The 2005 quarter also includes a $4 million loss on the sale-leaseback of one new Airbus aircraft acquired during the quarter.

          US Airways Group had net nonoperating expense of $31 million in the second quarter of 2006 compared to nonoperating expense of $16 million in 2005. Increases in interest income are due to the inclusion of $21 million of interest from US Airways Group in the 2006 period, as well as a $16 million increase in interest income at AWA due to higher cash and short-term investment balances and higher average rates of return on investments and $7 million of interest income earned by AWA on certain prior year federal income tax refunds. Interest expense increased from $20 million in 2005 to $72 million in 2006 due to the inclusion of $62 million in interest from US Airways Group as well as increases at AWA due to higher average outstanding debt, due in part to transactions related to the merger and higher average interest rates.

Six Months Ended June 30, 2006
Compared with the
Six Months Ended June 30, 2005

          Total operating revenues for the first six months of 2006 were $5.84 billion, as compared to $1.58 billion in 2005, an increase of $4.26 billion. Mainline passenger revenues increased $2.76 billion as compared to 2005, which was due to the inclusion of $2.60 billion in US Airways’ mainline passenger revenue in the 2006 period as well as increases in mainline passenger revenue at AWA driven by a 14.9% increase in yield. Express passenger revenues were $1.39 billion for the first six months of 2006, an increase of $1.16 billion from 2005, due to the inclusion of $1.05 billion in revenue from the wholly owned and affiliate carriers operating as US Airways Express as well as a $104 million increase in Express revenue at AWA. Cargo and other revenues increased $57 million and $282 million, respectively, primarily due to the inclusion of US Airways in the 2006 results.

55

          Total operating expenses for the first six months of 2006 were $5.37 billion, an increase of $3.85 billion compared to the 2005 period results of America West Holdings. Mainline operating expenses were $4.10 billion for the first six months of 2006 as compared to $1.28 billion in 2005. The increase in mainline operating expenses of $2.82 billion is primarily due to the inclusion of US Airways mainline results of $2.67 billion. Mainline operating expenses at AWA increased in 2006 as compared to 2005, primarily due to increases in aircraft fuel and related taxes. The 2006 results include a net credit for special items of $9 million, consisting of a $90 million credit related to the Airbus restructuring which was offset in part by $81 million of merger related transition costs. See Note 2 to US Airways Group’s condensed consolidated financial statements for additional information on special items. The 2005 results include $1 million of special items related to the write-down of deferred aircraft rent payments associated with the return of Boeing aircraft and a $8 million loss on the sale-leaseback of two new Airbus aircraft acquired during the period.

          US Airways Group had net nonoperating expense of $92 million in the first six months of 2006 compared to nonoperating expense of $33 million in 2005. Increases in interest income are due to the inclusion of $39 million of interest from US Airways Group in the 2006 period, as well as a $26 million increase in interest income at AWA due to higher cash and short-term investment balances and higher average rate of returns on investments and $7 million of interest income earned by AWA on certain prior year federal income tax refunds. Interest expense increased from $39 million in 2005 to $147 million in 2006 due to the inclusion of $115 million in interest from US Airways Group as well as increases at AWA due to higher average outstanding debt, due in part to transactions related to the merger and higher average interest rates. The 2006 period includes other nonoperating expenses of $6 million related to prepayment penalties in connection with the refinancing of the former ATSB and GECC loans in March 2006 and $5 million in accelerated amortization of debt issuance costs and debt discounts in connection with the former ATSB and GECC loans. See Recent Developments discussion above.

          AWA’s Results of Operations

          For the second quarter of 2006, AWA’s operating revenues increased to $981 million from $845 million in the same period in 2005. Operating income was $61 million in the second quarter of 2006, compared to $15 million in the second quarter of 2005. Operating income in the 2006 period included net charges from special items of $23 million and $29 million of net gains associated with fuel hedging transactions. The net fuel hedging gains included $11 million of net realized gains on settled hedge transactions and $18 million of net unrealized gains resulting from mark-to-market accounting for changes in the fair value of the fuel hedging instruments. The 2005 period included $9 million of net gains associated with fuel hedging transactions. This included $12 million of net realized gains on settled hedge transactions and $3 million of net unrealized losses resulting from mark-to-market accounting for changes in the fair value of the fuel hedging instruments. Net income for the second quarter of 2006 was $68 million as compared to a net loss of $2 million for the comparable 2005 period.

          For the first six months of 2006, AWA’s operating revenues increased to $1.84 billion from $1.58 billion in the same period in 2005. Operating income was $144 million in the second quarter of 2006, compared to $60 million in the second quarter of 2005. Operating income in the 2006 period included a net credit from special items of $7 million and $56 million of net gains associated with fuel hedging transactions. The net fuel hedging gains included $12 million of net realized gains on settled hedge transactions and $44 million of net unrealized gains resulting from mark-to-market accounting for changes in the fair value of the fuel hedging instruments. The 2005 period included $69 million of net gains associated with fuel hedging transactions. This included $23 million of net realized gains on settled hedge transactions and $46 million of net unrealized losses resulting from mark-to-market accounting for changes in the fair value of the fuel hedging instruments. Net income

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for the first six months of 2006 was $127 million as compared to a net loss of $175 million for the comparable 2005 period.

          As discussed in the US Airways Group’s Results of Operations above, AWA recorded a tax expense of $4 million in the second quarter and the first six months of 2006 for AMT. AWA did not record income tax expense in the second quarter or first six months of 2005 as it expected to realize a loss for the fiscal year 2005, for which no income tax benefit was recorded.

          The table below sets forth selected mainline operating data for AWA:

	Three Months Ended									Six Months Ended
	June 30,						Percent Change			June 30,						Percent Change
	2006			2005			2006-2005			2006			2005			2006-2005
Revenue passenger miles (millions) (a)		6,238			6,386			(2.3	)		11,898			12,057			(1.3	)
Available seat miles (millions) (b)		7,580			7,755			(2.3	)		14,779			15,057			(1.8	)
Load factor (c)		82.3	%		82.3	%	0		pts		80.5	%		80.1	%	0.4		pts
Yield (d)		11.97			10.29			16.4			11.76			10.23			14.9
Passenger revenue per available seat mile (e)		9.85			8.47			16.3			9.47			8.20			15.5
Cost per available seat mile (f)		10.05			8.95			12.3			9.43			8.45			11.6
Passenger enplanements (thousands) (g)		5,545			5,752			(3.6	)		10,637			10,924			(2.6	)
Aircraft at end of period		135			143			(5.6	)		135			143			(5.6	)
Block hours (h)		139,183			143,365			(2.9	)		273,153			279,862			(2.4	)
Average stage length (miles) (i)		1,040			1,037			0.3			1,034			1,030			0.4
Average passenger journey (miles) (j)		1,609			1,681			(4.3	)		1,594			1,653			(3.6	)
Gallons of aircraft fuel consumed (millions)		111.1			114.5			(3.0	)		216.3			221.7			(2.4	)
Average aircraft fuel price including tax (per gallon)	$	2.18		$	1.74			25.3		$	2.07		$	1.62			27.6
Full time equivalent employees at end of period		12,766			12,200			4.6			12,766			12,177			4.8

(a)	Revenue passenger mile (“RPM”) — A basic measure of sales volume. A RPM represents one passenger flown one mile.
(b)	Available seat mile (“ASM”) — A basic measure of production. An ASM represents one seat flown one mile.
(c)	Load factor — The percentage of available seats that are filled with revenue passengers.
(d)	Yield — A measure of airline revenue derived by dividing passenger revenue by revenue passenger miles and expressed in cents per mile.
(e)	Passenger revenue per available seat mile (“PRASM”) — Total passenger revenues divided by total available seat miles.
(f)	Cost per available seat mile (“CASM”) — Total mainline operating expenses divided by total available seat miles.
(g)	Passenger enplanements —The number of passengers on board an aircraft including local, connecting and through passengers.
(h)	Block hours — The hours measured from the moment an aircraft first moves under its own power, including taxi time, for the purposes of flight until the aircraft is docked at the next point of landing and its power is shut down.
(i)	Average stage length — The average of the distances flown on each segment of every route.
(j)	Average passenger journey — The average one-way trip measured in miles for one passenger origination.

57

Three Months Ended June 30, 2006
Compared with the
Three Months Ended June 30, 2005

     Total operating revenues for the second quarter of 2006 were $981 million, as compared to $845 million for the 2005 period, an increase of 16.1%. Mainline passenger revenues were $747 million for the second quarter of 2006, an increase of $90 million from the comparable 2005 quarter. Passenger yield increased 16.4% to 11.97 cents and PRASM increased 16.3% to 9.85 cents in the 2006 period from 8.47 cents in the 2005 period. PRASM increases were due to improvements in the revenue environment from increased demand, fuel-driven fare increases and reductions in industry capacity. Load factor remained flat period over period at 82.3% as ASMs and RPMs each decreased 2.3% in the 2006 period.

     Express passenger revenues were $184 million for the second quarter of 2006, an increase of $55 million from the comparable 2005 quarter due to an increase in passenger yield of 30% to 19.11 cents from 14.74 cents in 2005.

     The table below sets forth mainline and Express operating expenses for AWA for the three months ended June 30, 2006 and 2005 (in millions):

	2006			2005
Operating expenses:
Aircraft fuel and related taxes	$	242		$	199
Gains on fuel hedging instruments, net		(29	)		(9	)
Salaries and related costs		191			173
Aircraft rent		85			81
Aircraft maintenance		73			66
Other rent and landing fees		45			46
Selling expenses		42			44
Special items, net		23			—
Depreciation and amortization		10			12
Other		79			82
Total mainline operating expenses		761			694
Express expenses		159			136
Total operating expenses	$	920		$	830

     Total operating expenses in the second quarter of 2006 were $920 million, an increase of $90 million or 10.8%, compared to the 2005 quarter. Mainline operating expenses were $761 million in the 2006 period, an increase of $67 million from the 2005 period. Mainline cost per available seat mile (mainline CASM) increased 12.3% to 10.05 cents in the second quarter of 2006 from 8.95 cents for the comparable 2005 period. The 2006 period results included special items of $23 million, which increased mainline CASM by 30 cents for the period. The increase in CASM was driven by a 25.3% increase in the average fuel price per gallon from $1.74 in the 2005 second quarter to $2.18 per gallon in the second quarter of 2006. As a result, aircraft fuel expense for the quarter was $242 million, which accounted for $43 million of the period-over-period increase in operating expenses.

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     The table below sets forth the major components of mainline CASM for AWA for the three months ended June 30, 2006 and 2005 (in cents):

							Percent
	2006			2005			change
Aircraft fuel and related taxes		3.19			2.57			24.4
Gains on fuel hedging instruments, net		(0.38	)		(0.12	)		229.7
Salaries and related costs		2.52			2.23			13.0
Aircraft rent		1.12			1.04			7.4
Aircraft maintenance		0.96			0.85			13.2
Other rent and landing fees		0.59			0.59			—
Selling expenses		0.55			0.57			(2.3	)
Special items, net		0.30			—			—
Depreciation and amortization		0.13			0.15			(14.7	)
Other		1.07			1.07			—
		10.05			8.95			12.3

     Significant changes in the components of mainline CASM are explained as follows:

• Aircraft fuel and related tax expense per ASM increased 24.4% primarily due to a 25.3% increase in the average price per gallon of fuel to $2.18 in the second quarter of 2006 from $1.74 in the comparable 2005 quarter.

• Salaries and related costs increased 13.0% primarily due to costs associated with employee incentive plans including $14 million recorded in the second quarter of 2006 for the US Airways profit sharing plan.

• Aircraft rent expense per ASM increased 7.4% due principally to aircraft mix, as previously leased Boeing 737-300 and Airbus A320 aircraft were returned to aircraft lessors and replaced with leased Airbus A320 and A319 aircraft at higher monthly lease rates.

• Aircraft maintenance expense per ASM increased 13.2% due primarily to timing as a higher number of heavy maintenance checks occurred in the second quarter of 2006 as compared to 2005.

• Depreciation and amortization expense per ASM decreased 14.7% due to the mix of leased to owned aircraft as a result of sale-leaseback transactions in the third quarter of 2005.

     Express expenses increased 16.9% in the second quarter of 2006 to $159 million from $136 million in the second quarter of 2005. Aircraft operating expense for the quarter was $102 million, which accounted for $10 million of the period-over-period increase in Express operating expenses. In addition, aircraft fuel expense was $57 million which accounted for $13 million of the period-over-period increase.

59

     AWA had net nonoperating income of $11 million in the second quarter of 2006 compared to net nonoperating expenses of $17 million in the second quarter of 2005. Interest income increased $16 million due to significantly higher cash and short-term investment balances and higher average rates of returns on investments and $7 million in interest income due to interest income earned by AWA on certain prior year federal income tax refunds. Interest expense decreased 52.4% due to the conversion of the 7.25% senior exchangeable notes in October, 2005, the refinancing of the former ATSB loan in March 2006, and the conversion of the 7.5% convertible senior notes in April 2006.

Six Months Ended June 30, 2006
Compared with the
Six Months Ended June 30, 2005

     Total operating revenues for the first six months of 2006 were $1.84 billion, as compared to $1.58 billion for the 2005 period, an increase of 16.7%. Mainline passenger revenues were $1.40 billion for the first six months of 2006, an increase of $165 million from the comparable 2005 period. While RPMs decreased 1.3%, ASMs decreased 1.8% resulting in a 0.4 point increase in load factor to 80.5%. Passenger yield increased 14.9% to 11.76 cents and PRASM increased 15.5% to 9.47 cents in the 2006 period from 8.20 cents in the 2005 period. Yield and PRASM increases were due to improvements in the revenue environment from increased demand, better yield management, fuel-driven fare increases and reductions in industry capacity.

     Express passenger revenues were $337 million for the first six months of 2006, an increase of $104 million from the comparable 2005 period due to an increase in passenger yield of 25.8% to 18.62 cents from 14.80 cents in 2005.

     The table below sets forth mainline and Express operating expenses for AWA for the six months ended June 30, 2006 and 2005 (in millions):

	2006			2005
Operating expenses:
Aircraft fuel and related taxes	$	447		$	359
Gains on fuel hedging instruments, net		(56	)		(69	)
Salaries and related costs		366			348
Aircraft rent		171			158
Aircraft maintenance		125			120
Other rent and landing fees		90			87
Selling expenses		81			81
Special items, net		(7	)		1
Depreciation and amortization		21			23
Other		155			164
Total mainline operating expenses		1,393			1,272
Express expenses		305			247
Total operating expenses	$	1,698		$	1,519

     Total operating expenses in the first six months of 2006 were $1.70 billion, an increase of $179 million or 11.8%, compared to the 2005 period. Mainline operating expenses were $1.39 billion in the 2006 period, an increase of $121 million from the 2005 period. Mainline cost per available seat mile (mainline CASM) increased 11.6% to 9.43 cents in the first six months of 2006 from 8.45 cents for the comparable 2005 period. The 2006 period results included a net credit for special items of $7 million, which reduced mainline CASM by 5 cents for the period. The increase in CASM was driven by a 27.6% increase in the average fuel price per gallon from $1.62 in the first six months of 2005 to $2.07 per gallon in the first six months of 2006. As a result, aircraft fuel expense for the period was $447 million, which accounted for $88 million of the period-over-period increase in operating expenses.

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     The table below sets forth the major components of mainline CASM for AWA for the six months ended June 30, 2006 and 2005 (in cents):

							Percent
	2006			2005			change
Aircraft fuel and related taxes		3.02			2.38			26.9
Gains on fuel hedging instruments, net		(0.38	)		(0.46	)		(17.3	)
Salaries and related costs		2.48			2.31			7.2
Aircraft rent		1.16			1.05			10.3
Aircraft maintenance		0.85			0.80			6.1
Other rent and landing fees		0.61			0.58			5.4
Selling expenses		0.55			0.54			1.9
Special items, net		(0.05	)		0.01		—
Depreciation and amortization		0.14			0.15			(7.0	)
Other		1.05			1.09			(3.7	)
		9.43			8.45			11.6

     Significant changes in the components of mainline CASM are explained as follows:

• Aircraft fuel and related taxes per ASM increased 26.9% primarily due to a 27.6% increase in the average price per gallon of fuel to $2.07 in the first six months of 2006 from $1.62 in the comparable 2005 period.

• Salaries and related costs increased 7.2% primarily due to higher costs associated with employee incentive plans including $14 million recorded in the second quarter of 2006 for the US Airways profit sharing plan.

• Aircraft rent expense per ASM increased 10.3% due principally to aircraft mix, as previously leased Boeing 737-300 and Airbus A320 aircraft were returned to aircraft lessors and replaced with leased Airbus A320 and A319 aircraft at higher monthly lease rates.

• Aircraft maintenance expense per ASM increased 6.1% due primarily to timing as a higher number of heavy maintenance checks occurred in the first six months of 2006 as compared to 2005.

• Other rent and landing fees per ASM increased 5.4% primarily due to increases in airport rent.

     Express expenses increased 23.5% in the first six months of 2006 to $305 million from $247 million in the first six months of 2005. Aircraft operating expense for the period was $202 million, which accounted for $31 million of the period-over-period increase in Express operating expenses. In addition, aircraft fuel expense was $103 million which accounted for $27 million of the period-over-period increase.

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     AWA had net nonoperating expenses of $14 million in the first six months of 2006 compared to $33 million in the first six months of 2005. Interest income increased $26 million due to significantly higher cash and short-term investment balances and higher average rates of returns on investments and $7 million increase in interest income due to interest income earned by AWA on certain prior year federal income tax refunds. Interest expense decreased 11.9% due to the conversion of the 7.25% senior exchangeable notes in October, 2005, the refinancing of the former ATSB Loan in March 2006, and the conversion of the 7.5% convertible senior notes in April 2006. The 2006 period includes other nonoperating expenses of $10 million related to the acceleration of amortization of debt issuance costs and debt discounts and prepayment penalties in connection with the refinancing of the former ATSB and GECC loans in March 2006. See Recent Developments discussion above.

     US Airways’ Results of Operations

     US Airways emerged from Chapter 11 and adopted fresh-start reporting on September 30, 2005. References to “Successor Company” refer to US Airways on and after September 30, 2005, after giving effect to the application of fresh-start reporting. References to “Predecessor Company” refer to US Airways prior to September 30, 2005. As a result of the application of fresh-start reporting, the Successor Company’s financial statements are not comparable with the Predecessor Company’s financial statements.

     For the second quarter of 2006, US Airways’ operating revenues were $2.23 billion, operating income was $280 million and net income was $246 million. Operating revenues were $1.95 billion, operating income was $59 million and the net loss was $44 million for the same period in 2005. US Airways’ results from operations and the net loss in 2005 were significantly impacted by the bankruptcy proceedings.

     For the six months of 2006, US Airways’ operating revenues were $4.03 billion, operating income was $322 million and net income was $247 million. Operating revenues were $3.57 billion, operating loss was $123 million and the net loss was $303 million for the same period in 2005. US Airways’ results from operations and the net loss in 2005 were significantly impacted by the bankruptcy proceedings.

     The table below sets forth selected mainline operating data for US Airways:

	Three Months Ended						Percent			Six Months Ended						Percent
	June 30,						Change			June 30,						Change
	2006			2005			2006-2005			2006			2005			2006-2005
Revenue passenger miles (millions) (a)		9,910			10,727			(7.6	)		18,206			20,373			(10.6	)
Available seat miles (millions) (b)		12,055			13,817			(12.8	)		23,085			27,003			(14.5	)
Load factor (c)		82.2	%		77.6	%	4.6		pts		78.9	%		75.4	%	3.4		pts
Yield (d)		14.52			12.42			16.9			14.26			12.10			17.9
Passenger revenue per available seat mile (e)		11.94			9.64			23.8			11.25			9.13			23.2
Cost per available seat mile (f)		11.72			10.25			14.3			11.58			10.37			11.7
Passenger enplanements (thousands) (g)		9,626			11,102			(13.3	)		18,126			21,355			(15.1	)
Aircraft at end of period		224			268			(16.4	)		224			268			(16.4	)
Block hours (h)		205,547			249,186			(17.5	)		398,468			496,239			(19.7	)
Average stage length (miles) (i)		883			797			10.8			855			796			7.4
Average passenger journey (miles) (j)		1,030			966			6.6			1,005			954			5.3
Gallons of aircraft fuel consumed (millions)		197.4			226.4			(12.8	)		379.7			444.6			(14.6	)
Average aircraft fuel price including tax (per gallon)	$	2.16		$	1.68			28.2		$	2.04		$	1.58			29.3
Full time equivalent employees at end of period		19,222			21,396			(10.2	)		19,222			21,396			(10.2	)

(a) Revenue passenger mile (“RPM”) — A basic measure of sales volume. A RPM represents one passenger flown one mile.

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(b)	Available seat mile (“ASM”) — A basic measure of production. An ASM represents one seat flown one mile.
(c)	Load factor — The percentage of available seats that are filled with revenue passengers.
(d)	Yield — A measure of airline revenue derived by dividing passenger revenue by revenue passenger miles and expressed in cents per mile.
(e)	Passenger revenue per available seat mile (“PRASM”) — Total passenger revenues divided by total available seat miles.
(f)	Cost per available seat mile (“CASM”) — Total mainline operating expenses divided by total available seat miles.
(g)	Passenger enplanements —The number of passengers on board an aircraft including local, connecting and through passengers.
(h)	Block hours — The hours measured from the moment an aircraft first moves under its own power, including taxi time, for the purposes of flight until the aircraft is docked at the next point of landing and its power is shut down.
(i)	Average stage length — The average of the distances flown on each segment of every route.
(j)	Average passenger journey — The average one-way trip measured in miles for one passenger origination.

Three Months Ended June 30, 2006
Compared with the
Three Months Ended June 30, 2005

     Total operating revenues for the second quarter of 2006 were $2.23 billion, as compared to $1.95 billion in 2005, an increase of 14.1%. Passenger revenue in the early part of 2005 was negatively impacted by US Airways’ bankruptcy proceedings. Mainline passenger revenues increased $107 million, or 8%, as compared to 2005 due to a 16.9% increase in rate, or yield, which increased revenue by $208 million, offset by a 7.6% decrease in RPMs that reduced revenue by $101 million. Yield increased 17% due to improvements in the revenue environment from increased demand, better yield management, fuel-driven fare increases and reductions in industry capacity. ASMs decreased in 2006 by 12.8% as a result of a reduction in aircraft from 268 to 224 as a result of the bankruptcy and merger, resulting in an increase in load factor from 77.6% to 82.2% and a PRASM increase of 23.8% from 9.64 cents to 11.94 cents.

     Express passenger revenues were $596 million in the second quarter of 2006, an increase of $160 million, or 36.7%, from 2005 due to a 26.1% increase in Express yield, which increased revenue by $123 million, and a 8.4% increase in Express RPMs, which increased revenue by $37 million. RPMs flown by affiliate carriers increased 49.4% as compared to 2005 while RPMs at US Airways Group’s wholly owned subsidiaries and US Airways’ MidAtlantic division, decreased by 25.7% primarily due to the completion of the transfer of MidAtlantic assets to Republic Airways in the second quarter of 2006. Republic Airways assumed the operation of the aircraft as a US Airways Express affiliate carrier.

