US Airways 2008 Annual Report Download - page 27

Table of Contents
Risks Related to Our Common Stock
Our common stock has limited trading history and its market price may be volatile.
Our common stock began trading on the NYSE on September 27, 2005 upon the effectiveness of our merger. 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 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.
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
25