US Airways 2009 Annual Report Download - page 27

Table of Contents
The use of US Airways Group's net operating losses and certain other tax attributes could be limited in the future.
When a corporation undergoes an "ownership change" as defined in Section 382 of the Internal Revenue Code, or Section 382, a
limitation is imposed on the corporation's future ability to utilize any net operating losses, or NOLs, generated before the ownership
change and certain subsequently recognized "built-in" losses and deductions, if any, existing as of the date of the ownership change. We
believe an "ownership change" as defined in Section 382 occurred for US Airways Group in February 2007. Since February 2007 there
have been additional changes in the ownership of US Airways Group that, if combined with sufficiently large future changes in
ownership, could result in another "ownership change" as defined in Section 382. Until US Airways Group has used all of its existing
NOLs, future shifts in ownership of US Airways Group's common stock could result in new Section 382 limitations on the use of our
NOLs as of the date of an additional ownership change. For purposes of determining if an ownership change has occurred, the right to
convert convertible notes into stock may be treated as if US Airways Group had issued the underlying stock.
Risks Relating to Our Common Stock
The price of our common stock has recently been and may in the future be volatile.
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 or 7.25% convertible senior notes due
2014 will dilute the ownership interests of existing stockholders. 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 convertible 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;
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