     The table below sets forth mainline and Express operating expenses for US Airways for the three months ended June 30, 2006 and 2005 (in millions):

	2006		2005
Operating expenses:
Aircraft fuel and related taxes	$	426	$	381
Salaries and related costs		351		332
Aircraft rent		95		97
Aircraft maintenance		80		89
Other rent and landing fees		100		114
Selling expenses		79		87
Special items, net		12		—
Depreciation and amortization		37		56
Other		232		260
Total mainline operating expenses		1,412		1,416
Express expenses		534		476
Total operating expenses	$	1,946	$	1,892

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     Total operating expenses for the second quarter of 2006 were $1.95 billion, an increase of $54 million or 2.9%, compared to 2005. Mainline operating expenses were $1.42 billion for the second quarter of 2006, a decrease of $4 million, or 0.3%, as compared to 2005, on a capacity decrease, measured by ASMs, of 12.8%. Mainline cost per available seat mile (mainline CASM) increased 14.3% from 10.25 cents in 2005 to 11.72 cents in 2006. The 2006 results include special items of $12 million, which increased mainline CASM by 10 cents. The increase in mainline CASM was primarily due to increases in aircraft fuel and related taxes and salaries and related costs described in greater detail below.

     The table below sets forth the major components of US Airways’ mainline CASM for the three months ended June 30, 2006 and 2005 (in cents):

	2006		2005		Percent change
Aircraft fuel and related taxes		3.53		2.76		28.2
Salaries and related costs		2.91		2.40		21.2
Aircraft rent		0.79		0.70		12.3
Aircraft maintenance		0.66		0.64		3.0
Other rent and landing fees		0.83		0.83		—
Selling expenses		0.66		0.63		4.1
Special items, net		0.10		—		—
Depreciation and amortization		0.31		0.41		(24.3	)
Other		1.93		1.88		2.8
		11.72		10.25		14.4

     Significant changes in the components of mainline CASM are explained as follows:

• Aircraft fuel and related tax expense per ASM increased 28.2% primarily due to a 28.2% increase in the average price per gallon of fuel from $1.68 in the second quarter of 2005 to $2.16 in the second quarter of 2006.

• Salaries and related costs per ASM increased 21.2% primarily due to higher costs associated with employee incentive plans including $22 million recorded in the second quarter of 2006 for the US Airways profit sharing plan offset by reduced salaries and benefits for lower headcount in the second quarter of 2006 as compared to the same period in 2005.

• Aircraft rent expense per ASM increased 12.3% reflecting a shift in the mix from owned to leased as a result of the sale-leaseback transactions in the second, third and fourth quarters of 2005.

• Depreciation and amortization decreased 24.3% per ASM as a result of fewer owned aircraft in the operating fleet (see aircraft rent expense per ASM above) and lower book values on the continuing fleet as a result of the application of fresh-start reporting.

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     Express expenses are comprised of expenses associated with US Airways’ MidAtlantic division and the capacity purchase expense associated with US Airways Group’s wholly owned regional airlines and affiliate regional airlines operating as US Airways Express. Express expenses increased 12.2% to $534 million in the second quarter of 2006 as compared to 2005, reflecting a 32.0% increase in purchased ASMs and as a result of higher fuel prices for US Airways Express operations.

     US Airways had net nonoperating expense of $33 million in the second quarter of 2006 compared to net nonoperating expense of $105 million in 2005. Nonoperating expenses in 2005 included $26 million in net expense for reorganization items representing amounts incurred as a direct result of the Chapter 11 proceedings. Interest income increased $14 million in 2006 as compared to 2005 due to higher cash balances, higher average interest rates on cash, cash equivalents and short-term investments, and the classification of $3 million of interest income as a reorganization item in the second quarter of 2005. Interest expenses decreased $27 million as a result of reductions in the outstanding debt subsequent to the sale-leaseback transactions completed in the second, third and fourth quarters of 2005 and due to the fact that interest expense in the second quarter of 2005 included penalty interest incurred as a result of the bankruptcy proceedings.

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Six Months Ended June 30, 2006
Compared with the
Six Months Ended June 30, 2005

     Total operating revenues for the first six month of 2006 were $4.03 billion, as compared to $3.57 billion in 2005, an increase of 12.8%. Passenger revenue in the early part of 2005 was negatively impacted by US Airways’ bankruptcy proceedings. Mainline passenger revenues increased $132 million, or 5.4%, as compared to 2005 due to a 17.9% increase in rate, or yield, which increased revenue by $394 million, offset by a 10.6% decrease in RPMs that reduced revenue by $262 million. Yield increased 17.9% due to improvements in the revenue environment from increased demand, better yield management, fuel-driven fare increases and reductions in industry capacity. ASMs decreased in 2006 by 14.5% as a result of a reduction in aircraft from 268 to 224 as a result of the bankruptcy and merger, resulting in an increase in load factor from 75.4% to 78.9% and a PRASM increase of 23.2% from 9.13 cents to 11.25 cents.

     Express passenger revenues were $1.05 billion in the first six months of 2006, an increase of $304 million, or 40.5%, from 2005 due to a 27.3% increase in Express yield, which increased revenue by $227 million, as well as an increase of 10.4% in Express RPMs, which increased revenue by an additional $77 million. RPMs flown by affiliate carriers increased 39.4% as compared to 2005 while RPMs at US Airways Group’s wholly owned subsidiaries and US Airways’ MidAtlantic division decreased by 14.7% primarily due to the completion of the transfer of MidAtlantic assets to Republic Airways in the second quarter of 2006. Republic Airways assumed the operation of the aircraft as a US Airways Express affiliate carrier

     The table below sets forth mainline and Express operating expenses for US Airways for the six months ended June 30, 2006 and 2005 (in millions):

	2006			2005
Operating expenses:
Aircraft fuel and related taxes	$	776		$	703
Salaries and related costs		680			741
Aircraft rent		194			195
Aircraft maintenance		166			161
Other rent and landing fees		195			214
Selling expenses		146			181
Special items, net		(3	)		—
Depreciation and amortization		73			105
Other		446			499
Total mainline operating expenses		2,673			2,799
Express expenses		1,033			896
Total operating expenses	$	3,706		$	3,695

     Total operating expenses for the first six months of 2006 were $3.71 billion, an increase of $11 million or 0.3%, compared to 2005. Mainline operating expenses were $2.67 billion for the first six months of 2006, a decrease of $126 million, or 4.5%, as compared to 2005, on a capacity decrease, measured by ASMs, of 14.5%. Mainline cost per available seat mile (mainline CASM) increased 11.7% from 10.37 cents in 2005 to 11.58 cents in 2006. The 2006 results include a net credit for special items of $3 million, which reduced mainline CASM by one cent. The increase in mainline CASM was primarily due to increases in aircraft fuel and related taxes and maintenance expense described in greater detail below.

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     The table below sets forth the major components of US Airways’ mainline CASM for the six months ended June 30, 2006 and 2005 (in cents):

	2006			2005		Percent change
Aircraft fuel and related taxes		3.36			2.60		29.1
Salaries and related costs		2.95			2.74		7.3
Aircraft rent		0.84			0.72		16.4
Aircraft maintenance		0.72			0.60		20.6
Other rent and landing fees		0.84			0.79		6.6
Selling expenses		0.63			0.67		(5.6	)
Special items, net		(0.01	)		—		—
Depreciation and amortization		0.32			0.39		(18.7	)
Other		1.93			1.86		4.5
		11.58			10.37		12

     Significant changes in the components of mainline CASM are explained as follows:

• Aircraft fuel and related tax expense per ASM increased 29.1% primarily due to a 29.3% increase in the average price per gallon of fuel from $1.58 in the first six months of 2005 to $2.04 in the first six months of 2006.

• Salaries and related costs per ASM increased 7.3% primarily due to higher costs associated with employee incentive plans including $22 million recorded in the second quarter of 2006 for the US Airways profit sharing plan offset by reduced salaries and benefits for lower headcount in the first six months of 2006 as compared to the same period in 2005.

• Aircraft rent expense per ASM increased 16.4% reflecting a shift in the mix of owned to leased aircraft as a result of the sale-leaseback transactions in the second, third and fourth quarters of 2005.

• Aircraft maintenance per ASM increased 20.6% reflecting the shift to outside vendors in the second quarter of 2005 to perform scheduled maintenance, partially offsetting the decrease in salaries and related costs described above.

• Other rent and landing fees per ASM increased 6.6% reflecting fixed costs associated with space rent while ASMs decreased 14.5% as compared to the prior year.

• Selling expenses per ASM decreased 5.6% primarily due to decreases in credit card and computer reservation system expenses and the termination of certain marketing contracts and reductions in advertising programs as a result of the bankruptcy and merger.

• Depreciation and amortization decreased 18.7% per ASM as a result of fewer owned aircraft in the operating fleet (see aircraft rent expense per ASM above) and lower book values on the continuing fleet as a result of the application of fresh-start reporting.

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     Express expenses are comprised of expenses associated with US Airways’ MidAtlantic division and the capacity purchase expense associated with US Airways Group’s wholly owned regional airlines and affiliate regional airlines operating as US Airways Express. Express expenses increased 15.3% to $1.03 billion in the first six months of 2006 as compared to 2005, reflecting a 27.8% increase in purchased ASMs and as a result of higher fuel prices for US Airways Express operations.

     US Airways had net nonoperating expense of $74 million in the first six months of 2006 compared to net nonoperating expense of $182 million in 2005. Nonoperating expenses in 2005 included $28 million in net expense for reorganization items representing amounts incurred as a direct result of the Chapter 11 proceedings. Interest income increased $25 million in 2006 as compared to 2005 due to higher cash balances, higher average interest rates on cash, cash equivalents and short-term investments, and the classification of $5 million of interest income as a reorganization item in the first six months of 2005. Interest expenses decreased $49 million as a result of reductions in the outstanding debt subsequent to the sale-leaseback transactions completed in the second, third and fourth quarters of 2005 and due to the fact that interest expense in the first six months of 2005 included penalty interest incurred as a result of the bankruptcy proceedings.

Liquidity and Capital Resources

  Sources and Uses of Cash

     US Airways Group

     As of June 30, 2006, US Airways Group’s cash, cash equivalents, short-term investments and restricted cash were $3.21 billion, of which $2.22 billion was unrestricted. Net cash provided by operating activities for the first six months of 2006 was $675 million. This compares to net cash provided by operating activities of $224 million for the first six months of 2005. The primary factor in the year-over-year increase in net cash provided by operating activities of $451 million was the inclusion of $494 million of cash provided from operations from US Airways.

     In the first six months of 2006, net cash used in investing activities was $975 million. This compares to net cash used in investing activities of $166 million for the first six months of 2005. Principal investing activities during the first six months of 2006 included purchases of property and equipment totaling $113 million, including the purchase of three Boeing 757-200 aircraft, net purchases of short-term investments of $671 million, and an increase in restricted cash of $193 million. Restricted cash increased during the 2006 period due to an increase in reserves required under agreements for processing the Company’s credit card transactions. The first six months of 2005 included purchases of property and equipment totaling $97 million, an increase in restricted cash of $20 million and net purchases of short-term investments totaling $50 million.

     In the first six months of 2006, net cash provided by financing activities was $272 million. Principal financing activities in 2006 included proceeds from the issuance of new debt of $1.38 billion, including a $64 million draw on one of the Airbus Loans, $48 million of equipment notes issued to finance the acquisition of three Boeing 757-200 aircraft and the issuance of the $1.25 billion GE Loan. Debt repayments totaled $1.13 billion and included the repayment in full with the proceeds from the GE loan of balances outstanding on the Company’s ATSB loans of $801 million, Airbus loans of $161 million, and two GECC term loans of $110 million. Principal financing activities in 2005 included a $43 million payment for the AWA ATSB loan and redemption of $40 million of AWA’s remaining outstanding 10.75% senior unsecured notes.

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     AWA

     As of June 30, 2006, AWA’s cash, cash equivalents, short-term investments and restricted cash were $1.16 billion, of which $870 million was unrestricted. Net cash provided by operating activities for the first six months of 2006 was $216 million. This compares to net cash provided by operating activities of $224 million for the first six months of 2005. The year-over-year decrease in cash provided by operating activities was $8 million.

     In the first six months of 2006, net cash used in investing activities was $232 million. This compares to net cash used in investing activities of $166 million for the first six months of 2005. Principal investing activities during the first six months of 2006 included purchases of property and equipment of $34 million, an increase in restricted cash of $62 million and net purchases of short-term investments of $137 million. The first six months of 2005 included purchases of property and equipment of $97 million, an increase in restricted cash of $20 million and net purchases of short-term investments totaling $50 million.

     In the first six months of 2006, net cash used for financing activities was $203 million. This compares to net cash used for financing activities of $91 million for the first six months of 2005. Principal financing activities in 2006 included a net decrease in the payable to related parties of $201 million primarily due to the payment of US Airways’ expenses by AWA on US Airways’ behalf. Principal financing activities in 2005 included a $43 million payment for the AWA ATSB loan and redemption of $40 million of AWA’s remaining outstanding 10.75% senior unsecured notes.

     US Airways

     As of June 30, 2006, US Airways’ cash, cash equivalents, short-term investments and restricted cash were $2.01 billion, of which $1.32 billion was unrestricted. Net cash provided by operating activities for the first six months of 2006 was $494 million, as compared to net cash used in operating activities of $65 million for the first six months of 2005. During the first six months of 2005, US Airways was operating in bankruptcy and cash flows for 2005 were adversely affected by the same factors that affected 2005 financial results, including depressed unit revenue and significant increases in fuel prices.

     In the first six months of 2006, net cash used in investing activities was $736 million. This compares to net cash used for investing activities of $203 million for the first six months of 2005. Principal investing activities during the first six months of 2006 included purchases of property and equipment of $72 million, including the purchase of three Boeing 757-200 aircraft, net purchases of short-term investments of $535 million, and an increase in restricted cash of $130 million. The first six months of 2005 included purchases of property and equipment of $40 million primarily for the acquisition of new regional jets and an increase in restricted cash of $167 million. Restricted cash increases in the 2005 and 2006 periods are due to increases in reserves required under agreements for processing the Company’s credit card transactions.

     In the first six months of 2006, net cash provided by financing activities was $429 million. Principal cash financing activities in 2006 included a net increase in payables to related parties of $438 million, the issuance of $48 million of debt to finance the acquisition of three Boeing 757-200 aircraft and debt repayments of $57 million. Principal cash financing activities in 2005 included the issuance of $168 million of bridge and debtor-in-possession financing and $82 million of debt repayments.

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   Commitments

     As of June 30, 2006, the Company had $3.16 billion of long-term debt (including current maturities and before discount on debt), which consisted primarily of the items discussed below.

     Refinancing Transactions

     On March 31, 2006, US Airways Group entered into a loan agreement with GECC and a syndicate of lenders pursuant to which the Company borrowed an aggregate principal amount of $1.1 billion. On April 7, 2006, US Airways Group entered into an amended and restated loan agreement, which increased the principal amount of the loan to $1.25 billion. US Airways, America West Holdings, AWA, Piedmont, PSA and MSC are all guarantors of the GE Loan.

     The GE Loan bears interest at an index rate plus an applicable index margin or, at the Company’s option, LIBOR plus an applicable LIBOR margin for interest periods of one, two, three or six months. The applicable index margin, subject to adjustment, is 1.50%, 2.00%, 2.25%, or 2.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. The applicable LIBOR margin, subject to adjustment, is 2.50%, 3.00%, 3.25%, or 3.50% if the adjusted loan balance is respectively less than $600 million, between $600 million and $750 million, between $750 million and $900 million, or between $900 million and $1.25 billion. In addition, interest on the GE Loan may be adjusted based on the credit rating for the GE Loan as follows: (i) subject to clause (ii) below, if the credit rating for the GE Loan is B1 or better from Moody’s and B+ or better from S&P as of the last day of the most recently ended fiscal quarter, then (A) the applicable LIBOR margin will be the lower of 3.25% and the rate otherwise applicable based upon the adjusted GE Loan balance and (B) the applicable index margin will be the lower of 2.25% and the rate otherwise applicable based upon the adjusted GE Loan balance, and (ii) if the credit rating for the Loan is Ba3 or better from Moody’s and BB- or better from S&P as of the last day of the most recently ended fiscal quarter, then the applicable LIBOR margin will be 2.50% and the applicable index margin will be 1.50%. The GE Loan matures on March 31, 2011, and no principal payments are scheduled until maturity.

     In addition, the GE Loan:

• requires certain mandatory prepayments upon certain asset sales, including sale-leasebacks, subject to US Airways Group’s right to reinvest net sales proceeds in qualified assets;

• provides for mandatory prepayments upon a change in control or collateral value deficiencies;

• establishes certain financial covenants, subject to adjustment, including minimum cash requirements (as described in more detail below), minimum ratios of earnings before interest, taxes, depreciation, amortization and aircraft rent to fixed charges (except during a covenant suspension period), and minimum ratios of collateral value to outstanding principal;

• contains customary affirmative covenants and negative covenants (some of which are eased during a covenant suspension period), including restrictions on liens, investments, restricted payments, asset sales, acquisitions, changes in fiscal year, sale and leasebacks, transactions with affiliates, conduct of business, mergers or consolidations, and amendments to other indebtedness and certain other documents; and

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• contains customary events of default, including payment defaults, cross-defaults, breach of covenants, bankruptcy and insolvency defaults, judgment defaults and business discontinuations (i.e., voluntary suspension of substantially all flights for two days).

     The GE Loan requires US Airways Group to maintain consolidated unrestricted cash and cash equivalents of not less than $750 million, subject to partial reductions upon specified reductions in the outstanding principal amount of the GE Loan.

     On March 31, 2006, proceeds of the GE Loan were used, in part, to repay in full the following indebtedness:

• The amended and restated US Airways and AWA loans entered into on September 27, 2005 that had previously been guaranteed by the ATSB. On October 19, 2005, $777 million of the loans, of which $752 million had been guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. At the time of repayment of these loans on March 31, 2006, the total outstanding balance of the loans was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan.

• The $161 million loan entered into as of September 27, 2005 between US Airways and AWA and Airbus Financial Services, for which US Airways Group was the guarantor. At the time of repayment on March 31, 2006, the outstanding balance of the loan was $161 million. US Airways and AWA also had an $89 million loan from Airbus Financial Services entered into as of September 27, 2005. In accordance with the terms of the loan agreements, the outstanding principal amount of the $89 million loan was to be forgiven in writing on the earlier of December 31, 2010 or the date that the outstanding principal amount of, accrued interest on, and all other amounts due under the Airbus $161 million loan were paid in full, provided that the Company complies with the delivery schedule for certain Airbus aircraft. As a result of the prepayment of the $161 million loan on March 31, 2006, the $89 million loan agreement was terminated and the $89 million loan, of which $89 million was outstanding, was forgiven.

• Two loans provided by GECC to AWA pursuant to loan agreements entered into as of September 3, 2004 referred to as the Spare Parts Facility and the Engines Facility. At the time of repayment, the principal amounts outstanding under the Spare Parts Facility and the Engines Facility were $76 million and $34 million, respectively.

     All obligations of the obligors under each of these repaid or terminated loans have been terminated (other than those that survive by the terms of the respective agreements).

     Conversion of 7.5% Convertible Senior Notes due 2009

     In connection with the closing of AWA’s original ATSB loan and the related transactions in January 2002, America West Holdings issued $105 million of 7.5% convertible senior notes due 2009. Beginning January 18, 2005, these notes became convertible into shares of common stock, at the option of the holders, at an initial conversion price of $29.09 per share or a conversion ratio of approximately 34.376 shares per $1,000 principal amount of such notes,

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subject to standard anti-dilution adjustments. Interest on the 7.5% convertible senior notes was payable semiannually in arrears on June 1 and December 1 of each year. At America West Holdings’ option, the first six interest payments were payable in the form of a deemed loan added to the principal amount of these notes. The 7.5% convertible senior notes were scheduled to mature on January 18, 2009 unless earlier converted or redeemed. The payment of principal, premium and interest on the 7.5% convertible senior notes was fully and unconditionally guaranteed by AWA and US Airways Group.

     On March 24, 2006, America West Holdings gave notice to the holders of the 7.5% convertible senior notes that it was redeeming the notes in full, at a redemption price of 102.50% of the principal amount of the notes, as required under the terms of the indenture, plus accrued and unpaid interest up to, but not including, the date of redemption. The redemption price, plus the relevant interest, was $1,052.50 per $1,000 principal amount of the notes, and the redemption date was April 13, 2006. Holders had the right, at any time at or prior to the close of business on April 11, 2006, to convert the notes into shares of the common stock of US Airways Group at a price of $29.09 per share, or 34.376 shares per $1,000 principal amount. Holders who converted also received interest up to the date of conversion. A total of $112 million in principal amount of the notes was converted into shares of common stock prior to the redemption date, resulting in the issuance of 3,860,358 shares of common stock.

     7% Senior Convertible Notes

     US Airways Group received net proceeds of $139 million related to the 7% Senior Convertible Notes due 2020 that were issued on September 30, 2005. The 7% notes are US Airways Group’s senior unsecured obligations, rank equally in right of payment to its other senior unsecured and unsubordinated indebtedness, and are effectively subordinated to its secured indebtedness to the extent of the value of assets securing such indebtedness. The 7% notes are fully and unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by US Airways and AWA. The guarantees are the guarantors’ unsecured obligations, rank equally in right of payment to the other senior unsecured and unsubordinated indebtedness of the guarantors and are effectively subordinated to the guarantors’ secured indebtedness to the extent of the value of assets securing such indebtedness.

     The 7% notes bear interest at the rate of 7% per year payable in cash semiannually in arrears on March 30 and September 30 of each year, beginning March 30, 2006. The 7% notes mature on September 30, 2020. Holders may convert, at any time on or prior to maturity or redemption, any outstanding notes (or portions thereof) into shares of US Airways Group’s common stock, initially at a conversion rate of 41.4508 shares of US Airways Group’s common stock per $1,000 principal amount of 7% notes (equivalent to an initial conversion price of approximately $24.12 per share of US Airways Group’s common stock). If a holder elects to convert its 7% notes in connection with certain specified fundamental changes that occur prior to October 5, 2015, the holder will be entitled to receive additional shares of US Airways Group’s common stock as a make whole premium upon conversion. In lieu of delivery of shares of US Airways Group’s common stock upon conversion of all or any portion of the 7% notes, US Airways Group may elect to pay holders surrendering 7% notes for conversion cash or a combination of shares and cash.

