THE US AIRWAYS – AMERICA WEST MERGER
A. Overview of the Merger Agreement.
On May 19, 2005, Group entered into an Agreement and Plan of Merger with America West, as
amended, which is attached as Exhibit M to the Plan. The Merger Agreement provides, subject to Plan
approval, for a merger transaction pursuant to which America West will merge with Barbell Acquisition
Corp. (“Barbell”), a wholly-owned subsidiary of Group, and New Common Stock will be distributed to
America West’s shareholders, with the result of the Merger being that America West will become a wholly owned subsidiary of Reorganized Group.