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Prospectus Brochure of the Bond US Airways

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Prospectus Brochure of the Bond US Airways e424b5 Page 1 of 450 http://www.oblible.com 424B5 1 p18376b5e424b5.htm 424B5 http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 2 of 450 http://www.oblible.com Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Maximum Aggregate Amount of Securities Offered Offering Price Registration Fee Pass Through Certificates, Series 2010-1 $ 340,255,000 $ 24,260.18 (1) (1) The filing fee of $24, 260.18 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. Filed Pursuant to Rule 424(b)(5) Registration No. 333-163463 PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED DECEMBER 3, 2009 $340,255,000 2010-1 PASS THROUGH TRUSTS PASS THROUGH CERTIFICATES, SERIES 2010-1 Two classes of the US Airways Pass Through Certificates, Series 2010-1, are being offered under this prospectus supplement: Class A and Class B. A separate trust will be established for each class of certificates. The proceeds from the sale of certificates will initially be held in escrow, and interest on the escrowed funds will be payable semiannually on April 22 and October 22, commencing April 22, 2011. The trusts will use the escrowed funds to acquire equipment notes. The equipment notes will be issued by US Airways and will be secured by eight (8) Airbus aircraft currently owned by US Airways. Payments on the equipment notes held in each trust will be passed through to the holders of certificates of such trust. Interest on the equipment notes will be payable semiannually on each April 22 and October 22 after issuance. Principal payments on the equipment notes are scheduled on April 22 and October 22 in certain years, beginning on October 22, 2011. The Class A certificates will rank senior to the Class B certificates. Morgan Stanley Bank, N.A. will provide a liquidity facility for the Class A certificates and the Class B certificates, in each case, in an amount sufficient to make three semiannual interest payments. The payment obligations of US Airways under the equipment notes will be fully and unconditionally guaranteed by US Airways Group, Inc. The certificates will not be listed on any national securities exchange. Investing in the certificates involves risks. See “Risk Factors” on page S-12. Pass Through Principal Interest Final Expected Price to Certificates Amount Rate Distribution Date Public(1) Class A $ 262,857,000 6.25% April 22, 2023 100% http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 3 of 450 April 22, 2017 100% Class B $ 77,398,000 8.50% (1) Plus accrued interest, if any, from the date of issuance. The underwriters will purchase all of the certificates if any are purchased. The aggregate proceeds from the sale of the certificates will be $340,255,000. US Airways will pay the underwriters a commission of $4,253,188. Delivery of the certificates in book-entry form only will be made on or about December 21, 2010. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Bookrunners MORGAN STANLEY CITI CREDIT SUISSE Structuring Agent Co-Manager BofA Merrill Lynch The date of this prospectus supplement is December 15, 2010. http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 4 of 450 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more general information about our pass through certificates, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with the additional information described in the base prospectus under the heading “Where You Can Find More Information.” If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. Information contained on our website does not constitute part of this prospectus supplement or the accompanying prospectus. In this prospectus supplement, all references to “we,” “us,” “our,” “US Airways Group,” the “Company” and similar designations refer to US Airways Group, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. References to “US Airways” refer to US Airways, Inc. S-i http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 5 of 450 Table of Contents SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS Certain statements in this prospectus supplement and in the accompanying prospectus and other materials filed or to be filed with the Securities and Exchange Commission (“SEC”) (or otherwise made by US Airways Group, US Airways or on our behalf) should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this prospectus supplement and in the accompanying prospectus and in other materials filed or to be filed with the SEC (or otherwise made by US Airways Group, US Airways or on our behalf), forward-looking statements include, without limitation, statements regarding financial forecasts or projections, and our expectations, beliefs, intentions or future strategies that are signified by the words “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “continue” and similar terms used in connection with statements regarding, among others, our outlook, expected fuel costs, the revenue and pricing environment, and our expected financial performance and liquidity position. These statements include, but are not limited to, statements about future financial and operating results, our 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 our actual results and financial position to differ materially from these statements. These risks and uncertainties include, but are not limited to, those described below under “Risk Factors,” and the following: • the impact of significant operating losses in the future; • downturns in economic conditions and their impact on passenger demand and related revenues; • increased costs of financing, a reduction in the availability of financing and fluctuations in interest rates; • the impact of the price and availability of fuel and significant disruptions in the supply of aircraft fuel; • our high level of fixed obligations and our ability to fund general corporate requirements, obtain additional financing and respond to competitive developments; • any failure to comply with the liquidity covenants contained in our financing arrangements; • provisions in our credit card processing and other commercial agreements that may affect our liquidity; • the impact of union disputes, employee strikes and other labor-related disruptions; • our inability to maintain labor costs at competitive levels; • our reliance on third-party regional operators or third-party service providers; • our reliance on automated systems and the impact of any failure or disruption of these systems; • the impact of changes to our business model; • competitive practices in the industry, including the impact of industry consolidation; • the loss of key personnel or our ability to attract and retain qualified personnel; • the impact of conflicts overseas or terrorist attacks, and the impact of ongoing security concerns; • changes in government legislation and regulation; • our ability to operate and grow our route network; http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 6 of 450 • the impact of environmental laws and regulations; • costs of ongoing data security compliance requirements and the impact of any data security breach; • interruptions or disruptions in service at one or more of our hub airports; • the impact of any accident involving our aircraft or the aircraft of our regional operators; • delays in scheduled aircraft deliveries or other loss of anticipated fleet capacity; S-ii http://www.sec.gov/Archives/edgar/data/701345/000095012310114314/p18376b5e424b5.htm 12/17/2010 e424b5 Page 7 of 450 Table of Contents • the impact of weather conditions and seasonality of airline travel; • the impact of possible future increases in insurance costs and disruptions to insurance markets; • the impact of global events that affect travel behavior, such as an outbreak of a contagious disease; • the impact of foreign currency exchange rate fluctuations; • our ability to use NOLs and certain other tax attributes; and • other risks and uncertainties listed from time to time in our reports to and filings with the SEC. These forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results and the timing of certain events to differ materially from those expressed in the forward-looking statements. There may be other
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