     Holders of the 7% notes may require US Airways Group to purchase for cash or shares or a combination thereof, at US Airways Group’s election, all or a portion of their notes on September 30, 2010 and September 30, 2015 at a purchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any, to the purchase date. In addition, if US Airways Group experiences a fundamental change (as defined in the indenture governing the notes), holders may require US Airways Group to purchase for cash, shares or a combination thereof, at its election, all or a portion of their notes, subject to specified

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exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the purchase date. Prior to October 5, 2010, the notes will not be redeemable at US Airways Group’s option. US Airways Group may redeem all or a portion of the notes at any time on or after October 5, 2010, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to the redemption date if the closing price of US Airways Group’s common stock has exceeded 115% of the conversion price for at least 20 trading days in the 30 consecutive trading day period ending on the trading day before the date on which US Airways Group mails the redemption notice.

     During July 2006, approximately $21 million of the $144 million outstanding principal amount of US Airways Group’s 7% senior convertible notes were converted into 883,523 shares of common stock. In connection with the conversion, the Company paid $5 million to the holders of the converted notes.

General Electric

     Of the $139 million net proceeds from the 7% notes, $125 million was paid in September 2005 to General Electric (“GE”). Under certain agreements among GE and US Airways Group, GE agreed, in consideration for the early return of 51 aircraft and six engines, the assumption of certain modified leases and the payment of $125 million in cash by September 30, 2005, to: (1) retire an existing bridge loan facility, (2) complete a purchase by GE of 21 aircraft and 28 engines with a simultaneous lease back of the equipment to US Airways at market rates, (3) allow US Airways Group to draw additional amounts under an existing credit facility, which resulted in a total principal outstanding balance under that facility of approximately $28 million, (4) restructure lease obligations of US Airways relating to 59 aircraft at market rates, (5) provide financing for current and additional aircraft, (6) grant concessions regarding return condition obligations with respect to the return of aircraft and engines, (7) waive penalties for the removal of engines currently under GE engine maintenance agreements, and (8) reduce outstanding balances for deferred charges under its rate per hour engine agreements, which resulted in a remaining balance due of $54 million. During the first six months of 2006, the outstanding balance for deferred charges was further reduced by $9 million resulting from credits received on engines removed from the agreements.

Airbus Term Loans

     On September 27, 2005, US Airways and AWA entered into two loan agreements with Airbus Financial Services, an affiliate of Airbus, with commitments in initial aggregate amounts of up to $161 million and up to $89 million. The Airbus loans bore interest at a rate of LIBOR plus a margin, subject to adjustment during the term of the loans under certain conditions. In each of the separate financial statements of US Airways and AWA, the Airbus loans have been presented as a liability, as each entity was jointly and severally liable for these obligations. Amounts drawn upon the Airbus loans were drawn first upon the Airbus $161 million loan until it was drawn in its full amount, at which time the remaining portion of the $250 million total commitment was drawn upon the Airbus $89 million loan. As noted above under “Refinancing Transactions”, the $161 million loan was repaid in full from the proceeds of the GE Loan on March 31, 2006, and, as a result of the prepayment of the $161 million loan, the $89 million loan was forgiven.

     ATSB Loans

     US Airways and AWA each had outstanding loans that were guaranteed by the ATSB under the Air Transportation Safety and System Stabilization Act. In connection with the consummation of the merger, on September 27, 2005, US Airways and AWA each entered into

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amended and restated loan agreements with the ATSB. On October 19, 2005, $777 million of the loans, of which $752 million was guaranteed by the ATSB, was sold by the lenders by order of the ATSB to 13 fixed income investors, removing the ATSB guarantee. The US Airways loan bore interest as follows:

• 90% of the US Airways loan (Tranche A), bore interest at a rate equal to the conduit provider’s weighted average cost related to the issuance of certain commercial paper notes and other short term borrowings plus 0.30%, provided that portions of Tranche A that were held by the ATSB or by an assignee and no longer subject to such commercial paper conduit program bore interest at LIBOR plus 40 basis points, and portions of Tranche A that were under certain circumstances assigned free of the ATSB guarantee bore interest at LIBOR plus 6.0%; and

• 10% of the US Airways loan (Tranche B) bore interest at the greater of the Tranche A interest rate plus 6.0% and LIBOR plus 6.0%.

     The amortization payments for the US Airways loan were payable semi-annually beginning on September 30, 2007 and continuing through September 30, 2010.

     Certain third party counter-guarantors had fully and unconditionally guaranteed the payment of an aggregate amount of $11 million of the remaining principal amount of the AWA loan, plus accrued and unpaid interest thereon, as of March 31, 2006. The AWA loan previously bore interest at a rate of LIBOR plus 40 basis points, with a guarantee fee equal to 8.0% per annum with annual increases of 5 basis points. As a result of the sale of the AWA loan in October 2005, the non-guaranteed portion of the loan was no longer subject to the annual guarantee fee, but instead bore interest at a rate per annum equal to LIBOR plus 840 basis points, increasing by 5 basis points on January 18 of each year beginning on January 18, 2006, through the end of the loan term, payable on a quarterly basis. The amortization payments under the AWA loan became due in seven installments of $42 million on each March 31 and September 30, commencing on September 30, 2005 and ending on September 30, 2008. The AWA loan also required a premium, in certain instances, for voluntary prepayments. AWA made a voluntary prepayment of $9 million in principal amount on September 27, 2005, prepaying in full the portion of the loan subject to one of the counter-guarantees. This prepayment was applied pro rata against each scheduled amortization payment.

     Under the loans, US Airways Group was required to maintain consolidated unrestricted cash and cash equivalents, subject to certain conditions, and to pay down the principal of the loans from the proceeds of specified asset sales.

     As noted above under “Refinancing Transactions”, both the US Airways loan and the AWA loan were repaid in full from the proceeds of the GE Loan on March 31, 2006. The total outstanding balance of the loans at the time of repayment on March 31, 2006 was $801 million, of which $551 million was outstanding under the US Airways loan and $250 million was outstanding under the AWA loan.

Restructuring of Affinity Credit Card Partner Agreement

     In connection with the merger, AWA, pre-merger US Airways Group and Juniper Bank, a subsidiary of Barclays PLC, entered into an amended credit card agreement on August 8, 2005. Pursuant to the amended credit card agreement, Juniper agreed to offer and market an airline mileage award credit card program to the general public to participate in US Airways Group’s Dividend Miles program through the use of a co-branded credit card. The amended credit card agreement went into effect on January 1, 2006. Prior to that date, the AWA credit card program

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was administered by Bank of America, N.A. (USA), under an agreement that terminated on December 31, 2005.

     US Airways Group’s credit card program was also administered by Bank of America, N.A. (USA) prior to the merger. On December 28, 2005, US Airways issued a notice of termination under its agreement with Bank of America, and that notice will become effective on December 28, 2007. Pending termination of the Bank of America agreement, there will be a dual branding period during which both Juniper and Bank of America will run separate credit card programs for US Airways Group. The amended credit card agreement is the subject of pending litigation filed by Bank of America against US Airways Group, US Airways and AWA. (See Part II, Item 1, “Legal Proceedings.”)

     The amended credit card agreement with Juniper took effect at the effective time of the merger and the credit card services provided by Juniper under the amended credit card agreement commenced in early January 2006, and will continue until the expiration date, which is the later of December 31, 2012 or seven years from the date on which Juniper commences marketing to the general public.

     Under the amended credit card agreement, Juniper pays US Airways Group fees for each mile awarded to each credit card account administered by Juniper, subject to certain exceptions. Juniper also agreed to pay a one-time bonus payment of $130 million following the effectiveness of the merger and an annual bonus of $5 million to US Airways Group, subject to certain exceptions, for each year after Juniper becomes the exclusive issuer of the co-branded credit card. The one-time bonus was paid to US Airways Group on October 3, 2005. If Juniper is not granted exclusivity to offer a co-branded credit card after the dual branding period with Bank of America, US Airways Group must repay this bonus payment and repurchase unused pre-paid miles with interest, plus repay a $20 million bonus payment AWA received under the original credit card agreement with Juniper and $50 million in liquidated damages.

     On October 3, 2005, Juniper pre-paid for miles from US Airways Group totaling $325 million, subject to the same conditions as apply to the $130 million bonus payment described above. To the extent that these miles are not used by Juniper as allowed under the co-branded credit card program in certain circumstances, US Airways Group will repurchase these miles in 12 equal quarterly installments beginning on the fifth year prior to the expiration date of the co-branded credit card agreement with Juniper, until paid in full. US Airways Group makes monthly interest payments at LIBOR plus 4.75% to Juniper, beginning on November 1, 2005, based on the amount of pre-purchased miles that have not been used by Juniper in connection with the co-branded credit card program and have not been repurchased by US Airways Group. US Airways Group will be required to repurchase pre-purchased miles under certain reductions in the collateral held under the credit card processing agreement with JPMorgan Chase Bank, N.A. Accordingly, the prepayment has been recorded as additional indebtedness in the consolidated financial statements of AWA.

     Juniper requires US Airways Group to maintain an average quarterly balance of cash, cash equivalents and short term investments of at least $1 billion for the entirety of the agreement. Further, the agreement requires US Airways Group to maintain certain financial ratios beginning January 1, 2006. As of June 30, 2006, we were in compliance with these ratios. Juniper may, at its option, terminate the amended credit card agreement, make payments to US Airways Group under the amended credit card agreement in the form of pre-purchased miles rather than cash, or require US Airways Group to repurchase the pre-purchased miles before the fifth year prior to the expiration date in the event that US Airways Group breaches its obligations under the amended credit card agreement, or upon the occurrence of certain events.

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Restructuring of Credit Card Processing Agreement

     In connection with the merger, on August 8, 2005, AWA, JPMorgan Chase Bank, N.A., successor-in-interest to JPMorgan Chase Bank, and Chase Merchant Services, L.L.C. (collectively, “Chase”), entered into the First Amendment to the Merchant Services Bankcard Agreement. Pursuant to this amended card processing agreement, Chase performs authorization, processing and settlement services for sales on Visa and MasterCard for AWA and US Airways following the merger. The original card processing agreement is guaranteed by America West Holdings, and US Airways Group executed a guarantee of the amended card processing agreement on the effective date of the merger.

     US Airways’ Visa and MasterCard credit card processing is currently administered by Bank of America and those processing services are expected to be transferred to Chase in July, 2006. US Airways will become a party to the amended card processing agreement at that time.

     The amended card processing agreement took effect at the effective time of the merger and continues until the expiration of the initial term, which is three years from the effective date. Upon expiration of the initial term, the amended card processing agreement will automatically renew for successive one-year periods pursuant to the terms of the agreement.

     Under the amended card processing agreement, AWA will pay to Chase fees in connection with card processing services such as sales authorization, settlement services and customer service. AWA and US Airways will also be required to maintain a reserve account to secure Chase’s exposure to outstanding air traffic liability. As of June 30, 2006, $725 million in cash collateral is classified as restricted cash on US Airways Group’s consolidated balance sheet to secure credit card sales under its various processing agreements.

Asset Based Financings

     On March 31, 2006, US Airways entered into a loan agreement with Landesbank Baden-Württemberg (“LBBW”) as Loan Participant and Arranger, Wells Fargo Bank Northwest, National Association, as Security Trustee, and US Airways Group, as guarantor, in the amount of $48 million. The LBBW loan bears interest at a rate of LIBOR plus a margin, subject to adjustment, with $46.5 million of the loan amortizing over ten years and $1.5 million of the loan amortizing over three quarterly installments on the first three interest payment dates. The LBBW loan is secured by three Boeing 757 aircraft purchased by the Company in February 2006.

Embraer Purchase Commitments

     On February 16, 2006, the Bankruptcy Court approved a settlement and assumption term sheet between the Company and Embraer, executed by the Company on February 9, 2006, which amends the purchase agreement dated as of May 9, 2003, as amended, between the Company and Embraer and contemplates an amended and restated financing letter with Embraer. The Bankruptcy Court also authorized the assumption of the purchase agreement, as amended by the term sheet, and a related maintenance agreement, and disallowed certain proofs of claim filed by Embraer in the bankruptcy proceedings related to these agreements. The purchase agreement, as amended by the term sheet, provides that Embraer will retain and apply approximately $18 million in non-refundable progress and deposit payments (“PDPs”) previously paid by the Company. The Company has agreed to place an initial firm order for 25 Embraer 190 aircraft and an additional firm order for 32 Embraer 190 aircraft. The outstanding PDPs will be applied to these orders in accordance with the terms of the amended purchase agreement. In addition, upon assumption of the amended purchase agreement, Embraer granted the Company the right to purchase up to 50 additional Embraer 190 aircraft in accordance with the term sheet. The term

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sheet also provides that the Company will be allowed to convert certain of the Embraer 190 aircraft to Embraer 170, Embraer 175 or Embraer 195 aircraft, subject to availability and upon agreed notice. Embraer has agreed to provide financing for certain of the aircraft scheduled for delivery under the amended purchase agreement, under the terms of the amended and restated financing letter.

     On June 13, 2006, the Company and Embraer executed an Amended and Restated Purchase Agreement and an Amended and Restated Letter Agreement, incorporating the provisions of the settlement and assumption term sheet previously executed by the parties on February 9, 2006.

Bombardier Purchase Commitments

     Under its agreement with Bombardier, US Airways Group acquired three new CRJ-700 aircraft in January 2005. The purchase was financed through the application of $28 million of existing purchase deposits held by Bombardier, $2 million in cash and a financed lease facility with DVB Bank AG. Additionally, $7 million of purchase deposits held by Bombardier were used to satisfy existing defaults, cure payments and liquidated damages. While US Airways Group continued to operate under the protection of Chapter 11 in compliance with the Bankruptcy Code and until a decision is reached to assume or reject the Bombardier regional jet purchase agreement, no obligations arise on the part of US Airways Group or Bombardier with respect to the purchase and delivery of any aircraft.

Covenants and Credit Rating

     In addition to the minimum cash balance requirements, our long-term debt agreements contain various negative covenants that restrict or limit our actions, including our ability to pay dividends or make other restricted payments. Finally, certain long-term debt agreements contain cross-default provisions, which may be triggered by defaults by US Airways Group under other agreements relating to indebtedness. See “Risk Factors”— Our high level of fixed obligations limits our ability to fund general corporate requirements and obtain additional financing, limits our flexibility in responding to competitive developments and increases our vulnerability to adverse economic and industry conditions” in Item 1A, “Risk Factors”. As of June 30, 2006, US Airways Group and its subsidiaries were in compliance with the covenants in their long-term debt agreements.

     US Airways Group’s credit ratings, like those of most airlines, are relatively low, with S&P’s assessment of the issuer credit rating for US Airways Group and US Airways at B– and senior unsecured debt rating at CCC for US Airways Group. Fitch’s ratings for US Airways Group’s long-term debt and senior unsecured debt are CCC and CC, respectively. Moodys has rated US Airways Group’s long-term corporate family rating at B3. AWA is no longer rated separately. A decrease in our credit ratings could cause our borrowing costs to increase, which would increase our interest expense and could affect our net income, and our credit ratings could adversely affect our ability to obtain additional financing. If our financial performance or industry conditions do not improve, we may face future downgrades, which could further negatively impact our borrowing costs and the prices of our equity or debt securities. In addition, any downgrade of our credit ratings may indicate a decline in our business and in our ability to satisfy our obligations under our indebtedness.

Off-Balance Sheet Arrangements

     An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees,

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(2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company.

     There have been no material changes in our off-balance sheet arrangements as set forth in our 2005 Form 10-K.

Other Indebtedness and Obligations

     The following table provides details of our future cash contractual obligations as of June 30, 2006 (in millions):

	Payments Due by Period
	2006		2007		2008		2009		2010		Thereafter		Total
US Airways Group (1)
Debt (2)	$	—	$	—	$	—	$	—	$	—	$	1,394	$	1,394
Aircraft related and other commitments		18		36		36		34		48		1,668		1,840
US Airways (3)
Debt and capital lease obligations		68		83		79		71		75		994		1,370
Aircraft purchase and operating lease commitments		425		923		1,089		882		1,186		3,923		8,428
Regional capacity purchase agreements		298		604		616		628		641		2,917		5,704
AWA (3)
Debt and capital lease obligations		2		30		111		138		81		29		391
Aircraft purchase and operating lease commitments (4)		187		399		372		676		256		1,826		3,716
Regional capacity purchase agreements		287		580		592		603		616		945		3,623
Other US Airways Group subsidiaries (5)		5		2		1		—		—		—		8
Total	$	1,290	$	2,657	$	2,896	$	3,032	$	2,903	$	13,696	$	26,474

(1) These commitments represent those specifically entered into by US Airways Group or joint commitments entered into by US Airways Group, AWA and US Airways under which each entity is jointly and severally liable.

(2) Includes $144 million aggregate principal amount of 7% Senior Convertible Notes due 2020 issued by US Airways Group and the $1.25 billion GE Loan due March 31, 2011. In July 2006, $21 million of the 7% notes were converted into a total of 883,523 shares of common stock.

(3) Commitments listed separately under US Airways or AWA represent commitments under agreements entered into separately by those companies.

(4) In July 2006, AWA paid AerCap $20 million to prepay the $33.4 million in supplemental rent. As a result of this prepayment, annual rental expense will be reduced by approximately $1.9 million through 2013.

(5) Represents operating lease commitments entered into by US Airways Group’s other airline subsidiaries Piedmont and PSA.

     The Company expects to fund these cash obligations from funds provided by operations and future financings, if necessary. The cash available to us from these sources, however, may not be sufficient to cover these cash obligations because economic factors outside our control may reduce the amount of cash generated by operations or increase our costs. For instance, an economic downturn or general global instability caused by military actions, terrorism, disease

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outbreaks and natural disasters could reduce the demand for air travel, which would reduce the amount of cash generated by operations. An increase in our costs, either due to an increase in borrowing costs caused by a reduction in our credit rating or a general increase in interest rates or due to an increase in the cost of fuel, maintenance, aircraft and aircraft engines and parts, could decrease the amount of cash available to cover the cash obligations. Moreover, the GE Loan and our amended credit card agreement with Juniper contain minimum cash balance requirements. As a result, we cannot use all of our available cash to fund operations, capital expenditures and cash obligations without violating these requirements.

Critical Accounting Policies and Estimates

     In the second quarter of 2006, there were no significant changes to our critical accounting policies and estimates from those disclosed in the financial statements and accompanying notes contained in our 2005 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Sensitive Instruments

     US Airways Group’s primary market risk exposures include commodity price risk (i.e., the price paid to obtain aviation fuel), interest rate risk and equity price risk. Our exposure to market risk from changes in commodity prices, interest rates and equity prices has not changed materially from our exposure discussed in our 2005 Form 10-K except as updated below.

     Commodity price risk

     As of June 30, 2006, the Company had entered into costless collars and caps to protect itself from price risks. These transactions are in place with respect to approximately 31.3% and 5.7% of remaining projected 2006 and 2007 fuel requirements, respectively.

     The use of such hedging transactions in the Company’s fuel hedging program could result in the Company not fully benefiting from certain declines in heating oil futures prices or certain declines in the differential between jet fuel and heating oil futures prices. At June 30, 2006, the Company estimates that a 10% increase in heating oil futures prices would increase the fair value of the hedge transactions by approximately $50 million. The Company estimates that a 10% decrease in heating oil futures prices would decrease the fair value of the hedge transactions by approximately $44 million.

     Interest rate risk

     The Company’s exposure to interest rate risk relates primarily to its variable rate long-term debt obligations. At June 30, 2006, the Company’s variable-rate long-term debt obligations of approximately $1.88 billion represented approximately 59.4% of its total long-term debt. If interest rates increased 10% in 2006, the impact on the Company’s results of operations would be approximately $17 million.

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Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

     An evaluation was performed under the supervision and with the participation of US Airways Group’s, AWA’s and US Airways’ management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the rules promulgated under the Securities Exchange Act of 1934) as of June 30, 2006. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2006.

Changes in internal control over financial reporting.

     During the quarter ended June 30, 2006, there has been no change to US Airways Group’s, AWA’s or US Airways’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, US Airways Group’s, AWA’s or US Airways’ internal control over financial reporting other than controls established to properly account for the merger and consolidation of acquired operations. US Airways Group will face significant challenges in integrating procedures and operations in a timely and efficient manner and retaining key personnel. Management will continue to evaluate its internal control over financial reporting as it executes merger integration activities as it is possible that integration activities could materially affect US Airways Group’s, AWA’s or US Airways’ internal control over financial reporting.

Limitation on the effectiveness of controls.

     We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO believe that our disclosure controls and procedures were effective at the “reasonable assurance” level as of June 30, 2006.

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Part II. Other Information

Item 1. Legal Proceedings

     On September 12, 2004, US Airways Group and its domestic subsidiaries (the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (the “Bankruptcy Court”) (Case Nos. 04-13819-SSM through 03-13823-SSM) (the “2004 Bankruptcy”). On September 16, 2005, the Bankruptcy Court issued an order confirming the plan of reorganization submitted by the Debtors and on September 27, 2005, the Debtors emerged from the 2004 Bankruptcy. The Bankruptcy Court’s order confirming the plan included a provision called the plan injunction, which forever bars other parties from pursuing most claims against the Debtors that arose prior to September 27, 2005 in any forum other than the Bankruptcy Court. The great majority of these claims are pre-petition claims that, if paid out at all, will be paid out in common stock of the post-bankruptcy US Airways Group at a fraction of the actual claim amount.

     On February 26, 2004, a company called I.A.P. Intermodal, LLC filed suit against US Airways Group and its wholly owned airline subsidiaries in the United States District Court for the Eastern District of Texas alleging that the defendants’ computer scheduling system infringes upon three patents held by plaintiffs, all of which patents are entitled, “Method to Schedule a Vehicle in Real-Time to Transport Freight and Passengers.” Plaintiff seeks various injunctive relief as well as costs, fees and treble damages. US Airways Group and its subsidiaries were formally served with the complaint on June 21, 2004. US Airways Group is unable to ascertain at this time the likelihood or potential scale of liability. On the same date, the same plaintiff filed what US Airways Group believes to be substantially similar cases against nine other major airlines, including British Airways, Northwest Airlines Corporation, Korean Airlines Co., Ltd., Deutsche Lufthansa AG, Air France, Air Canada, Singapore Airlines Ltd., Delta Air Lines and Continental Airlines, Inc., and had filed a suit against AMR Group, Inc., the parent company of American Airlines, along with its airline subsidiaries, in December 2003. This action has been stayed as to US Airways Group and its wholly owned subsidiaries as a result of the 2004 Bankruptcy. In the meantime, several foreign airline defendants were dismissed from the case for reasons unique to their status as foreign operators, and the remaining defendants in September 2005 obtained a ruling that there had been no infringement of any of I.A.P.’s patents. In October 2005, I.A.P. entered into consent judgments with several defendants but has since filed a notice of appeal against Continental Airlines and the AMR Group defendants. I.A.P. did not file any claims against US Airways Group or any of its subsidiaries in the 2004 Bankruptcy.

