Attached files
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EX-99.2 - EXHIBIT 99.2 - US AIRWAYS GROUP INC | c93237exv99w2.htm |
EX-99.3 - EXHIBIT 99.3 - US AIRWAYS GROUP INC | c93237exv99w3.htm |
EX-99.1 - EXHIBIT 99.1 - US AIRWAYS GROUP INC | c93237exv99w1.htm |
EX-23.1 - EXHIBIT 23.1 - US AIRWAYS GROUP INC | c93237exv23w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 3, 2009
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8444 | 54-1194634 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
111 West Rio Salado Parkway Tempe, Arizona |
85281 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (480) 693-0800
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01. OTHER EVENTS.
US Airways Group, Inc. (the Company) is filing this Current Report on Form 8-K to update the
historical financial statements included in its Annual Report on Form 10-K for the year ended
December 31, 2008 filed on February 18, 2009, to reflect changes in the Companys accounting for
convertible debt as described below. The financial statements presented herein also include the
reclassification of certain amounts from employee benefit liabilities and other to deferred gains
and credits, net, both captions of which are included within total noncurrent liabilities and
deferred credits on the consolidated balance sheets, which is consistent with the reclassification
disclosed in the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2009.
As previously disclosed in the Companys 2008 Annual Report on Form 10-K, in May 2008 the
Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Accounting
Principles Board (APB) 14-1, Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 applies to convertible debt
instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion,
including partial cash settlement of the conversion option. FSP APB 14-1 requires bifurcation of
the instrument into a debt component that is initially recorded at fair value and an equity
component. The difference between the fair value of the debt component and the initial proceeds
from issuance of the instrument is recorded as a component of equity. The liability component of
the debt instrument is accreted to par using the effective yield method; accretion is reported as a
component of interest expense. The equity component is not subsequently re-valued as long as it
continues to qualify for equity treatment. FSP APB 14-1 must be applied retrospectively to
previously issued cash-settleable convertible instruments as well as prospectively to newly issued
instruments. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.
In September 2005, the Company issued a total of $144 million principal amount of 7% Senior
Convertible Notes due 2020 (the 7% notes). As of December 31, 2008, $74 million of principal
amount remained outstanding under the 7% notes. The holders of these notes may convert, at any time
prior to the earlier of the business day prior to the redemption date and the second business day
preceding the maturity date, any outstanding notes (or portions thereof) into shares of the
Companys common stock, at an initial conversion rate of 41.4508 shares of common stock per $1,000
principal amount of notes (equivalent to an initial conversion price of approximately $24.12 per
share). In lieu of delivery of shares of common stock upon conversion of all or any portion of the
7% notes, the Company may elect to pay cash or a combination of shares and cash to holders
surrendering notes for conversion. The 7% notes are subject to the provisions of FSP APB 14-1 since
the 7% notes can be settled in cash upon conversion.
The Company adopted FSP APB 14-1 on January 1, 2009. The Company concluded that the fair value
of the equity component of its 7% notes at the time of issuance in 2005 was $47 million. Upon
retrospective application, the adoption resulted in a $29 million increase in accumulated deficit
at December 31, 2008, comprised of non-cash interest expense of $17 million for the years 2005-2008
and non-cash losses on debt extinguishment of $12 million related to the partial conversion of
certain of the 7% notes to common stock in 2006. At December 31, 2008, the carrying value of the
equity component was $40 million and the principal amount of the outstanding 7% notes, the
unamortized discount and the net carrying value was $74 million, $11 million and $63 million,
respectively.
Accordingly, the Company is filing this Current Report on Form 8-K to reflect the impact of
the adoption of FSP APB 14-1 on previously issued financial statements and to reflect the balance
sheet reclassification described above. This will permit the Company to incorporate these financial
statements by reference into future SEC filings. The impact of the adoption of this standard and
the balance sheet reclassification is reflected in the following sections of Part II of the
Companys 2008 Annual Report on Form 10-K, which as revised are included as Exhibits 99.1, 99.2 and
99.3 to this Current Report:
| Item 6. Selected Financial Data of US Airways Group, Inc.; |
| Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations of US Airways Group, Inc.; and |
| Item 8A. Consolidated Financial Statements and Supplementary Data of US Airways Group,
Inc. |
The financial statement footnotes in Item 8A. that were impacted by the adoption of these
accounting standards include:
Note 1. Basis of Presentation and Summary of Significant Accounting Policies;
Note 3. Earnings (Loss) Per Common Share;
Note 4. Debt;
Note 5. Income Taxes;
Note 10. Other Comprehensive Income (Loss); and
Note 17. Selected Quarterly Financial Information (unaudited).
2
As this Current Report on Form 8-K is being filed only for the purposes described above, and
only affects the Items of the Companys 2008 Annual Report on From 10-K specified above, the other
information in the Companys 2008 Annual Report on Form 10-K remains unchanged. No attempt has been
made in this Current Report on Form 8-K to modify or update disclosures in the Companys 2008
Annual Report on Form 10-K except as described above. This Current Report on Form 8-K does not
reflect events occurring after the filing of the Companys 2008 Annual Report on Form 10-K or
modify or update any related disclosures. Information in the Companys 2008 Annual Report on Form
10-K not affected by this Current Report on Form 8-K is unchanged and reflects the disclosure made
at the time of the filing of the Companys 2008 Annual Report on Form 10-K with the Securities and
Exchange Commission on February 18, 2009. Accordingly, this Current Report on Form 8-K should be
read in conjunction with the Companys 2008 Annual Report on Form 10-K and the Companys filings
made with the Securities and Exchange Commission subsequent to the filing of the Companys 2008
Annual Report on Form 10-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. | Description | |||
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm of US Airways Group, Inc. |
|||
99.1 | Item 6. Selected Financial Data of US Airways Group, Inc. (adjusted to reflect the
retrospective application of FSP APB 14-1). |
|||
99.2 | Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations of US Airways Group, Inc. (adjusted to reflect the retrospective application of
FSP APB 14-1). |
|||
99.3 | Item 8A. Consolidated Financial Statements and Supplementary Data of US Airways Group, Inc.
(adjusted to reflect the retrospective application of FSP APB 14-1). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, US Airways Group, Inc.
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
US Airways Group, Inc. |
||||
Date: December 3, 2009 | By: | /s/ Derek J. Kerr | ||
Derek J. Kerr | ||||
Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |||
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm of US Airways Group, Inc. |
|||
99.1 | Item 6. Selected Financial Data of US Airways Group, Inc. (adjusted to reflect the
retrospective application of FSP APB 14-1). |
|||
99.2 | Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations of US Airways Group, Inc. (adjusted to reflect the retrospective application of
FSP APB 14-1). |
|||
99.3 | Item 8A. Consolidated Financial Statements and Supplementary Data of US Airways Group, Inc.
(adjusted to reflect the retrospective application of FSP APB 14-1). |
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