US Airways 2006 Annual Report Download - page 27

Table of Contents
Certain provisions of the amended and restated certificate of incorporation and amended and restated bylaws of US Airways Group
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:
• 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 that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors approve
amendment of the 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 shares held by such persons would exceed 24.9% of the voting stock of
our company. In addition, any attempt to transfer equity securities to a non-U.S. citizen in excess of 49.9% of our outstanding equity
securities will be void and of no effect.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Flight Equipment
In connection with the merger, US Airways Group negotiated reductions to its existing fleet so that the fleet of the combined
company better matches aircraft size with consumer demand. US Airways Group operated a mainline fleet of 359 aircraft at the end of
2006 (supported by approximately 240 regional jets and approximately 104 turboprops that provide passenger feed into the mainline
system), down from a total of 373 mainline aircraft operated by the airlines at the end of 2005.
During 2006, US Airways Group removed 21 aircraft and added seven aircraft to the mainline fleet. In 2006, AWA removed eight
Boeing 737-300, one Boeing 757-200, and one Airbus A320 aircraft, while US Airways removed eleven Boeing 737-300 aircraft. During
the year, AWA took delivery of two Airbus A319 aircraft with leases ending in 2018, while US Airways took delivery of three Boeing
757-200 and two Embraer ERJ190 aircraft.
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