     On January 7, 2003, the Internal Revenue Service (“IRS”) issued a notice of proposed adjustment to US Airways Group proposing to disallow $573 million of capital losses that US Airways Group sustained in the tax year 1999 on the sale of stock of USLM Corporation (the “USLM matter”). On February 5, 2003, the IRS filed a proof of claim with the Bankruptcy Court in connection with the 2002 Bankruptcy asserting the following claims against US Airways with respect to the USLM matter: (1) secured claims for U.S. federal income tax and interest of $1 million; (2) unsecured priority claims for U.S. federal income tax of $68 million and interest of $14 million; and (3) an unsecured general claim for penalties of $25 million. On May 8, 2003, US Airways Group reached a tentative agreement with the IRS on the amount of U.S. federal income taxes, interest and penalties due subject to final approval from the Joint Committee on Taxation. By letter dated September 11, 2003, US Airways Group was notified that the Joint Committee on Taxation had accepted the tentative agreement with the IRS, including a settlement of all federal income taxes through the end of 2002. Due to the 2004 Bankruptcy filing, which suspended payment of prepetition liabilities, final payment terms under the agreement have not

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been submitted to the Bankruptcy Court for approval. The IRS has submitted a proof of claim relating to the USLM matter in the 2004 Bankruptcy in the amount of approximately $31 million, and on August 2, 2005 the IRS filed a motion for relief from the automatic stay seeking to setoff against approximately $4 million of tax refunds due to the Debtors. On October 20, 2005, the IRS filed an amended proof of claim reducing its claim in the USLM matter to $11 million. On November 3, 2005, the IRS filed an amended motion continuing to seek relief for the $4 million setoff.

     US Airways Group and US Airways have been named as defendants in two lawsuits filed in federal district court for the Eastern District of Michigan in May 1999. Delta Air Lines is also named as a defendant in both actions, while Northwest Airlines and the Airlines Reporting Corporation were sued separately in a third action. The complaints were filed on behalf of a class of airline passengers who originated or terminated their trips at the defendant carriers’ respective hubs. These passengers allege that they paid excessive fares due to the respective airlines’ enforcement of ticketing rules that prohibit the use of a connecting segment coupon that is part of a through-fare ticket where the passenger does not fly or intend to fly the entire ticketed itinerary. Plaintiffs allege monopolization and restraint of trade in violation of federal antitrust laws. They seek recovery of treble damages from all named defendants in the amount of $390 million and an injunction prohibiting future enforcement of the rules at issue. On May 16, 2002, the court denied the defendant airlines’ Motion for Summary Judgment and granted the plaintiffs’ Motion for Class Certification in each of the cases. On May 31, 2002, US Airways Group and US Airways filed a petition with the United States Court of Appeals for the Sixth Circuit seeking a discretionary review of the certification order. On November 21, 2002, the petition for permission to appeal the class certification decision was denied. On December 4, 2002, Delta Air Lines and Northwest Airlines filed a rehearing petition seeking en banc review of the initial Sixth Circuit denial. On February 24, 2003, Northwest Airlines’ and Delta Air Lines’ petition for rehearing en banc was denied. Notwithstanding the district court’s denial of summary judgment and the petition, US Airways Group and US Airways believe the claims are without merit and intend to pursue a vigorous defense. The action was stayed as to US Airways during the 2002 Bankruptcy and again during the 2004 Bankruptcy. On April 29, 2005, Northwest Airlines and Delta Air Lines filed a renewed motion for summary judgment on all counts. That motion was denied. Delta Air Lines and Northwest Airlines filed two additional motions: one seeking decertification of the class and the other seeking dismissal of all class members who received ticket refunds. While those motions were pending, Delta Air Lines and Northwest Airlines filed for bankruptcy. The federal district court has now deactivated the case because of the bankruptcy filings. However, in January 2006, plaintiffs filed a motion for relief from the stay imposed by the Northwest Airlines bankruptcy filing to pursue litigation against that defendant only. On December 1, 2005, plaintiffs withdrew the claims filed against US Airways in the 2002 and 2004 Bankruptcies, thus effectively cutting off their right to obtain any relief against US Airways for damages that might have accrued prior to September 27, 2005.

     On October 7, 2005, 240 pilots employed by the MidAtlantic division of US Airways filed a complaint in the federal district court for the Eastern District of New York against ALPA, US Airways, US Airways Group, Republic Airways Holdings, Inc., Wexford Capital LLC and AWA, alleging that defendants conspired to deceive plaintiffs into believing that MidAtlantic was a separate entity from US Airways in order to deprive them of the benefits they are due as US Airways pilots pursuant to the US Airways collective bargaining agreement. Plaintiffs’ claims against the airline defendants include breach of collective bargaining agreement, violation of the Railway Labor Act and racketeering under the Racketeering Influenced and Corrupt Organizations Act (“RICO”). Plaintiffs’ complaint requests $2 billion in damages from the airline defendants and injunctive relief. On July 6, 2006, Plaintiffs filed an amended complaint that included no counts against US Airways, US Airways Group, Republic Airways Holdings, Inc., Wexford Capital LLC or AWA. On July 7, 2006, Plaintiffs and these airline defendants filed a stipulation of dismissal confirming that all counts against these defendants had been dropped, and

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on July 12, 2006, the judge entered an order approving the stipulation and dismissing these defendants from the case.

     On February 8, 2006, 103 flight attendants employed by the MidAtlantic division of US Airways filed a complaint against AFA, AFA’s international president Pat Friend and US Airways, alleging that defendants conspired to deceive plaintiffs into believing that MidAtlantic was a separate entity from US Airways in order to deprive them of the benefits they are due as US Airways flight attendants pursuant to the US Airways collective bargaining agreement. Plaintiffs’ claims against US Airways include breach of collective bargaining agreement, violation of the Railway Labor Act and racketeering under RICO. Plaintiffs’ complaint requests $400 million in damages from US Airways and injunctive relief. The complaint was served on US Airways on July 7, 2006. Our response is due on July 27, 2006.

     On October 12, 2005, Bank of America, N.A., which is one of the issuing banks of the US Airways frequent flier program credit card and also acts as the processing bank for most airline ticket purchases paid for with credit cards, filed suit in the Delaware Chancery Court in New Castle County, against US Airways, US Airways Group and AWA, alleging that US Airways breached its frequent flier credit card contract with Bank of America by entering into a similar, competing agreement with Juniper and allowing Juniper to issue a US Airways frequent flier credit card. Bank of America also alleges that US Airways Group and AWA induced these breaches. Bank of America seeks an order requiring US Airways to market the Bank of America card and prohibit Juniper from issuing a US Airways credit card, as well as unspecified damages. On October 27, 2005, Juniper, which was not originally a party to the lawsuit, sought and later received court permission to intervene as a defendant in the case and has made counterclaims against Bank of America. Juniper seeks an order declaring the validity of its new agreement to issue a US Airways frequent flier credit card. On November 3, 2005, Bank of America filed a motion for partial summary judgment on the breach of contract claim against US Airways. After a series of procedural steps, Bank of America’s motion, along with a cross-motion for summary judgment filed by Juniper, was heard in the Bankruptcy Court, where the case is now pending as an adversary proceeding. On January 30, 2006, the Bankruptcy Court ruled that Bank of America was equitably estopped from pursuing its claims that US Airways breached its agreement with Bank of America by negotiating and entering into the agreement with Juniper. The Bankruptcy Court ruled in the alternative that US Airways did not breach its agreement with Bank of America to be the exclusive card issuer, but that US Airways had breached the “no shop” provision of the Bank of America agreement when US Airways negotiated with Juniper prior to reaching the Juniper agreement. Bank of America sought appeal of that ruling while it has continued to pursue certain administrative claims against US Airways in Bankruptcy Court. The resolution of the final two claims that Bank of America made in the lawsuit, which are (i) that AWA tortiously interfered with the contractual relationship between US Airways and Bank of America and (ii) that US Airways Group and AWA tortiously interfered with Bank of America’s right to future economic benefit under its agreement with US Airways, are dependent on the outcome of the pending appeal. Bank of America will pursue those two claims only if its appeal of the January 30, 2006 order is ultimately successful. On July 19, 2006, the Eastern District of Virginia affirmed the Bankruptcy Court’s order in part, ruling that US Airways did not breach the exclusivity provisions of the contract. However, the Eastern District of Virginia reversed the Bankruptcy Court’s decision on equitable estoppel and remanded the remainder of the case to the Bankruptcy Court to take further evidence.

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     The Company is unable to estimate at this time the amount of loss or probable losses, if any, that might result from an adverse resolution of the proceedings discussed above, and currently is unable to predict whether the outcome of these proceedings will have a material adverse effect on its results of operations or financial condition. The Company intends, however, to vigorously pursue all available defenses and claims in these matters.

Item 1A. Risk Factors

Risk Factors Relating to the Company and Industry Related Risks

     Below are a series of risk factors that may affect the results of operations or financial performance of the Company. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of these risk factors on our business or the extent to which any factor or combination of factors may impact our business.

Our business is dependent on the price and availability of aircraft fuel. Continued periods of historically high fuel costs, significant disruptions in the supply of aircraft fuel or significant further increases in fuel costs could have a significant negative impact on our operating results.

     Our operating results are significantly impacted by changes in the availability or price of aircraft fuel. Fuel prices increased substantially in 2004 compared with 2003 and have continued to increase through 2005 and 2006. Due to the competitive nature of the airline industry and market forces, we generally have not been able to increase our fares or otherwise increase revenues sufficiently to offset the rise of fuel prices in the past and we may not be able to do so in the future. Although we are currently able to obtain adequate supplies of aircraft fuel, it is impossible to predict the future availability or price of aircraft fuel. In addition, from time to time we enter into hedging arrangements to protect against rising fuel costs. Our ability to hedge in the future, however, may be limited. See also the discussion in Part I Item 3. “Quantitative and Qualitative Disclosures About Market Risk.”

Our high level of fixed obligations limits our ability to fund general corporate requirements and obtain additional financing, limits our flexibility in responding to competitive developments and increases our vulnerability to adverse economic and industry conditions.

     We have a significant amount of fixed obligations, including debt, aircraft leases and financings, aircraft purchase commitments, leases of airport and other facilities and other cash obligations. We also have guaranteed costs associated with our regional alliances and commitments to purchase aircraft from Airbus. As a result of the substantial fixed costs associated with these obligations:

• A decrease in revenues results in a disproportionately greater percentage decrease in earnings.

• We may not have sufficient liquidity to fund all of these fixed costs if our revenues decline or costs increase.

• We may have to use our working capital to fund these fixed costs instead of funding general corporate requirements, including capital expenditures.

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• We may not have sufficient liquidity to respond to competitive developments and adverse economic conditions.

     Our obligations also impair our ability to obtain additional financing, if needed, and our flexibility in the conduct of our business. Our existing indebtedness is secured by substantially all of our assets. Moreover, the terms of our secured GE Loan restrict our ability to incur additional indebtedness or make certain equity issuances unless we use the proceeds of those transactions to repay the loan, require us to maintain unrestricted cash and cash equivalents of not less than $750 million (subject to partial reduction upon reduction in the principal amount outstanding) over the term of the loan, and restrict our ability to take certain other actions, including mergers and acquisitions, investments and asset sales. The Company’s affinity credit card partner agreement with Juniper Bank, a subsidiary of Barclays PLC, requires the Company to maintain an average quarterly balance of cash, cash equivalents and short-term investments of at least $1 billion for the entirety of the agreement.

     Our ability to pay the fixed costs associated with our contractual obligations depends on our operating performance and cash flow, which in turn depend on general economic and political conditions. A failure to pay our fixed costs or breach of the contractual obligations could result in a variety of adverse consequences, including the acceleration of our indebtedness, the withholding of credit card proceeds by the credit card servicers and the exercise of remedies by our creditors and lessors. In such a situation, it is unlikely that we would be able to fulfill our contractual obligations, repay the accelerated indebtedness, make required lease payments or otherwise cover our fixed costs.

We may not perform as well financially as we expect following the merger.

     In deciding to enter into the merger agreement, US Airways Group and America West Holdings considered the benefits of operating as a combined company, including, among others, an enhanced ability to compete in the airline industry and the fact that the proprietary brands of the combined company would permit US Airways Group to further differentiate itself from other airline companies. The success of the merger will depend, in part, on our ability to realize the anticipated revenue opportunities and cost savings from combining the businesses of US Airways Group and America West Holdings. We have estimated that the combined companies expect to realize approximately $600 million in incremental operating cost and revenue synergies. We cannot assure you, however, that these synergies will be realized. To realize the anticipated benefits from the merger, we must successfully combine the businesses of US Airways Group and America West Holdings in a manner that permits those costs savings and other synergies to be realized in a timely fashion. In addition, we must achieve these savings without adversely affecting revenues or suffering a business interruption. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may take longer to realize than expected or may not be realized fully or at all.

The integration of US Airways Group and America West Holdings following the merger presents significant challenges.

     US Airways Group and America West Holdings face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Company personnel. The integration of US Airways Group and America West Holdings has been and will continue to be costly, complex and time

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consuming, and management will continue to devote substantial effort to that integration that could otherwise be spent on operational matters or other strategic opportunities. We expect that the merger will result in certain synergies, business opportunities and growth prospects. We, however, may never realize these expected synergies, business opportunities and growth prospects. US Airways Group may experience increased competition that limits its ability to expand its business. We may not be able to capitalize on expected business opportunities, including retaining current customers. In addition, assumptions underlying estimates of expected cost savings and expected revenue synergies may be inaccurate, or general industry and business conditions may deteriorate. Furthermore, integrating operations will require significant efforts and expenses. Our management may have its attention diverted from ongoing operations while trying to integrate.

US Airways Group could experience significant operating losses in the future.

     Despite significant labor cost reductions and other cost savings achieved in the prior bankruptcies, US Airways Group experienced significant operating losses through 2005. Although US Airways Group reported operating profits in the Second Quarter of 2006 and expects to be profitable in 2006, there is no guarantee of future profitability. There are several reasons why US Airways Group might fail to achieve profitability and might in fact experience significant losses.

     Since early 2001, the U.S. airline industry’s revenue performance has fallen short of what would have been expected based on historical growth trends. This shortfall has been caused by a number of factors, including rising fuel costs, as discussed above, and the factors discussed below.

     Low cost carriers (including AWA and the new US Airways) have had a profound impact on industry revenues. Using the advantage of low unit costs, these carriers offer lower fares, particularly those targeted at business passengers, in order to shift demand from larger, more-established airlines. Some low cost carriers, which have cost structures lower than ours, have better financial performance and more cost effective access to capital to fund fleet growth. These low-cost carriers are expected to continue to increase their market share through pricing and growth and could continue to have an impact on the overall performance of US Airways Group.

     The advent of Internet travel websites has lowered the cost to airlines of selling tickets. However, it has also had a large negative impact on airline revenues because travel consumers now have access to nearly perfect pricing information and, as a result, have become more efficient at finding lower fare alternatives.

Union disputes, employee strikes and other labor-related disruptions may adversely affect our operations.

     Our business plan includes assumptions about labor costs going forward. Currently, the labor costs of both AWA and US Airways are very competitive and very similar; however, we cannot assure that labor costs going forward will remain competitive, either because our agreements may become amendable or because competitors may significantly reduce their labor costs. Approximately 80% of the employees within US Airways Group are represented for collective bargaining purposes by labor unions. In the United States, prior to the merger these employees were organized into nine labor groups represented by five different unions at US Airways, seven labor groups represented by four different unions at AWA, four labor groups represented by four different unions at Piedmont, and four labor groups represented by four

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different unions at PSA. There are additional unionized groups of US Airways employees abroad.

     Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act (the “RLA”). Under the RLA, collective bargaining agreements generally contain “amendable dates” rather than expiration dates, and the RLA requires that a carrier maintain the existing terms and conditions of employment following the amendable date through a multi-stage and usually lengthy series of bargaining processes overseen by the National Mediation Board. This process continues until either the parties have reached agreement on a new collective bargaining agreement, or the parties have been released to “self-help” by the National Mediation Board. Although in most circumstances the RLA prohibits strikes, after release by the National Mediation Board carriers and unions are free to engage in self-help measures such as strikes and lock-outs. None of the US Airways labor agreements becomes amendable until December 31, 2009. Of the AWA labor agreements, four are currently amendable.

     Some of our unions have brought grievance arbitrations in the context of the labor integration process. Unions may bring additional court actions or grievance arbitrations, and may seek to compel us to engage in the bargaining processes where we believe we have no such obligation. If successful, there is a risk these judicial or arbitral avenues in the context of the merger could create additional costs that we did not anticipate. There is also a risk that disgruntled employees, either with or without union involvement, could engage in illegal slow-downs, work stoppages, partial work stoppages, sick-outs or other action short of a full strike that could individually or collectively harm the operation of the airline and impair its financial performance.

Fluctuations in interest rates could adversely affect our liquidity, operating expenses and results.

     A substantial portion of our indebtedness bears interest at fluctuating interest rates. These are primarily based on the London interbank offered rate for deposits of U.S. dollars, or LIBOR. LIBOR tends to fluctuate based on general economic conditions, general interest rates, federal reserve rates and the supply of and demand for credit in the London interbank market. We have not hedged our interest rate exposure and, accordingly, our interest expense for any particular period may fluctuate based on LIBOR and other variable interest rates. To the extent these interest rates increase, our interest expense will increase, in which event we may have difficulties making interest payments and funding our other fixed costs and our available cash flow for general corporate requirements may be adversely affected.

We rely heavily on automated systems to operate our business and any failure of these systems, or the failure to integrate them successfully following the merger, could harm our business.

     We depend on automated systems to operate our business, including our computerized airline reservation systems, our flight operations systems, our telecommunication systems and our websites. Our website and reservation systems must be able to accommodate a high volume of traffic and deliver important flight information. Substantial or repeated website, reservations systems or telecommunication systems failures could reduce the attractiveness of our services and could cause our customers to purchase tickets from another airline. Furthermore, we have encountered complications and difficulties in integrating some of the Company’s automated systems. Any disruption in these systems could result in the loss of important data, increase our expenses and generally harm our business.

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If we incur problems with any of our third party service providers, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.

     Our reliance upon others to provide essential services on behalf of our operations may result in the relative inability to control the efficiency and timeliness of contract services. We have entered into agreements with contractors to provide various facilities and services required for our operations, including express operations, aircraft maintenance, ground facilities, reservations and baggage handling. Similar agreements may be entered into in any new markets we decide to serve. These agreements are generally subject to termination after notice by the third party service provider. Any material problems with the efficiency and timeliness of contract services could have a material adverse effect on our business, financial condition and results of operations.

The travel industry, materially adversely affected by the September 11, 2001 terrorist attacks, continues to face on-going security concerns and cost burdens associated with security.

     The attacks of September 11, 2001 materially impacted and continue to impact air travel. The Aviation Security Act mandates improved flight deck security; deployment of federal air marshals onboard flights; improved airport perimeter access security; airline crew security training; enhanced security screening of passengers, baggage, cargo, mail, employees and vendors; enhanced training and qualifications of security screening personnel; additional provision of passenger data to U.S. Customs and enhanced background checks. These increased security procedures introduced at airports since the attacks have increased costs to airlines. A concurrent increase in airport security charges and procedures has also had a disproportionate impact on short-haul travel, which constitutes a significant portion of US Airways’ flying. We would also be materially impacted in the event of further terrorist attacks or perceived terrorist threats.

Increases in insurance costs or reductions in insurance coverage may adversely impact our operations and financial results.

     The terrorist attacks of September 11, 2001 led to a significant increase in insurance premiums and a decrease in the insurance coverage available to commercial air carriers. Accordingly, our insurance costs increased significantly and our ability to continue to obtain insurance even at current prices remains uncertain. In addition, we have obtained third party war risk (terrorism) insurance through a special program administered by the FAA, resulting in lower premiums than if we had obtained this insurance in the commercial insurance market. The program has been extended, with the same conditions and premiums, until August 31, 2006. Under Vision 100, the President may continue the insurance program until March 30, 2008. If the federal insurance program terminates, we would likely face a material increase in the cost of war risk insurance. Because of competitive pressures in our industry, our ability to pass additional insurance costs to passengers is limited. As a result, further increases in insurance costs or reductions in available insurance coverage could have an adverse impact on our financial results.

Changes in government regulation could increase our operating costs and limit our ability to conduct our business.

     Airlines are subject to extensive regulatory requirements. In the last several years, Congress has passed laws and DOT, FAA, TSA and the Department of Homeland Security have issued a number of directives and other regulations. These requirements impose substantial costs

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on airlines. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce revenues. The ability of U.S. carriers to operate international routes is subject to change because the applicable arrangements between the U.S. and foreign governments may be amended from time to time, or because appropriate slots or facilities may not be available. We cannot assure you that laws or regulations enacted in the future will not adversely affect our operating costs.

The use of America West Holdings’ and US Airways Group’s respective pre-merger NOLs and certain other tax attributes is limited following the merger.

     Although US Airways Group continues as the publicly traded parent entity following the merger, each of America West Holdings and US Airways Group underwent an “ownership change,” as defined in Internal Revenue Code Section 382, in connection with the merger. When a company undergoes such an ownership change, Section 382 limits the company’s future ability to utilize any net operating losses, or NOLs, generated before the ownership change and certain subsequently recognized “built-in” losses and deductions, if any, existing as of the date of the ownership change. A company’s ability to utilize new NOLs arising after the ownership change is not affected. An ownership change generally occurs if certain persons or groups increase their aggregate ownership percentage in a corporation’s stock by more than 50 percentage points in the shorter of any three-year period or the period since the last ownership change.

The airline industry is intensely competitive.

     Our competitors include other major domestic airlines as well as foreign, regional and new entrant airlines, some of which have more financial resources or lower cost structures than ours, and other forms of transportation, including rail and private automobiles. In many of our markets we compete with at least one other low-cost air carrier. Our revenues are sensitive to numerous factors, and the actions of other carriers in the areas of pricing, scheduling and promotions can have a substantial adverse impact on overall industry revenues. These factors may become even more significant in periods when the industry experiences large losses, as airlines under financial stress, or in bankruptcy, may institute pricing structures intended to achieve near-term survival rather than long-term viability. In addition, because a significant portion of US Airways’ traffic is short-haul travel, US Airways is more susceptible than other major airlines to competition from surface transportation such as automobiles and trains.

Certain liabilities were not fully extinguished as a result of confirmation of the plan of reorganization.

     While a significant amount of the Debtors’ prepetition liabilities were discharged as a result of the bankruptcy proceedings, a large number of their obligations remain in effect following the merger. Various agreements and liabilities remain in place, including secured financings, aircraft agreements, certain environmental liabilities, certain grievances with our labor unions, leases and other contracts, as well as allowed administrative claims, that will still subject us to substantial obligations and liabilities.

Interruptions or disruptions in service at one of our hub airports could have a material adverse impact on our operations.

     We operate principally through primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. A majority of our flights either originate or fly into one of these locations. A significant

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interruption or disruption in service at one of our hubs could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe impact on our business, operations and financial performance.

We are at risk of losses and adverse publicity stemming from any accident involving any of our aircraft.

