US Airways 2011 Annual Report Download - page 30
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Table of Contents
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 7.25% 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 executing hedging strategies.
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 any
amendment of our amended and restated bylaws submitted to stockholders for approval; and
• super-majority voting requirements to modify or amend specified provisions of US Airways Group's amended and restated certificate of
incorporation.
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