US Airways 2003 Annual Report Download - page 28

Table of Contents
2003 and filed with US Airways Group's Current Report on Form 8-K, dated March 18, 2003 and filed with the SEC on April 2, 2003.
RSA Investment
Pursuant to a definitive agreement, on the Effective Date, RSA invested $240 million in cash in Reorganized US Airways Group (the RSA Investment
Agreement) in exchange for approximately 36.2%, on a fully-diluted basis, of the equity in Reorganized US Airways Group. As of the Effective Date, in
connection with its investment, RSA was granted a voting interest of approximately 71.6% in Reorganized US Airways Group and entitled to designate and
vote to elect eight of 15 directors to Reorganized US Airways Group's Board of Directors. See also Note 13(d) in the Notes to the Consolidated Financial
Statements for a summary of the related party transactions with RSA.
ATSB Loan
As part of its restructuring efforts, US Airways received a $900 million loan guarantee under the Stabilization Act from the Stabilization Board in
connection with a $1 billion term loan financing. The Company required this loan and related guarantee in order to provide the additional liquidity necessary
to carry out its restructuring plan. The ATSB Loan was funded on the Effective Date. The ATSB Loan is secured by substantially all unencumbered assets of
US Airways Group and its subsidiaries and is guaranteed by US Airways Group and each of US Airways Group's domestic subsidiaries other than US
Airways. See "Liquidity and Capital Resources" below for more information, including information related to covenants associated with the ATSB Loan.
Claims Resolution
Pursuant to the bankruptcy process, the Filing Entities' claims agent received approximately 5,300 timely-filed proofs of claims totaling approximately
$65 billion in the aggregate, exclusive of approximately $16 billion in claims from Allegheny County, Pennsylvania (Allegheny County) and Allegheny
County Airport Authority (ACAA) which have been resolved (see "Pittsburgh Leases" below) and approximately 350 proofs of claims timely-filed by
governmental entities totaling approximately $225 million in the aggregate. As of December 31, 2003, the Filing Entities have filed objections totaling
approximately $60 billion. The Plan of Reorganization provides for a disputed claims resolution process. The Plan of Reorganization provides for 4,968,720
shares of Class A Common Stock and 3,048,030 each of Class A-1 Warrants and shares of Class A Preferred Stock of Reorganized US Airways Group to be
issued to unsecured creditors. Distributions of these shares and warrants through December 2003 totaled approximately 1.8 million shares of Class A
Common Stock and 1.1 million each of Class A-1 Warrants and shares of Class A Preferred Stock to unsecured creditors. The effects of these distributions
were reflected in the Company's financial statements upon emergence and will not have any further impact on the results of operations. A number of
significant claims, including certain aircraft related claims, remain to be resolved. Accordingly, ultimate allocations and distributions of new equity to
claimants in Reorganized US Airways Group on account thereof, are not presently known.
On December 30, 2003, the Bankruptcy Court allowed the $2.1 billion claim by the PBGC related to the termination of US Airways' pilot pension plan.
Given that this plan met the standards of a distress termination and the PBGC's claim is to be treated as a general unsecured claim, the Company does not
have any additional financial exposure associated with this decision and the PBGC will receive a settlement in the form of stock.
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