     If one of our aircraft were to be involved in an accident, we could be exposed to significant tort liability. The insurance we carry to cover damages arising from any future accidents may be inadequate. In the event that our insurance is not adequate, we may be forced to bear substantial losses from an accident. In addition, any accident involving an aircraft that we operate could create a public perception that our aircraft are not safe or reliable, which could harm our reputation, result in air travelers being reluctant to fly on our aircraft and adversely impact our financial condition and operations.

Our business is subject to weather factors and seasonal variations in airline travel, which cause our results to fluctuate.

     Our operations are vulnerable to severe weather conditions in parts of our network that could disrupt service, create air traffic control problems, decrease revenue, and increase costs, such as during hurricane season in the Caribbean and Southeast United States, snow and severe winters in the Northeast United States and thunderstorms in the Eastern United States. In addition, the air travel business historically fluctuates on a seasonal basis. Due to the greater demand for air and leisure travel during the summer months, revenues in the airline industry in the second and third quarters of the year tend to be greater than revenues in the first and fourth quarters of the year. The results of operations of the combined company will likely reflect weather factors and seasonality, and therefore quarterly results are not necessarily indicative of those for an entire year and the prior results of America West Holdings and US Airways Group are not necessarily indicative of the Company’s future results.

Employee benefit plans represent significant continuing costs to the sponsoring employers.

     US Airways Group and its subsidiaries sponsor employee benefit plans and arrangements that provide retirement, medical, disability and other benefits to our employees and participating retirees. Many of the benefits provided under these plans are mandated under various collective bargaining agreements, while others are provided on a voluntary basis as a means to recruit and retain valuable employees. While we recently terminated certain defined benefit pension plans and significantly reduced post-retirement medical benefits and other retiree benefits, the benefit obligations associated with the remaining employee benefit plans and related costs represent a substantial continuing cost to the sponsors. In addition, many of these employee benefit plans are subject to federal laws such as ERISA and the Internal Revenue Code, and must be maintained accordingly. Continued compliance with these employee benefit plans’ rules is necessary, as even unintentional failures to comply can result in significant fines and penalties. Employee benefit plans in general also are increasingly the subject of protracted litigation, especially following significant plan design changes. Certain of the plans sponsored by the subsidiaries of US Airways Group have undergone several changes in connection with the recent bankruptcy cases.

Risks Related to Our Common Stock

Our common stock has limited trading history and its market price may be volatile.

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     Because our common stock began trading on the NYSE on September 27, 2005, there is only a limited trading history for our common stock. The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:

• our operating results failing to meet the expectations of securities analysts or investors;

• changes in financial estimates or recommendations by securities analysts;

• material announcements by us or our competitors;

• movements in fuel prices;

• new regulatory pronouncements and changes in regulatory guidelines;

• general and industry-specific economic conditions;

• public sales of a substantial number of shares of our common stock; and

• general market conditions.

Conversion of our convertible notes will dilute the ownership interest of existing stockholders and could adversely affect the market price of our common stock.

     The conversion of some or all of the US Airways Group’s 7% Senior Convertible Notes due 2020 will dilute the ownership interests of existing shareholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.

A small number of stockholders beneficially own a substantial amount of our common stock.

     A significant portion of US Airways Group’s common stock is beneficially owned by a relatively small number of equity investors. As a result, until these stockholders sell a substantial portion of their shares, they will have a greater percentage vote in matters that may be presented for a vote to stockholders than most other stockholders. This may make it more difficult for other stockholders to influence votes on matters that may come before stockholders of US Airways Group. In addition, sales of these shares into the market could cause the market price of our common stock to drop significantly, even if our business is doing well.

Certain provisions of the amended and restated certificate of incorporation and amended and restated bylaws of US Airways Group will make it difficult for stockholders to change the composition of our board of directors and may discourage takeover attempts that some of our stockholders might consider beneficial.

     Certain provisions of the amended and restated certificate of incorporation and amended and restated bylaws of US Airways Group may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not in the best interests of US Airways Group and its stockholders. These provisions include, among other things, the following:

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• a classified board of directors with three-year staggered terms;

• advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;

• the ability of US Airways Group’s board of directors to fill vacancies on the board;

• a prohibition against stockholders taking action by written consent;

• a prohibition against stockholders calling special meetings of stockholders;

• a requirement for the approval of holders of at least 80% of the voting power of the shares entitled to vote in the election of directors for the stockholders to amend the second amended and restated bylaws; and

• super-majority voting requirements to modify or amend specified provisions of US Airways Group’s amended and restated certificate of incorporation.

     These provisions are not intended to prevent a takeover, but are intended to protect and maximize the value of US Airways Group’s stockholders’ interests. While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable our board of directors to prevent a transaction that some, or a majority, of our stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. In addition, US Airways Group is subject to the provisions of Section 203 of the Delaware General Corporation Law, which prohibits business combinations with interested stockholders. Interested stockholders do not include stockholders, such as our new equity investors, whose acquisition of US Airways Group’s securities is approved by the board of directors prior to the investment under Section 203.

Our charter documents include provisions limiting voting and ownership by foreign owners.

     Our amended and restated certificate of incorporation provides that shares of capital stock may not be voted by or at the direction of persons who are not citizens of the United States if the number of such shares would exceed 24.9% of the voting stock of our company. In addition, any attempt to transfer equity securities to a non-U.S. person in excess of 49.9% of our outstanding equity securities will be void and of no effect.

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Item 4. Submission of Matters to a Vote of Security Holders

     At our Annual Meeting of Stockholders held on May 17, 2006 (the “Annual Meeting”), the stockholders approved the election of the following Class I directors to hold office until the 2009 Annual Meeting and until their successors are duly elected and qualified, or until their earlier death or resignations.

	Number of Shares
	For		Withheld
Herbert M. Baum		59,091,484		430,488
Richard C. Kraemer		59,113,596		408,376
Cheryl G. Krongard		59,105,962		416,010

     The following directors’ terms of office as directors continued after the Annual Meeting: W. Douglas Parker, Bruce R. Lakefield, Richard A. Bartlett, Denise M. O’Leary, George M. Philip, Richard P. Schifter, Edward L. Shapiro and J. Steven Whisler.

     The stockholders also voted to ratify the appointment of KPMG LLP to serve as independent registered public accounting firm for the fiscal year ending December 31, 2006. The results were as follows:

     For:   59,430,161           Against:   27,431            Abstain:    416,010

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Item 6. Exhibits

Exhibit No.	Description
10.1	America West Holdings 2002 Incentive Equity Plan as amended through May 23, 2002.
10.2	Purchase Agreement dated May 31, 2006 by and among US Airways Group, Inc., Eastshore Aviation, LLC and Goldman, Sachs & Co. (incorporated by reference to Exhibit 1.1 to US Airways Group’s Current Report on Form 8-K dated May 31, 2006, filed on June 2, 2006).
10.3*	Amended and Restated Embraer Aircraft Purchase Agreement dated as of June 13, 2006 between US Airways Group, Inc. and Embraer –Empresa Brasileira de Aeronautica S.A.
31.1	Certification of US Airways Group’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of US Airways Group’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.3	Certification of AWA’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.4	Certification of AWA’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.5	Certification of US Airways’ Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.6	Certification of US Airways’ Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of US Airways Group’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of AWA’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of US Airways’ Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Portions of this exhibit have been omitted under a request for confidential treatment and filed separately with the United States Securities and Exchange Commission

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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 thereunto duly authorized.

		US Airways Group, Inc. (Registrant)
Date: July 27, 2006	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer
		America West Airlines, Inc. (Registrant)
Date: July 27, 2006	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer
		US Airways, Inc. (Registrant)
Date: July 27, 2006	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.1	America West Holdings 2002 Incentive Equity Plan as amended through May 23, 2002.
10.2	Purchase Agreement dated May 31, 2006 by and among US Airways Group, Inc., Eastshore Aviation, LLC and Goldman, Sachs & Co. (incorporated by reference to Exhibit 1.1 to US Airways Group’s Current Report on Form 8-K dated May 31, 2006, filed on June 2, 2006).
10.3*	Amended and Restated Embraer Aircraft Purchase Agreement dated as of June 13, 2006 between US Airways Group, Inc. and Embraer –Empresa Barsileira de Aeronautica S.A.
31.1	Certification of US Airways Group’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of US Airways Group’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.3	Certification of AWA’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.4	Certification of AWA’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.5	Certification of US Airways’ Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.6	Certification of US Airways’ Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of US Airways Group’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of AWA’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of US Airways’ Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Portions of this exhibit have been omitted under a request for confidential treatment and filed separately with the United States Securities and Exchange Commission

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EX-10.1

Exhibit 10.1

America West 2002 Incentive Equity Plan

(As amended through May 23, 2002)

America West 2002 Incentive Equity Plan

     1. Purpose. The purpose of the America West 2002 Incentive Equity Plan (the “Plan”) is to promote the interests of the Company by encouraging Employees, Directors and Consultants to acquire or increase their equity interests in the Company, to provide a means whereby Employees may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. The Plan also is intended to enhance the ability of the Company and its Subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Plan shall be effective as of March 27, 2002 (the “Effective Date”).

     2. Definitions. As used in this Plan:

          (a) “Award” means an Option Right or Restricted Stock (each as defined in its respective paragraph).

          (b) “Board” means the Board of Directors of the Company.

          (c) “Code” means the Internal Revenue Code of 1986, as amended.

          (d) “Committee” means a committee of two or more members of the Board appointed by the Board pursuant to Paragraph 14.

          (e) “Common Stock” means the Class B Common Stock, $0.01 par value, of the Company.

          (f) “Company” means America West Holdings Corporation.

          (g) “Consultant” means any person, including an advisor, engaged by the Company or a Subsidiary to render consulting or advisory services and who is compensated for such services. However, the term “Consultant” shall not include Directors who are compensated by the Company solely for their services as Directors, and the payment of a Director’s fee by the Company for services as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

          (h) “Continuous Service” means that the Participant’s service with the Company or any Subsidiary, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or any Subsidiary as an Employee, Director or Consultant or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or any Subsidiary, shall not terminate a Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of a Subsidiary or a Director shall not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other

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personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.

          (i) “Date of Grant” means with respect to an Award, the date specified by the Committee on which such Award will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

          (j) “Deferral Account” means the account established and maintained by the Company for deferral of Stock Option Gain by a Deferral Participant. Deferral Accounts will be maintained solely as bookkeeping entries to evidence unfunded obligations of the Company.

          (k) “Deferral Participant” means any Participant who is a member of a select group of management or highly compensated Employees, who is designated by the Committee as a Deferral Participant and who makes a Stock Option Gain deferral election pursuant to Paragraph 9.

          (l) “Director” means a member of the Board of Directors of the Company

          (m) “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

          (n) “Effective Date” means March 27, 2002.

          (o) “Employee” means any person employed by the Company or any Subsidiary. Service as a Director shall not constitute employment with the Company or a Subsidiary.

          (p) “Incentive Stock Option” means an Option Right intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

          (q) “Management Objectives” means the objectives, if any, established by the Committee that are to be achieved with respect to an Award granted under this Plan, which may be described in terms of Company-wide objectives, in terms of objectives that are related to performance of the division, Subsidiary, department or function within the Company or a Subsidiary in which the Participant receiving the Award is employed or in individual or other terms, and which will relate to the period of time determined by the Committee. The Management Objectives, intended to qualify under Section 162(m) of the Code, shall be with respect to one or more of the following measures which may, at the discretion of the Committee, be measured absolutely or by comparison to similar measures reported by other major U.S. airlines: (i) earnings before interest, taxes, depreciation, rent and amortization expenses (“EBITDAR”); (ii) earnings before interest and taxes (“EBIT”); (iii) EBITDAR, EBIT or earnings before taxes and unusual or nonrecurring items as measured either against the annual budget or as a ratio to revenue or return on total capital; (iv) total stockholder return; (v) return on capital; (vi) stock price performance; (vii) revenue per available seat mile; (viii) costs per available seat mile; and (ix) customer satisfaction using the Air Travel Consumer Report issued by the United States Department of Transportation. Which objectives to use with respect to an

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Award, the weighting of the objectives if more than one is used, and whether the objective is to be measured against a Company-established budget or target, an index or a peer group of airlines, shall be determined by the Committee in its discretion at the time of grant of the Award. A Management Objective need not be based on an increase or a positive result and may include, for example, maintaining the status quo or limiting economic losses. The Committee, in its sole discretion and without the consent of the Participant, may amend an Award to reflect (1) a change in corporate capitalization, such as a stock split or dividend, (2) a corporate transaction, such as a corporate merger, a corporate consolidation, any corporate separation (including a spinoff or other distribution of stock or property by a corporation), any corporate reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or (3) any partial or complete corporate liquidation. With respect to an Award that is subject to Management Objectives, the Committee must first certify that the Management Objectives have been achieved before the Award may be paid.

          (r) “Market Value per Share” means, as of any date, the closing sales price per share of Common Stock (or the closing bid, if no sales were reported) as quoted on the exchange or market with the greatest volume of trading in the Common Stock as of such date, as reported in The Wall Street Journal or such other source as the Committee deems reliable. If the date of determination is not a market trading date then the closing sales price on the last market trading day prior to the day of determination shall be used. In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee.

          (s) “Non-Employee Director” means a director of the Company who is not also an Employee.

          (t) “Option Price” means the purchase price per share payable on exercise of an Option Right.

          (u) “Option Right” means the right to purchase a share of Common Stock upon exercise of an option granted pursuant to Paragraph 4.

          (v) “Participant” means an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.

          (w) “Restricted Stock” means shares of Common Stock granted or sold pursuant to Paragraph 5.

          (x) “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect) as in effect from time to time.

          (y) “Stock Option Gain” means, pursuant to the exercise of an Option Right not intended to qualify as an Incentive Stock Option, the shares of Common Stock representing the difference between the aggregate Market Value per Share of shares of Common Stock subject to the Option Right on the date of exercise less the aggregate Option Price, if, and only if, the aggregate Option Price is paid with shares of Common Stock already owned by the Deferral Participant, as described in Paragraph 4(c)(ii) and in Revenue Ruling 80-244, 1980-2 C.B. 234.

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          (z) “Subsidiary” means, at any time, any corporation in which at the time the Company then owns or controls, directly or indirectly, not less than 50% of the total combined voting power represented by all classes of stock issued by such corporation.

     3. Shares Available Under Plan. Subject to adjustments as provided in Paragraph 8, (i) 8,000,000 is the maximum number of shares of Common Stock which may be issued or transferred and covered by all outstanding Awards under this Plan, of which number no more than 1,500,000 shares will be issued or transferred as Restricted Stock, (ii) 150,000 is the maximum number of shares of Restricted Stock which may be issued or transferred to any one Participant in any calendar year and (iii) 500,000 is the maximum number of shares of Common Stock which may be issued pursuant to or covered by Option Rights granted under this Plan to any one Participant during any calendar year; provided, however, that, in addition to the annual limit above, upon a Participant’s initial employment with the Company or any Subsidiary or a Participant’s promotion, 1,500,000 shares is the maximum number of shares of Common stock that may be issued pursuant to or covered by Option Rights granted under this Plan with respect to such Participant on account of such event. Such shares may be shares of original issue or reacquired shares, bought on the market or otherwise. Upon the exercise of an Option Right pursuant to which Stock Option Gain is deferred under Paragraph 9, the number of shares representing Stock Option Gain will be deemed to have been issued under this Plan for purposes of this Paragraph 3; and transfer of shares in respect of the settlement of a Deferral Account pursuant to Paragraph 9 shall not be deemed to be the transfer of additional shares under this Paragraph 3. Subject to the provisions of the preceding sentence, any shares of Common Stock which are subject to Option Rights or awarded or sold as Restricted Stock that are terminated, unexercised, forfeited or surrendered or which expire for any reason will again be available for issuance under this Plan, unless, with respect to Restricted Stock, the Participant has received benefits of ownership with respect to such shares, such as dividends, but not including voting rights. Notwithstanding the foregoing, the aggregate maximum number of shares of Common Stock that may be issued as Incentive Stock Options shall be 8,000,000.

     4. Option Rights. The Committee may from time to time authorize grants to any Participant of options to purchase shares of Common Stock upon such terms and conditions as it may determine in accordance with the following provisions:

          (a) Each grant will specify the number of shares of Common Stock to which it pertains.

          (b) Each grant will specify its Option Price, which may not be less than 100% of the Market Value per Share on the Date of Grant.

          (c) Each grant will specify that the Option Price will be payable (i) in cash by check acceptable to the Company, (ii) by either the transfer, or attestation of ownership by the Participant, to the Company of shares of Common Stock already owned by the optionee having an aggregate Market Value per Share at the date of exercise equal to the aggregate Option Price and which have been held by the Participant for more than six (6) months if such shares were acquired by the Participant either directly or indirectly from the Company (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes),

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(iii) from the proceeds of a sale through a broker of some or all of the shares to which such exercise relates, or (iv) by a combination of such methods of payment.

          (d) Each grant will specify the required period or periods of Continuous Service by the Participant with the Company and/or any Subsidiary and/or the Management Objectives (if any) to be achieved before the Option Rights or installments thereof will vest and become exercisable, and any grant may provide for the earlier vesting of the Option Rights in the event of a change in control or other corporate transaction or event or upon termination of the Participant’s Continuous Service due to death, Disability, or otherwise.

          (e) Each grant the vesting of which, or the timing of the vesting of which, is dependent, in whole or in part, on the achievement of Management Objectives may specify a minimum level of achievement in respect of the specified Management Objectives below which no Options Rights will vest and may set forth a formula or other method for determining the number of Option Rights that will vest if performance is at or above such minimum but short of full achievement of the Management Objectives.

          (f) Option Rights granted under this Plan may be (i) options which are intended to qualify as Incentive Stock Options, (ii) options which are not intended to so qualify (“Nonstatutory Stock Options”) or (iii) combinations of the foregoing.

          (g) Each grant shall specify the period during which the Option Right may be exercised, but no Option Right will be exercisable more than ten years from its Date of Grant. Each grant shall specify a maximum time period after termination of Continuous Service for the vested portion of the grant to remain exercisable. Such post-service exercise period need not be the same for all grants nor for all reasons for the cessation of the Participant’s Continuous Service. If a post-termination exercise period is not stated in the Option Right grant agreement, the Option Right, to the extent vested, will remain exercisable for three (3) months after the termination of the Participant’s Continuous Service with the Company, and the unvested portion of the Option Right, if any, will terminate upon termination of the Participant’s Continuous Service.

          (h) Each grant of Option Rights will be evidenced by an agreement executed on behalf of the Company by any officer, delivered to the Participant and containing such terms and provisions, consistent with this Plan, as the Committee may approve.

     5. Restricted Stock. The Committee may also from time to time authorize grants or sales to any Participant of Restricted Stock upon such terms and conditions as it may determine in accordance with the following provisions:

          (a) Each grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting and other ownership rights, but subject to the restrictions hereinafter referred to. Each grant or sale may limit the Participant’s dividend rights during the period in which the shares of Restricted Stock are subject to any such restrictions.

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          (b) Each grant or sale will specify the Management Objectives, if any, that are to be achieved in order for the ownership restrictions to lapse. Each grant or sale that is subject to the achievement of Management Objectives will specify a minimum acceptable level of achievement in respect of the specified Management Objectives below which the shares of Restricted Stock will be forfeited and may set forth a formula or other method for determining the number of shares of Restricted Stock with respect to which restrictions will lapse if performance is at or above such minimum but short of full achievement of the Management Objectives.

          (c) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.

          (d) Each such grant or sale may provide that the shares of Restricted Stock covered by such grant or sale will be subject, for a period to be determined by the Committee at the Date of Grant, to a share repurchase (if the Restricted Stock was purchased) or forfeiture (if the Restricted Stock was granted without any purchase price) in favor of the Company in the event the Participant’s Continuous Service terminates. Such share repurchase or forfeiture shall lapse in accordance with a vesting schedule determined by the Committee. In addition, any grant or sale may provide for earlier vesting in the event of a change in control or other corporate transaction or event or upon termination of the Participant’s Continuous Service due to death, Disability, or otherwise. The Board may grant or sell shares of Restricted Stock without any restrictions such as the repurchase or forfeiture rights provided for above as a bonus for the past services of the Participant.

          (e) Each such grant or sale will provide that during the vesting period, if any, the transferability of the unvested shares (the shares of the Restricted Stock which are subject to forfeiture or a right of repurchase by the Company) will be prohibited or restricted in a manner and to the extent prescribed by the Committee on the Date of Grant.

          (f) Each grant or sale of Restricted Stock will be evidenced by an agreement executed on behalf of the Company by any officer and delivered to and accepted by the Participant and containing such terms and provisions, consistent with this Plan, as the Committee may approve.

          (g) Unless otherwise approved by the Committee, certificates representing shares of Common Stock transferred pursuant to a grant of Restricted Stock will be held in escrow pursuant to an agreement satisfactory to the Committee until such time as the restrictions on transfer, if any, have expired or the shares have been forfeited.

     6. Director Awards. Awards of Option Rights and Restricted Stock to Non-Employee Directors may be made under the Plan pursuant to Paragraphs 4 and 5. In addition, automatic formula grants of Option Rights will be made in accordance with the provisions of this Section.

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          (a) Each Nonemployee Director who is elected or appointed to the Board for the first time after the effective date of this Plan shall automatically receive, on the date of his or her election or appointment, a Director Option for 10,000 shares of Common Stock.

          (b) On May 27, 2002 and on the date following each subsequent annual meeting of the stockholders of the Company in each year that this Plan is in effect (commencing with the 2003 annual meeting of stockholders), each Nonemployee Director who is in office on that day, other than a Nonemployee Director who is elected or appointed for the first time at such annual meeting and accordingly receives a Director Option on such day under Paragraph 6(a), shall automatically receive a Director Option of 10,000 shares of Common Stock.

          (c) Each Director Option will be subject to all of the limitations contained in the following provisions:

               (i) Each Director Option shall become exercisable (vested) on the first day that is more than six months following its Date of Grant.

               (ii) The Option Price of each Director Option shall be the Market Value per Share on its Date of Grant.

               (iii) Each Director Option that is vested may be exercised in full at one time or in part from time to time by giving written notice to the Company, stating the number of shares of Common Stock with respect to which the Director Option is being exercised, accompanied by payment in full of the Option Price for such shares, which payment may be (A) in cash by check acceptable to the Company, (B) by either the transfer, or attestation of ownership by the Participant, to the Company of shares of Common Stock already owned by the optionee having an aggregate Market Value per Share at the date of exercise equal to the aggregate Option Price and which have been held by the Participant for more than six (6) months if such shares were acquired by the Participant either directly or indirectly from the Company (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes), (C) from the proceeds of a sale through a broker of some or all of the shares to which such exercise relates or (D) by a combination of such methods of payment.

               (iv) Each Director Option shall expire ten years from its Date of Grant, but shall be subject to early termination as follows: to the extent unvested, each Director Option held by a Nonemployee Director shall terminate upon the date such Nonemployee Director ceases to be a director of the Company; to the extent vested and exercisable as of the date a Nonemployee Director ceases to be a director of the Company, each Director Option held by such Nonemployee Director must be exercised within three months of such date; provided that if such termination from the Board results from the Nonemployee Director’s death, disability or retirement from the Board, then the Director Options held by such Nonemployee Director must be exercised within three years from the date of such termination; provided further that if within such three month period the Nonemployee Director is appointed to serve on the Advisory Committee established by the Board of Directors of May 20, 1998, then the Director Options must be exercised within three months following the date on which he or she ceases to serve on such Advisory Committee; but provided further, however, that in no event shall the normal ten year expiration date of such Director Options be extended.

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               (v) In the event that the number of shares of Common Stock available for grants under this Plan is insufficient at any time to make all automatic grants of Director Options provided for in Paragraphs 6(a) and 6(b) at such time, then all Nonemployee Directors who are entitled to an automatic grant of Director Options at such time shall share ratably in the number of shares then available for grant under this Plan and shall have no right to receive a grant with respect to the deficiencies in the number of available shares.

     7. Transferability.

          (a) Except as provided in subparagraph (b) below, no Award that has not become payable, vested or earned will be transferable by a Participant other than by will or the laws of descent and distribution, and Option Rights will be exercisable during the Participant’s lifetime only by the Participant or by the Participant’s guardian or legal representative.

          (b) The Committee may, in its discretion, adopt rules or guidelines under which any Award previously granted or to be granted to a Participant (other than an Incentive Stock Option) may be transferred (in whole or in part) by the Participant to (i) a permitted transferee under a Registration Statement on Form S-8 or (ii) a Code Section 501(c)(3) organization. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable to the Award immediately prior to transfer; provided, however, that no transferred Award shall be exercisable or payable, as the case may be, unless arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations the Company may have with respect to the Award.

     8. Adjustments. The Board shall make or provide for such adjustments (i) in the limitations specified in Paragraph 3 including the maximum number of shares reserved for issuance under the Plan, the maximum number of shares which may be issued or transferred as Restricted Stock, the maximum number of shares which may be issued or transferred as Restricted Stock to any Participant, the maximum number of shares which may be granted as Option Rights to any Participant, and the aggregate number of shares of Common Stock which may be granted as Incentive Stock Options, (ii) in the numbers of shares of Common Stock covered by outstanding Option Rights granted hereunder, (iii) in the Option Price applicable to any such Option Rights, (iv) in the value of Deferral Accounts and the deemed investment thereof, and/or (v) in the kind of shares covered thereby (including shares of another issuer), as is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, merger, consolidation, reorganization, partial or complete liquidation, issuance of writs or warrants to purchase securities or any other corporation transaction or event having an effect similar to any of the foregoing.

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     9. Stock Option Gain Deferral.

          (a) Participation. Only Deferral Participants are eligible to make an election pursuant to this Paragraph 9.

          (b) Deferrals. A Deferral Participant may elect to defer Stock Option Gain pursuant to one or more Option Rights. All of the gain inherent in an Option Right must be deferred, although the Option Right may be exercised in parts.

               (i) Elections. Once an election form, properly completed, is received by the Committee, the election of the Deferral Participant shall be irrevocable; provided, however, that the Committee may, in its discretion, permit a Deferral Participant to elect a further deferral of amounts credited to his or her Deferral Account by filing a later election form; provided further, however, that, unless otherwise approved by the Committee, any election to defer further amounts credited to a Deferral Account must be made at least one (1) year prior to the date such amounts would otherwise be payable in the absence of such later election and shall be void in the event of a Deferral Participant’s earlier termination of employment.

               (ii) Date of Election. An election to defer Stock Option Gain shall be made at least six (6) months prior to the exercise of an Option Right. Accordingly, once a Deferral Participant has made such an election, the Deferral Participant may not exercise the Option Right covered by the election for at least six (6) months thereafter.

          (c) Deferral Accounts.

               (i) Establishment; Crediting of Amounts Deferred. A Deferral Account shall be established for each Deferral Participant, as directed by the Committee. The amount of Stock Option Gain deferred with respect each Deferral Account will be credited to such Deferral Account as of the date on which such amount would have been paid to the Deferral Participant but for the Deferral Participant’s election to defer receipt hereunder. Amounts credited to a Deferral Account shall be deemed invested in Common Stock, and the Deferral Account accordingly shall fluctuate in value in accordance with the Market Value per Share of Common Stock.

               (ii) Adjustments. Amounts credited to a Deferral Account shall be adjusted pursuant to the terms of Paragraph 8.

          (d) Settlement of Deferral Accounts.

               (i) Form of Payment. The Company shall settle a Deferral Participant’s Deferral Account, and discharge all of its obligations to pay deferred compensation under this Paragraph 9 with respect to such Deferral Account, by transferring to the Deferral Participant (or the Deferral Participant’s beneficiary or estate in the case of death) shares of Common Stock equal in number (both whole and fractional) to the deemed Common Stock investment of the Deferral Account.

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               (ii) Timing of Transfers. Transfers in settlement of a Deferral Account shall be made as soon as practicable after the date specified by the Deferral Participant in his or her election relating to such Deferral Account, or earlier in the event of termination of employment, in the following circumstances:

                    (1) A single lump sum transfer or installment transfers in settlement of any Deferral Account shall be made or commence, as the case may be, as promptly as practicable following the Deferral Participant’s attainment of age 55, 60, or 65, in accordance with the Deferral Participant’s election made pursuant to Paragraph 9(b); provided, however, that a single lump sum transfer shall be made in the event of the Deferral Participant’s termination of active employment, regardless of cause, prior to the transfer date specified in such election. Installment transfers shall be made in substantially equal amounts (i.e., substantially equal in terms of the number of shares of Common Stock transferred) over five (5), ten (10) or fifteen (15) years pursuant to the Deferral Participant’s election made pursuant to Paragraph 9(b).

                    (2) In the event of a change in control (as defined in the election form by which the Stock Option Gain is deferred), a single transfer in settlement of a Deferral Participant’s entire Deferral Account shall be made within fifteen (15) business days following the effective date such change in control.

                    (3) In the event of a Deferral Participant’s death prior to receiving all transfers to which he or she is entitled, the beneficiary of the Deferral Participant, as last designated in writing on a form provided by the Committee, or the Deferral Participant’s estate (in the absence of such a designation) shall receive the remaining transfers in accordance with the single lump sum or installment method of transfer specified in the Deferral Participant’s election made pursuant to Paragraph 9(b); provided, however, that such transfer shall be made or commence, as the case may be, within sixty (60) business days following the date of the Deferral Participant’s death and that a single lump sum transfer shall be made in all cases in which transfers to the Deferral Participant have not commenced prior to death.

               (iii) Financial Hardship Transfers. Other provisions of the Plan notwithstanding, if, upon the written application of a Participant, the Committee determines that the Deferral Participant has a financial hardship of such a substantial nature and beyond the individual’s control that settlement of amounts previously deferred under the Plan is warranted, the Committee may direct the settlement of all or a portion of the balance of a Deferral Account and the time and manner of such transfer. Financial hardship shall mean a severe financial hardship to the Deferral Participant resulting from a sudden and unexpected illness or accident of the Deferral Participant or his or her dependent, loss of the Deferral Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Deferral Participant.

          (e) Statements. The Committee will furnish statements to each Deferral Participant reflecting the amount credited to a Deferral Participant’s Account and transactions therein not less frequently than once each calendar year.

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          (f) Claims Procedure.

               (i) Application for Benefits and Inquiries. Any application or request for the settlement of a Deferral Account, inquiries about this Paragraph 9 or inquiries about present or future rights under this Paragraph 9 (a “Claim”) must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is the Committee and may be reached at the following:

Compensation/Human Resources Committee
America West Airlines, Inc.
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899

or such other address as the Committee may from time to time specify.

               (ii) Denial of Claims. If a Claim is denied in whole or in part, the Committee must provide the applicant with written or electronic notice of the denial of the application and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The written notice of denial will be set forth in a manner designed to be understood by the individual and will include the following:

                    (1) the specific reason or reasons for the denial;

                    (2) references to the specific Plan provisions upon which the denial is based;

                    (3) a description of any additional information or material that the Committee needs to complete the review and an explanation of why such information or material is necessary; and

                    (4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following a denial on review of the Claim, as described in Paragraph 9(f)(v) below.

               (iii) Timing of Written Notice. The written notice will be given to the applicant within 90 days after the Committee receives the application, unless special circumstances require an extension of time, in which case, the Committee shall have up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Committee is to render its decision on the application.

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               (iv) Request for a Review. Any person (or that person’s authorized representative) for whom a Claim is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Committee within 60 days after the application is denied. The Committee will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review. A request for a review shall be in writing and shall be addressed to the Committee at:

Compensation/Human Resources Committee
America West Airlines, Inc.
4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899

or such other address as the Committee may from time to time specify.

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Committee may require the applicant to submit) written comments, documents, records, and other information relating to his or her Claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her Claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the Claim, without regard to whether such information was submitted or considered in the initial benefit determination.

               (v) Decision on Review. The Committee will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days) for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Committee is to render its decision on the review. The Committee will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. If the Committee confirms denial of a Claim in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

                    (1) the specific reason or reasons for the denial;

                    (2) references to the specific Plan provisions upon which the denial is based;

                    (3) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her Claim; and

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                    (4) a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA.

               (vi) Rules and Procedures. The Committee will establish rules and procedures, consistent with the Plan, this Paragraph 9 and Title I of ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing Claims. The Committee may require an applicant who wishes to submit additional information in connection with an appeal from the denial of a Claim to do so at the applicant’s own expense.

               (vii) Exhaustion of Remedies. No legal action in respect of a Claim under this Paragraph 9 may be brought until the claimant (i) has submitted a written Claim in accordance with Paragraph 9(f)(i) above, (ii) has been notified by the Committee that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Paragraphs 9(f)(iv) above, and (iv) has been notified in writing that the Committee has denied the appeal. Notwithstanding the foregoing, if the Committee does not respond to an applicant’s Claim or appeal within the relevant time limits specified in this Paragraph 9(f), the applicant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

          (g) General Provisions.

               (i) Limits on Transfers. Other than by will or the laws of descent and distribution, no right, title or interest of any kind in a Deferral Account shall be transferable or assignable by a Deferral Participant or his or her Beneficiary, be subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, or be subject to the debts, contracts, liabilities or engagements, or torts of any Deferral Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable process or encumber or dispose of any interest in a Deferral Account shall be void.

               (ii) Receipt and Release. A transfer to any Deferral Participant or Beneficiary in accordance with the provisions of this Paragraph 9 shall, to the extent thereof, be in full satisfaction of all claims for the compensation or awards deferred pursuant to the Deferral Account to which the transfer relates against the Company or any Subsidiary, and the Committee may require such Deferral Participant or Beneficiary, as a condition to such transfer, to execute a receipt and release to such effect.

               (iii) Unfunded Status; Creation of Trusts. This Paragraph 9 is intended to constitute an “unfunded” plan for deferred compensation, and Deferral Participants shall rely solely on the unsecured promise of the Company for transfers hereunder with respect to any transfer not yet made to a Deferral Participant. Nothing contained in this Paragraph 9 shall give a Deferral Participant any rights that are greater than those of a general unsecured creditor of the Company; provided, however, that the Committee may authorize the creation of a trust or make other arrangements to meet the Company’s obligations under this Paragraph 9, which trust or other arrangements shall be consistent with the “unfunded” status of such deferred compensation plan unless the Committee otherwise determines with the consent of each affected Deferral Participant.

13.

               (iv) Compliance. A Deferral Participant shall have no right to receive any payment or transfer with respect to his or her Deferral Account until legal and contractual obligations of the Company relating to this Paragraph 9 and the making of such payment or transfer shall have been complied with in full. In addition, the Company shall impose such restrictions on Common Stock delivered to a Participant hereunder and any other interest constituting a security as it may deem advisable in order to comply with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchange or any other stock exchange or automated quotation system upon which the Common Stock is then listed or quoted, any state securities laws applicable to such a transfer, any provision of the Company’s Certificate of Incorporation or Bylaws, or any other law, regulation, or binding contract to which the Company is a party.

               (v) Other Participant Rights. No Deferral Participant shall have any of the rights or privileges of a stockholder of the Company under this Paragraph 9, including as a result of the deemed investment of a Deferral Account in Common Stock or the creation of any trust and deposit of Common Stock therein, except at such time as Common Stock may be actually delivered in settlement of a Deferral Account. Subject to the limitations set forth in Paragraph 9(g)(i) above, the terms and conditions of this Paragraph 9 shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

               (vi) Limitation. A Deferral Participant and his or her Beneficiary shall assume all risk in connection with any decrease in value of the Deferral Account, and neither the Company, any Subsidiary nor the Committee shall be liable or responsible therefor.

               (vii) Transfer from and Option Grants under the 1994 Incentive Equity Plan. All deferrals made under the Company’s 1994 Incentive Equity Plan (the “1994 Plan”) will be transferred from such Plan to this Plan, to be administered pursuant to the terms of this Plan and this Paragraph 9. Moreover, any deferral of Stock Option Gain with respect to Option Rights granted under the 1994 Plan shall be made under the provisions of this Plan, and the provisions for the deferral of Stock Option Gain under the 1994 Plan shall cease to be effective as of the Effective Date.

     10. Eligibility for Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that a Consultant will not be eligible for an Award to the extent that, at the time of grant, a Form S-8 Registration Statement is not available to register either the offer or the sale of the Company’s securities to the Consultant. The Board may provide for formula equity grants to Directors in the future by amending the Plan without stockholder approval.

     11. Fractional Shares. Except as otherwise provided in Paragraph 9(d)(i) above, the Company will not be required to issue any fractional share of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or the settlement of fractions in cash.

     12. Use of Proceeds. Proceeds from the sale of Common Stock pursuant to Awards shall constitute general funds of the Company.

14.

     13. Withholding of Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any grant or payment made to a Participant or any other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such grant or payment that the Participant or such other person make arrangements satisfactory to the Company for the payment of the balance of such taxes required or requested to be withheld, which arrangements in the discretion the Committee may include relinquishment of a portion of such Award or payment. With respect to any Participant who is subject to Rule 16b-3 at the time withholding is required with respect to an Award payable in Common Stock, the Participant may direct the Company to withhold a number of shares of Common Stock having an aggregate Market Value per Share equal to the amount of taxes required to be withheld by the Company. To the extent that the Company withholds a number of shares of Common Stock from an Award or a Participant relinquishes a portion of an Award to fulfill the Participant’s withholding obligation, the Company will not withhold shares or allow for the relinquishment of shares whose value exceeds the minimum amount of tax required to be withheld by law (or such lesser amount as may be required to avoid a charge to earnings for financial accounting purposes).

     14. Administration of the Plan.

          (a) This Plan will be administered by the Board or, as delegated by the Board, a Committee. The Committee shall at all times consist of not less than two Directors appointed by the Board, each of whom will be a “non-employee director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m) of the Code. A majority of the Committee will constitute a quorum, and the action of the members the Committee present at any meeting at which a quorum is present, or acts unanimously approved writing, will be the acts of the Committee.

          (b) The Board and as delegated, the Committee, shall have the power, subject to and within the limitations of, the express provisions of the Plan:

               (i) To determine from time to time which of the persons eligible under the Plan shall be granted Awards; when and how each Award shall be granted; what type or combination of types of Awards shall be granted; the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to an Award; and the number of shares of Common Stock with respect to which an Award shall be granted to each such person.

               (ii) To construe and interpret the Plan and Awards, and to establish, amend and revoke rules and regulations for its administration. In the exercise of this power, the Board or the Committee may correct any defect, omission or inconsistency in the Plan or in any Award agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

               (iii) To amend the Plan or an Award as provided in Paragraph 15.

               (iv) To terminate or suspend the Plan as provided in Paragraph 20.

15.

               (v) Generally, to exercise such powers and to perform such acts as the Board or the Committee deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan

          (c) The interpretation and construction by the Board or the Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of an Award and any determination by the Board or the Committee pursuant to any provision of this Plan or of any such agreement, notification or documentation will be final and conclusive with respect to all persons. No member of the Board or the Committee will be liable for any such action or determination made in good faith or in the absence of gross negligence or willful misconduct on the part of such member.

     15. Amendments.

          (a) This Plan may be amended from time to time by the Board. The Board, in its sole discretion, may submit any amendment to the Plan for stockholder approval.

          (b) The Committee, in its sole discretion, may take any action it deems to be equitable under the circumstances or in the best interests of the Company with respect to any Award, unless such Award is intended to qualify as “performance based” compensation under Section 162(m) of the Code and such action would cause the Award to fail to so qualify.

          (c) Outstanding Awards may not be amended (either directly or through an amendment to the Plan) in such a manner that would impair the rights under such Award unless the Company receives the written consent of the Participant.

     16. No Employment or other Service Rights. Neither this Plan nor the Awards hereunder will confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

     17. Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any rights of a holder with respect to any shares of Common Stock subject to an Award (except for Restricted Stock) unless and until such Participant has satisfied all requirements for the exercise of and has exercised the Award pursuant to its terms.

     18. Effective Date of the Plan. The Plan shall become effective as determined by the Board, but no Award shall be exercised (or in the case of a Stock Bonus or Restricted Stock, shall be granted) unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

     19. Choice of Law. The laws of the state of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

16.

     20. Term. This Plan became effective as of the Effective Date. Unless sooner terminated by the Board or the Committee, this Plan shall terminate on March 26, 2012, and no further Awards shall be made, but all outstanding Awards and Deferral Accounts on such date shall remain effective in accordance with their terms and the terms of this Plan

     21. Performance-Based Awards. The Committee may authorize the payment of cash awards to Employees under a plan or arrangement approved by the Committee that is based on the Management Objectives in a manner that satisfies the requirements of Section 162(m) of the Code for qualified performance-based compensation. The maximum amount of any cash award to an Employee under any such plan or arrangement in any one calendar year is $2,500,000. Notwithstanding anything else contained herein to the contrary, to the extent required to qualify any cash award as qualified performance-based compensation under Section 162(m) of the Code, the Committee shall not be entitled to exercise any discretion otherwise authorized under the Plan or any such plan or arrangement to accelerate the vesting of such award or to pay out such award regardless of the achievement of the Management Objectives if the ability to exercise such discretion would cause such award to fail to qualify as qualified performance-based compensation.

     This America West 2002 Incentive Equity Plan is hereby executed by a duly authorized officer of America West Holdings Corporation.

America West Holdings Corporation
By:
Its:	Chairman, President and Chief Executive Officer

17.

EX-10.3

Exhibit 10.3

EMBRAER 190

AMENDED AND RESTATED PURCHASE AGREEMENT DCT-021/03

between

EMBRAER — EMPRESA BRASILEIRA

DE AERONÁUTICA S.A.

and

US AIRWAYS GROUP, INC.

Amended and Restated Purchase Agreement DCT-021/03

INDEX

ARTICLE	PAGE
1. DEFINITIONS		4
2. SUBJECT		7
3. PRICE		7
4. PAYMENT		7
5. DELIVERY		8
6. CERTIFICATION		9
7. ACCEPTANCE AND TRANSFER OF OWNERSHIP		9
8. STORAGE CHARGE		10
9. DELAYS IN DELIVERY		11
10. INSPECTION AND QUALITY CONTROL		13
11. CHANGES		13
12. WARRANTY		14
13. PRODUCT SUPPORT PACKAGE		14
14. ASSIGNMENT		14
15. RESTRICTIONS AND PATENT INDEMNITY		15
16. MARKETING PROMOTIONAL RIGHTS		15
17. TAXES		15
18. APPLICABLE LAW		16
19. JURISDICTION		16
20. TERMINATION		16
21. PURCHASE OF OPTION AIRCRAFT		17
22. INDEMNITY		18
23. NOTICES		18
24. CONFIDENTIALITY		19
25. SEVERABILITY		19
26. NON-WAIVER		20
27. INTEGRATED AGREEMENT		20
28. NEGOTIATED AGREEMENT		20
29. COUNTERPARTS		20
30. ENTIRE AGREEMENT		20

ATTACHMENTS

“A”	**
“B”	**
“C”	**
“D”	**
“E”	**

** Confidential Treatment Requested.

Amended and Restated Purchase Agreement DCT-021/03

AMENDED AND RESTATED PURCHASE AGREEMENT DCT — 021/03

WHEREAS, on May 9, 2003 Embraer-Empresa Brasileira de Aeronautica S.A. (“Embraer”) and US Airways Group Inc. (“Buyer”) entered into Purchase Agreement DCT-021/03 (“Purchase Agreement DCT-021/03”);

WHEREAS, Buyer and its various affiliates commenced bankruptcy cases in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (“Bankruptcy Court”) on September 12, 2004 in the matter entitled In re US Airways, et al., Case No. 04-13819;

WHEREAS, on September 16, 2005 the Bankruptcy Court entered an order (“Confirmation Order”) confirming a Joint Plan of Reorganization of the Buyer (“Plan”) which had an effective date of September 27, 2005;

WHEREAS, pursuant to the Plan the Buyer was authorized to place the Purchase Agreement DCT-021/03 on a post effective date determination schedule;

WHEREAS, on February 16, 2006 the Bankruptcy Court approved a Settlement and Assumption Term Sheet dated February 9, 2006 (“Term Sheet”) between the Buyer and Embraer, which among other things required the Parties to amend and restate the Purchase Agreement DCT-021/03; and

WHEREAS, the Parties desire to amend and restate Purchase Agreement DCT-021/03 to comply with the Term Sheet as approved by the Bankruptcy Court on February 16, 2006;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Parties hereto agree as follows this                      day of June 2006;

RESTATEMENT:

Purchase Agreement DCT-021/03 is hereby fully and completely amended and restated in its entirety pursuant to the terms hereof and shall be without any further force or effect, and the Parties’ agreement in regard to the subject matter hereof shall be solely contained in this Agreement.

THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN AUTHORIZED OFFICER OF US AIRWAYS GROUP, INC. AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER — EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

Amended and Restated Purchase Agreement DCT-021/03 Page 3 of 21

1.	DEFINITIONS
	For the purpose of this Agreement, the following definitions are hereby adopted by the Parties and, unless otherwise expressly provided, the singular includes the plural, the masculine includes the feminine and neutral genders:

1.1 “Actual Delivery Date”	shall mean, with respect to each Aircraft, the date on which Buyer obtains title to that Aircraft in accordance with Article 7 hereof.
1.2 “Additional Aircraft”	shall be the thirty-two (32) EMBRAER 190 Aircraft with deliveries scheduled to occur pursuant to Article 1.2 of Attachment E.
1.3 “ADs”	shall mean Airworthiness Directives issued by either the CTA or the Air Authority, in connection with and with respect to any Aircraft.
1.4 “Agreement” or “Purchase Agreement”	shall mean this Amended and Restated Purchase Agreement DCT-021/03, as amended, supplemented or otherwise modified in accordance with Article 30 and includes all attachments and schedules hereto.
1.5 “Air Authority”	shall mean the Federal Aviation Administration (“FAA”) in the United States or such other office of the United States that shall succeed to its functions.
1.6 “Aircraft Basic Price”	shall mean the unit Aircraft price, as defined in Article 3.1.
1.7 “Aircraft Purchase Price”	shall mean the Aircraft price, effective on the relevant Aircraft Contractual Delivery Month, resulting from the application of the relevant Escalation Formula to the Aircraft Basic Price as set forth in Article 3.3.
1.8 “Aircraft”	shall mean each of the EMBRAER 190 Aircraft and, where there is more than one of such Aircraft, each of them. Aircraft shall include Initial Aircraft, Additional Aircraft and Option Aircraft unless the context requires otherwise.
1.9 “Business Day(s)”	shall mean a day on which banks are open for business in São José dos Campos, São Paulo, Rio de Janeiro, New York, New York, USA, and Phoenix, Arizona, USA.

Amended and Restated Purchase Agreement DCT-021/03 Page 4 of 21

1.10 “Buyer”	shall mean US Airways Group, Inc., a company with its corporate address at 4000 East Sky Harbor Boulevard, Phoenix, AZ, 85034, United States of America or any assignee that is assigned the right to purchase an Aircraft prior to its delivery in accordance with Article 14 hereof.
1.11 “Contractual Delivery Month”	shall mean the delivery month referred to in Attachment E to this Agreement.
1.12 “CTA”	shall mean the Aerospace Technical Center of the Brazilian Ministry of Aeronautics, or such other office of Brazil that shall succeed to its functions.
1.13 “Day(s)”	shall mean natural calendar day(s).
1.14 “EMBRAER 190 Aircraft”	shall mean each of the ERJ 190-100 IGW model aircraft manufactured by Embraer according ** (which, although not attached hereto, is incorporated herein by reference) and the Aircraft Specific Configuration, Finishing and Registration Marks described in Attachment “A”, for sale to Buyer pursuant to this Agreement, equipped with two GE CF34-10E6 model engines manufactured by General Electric Company (or, where there is more than one of such aircraft, each of such aircraft).
1.15 “Embraer”	shall mean Embraer – Empresa Brasileira de Aeronáutica S.A., a Brazilian corporation with its principal place of business at Av. Brigadeiro Faria Lima, 2170 — Putim, São José dos Campos, São Paulo, Brazil.
1.16 “Escalation Formula”	shall mean the escalation formula contained in Attachment “D” for the Aircraft.
1.17 “FAR”	shall mean the Federal Aviation Regulations of the Air Authority.
1.18 “ Initial Aircraft”	shall be the twenty-five (25) EMBRAER 190 Aircraft with deliveries scheduled to occur pursuant to Article 1.1 of Attachment E.
1.19 “Initial Deposit”	shall mean the initial ** deposit referred to in Article 4.1.1 hereof.
1.20 Letter Agreement DCT-022/03”	shall mean the Amended and Restated Letter Agreement DCT-022/03 dated as of the date hereof.

** Confidential Treatment Requested.

Amended and Restated Purchase Agreement DCT-021/03 Page 5 of 21

1.21 “LIBOR”	shall mean the offered rate for deposits in US dollars, which appears on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day that is two (2) Business Days before the first day of a period, as applied on a pro rata basis based on a year of 360 days.
1.22 “Major Changes”	shall mean the changes to the design of the Aircraft, as defined in Article 11.2.2 hereof.
1.23 “Mandatory Service Bulletins”	shall mean service bulletins applicable to the Aircraft that are issued by Embraer to implement the ADs referred to under Article 11.4 herein.
1.24 “Minor Changes”	shall mean the changes to the design of the Aircraft defined as per the terms and conditions of Article 11.2.1 hereof.
1.25 “Option Aircraft Basic Price”	shall mean the unit price of the Option Aircraft, as per the terms and conditions of Article 21.3 hereof.
1.26 “Option Aircraft Contractual Delivery Month”	shall mean the delivery schedule of the Option Aircraft referred to in Attachment E to this Agreement.
1.27 “Option Aircraft Initial Deposit”	shall mean the initial deposit referred to under Article 21.7.
1.28 “Option Aircraft Purchase Price”	shall mean the escalated price of the Option Aircraft, as per the terms and conditions of Article 21.4 hereunder.
1.29 “Option Aircraft”	shall be the EMBRAER 190 Aircraft that Buyer shall have the option to purchase as per the terms of Article 21 hereof.
1.30 “Parties”	shall mean Embraer and Buyer.
1.31 “Product Support Package”	shall mean the products and Services to be provided by Embraer as per Article 13 herein.
1.32 “Scheduled Delivery Date”	shall have the meaning provided in Section 7.1.
1.33 “Scheduled Inspection Date”	shall have the meaning provided in Section 7.1.
1.34 “Services”	shall mean the familiarization and on-site support for the Aircraft, part of the Product Support Package, as specified in Attachment “B”.

Amended and Restated Purchase Agreement DCT-021/03 Page 6 of 21

1.35 “Technical Publications”	shall mean the technical documentation pertaining and related to the Aircraft as listed in Exhibit 1 to Attachment “B”.
1.36 “USD” or “US$”	shall mean the legal currency of the United States of America.
1.37 “Working Day(s)”	shall mean a day, other than Saturday, Sunday or holiday, on which Embraer in São José dos Campos, SP, Brazil is open for business.

2.	SUBJECT
	Subject to the terms and conditions of this Agreement including but not limited to Attachment E hereto:
2.1	Embraer shall sell and deliver and Buyer shall purchase and take delivery of twenty-five (25) Initial Aircraft and thirty-two (32) Additional Aircraft;
2.2	Embraer shall provide to Buyer the Services and the Technical Publications;
2.3	Buyer shall have the option to purchase up to fifty (50) Option Aircraft, in accordance with Article 21 hereof.
3.	PRICE
3.1	Buyer agrees to pay Embraer, in United States dollars, the following unit Aircraft Basic Price **.

EMBRAER 190 Initial Aircraft	US$**
EMBRAER 190 Additional Aircraft	US$**

3.2	The Services and Technical Publications are to be ** . Additional technical publications as well as other services shall be billed to Buyer in accordance with Embraer’s rates prevailing at the time Buyer places a purchase order for such additional technical publications or other services.
3.3	The Aircraft Basic Price shall be escalated according to the Escalation Formula. Such price as escalated shall be the Aircraft Purchase Price and it will be provided to Buyer ** to the first day of each Aircraft Contractual Delivery Month.
4.	PAYMENT
4.1	The prices specified in the previous Article shall be paid by Buyer by wire transfer in immediately available United States dollars funds, to a bank account to be timely informed by Embraer to Buyer, as follows:

4.1.1 **.

** Confidential Treatment Requested.

Amended and Restated Purchase Agreement DCT-021/03 Page 7 of 21

4.1.2 ** .

4.1.3 ** .

4.1.4 Intentionally left in blank.

4.1.5 ** .

4.2	Late Payments:
	Interest will accrue at the rate of ** on any amount not paid to Embraer as set forth in Articles 4.1.1 through 4.1.4, of this Article from the date ** days after the date on which such payments should have been made as therein set forth, until the actual receipt by Embraer of such amounts. For the payments referred to under Article 4.1.5 hereof, interest shall be calculated as per Article 7.8 hereunder. Without prejudice to Embraer’s rights set forth in Article 4.3 below, interest accrued will be invoiced by Embraer on a monthly basis, beginning one month after date on which payments should have been made, and payment thereof shall be made by Buyer in accordance with the instructions contained therein.
4.3	Termination for failure to make payments:
	Without prejudice to the payment of interest on late payments set forth above, should Buyer fail to make any payment on or before the due date, Embraer shall have the right, at its sole discretion, to either (i) postpone, at its sole criteria, the relevant Aircraft Contractual Delivery Month; or (ii) terminate this Agreement in relation to the affected Aircraft in accordance with Article 20.3 hereinafter, if such failure shall not have been cured within ** Days after the date on which Embraer has issued a written notice to Buyer of such failure.
4.4	Net payments:

4.4.1 All payments to be made by Buyer under this Agreement shall be made without set-off or withholding whatsoever. If Buyer is obliged by law to make any deduction or withholding from any such payment, the amount due from Buyer in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Embraer receives a net amount equal to the amount Embraer would have received had no such deduction or withholding been required to be made.

4.5	Payment Date
	Unless otherwise agreed by the Parties in writing, payment of the amounts referred in Articles 4.1.2, 4.1.3, and 4.1.4 shall be made by Buyer on or before the last Business Day prior to the ** Day of the month in which each of such payments is due.
5.	DELIVERY

** Confidential Treatment Requested.

Amended and Restated Purchase Agreement DCT-021/03 Page 8 of 21

	Subject to payment in accordance with Article 4 hereof and the provisions of Articles 7 and 9 hereof, the Aircraft shall be offered by Embraer to Buyer, by means of a written notice, for inspection, acceptance and subsequent delivery in ** , according to schedules provided on Attachment E hereto.
6.	CERTIFICATION
6.1	The EMBRAER 190 Aircraft is type certified according to FAR Part 25 amendments 25-1 through 25-117, except section 25.981(c) of Amendment 25-102, Amendment 25-106, Section 25.735(h) of Amendment 25-107, Amendment 111, Amendment 115 and Amendment 116. On the Scheduled Delivery Date, Embraer will provide evidence reasonably acceptable to Buyer that each Aircraft is in compliance with these requirements, as well as the operational requirements of FAR Part 121 (Subparts J and K), except for the items that are under Buyer/operator’s regulatory responsibility pursuant to the FARs and are not otherwise required to be provided by Embraer under this Agreement.
6.2	** .
6.3	** .
7.	ACCEPTANCE AND TRANSFER OF OWNERSHIP
7.1	Unless Buyer is notified otherwise and subject to this Agreement, the Aircraft shall be delivered in accordance with the provisions and schedules specified in Article 5 herein. Embraer shall give Buyer advance notice of the delivery of each Aircraft as follows: (a) ** .
7.2	On the Scheduled Inspection Date, Buyer shall promptly start inspecting the relevant Aircraft and Embraer shall provide complete Aircraft delivery documentation for Buyer’s inspection. **. Buyer shall be allowed a reasonable period of time but in no event greater than ** Working Days ** to inspect and conduct an acceptance flight of each Aircraft prior to its delivery. The fuel and insurance for the Aircraft’s acceptance flight(s) and ground inspections will be provided by Embraer in accordance with Embraer insurance policy.
7.3	If Buyer finds an Aircraft acceptable it shall execute a certificate of acceptance of the Aircraft and shall promptly make the due payments, if any, according to Article 4 hereof and accept delivery of such Aircraft, whereupon the necessary title and risk transfer documents shall be executed in order to effect title transfer. ** .
7.4	Buyer may decline to accept an Aircraft which does not materially comply with the specification set forth in the relevant Attachment “A” or is not in an airworthy condition. For the purposes of this Article 7, an Aircraft shall be deemed not to be materially compliant when one or more of the Aircraft characteristics identified in Article 11.2.1 (i) through (viii) are adversely affected by such non-compliance vis-à-vis the specification set forth in the relevant Attachment A **.

** Confidential Treatment Requested.

Amended and Restated Purchase Agreement DCT-021/03 Page 9 of 21

7.5	If Buyer declines to accept an Aircraft, Buyer shall immediately give Embraer written notice of all specific reasons for such refusal and Embraer shall have ** Working Days, commencing on the first Day after receipt of such notice, to take all necessary actions in order to resubmit the Aircraft to Buyer for re-inspection.
7.6	Buyer shall be allowed ** additional Working Days to re-inspect the Aircraft, starting immediately upon receipt of notice from Embraer that all necessary actions were taken. The period required for inspection as well as the one mentioned in item 7.5 above shall not be considered as part of the grace period provided for in item 9.2.1 hereof. In the event Buyer declines to accept an Aircraft after this procedure is repeated **, the Parties shall convene immediately following final refusal to accept the Aircraft in order to negotiate possible solutions. If within ** Days counted from the date in which Embraer receives notice of such final refusal to accept the Aircraft, Embraer and Buyer fail to reach an agreement, then either Party may terminate this Agreement with respect to the affected Aircraft without liability to either Party, ** .
7.7	Should Buyer fail (other than pursuant to Article 7.4 or 7.6) to perform the acceptance and transfer of title to the Aircraft within the periods provided for and in accordance with this Article 7, Embraer shall be entitled, at its reasonable discretion, to either re-negotiate the terms of this Agreement with Buyer or terminate this Agreement with regard to the affected Aircraft pursuant to Article 20.3. Embraer’s rights to re-negotiate or terminate this Agreement shall only become effective if such default of Buyer has not been cured within ** Days counted from the Scheduled Inspection Date.
7.8	Notwithstanding the provisions of Article 7.7 above and in addition to Embraer’s rights pursuant to Article 20.3 should Buyer fail (other than pursuant to Article 7.4 or 7.6) to perform the acceptance and transfer of title to the Aircraft within the time period specified in Articles 7.2, 7.3, 7.5 and 7.6 above, as applicable, interest will accrue at the rate of ** per month over the unpaid balance of the relevant Aircraft Purchase Price, prorated from the date on which Buyer should have completed the inspection or re-inspection of the Aircraft, as the case may be, until the date in which transfer of title occurs or until the date Embraer terminates this Agreement pursuant to Article 7.7 above, whichever occurs first. Without prejudice to Embraer’s rights set forth in Article 7.7 above, interest accrued will be invoiced by Embraer on a monthly basis, beginning one month after the date on which the Aircraft acceptance or transfer of title should have been performed, and payment thereof shall be made by Buyer in accordance with the instructions contained therein.
7.9	** .
8.	STORAGE CHARGE
8.1	A storage charge equal to USD ** per Day shall be charged by Embraer to Buyer commencing on:

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8.1.1	Buyer’s failure to be present to perform inspection or re-inspection of an Aircraft, per the date or time period specified in writing by Embraer, according to Articles 5 and/or 7 hereof, as applicable.
8.1.2	Buyer’s acceptance of an Aircraft when Buyer defaults in the fulfillment of any payment due and in taking title to such Aircraft immediately thereafter.
8.1.3	Buyer’s failure to remove an Aircraft from Embraer’s facilities within ** days after title transfer has occurred.

8.2	If however, Buyer notifies Embraer in writing ** Days in advance of its expected delay in the performance of its obligations set forth in Articles 8.1.1, 8.1.2 and 8.1.3 above, the storage charge shall commence on the ** Day after the occurrence of the events set forth in Articles 8.1.1, 8.1.2 or 8.1.3 above, as applicable.
8.3	In the event that an Aircraft Contractual Delivery Month, Scheduled Inspection Date or Scheduled Delivery Date must be extended by Embraer from that which is designated in Articles 5 and 7 hereof, due to Buyer’s failure to perform any action or provide any information contemplated by this Agreement other than the ones specified in the preceding paragraphs, the storage charge shall commence on the ** Day after the Contractual Delivery Month, Scheduled Inspection Date or Scheduled Delivery Date relative to such Aircraft, as applicable.
8.4	Buyer shall pay the storage charge as set forth in Articles 8.1. or 8.3. hereinbefore, as applicable, in United States dollars, per each month of delay or prorated for part thereof, within ** Business Days after the presentation of each invoice by Embraer.
9.	DELAYS IN DELIVERY
9.1	Excusable Delays:

9.1.1

Embraer shall not be held liable or be found in default for any delays in the delivery of an Aircraft or in the performance of any act to be performed by Embraer under this Agreement, resulting from, but not restricted to, the following events or occurrences (hereinafter referred to as “Excusable Delays”): (a) force majeure (including, but not limited to, war or state of war, civil war, insurrection, fire, accident, explosion, flood, act of government, requisition, strike, labor disputes causing cessation or interruption of work, including but not limited to walkouts, sick-outs, protests or slowdowns), (b) any delay resulting from any failure by Buyer to perform any action or provide any information contemplated by this Agreement or (c) delays resulting from any other cause to the extent it is reasonably beyond Embraer’s control ** .

9.1.2

Within a reasonable period of time (not to exceed ** Days) after the occurrence of any of the above mentioned events which constitute causes of Excusable Delays in delivery of an Aircraft or in the performance of any act to be performed by Embraer under this Agreement, Embraer shall send a written notice to Buyer including a description of details involved and an estimate of

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	the effects expected upon the timing of the performance of its contractual obligations.
9.1.3	Any such delays shall ** . Embraer undertakes to use all commercially reasonable efforts whenever possible to avoid or remove any such cause of delay and to minimize its effect on the Scheduled Delivery Date of an Aircraft. ** .
9.1.4	If the cause of such Excusable Delay is such as to last longer than ** Days or to render the performance of this Agreement impossible, then the Parties shall within ** Days following the last Day of Excusable Delay as provided for herein, re-negotiate the terms of this Agreement accordingly; failing which, either Party shall have the right to terminate this Agreement ** .

9.2 Non-Excusable Delays:

9.2.1 If an Aircraft is not made available for inspection for more than ** Business Days after Scheduled Inspection Date without an Excusable Delay, Buyer will be entitled to claim from Embraer liquidated damages equal to **, for each Day of delay in excess of the above mentioned ** Business Days, up to the date that the Aircraft is available for inspection and acceptance by, and subsequent delivery as per Article 7 hereof, ** .

9.2.2 Upon the occurrence of any event which constitutes causes of non Excusable Delays in delivery of an Aircraft, Embraer shall send a written notice to Buyer, within a reasonable period of time (not to exceed ** Days), including a description of details involved and an estimate of the effects expected upon the delivery of the Aircraft. ** .

9.2.3 It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does not receive a claim for liquidated damages as mentioned in Article 9.2.1 above, from Buyer, within ** Days after the Actual Delivery Date of such Aircraft, Buyer shall be deemed to have fully waived its right to such liquidated damages.

9.3

Delay Due to Loss or Structural Damage of the Aircraft:

Should any Aircraft be destroyed or suffer structural damage before acceptance to the extent that it becomes commercially useless, Buyer may, **, either take a replacement Aircraft at a later delivery date to be agreed by the Parties, or terminate this Agreement with respect to such Aircraft by notice to Embraer given in accordance with Article 23 hereof, without any liability to either Party. If this Agreement is terminated by either Party with respect to such Aircraft, such termination shall discharge the Parties from all obligations and liabilities of the Parties hereunder with respect to such Aircraft and Services, except that Embraer shall return to Buyer any moneys paid by Buyer towards the purchase of such Aircraft, **.

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10. INSPECTION AND QUALITY CONTROL

10.1 In order to effect inspection and acceptance of the Aircraft as set forth in Article 7 hereinbefore, Buyer shall send one or more authorized representatives to Embraer’s facilities in order to verify that the Aircraft was manufactured in accordance with the procedures specified in this Agreement and according to all applicable quality control standards.

10.2 Buyer shall communicate to Embraer the names of its authorized representatives, by means of written notice, at least ** Days prior to the Scheduled Inspection Date for each Aircraft.

10.3 Such representatives, or other representatives indicated by Buyer, shall be authorized and duly empowered to sign the acceptance and transfer of title and risk documents and accept delivery of the Aircraft pursuant to Article 7 hereof.

10.4 To facilitate Buyer’s inspection and acceptance of the Aircraft in accordance with this Agreement, Embraer shall provide, free of charge, communication facilities (telephone and facsimile) for Buyer’s authorized representatives, ** .

10.5 Buyer’s authorized representatives shall observe Embraer’s administrative rules and instructions while at Embraer’s facilities.

10.6	Buyer’s authorized representative shall be allowed exclusively in those areas related to the subject matter hereof and Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect to such representatives, for whom Buyer is solely and fully responsible under all circumstances and in any ** .
11.	CHANGES

11.1 Each Aircraft will comply with the standards defined in the relevant Attachment “A” hereto and shall incorporate all modifications which are classified as ADs by CTA or the Air Authority as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance with this Article.

11.2 The Parties hereby agree that changes can be made by Embraer in the design of the Aircraft, the definition of which and its respective classification shall be in compliance to the Aircraft type specification, as follows:

11.2.1 Minor Changes: defined as those modifications which shall not adversely affect the Aircraft in any of the following characteristics:

(i)	** ;
(ii)	** ;
(iii)	** ;
(iv)	** ;
(v)	** ;

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(vi)	** ;
(vii)	** ;
(viii)	** .

11.2.2 Major Changes: defined as those modifications which affect at least one of the topics mentioned in Article 11.2.1.

11.3	** .
11.4	Embraer shall notify Buyer of those Major Changes that are classified as ADs by means of service bulletins approved by the Air Authority and/or CTA, as appropriate. Service bulletins that implement such ADs shall be referred to as Mandatory Service Bulletins. Embraer shall incorporate Mandatory Service Bulletins as follows:

11.4.1	Compliance required before Schedule Delivery Date: ** .
11.4.2	Compliance required after Scheduled Delivery Date: ** .

11.5	Major Changes (other than those which are ADs issued per Article 11.4); ** .
11.6	Any Major Change to the Aircraft, made in accordance with the foregoing paragraphs which affect the provisions of the relevant Attachment “A” hereto, shall be incorporated in said Attachment by means of an amendment.
11.7	Except as far as it relates to ADs issued per Article 11.4 by CTA or the Air Authority and Minor Changes, the Aircraft shall, on the Scheduled Inspection Date, comply with the terms and conditions of Attachment “A” as from time to time amended pursuant to Article 11.6 above. Determination of such compliance shall be made by Buyer pursuant to Article 7.
12.	WARRANTY
	The materials and workmanship relative to the Aircraft subject to this Agreement, will be warranted in accordance with the terms and conditions specified in Attachment “C” hereto. If Buyer intends ** to assign the rights and obligations as specified in Article 14 hereof, it is Buyer’s responsibility to obtain Embraer’s prior written consent, which consent shall not be unreasonably withheld ** .
13.	PRODUCT SUPPORT PACKAGE
	Embraer shall supply to Buyer the Product Support Package described in Article 2 of Attachment “B” hereto, which includes Embraer’s spare parts policy, the Technical Publications and the Services.
14.	ASSIGNMENT

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14.1	** . In connection with any other sale or financing of the Aircraft, Buyer may ** by providing notice to Embraer.
14.2	** .
14.3	** .
14.4	** .
14.5	** .
14.6	Except as provided in this Article 14, either Party’s rights and obligations under this Agreement may not be assigned without the other Party’s prior written consent.
15.	RESTRICTIONS AND PATENT INDEMNITY
	This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Subject to Buyer’s duty to immediately advise Embraer of any alleged copyright or patent infringement, Embraer shall indemnify and hold Buyer harmless with respect to any claims made against Buyer if the Aircraft infringes copyright, patents or the proprietary rights of others.
16.	MARKETING PROMOTIONAL RIGHTS
	Embraer shall have the right to show for marketing purposes, free of any charge, the image of Buyer’s Aircraft, painted with Buyer’s colors and emblems, affixed in photographs, drawings, films, slides, audiovisual works, models or any other medium of expression (pictorial, graphic, and sculptural works), through its standard printed promotional material. ** .
17.	TAXES
	Embraer shall pay all taxes, impost, fees, withholding taxes, stamp taxes, documentary taxes and any other similar or dissimilar taxes, arising from the sale subject of this Agreement, as may be imposed on such sale under Brazilian laws. All other taxes, impost, fees, withholding taxes, stamp taxes, documentary taxes and any other similar or dissimilar taxes (other than taxes based on or measured by Embraer’s net income), as well as any duties as may be imposed on the sale subject of this Agreement, shall be borne by Buyer.
	**.
	**.

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18.	APPLICABLE LAW
	This Purchase Agreement shall in all respects be governed by the laws of the State of New York, including all matters of construction, validity and performance, without giving effect to principles of conflicts of laws other than section 5-1401 of the New York General Obligations law. This Purchase Agreement is being delivered in the State of New York.
19.	SUBMISSION TO JURISDICTION
	Each party hereto hereby irrevocably agrees, accepts and submits to, for itself and in respect of any of its property, generally and unconditionally, the non-exclusive jurisdiction of the courts of the State of New York in the City and County of New York and of the United States for the Southern District of New York, in connection with any legal action, suit or proceeding with respect to any matter relating to or arising out of or in connection with this Purchase Agreement or any other operative agreement and fully waives any objection to the venue of such courts. Furthermore to the fullest extent permitted by applicable law, each party hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above named courts, that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding is improper.
	THE PARTIES HERETO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.
20.	TERMINATION
20.1	Should either Party fail to comply partially or completely with its obligations hereunder, the other Party shall be entitled to give notice of such failure and to require that such failure be remedied within the period specified in that notice, which period shall not be less than ** Business Days. Should such failure not be remedied within the period so specified, then the Party who gave notice of such failure shall be entitled to terminate this Agreement (for avoidance of doubt such termination shall not apply to any existing applicable warranties for Aircraft delivered prior to such termination). Should termination occur in accordance with the foregoing, the defaulting Party shall pay to the non-defaulting Party, as liquidated damages, an amount determined by mutual agreement or by law. The foregoing provision shall not apply in any circumstance where a specific right of termination is made available hereunder or will be made available hereunder upon the expiration of a specific period of time. Notwithstanding anything to the contrary herein, neither Party shall be liable to the other Party in any circumstance hereunder for any consequential or punitive damages which may arise out of, or be connected to, any breach or default under of any term, condition, covenant, warranty, or provision of this Agreement, and which either Party would

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	otherwise be entitled to under any applicable law, including but not limited to any claims sounding in contract, tort, equity or statute.
20.2	Buyer and Embraer shall have the right to terminate this Agreement in respect to the relevant Aircraft, upon the occurrence of any Excusable Delay of ** Days or longer, unless otherwise agreed in writing by the Parties, and Buyer shall have the right to terminate this Agreement in respect to the relevant Aircraft upon the occurrence of any non-Excusable Delay of ** Days or longer after the last day of the Contractual Delivery Month for such Aircraft Scheduled Delivery Date, such rights to be exercisable by written notice from one Party to the other to such effect no earlier than the ** Day as applicable after the last day of the Contractual Delivery Month. Upon receipt of such notice of termination by Buyer or Embraer, as the case may be, Embraer shall return to Buyer **, it being hereby agreed by the Parties that, in this case, no other indemnity shall be due by Embraer to Buyer. ** .
20.3	If Buyer terminates this Agreement before an Aircraft Actual Delivery Date (except when such termination is for delays in the delivery of an Aircraft, because such delays are Excusable Delays or non-Excusable Delays, as permitted pursuant to Articles 9.1 and 9.2, ** Embraer terminates this Agreement in relation to an Aircraft, pursuant to Articles 4.3 or 7.7 hereof, Buyer shall pay to Embraer (i) damages in ** of the relevant Aircraft Purchase Price for any terminated Aircraft with Contractual Delivery Months within ** .
20.4	If Buyer terminates this Agreement in respect to an Aircraft pursuant to Article 7.6 hereof, Embraer, upon Buyer’s request, shall return to Buyer all amounts previously paid by Buyer with respect to the relevant Aircraft, ** .
21.	PURCHASE OF OPTION AIRCRAFT
	Buyer shall have the option to purchase up to fifty (50) Option Aircraft with the first twenty (20) Option Aircraft to be delivered according to schedules provided in Attachment E hereto. The delivery positions of the remaining thirty (30) Option Aircraft will be determined pursuant to Article 21.1 below.
	The Option Aircraft will be supplied in accordance with the following terms and conditions:
21.1	** .
21.2	Intentionally deleted.
21.3	** .
21.4	The unit basic price of each relevant Option Aircraft above mentioned shall be escalated according to the Escalation Formula contained in Attachment “D” hereto, determining the Option Aircraft Purchase Price.

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21.5 The payment of the Option Aircraft Purchase Price shall be made according to the following:

21.5.1	Intentionally deleted.
21.5.2	A non-refundable (except as provided herein) progress payment ** of the unit Option Aircraft Basic Price, is due and payable ** months prior to each relevant Option Aircraft contractual delivery date.
21.5.3	A non-refundable (except as provided herein) progress payment of ** of the unit Option Aircraft Basic Price is due and payable ** months prior to each relevant Option Aircraft contractual delivery date.
21.5.4	Intentionally left in blank.
21.5.5	The balance of each relevant Option Aircraft Purchase Price is due and payable upon acceptance of each relevant Option Aircraft by Buyer.
21.5.6	The provisions of Article 4.3 through 4.5 shall apply mutatis-mutandis, to the payments to be made by Buyer towards the Option Aircraft.

21.6 The option to purchase the Option Aircraft shall be exercised ** no later than ** to the relevant Contractual Delivery Month. Exercise of the option to purchase the Option Aircraft shall be accomplished by means of a written notice from Buyer delivered to Embraer by mail, express delivery or facsimile, return receipt requested.

21.7 If the Option Aircraft are confirmed by Buyer as specified above, (a) Buyer shall, as relevant, make the initial deposit in an amount of ** of the unit Option Aircraft Basic Price per each Option Aircraft (the “Option Aircraft Initial Deposit”) which deposits shall be applied toward the price of the relevant Option Aircraft.

21.8 The product support package to be applied to the Option Aircraft is described in Article 2.4 of Attachment “B”.

22.	INDEMNITY
22.1	** .
22.2	** .
23.	NOTICES
	All notices permitted or required hereunder shall be in writing in the English language and sent, by registered mail, telex or facsimile, to the attention of the Director of Contracts as to Embraer and of the Vice President and

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	Treasurer as to Buyer, to the addresses indicated below or to such other address as either Party may, by written notice, designate to the other.
23.1	EMBRAER:

EMBRAER — Empresa Brasileira de Aeronáutica S.A.
Av. Brigadeiro Faria Lima, 2170
12.227-901 São José dos Campos – SP — Brazil
Telephone: (+55-12) 3927-1410
Facsimile: (+55-12) 3927-1257

23.2 BUYER:

US Airways Group, Inc.
4000 East Sky Harbor Boulevard, CH-VTR
Phoenix, AZ 85034 — USA
Telephone: (480) 693-0800
Facsimile: (480) 693-5886

Copy to:
US Airways Group, Inc.
Deputy General Counsel
4000 East Sky Harbor Boulevard, CH-LAW
Phoenix, AZ 85034 — USA
Telephone: (480) 693-0800
Facsimile: (480) 693-5932

24.	CONFIDENTIALITY
	Buyer does not have the right to disclose the terms of this Agreement, and Buyer agrees not to disclose any portion of this Agreement or its Attachments, amendments or any other supplement, to any third party without Embraer’s written consent, except as required by law. Without limiting the foregoing, in the event Buyer is legally required to disclose the terms of this Agreement, the Parties agree to exert their reasonable best efforts to request confidential treatment of the clauses and conditions of this Agreement relevantly designated by either Party as confidential. Without limiting its obligations pursuant to the preceding sentence, Buyer agrees that if it is required, in the opinion of counsel, to file publicly or otherwise disclose the terms of this Agreement under applicable federal and/or state securities or other laws, it shall promptly (but in no case less than ** Business Days prior to the proposed filing in question) notify Embraer so that Embraer has a reasonable opportunity to contest or limit the scope of such required disclosure, and Buyer shall request, and shall use its best reasonable efforts to obtain, confidential treatment for such sections of this Agreement as Embraer may designate. ** .
25.	SEVERABILITY

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	If any provision or part of a provision of this Agreement or any of the Attachments shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
26.	NON-WAIVER
	Except as otherwise specifically provided to the contrary in this Agreement, any Party’s refrainment from exercising any claim or remedy provided for herein shall not be deemed a waiver of such claim or remedy, and shall not relieve the other Party from the performance of such obligation at any subsequent time or from the performance of any of its other obligations hereunder.
27.	INTEGRATED AGREEMENT
	All Attachments referred to in this Agreement and/or attached hereto are, by such reference or attachment, incorporated in this Agreement.
28.	NEGOTIATED AGREEMENT
	Buyer and Embraer agree that this Agreement, including all of its Attachments, has been the subject of discussion and negotiation and is fully understood by the Parties, and that the rights, obligations and other mutual agreements of the Parties contained in this Agreement are the result of such complete discussion and negotiation between the Parties.
29.	COUNTERPARTS
	This Agreement may be signed by the Parties in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.
30.	ENTIRE AGREEMENT
	This Agreement constitutes the entire agreement of the Parties with respect to the sale described as its subject and supersedes all previous and connected negotiations, representations and agreements between the Parties. This Agreement may not be altered, amended or supplemented except by a written instrument executed by the Parties.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

EMBRAER — Empresa Brasileira		US Airways Group, Inc.
de Aeronáutica S.A.
By:	/s/ Horacio Aragones Forjaz	By:	/s/ Thomas T. Weir
Name:	Horacio Aragones Forjaz	Name:	Thomas T. Weir
Title:	Executive Vice President Corporate Communication	Title:	Vice President & Treasurer
By:	/s/ Artur Coutinno
Name:	Artur Coutinno
Title:	Executive Vice President of Industrial Operations

Date:	Date: 6/13/2006
Place:	Place: Tempe, Arizona

Witnesses:	Witnesses:
/s/ Fernando Bueno	/s/ Ann F. Halton
Name: Fernando Bueno	Name: Ann F. Halton

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ATTACHMENT “A”
**

**

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ATTACHMENT B
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**

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EXHIBIT “1” TO ATTACHMENT “B”
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**

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EXHIBIT “2” TO ATTACHMENT “B”
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**

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ATTACHMENT “C”
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**

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ATTACHMENT “D”
**

**

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ATTACHMENT “E”
**

**

     The delivery schedule will begin with 3 in 4Q06, 8 in 2007, and 14 in 2008. The airline does not have any additional aircraft deliveries scheduled until 2009.

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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

WHEREAS, on May 9, 2003 Embraer-Empresa Brasileira de Aeronautica S.A. (“Embraer”) and US Airways Group Inc. (“Buyer”) entered into Letter Agreement DCT-022/03 (“Letter Agreement DCT-022/03”);

WHEREAS, Buyer and its various affiliates commenced bankruptcy cases in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (“Bankruptcy Court”) on September 12, 2004 in the matter entitled In re US Airways, et al., Case No. 04-13819;

WHEREAS, on September 16, 2005 the Bankruptcy Court entered an order (“Confirmation Order”) confirming a Joint Plan of Reorganization of the Buyer (“Plan”) which had an effective date of September 27, 2005;

WHEREAS, pursuant to the Plan the Buyer was authorized to place the Letter Agreement DCT-022/03 on a post effective date determination schedule;

WHEREAS, on February 16, 2006 the Bankruptcy Court approved a Settlement and Assumption Term Sheet dated February 9, 2006 (“Term Sheet”) between the Buyer and Embraer, which among other things required the Parties to amend and restate the Letter Agreement DCT-022/03; and

WHEREAS, the Parties desire to amend and restate the Letter Agreement DCT-022/03 to comply with the Term Sheet as approved by the Bankruptcy Court on February 16, 2006;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the Parties hereto agree as follows this ___ day of June 2006;

RESTATEMENT:

Letter Agreement DCT-022/03 is hereby fully and completely amended and restated in its entirety pursuant to the terms hereof and shall be without any further force or effect, and the Parties’ agreement in regard to the subject matter hereof shall be solely contained in this Amended and Restated Letter Agreement DCT-022/03 and the Attachments hereto (“Agreement”).

This Agreement constitutes an amendment and modification of the Amended and Restated Purchase Agreement DCT-021/03 (“Purchase Agreement”) and sets forth additional agreements of the Parties with respect to the matters set forth in the Purchase Agreement. All terms defined in the Purchase Agreement shall have the same meaning when used herein, and in case of any conflict between this Agreement and the Purchase Agreement, this Agreement shall govern.

1. Intentionally deleted

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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

2. CONVERSION

2.1. Conversion to ** .

** .

A. The Basic Prices shall be as follows, based on the optional equipment and configuration provided in Schedule “A-1”, “A-2” and “A-3” respectively hereto:

	EMBRAER **		EMBRAER **		EMBRAER **
	US$ in **		US$ in **		US$ in **
Aircraft Basic Price		**		**		**

(*) In the event of conversion of any Additional Aircraft into a model **, the Aircraft Basic Price for such converted Aircraft shall be ** economic conditions.

B. ** .

C. ** .

D. ** .

2.2 Additional Optional Equipment/Configuration Changes

Any additional Buyer selected optional equipment and/or specific interior configuration changes will affect the Aircraft Basic Price for each converted Aircraft accordingly. The Basic Price for each of the converted Aircraft is subject to the applicable Escalation Formula.

2.3 Conversion to **

** .

3. Aircraft Price **

3.1 ** :

ü **

ü **

** .

** .

3.2	** .
3.3	** .

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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

3.4 ** .

4. EQUIPMENT CHANGES/IMPROVEMENTS

4.1 BFE **

** .

4.2	BFE Election
	In the event Buyer elects to have a certain BFE item installed in the Aircraft, Buyer shall send a written notice to Embraer. Embraer, at its reasonable discretion, will analyze, in good faith, the feasibility of such change, and depending on the results of such analysis, will present to Buyer a Proposal of Major Change with the terms and conditions for such incorporation, or will give written notice to Buyer that such request will not be incorporated in the Aircraft together with a written explanation of why such request will not be incorporated in the Aircraft. Buyer shall be responsible for the costs associated with certification, procuring and shipping all BFE in DDP conditions (Incoterms 2000) to Embraer’s facilities in Sao Jose dos Campos, Brazil or, for interior items covered by Section 3.3 of the relevant Attachment A or Schedule A-1, A-2 and A-3, to C&D Aerospace’s facilities in Los Angeles. Buyer must also provide interface and installation data and other required information to install and certify the BFE as may be reasonably required by Embraer. Should Buyer’s request for a BFE item be accepted by Embraer, Embraer shall inform Buyer by means of a Proposal of Major Change of the Basic Price adjustment necessary to reflect such change, and also will inform Buyer, in writing of the lead time of such BFE item in order to not affect the certification process and /or the production/delivery schedule of any Aircraft. The BFE components are not included in Aircraft Warranty Certificate or in any other guarantee provided by Embraer in connection with the purchase of the Aircraft, and may affect the other Aircraft guarantees.
4.3	** MTOW
	Should increases in allowable weights (Maximum Ramp Weight, Maximum Zero Fuel Weight, Maximum Takeoff Weight, Maximum Landing Weight) become certified by the FAA and available from Embraer, for any Aircraft model, Embraer shall offer ** . These will be made available to Buyer as follows:

(i)	** ;
(ii)	** ;
(iii)	** .

It is understood that the labor required to incorporate any Service Bulletins on Aircraft already delivered to Buyer will be provided by Buyer ** . Embraer will

** Confidential Treatment Requested.

Amended and Restated Letter Agreement DCT-022/03 Page 3 of 7

AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

provide or arrange for appropriate technical advice and assistance to Buyer with respect to the incorporation of such Service Bulletins ** . ** .

4.4	** highest engine thrust
	Should any increased thrust versions of engines installed on any of the Aircraft become certified by the FAA by the relevant engine manufacturer and such higher thrust engines are available from the relevant engine manufacturer and Embraer, Embraer shall offer ** . These will be made available to Buyer as follows:

(i)	** ,
(ii)	** .

It is understood that the labor required to incorporate any Service Bulletins on Aircraft already delivered to Buyer will be provided by Buyer ** . Embraer will provide or arrange for appropriate technical advice and assistance to Buyer with respect to the incorporation of such Service Bulletins ** . ** .

5. Advertising Allowances

** .

6. Additional Product Support

Embraer shall provide additional product support to Buyer on the terms and conditions of Schedule ** to this Agreement.

7. Additional Aircraft ** Guarantees

Embraer shall provide ** guarantees for the Aircraft pursuant to the terms and conditions of Schedule ** to this Agreement.

8. ** Guarantees

Embraer shall provide ** guarantees for the Aircraft pursuant to the terms and conditions of Schedule ** to this Agreement.

9. Service Life Policy

Embraer shall provide a service life policy for the Aircraft pursuant to the terms and conditions of Schedule ** to this Agreement.

10. ** Guarantees

Embraer will provide an ** Guarantee in accordance with the terms and conditions described in Schedule ** to this Agreement. ** .

11. **

** .

** Confidential Treatment Requested.

Amended and Restated Letter Agreement DCT-022/03 Page 4 of 7

AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

12. Simulator Data Package

** .

13. ** Training Support for EMBRAER ** Aircraft

13.1  **: ** .

13.2  **:

** .

13.3	Intentionally deleted
13.4	Intentionally deleted

14. **Training Products **

14.1	** : ** .
14.2	** :

** .

14.3 Intentionally deleted

15. ** .

** .

16.	Intentionally Deleted
17.	Intentionally deleted
18.	**
A.	** .
B.	** .
19.	**

** .

20. **

** .

** Confidential Treatment Requested.

Amended and Restated Letter Agreement DCT-022/03 Page 5 of 7

AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

21. Confirmation of the Additional Aircraft

The Additional Aircraft are subject to confirmation by Buyer as follows:

** .

22.	**
A.	** .
B.	** .
23.	Regional Carrier Assignment

** .

     SCHEDULES:

     **

** Confidential Treatment Requested.

Amended and Restated Letter Agreement DCT-022/03 Page 6 of 7

AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers and to be effective as of the day and year first above written.

Embraer – Empresa Brasileira de		US Airways Group, Inc.
Aeronáutica S.A.
By:	/s/ Horacio Aragones Forjaz	By:	/s/ Thomas T. Weir
Name:	Horacio Aragones Forjaz	Name:	Thomas T. Weir
Title:	Executive Vice President	Title:	Vice President & Treasurer
	Corporate Communication
By:	/s/ Artur Coutinno
Name:	Artur Coutinno
Title:	Executive Vice President of
	Industrial Operations

Witness:	/s/ Fernando Bueno	Witness:	/s/ Ann F. Halton
Name:	Fernando Bueno	Name:	Ann F. Halton
Place:		Place:	Tempe, Arizona U.S.A.
Date:		Date:	6/13/2006

Amended and Restated Letter Agreement DCT-022/03 Page 7 of 7

SCHEDULE “A-1”
**

**

** Confidential Treatment Requested.

Schedule “A-1” to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “A-2”
**

**

** Confidential Treatment Requested.

Schedule “A-2” to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “A-3”
**

**

** Confidential Treatment Requested.

Schedule “A-3” to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “C”
**

**

** Confidential Treatment Requested.

Schedule C to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

EXHIBIT “A” TO SCHEDULE “C”
**

**

** Confidential Treatment Requested.

Exhibit A to Schedule C to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

EXHIBIT “B” TO SCHEDULE “C”
**

**

** Confidential Treatment Requested.

Exhibit B to Schedule C to Amended and Restated LOA DCT-022/03

Page 1 of 1

EXHIBIT “C” TO SCHEDULE “C”
**

**

** Confidential Treatment Requested.

Exhibit C to Schedule C to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “E”
**

**

** Confidential Treatment Requested.

Schedule E to Amended and Restated LOA DCT-022/03 Page1 of 1

SCHEDULE “F”
**

**

** Confidential Treatment Requested.

Schedule F to Modified and Assumed LOA DCT-022/03 Page 1 of 1

SCHEDULE “G”**
**

**

** Confidential Treatment Requested.

Schedule G to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “G”
**

**

** Confidential Treatment Requested.

Schedule G to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “G”
**

**

** Confidential Treatment Requested.

Schedule G to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

ATTACHMENT “G”
**

**

** Confidential Treatment Requested.

Schedule G to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 1

SCHEDULE “H”

**

**

** Confidential Treatment Requested.

Schedule H to Amended and Restated Letter Agreement DCT-022/03 Page 1 of 2

EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, W. Douglas Parker, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of US Airways Group, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ W. Douglas Parker

Name: W. Douglas Parker

Title:   Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Derek J. Kerr, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of US Airways Group, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ Derek J. Kerr

Name: Derek J. Kerr

Title:   Chief Financial Officer

EX-31.3

Exhibit 31.3

CEO CERTIFICATIONS

I, W. Douglas Parker, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of America West Airlines, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) [paragraph omitted pursuant to SEC release Nos. 33-8238 and 34-47986]

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ W. Douglas Parker

Name: W. Douglas Parker

Title:   Chief Executive Officer

EX-31.4

Exhibit 31.4

CFO CERTIFICATIONS

I, Derek J. Kerr, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of America West Airlines, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) [paragraph omitted pursuant to SEC release Nos. 33-8238 and 34-47986]

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ Derek J. Kerr

Name: Derek J. Kerr

Title:   Chief Financial Officer

EX-31.5

Exhibit 31.5

CEO CERTIFICATIONS

I, W. Douglas Parker, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of US Airways, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ W. Douglas Parker

Name: W. Douglas Parker

Title:   Chief Executive Officer

EX-31.6

Exhibit 31.6

CFO CERTIFICATIONS

I, Derek J. Kerr, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of US Airways, Inc.;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2006

/s/ Derek J. Kerr

Name: Derek J. Kerr

Title:   Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of US Airways Group, Inc. (the Company) for the quarterly period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), W. Douglas Parker, as Chief Executive Officer of the Company, and Derek J. Kerr, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. Douglas Parker

Name: W. Douglas Parker

Title: Chief Executive Officer

Date: July 27, 2006

/s/ Derek J. Kerr Name: Derek J. Kerr

Title: Chief Financial Officer

Date: July 27, 2006

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of America West Airlines, Inc. (the Company) for the quarterly period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), W. Douglas Parker, as Chief Executive Officer of the Company, and Derek J. Kerr, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. Douglas Parker

Name: W. Douglas Parker

Title: Chief Executive Officer

Date: July 27, 2006

/s/ Derek J. Kerr Name: Derek J. Kerr

Title: Chief Financial Officer

Date: July 27, 2006

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.3

Exhibit 32.3

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of US Airways, Inc. (the Company) for the quarterly period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), W. Douglas Parker, as Chief Executive Officer of the Company, and Derek J. Kerr, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. Douglas Parker Name: W. Douglas Parker

Title: Chief Executive Officer

Date: July 27, 2006

/s/ Derek J. Kerr Name: Derek J. Kerr

Title: Chief Financial Officer

Date: July 27, 2006

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.