8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2007

US AIRWAYS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8444	54-1194634
(State of jurisdiction)	(Commission File No.)	(IRS Employer Identification No.)

111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 693-0800

US AIRWAYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8442	53-0218143
(State of jurisdiction)	(Commission File No.)	(IRS Employer Identification No.)

111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 693-0800

AMERICA WEST AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-12337	86-0418245
(State of jurisdiction)	(Commission File No.)	(IRS Employer Identification No.)

4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 693-0800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 7.01. REGULATION FD DISCLOSURE.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EX-99.1

ITEM 7.01. REGULATION FD DISCLOSURE.

     On July 5, 2007, US Airways Group, Inc. (the “Company”) provided an update for investors presenting information relating to its financial and operational outlook for 2007. This investor presentation is located on the Company’s website at www.usairways.com under “Investor Relations.” The update is furnished as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
	99.1	Investor Update

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, US Airways Group, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	US Airways Group, Inc.
Dated: July 5, 2007	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, US Airways, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	US Airways, Inc.
Dated: July 5, 2007	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, America West Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	America West Airlines, Inc.
Dated: July 5, 2007	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Investor Update

EX-99.1

INVESTOR RELATIONS UPDATE

July 5, 2007

General Comments

•	CASM (ex fuel and special items) Guidance — The increase in ex-fuel CASM versus prior guidance for the second quarter is primarily due to maintenance costs related to returning eight aircraft off lease throughout 2007 and the timing of engine overhaul expense, as well as additional spending to improve our operation. In the third and fourth quarter the increase in ex-fuel CASM is mostly attributable to a further reduction in capacity as a result of industry conditions. We have reduced ASM’s for both mainline and Express by approximately 2% in the second half of the year through lower utilization.
•	Profit Sharing / CASM — Profit sharing equals 10% of pre-tax earnings excluding transition expenses and special items up to a 10% pre-tax margin and 15% above the 10% margin. Profit sharing is included in the CASM guidance given below.
•	Cargo / Other Revenue — Cargo / Other Revenue includes: cargo revenue, ticket change fees, excess/overweight baggage fees, contract services, simulator rental, airport clubs, Materials Service Corporation (MSC), and inflight service revenues.
•	Fuel — US Airways uses costless collars on Heating Oil Futures as a fuel-hedging vehicle. For Q207, the Company has 60% of its mainline fuel hedged, and expects to pay between $2.16 and $2.21 per gallon of jet fuel (including taxes and hedges). The weighted average collar range of the hedges in place is between $1.81 and $2.01 per gallon of heating oil, or between $60.76 and $69.16 per barrel of crude oil. Forecasted volume, fuel prices, hedge percentages, and equivalent price per barrel of crude oil are provided in the table below.
•	Taxes / NOLs — As of December 31, 2006, US Airways and America West had a total of approximately $980 million of net operating loss carryforwards (“NOL”) to reduce future taxable income. Of this amount, the Company estimates approximately $575 million is available to reduce federal taxable income in the calendar year 2007. The Company’s deferred tax asset has been subject to a full valuation allowance. As of December 31, 2006, that valuation allowance was approximately $260 million.
	In the second quarter and for the full year 2007, the Company expects to use federal NOL to reduce its income tax obligation. Utilization of this NOL results in a corresponding decrease in the valuation allowance. In accordance with SFAS No. 109, as this valuation was established through the recognition of tax expense, the decrease in the valuation allowance offsets the Company’s tax provision dollar for dollar.
	The Company also expects to utilize US Airways’ state NOL that was generated by US Airways prior to the merger. In accordance with SFAS No. 109, as this was acquired NOL, the decrease in the valuation allowance will reduce goodwill instead of the provision for income taxes. Accordingly, the Company will again recognize non-cash state income tax expense in the second quarter of 2007.
	The Company expects to be subject to Alternative Minimum Tax liability (“AMT”) for the full year 2007. In most cases the recognition of AMT does not result in tax expense. However, since the Company’s net deferred tax asset is subject to a full valuation allowance, any liability for AMT is recorded as tax expense. The Company also expects to record state income tax expense related to certain states where NOL was limited or not available to be used.
	Current estimates of the Company’s 2007 obligation for AMT liability and to record and pay certain state income tax are less than $3 million per quarter.
•	Share Count — At the end of Q107, the Company had 91.4 million basic, and 93.2 million diluted weighted average shares outstanding. Both basic and diluted shares guidance is provided in the table below.
•	Cash — At the end of Q107, the Company had approximately $3.3 billion in total cash, of which $2.5 billion was unrestricted.

Please refer to the footnotes and the forward looking statements page of this document for additional information

MAINLINE UPDATE
July 5, 2007

Mainline General Comments

• Mainline data includes both US Airways and America West Airlines operated flights. All operating expenses are for mainline operated flights only. Please refer to the following page for information pertaining to Express.

• The increase in ex-fuel CASM versus prior guidance for the second quarter is primarily due to maintenance costs related to returning eight aircraft off lease throughout 2007 and the timing of engine overhaul expense, as well as additional spending to improve our operation. In the third and fourth quarter the increase in ex-fuel CASM is mostly attributable to a further reduction in capacity as a result of industry conditions. We have reduced ASM’s by 2% in the second half of the year through lower utilization.

Mainline General Guidance	1Q07A	2Q07E	3Q07E	4Q07E	FY07E
Available Seat Miles (ASMs) (bil)	18.6	~ 19.5	~ 19.5	~ 18.9	~ 76.5
CASM ex fuel, special items, & transition expense (YOY % change) 1	7.88	~5%	+3% to +5%	+1% to +3%	+2% to +4%
Cargo / Other Revenues ($ mil)	217	~ 225	~ 225	~ 230	~ 895
Fuel Price (incl hedges and taxes) ($/gal)	2.01	2.15 to 2.20	2.25 — 2.30	2.28 — 2.33	2.17 — 2.22
Fuel Gallons Consumed (mil)	292	~ 310	~ 310	~ 295	~ 1,200
Percent Hedged		60%	54%	36%	51%
Weighted Avg. Heating Oil Collar Range ($/gal)		1.81 — 2.01	1.81 — 2.01	1.78 — 1.98	1.82 — 2.02
Weighted Avg. Jet Fuel Equivalent (incl, transport, and refining margin)($/gal)		2.03 — 2.23	2.01 — 2.21	1.94 — 2.14	2.01 — 2.21
Weighted Avg. Estimated Crude Oil Equivalent ($/bbl)		60.76 — 69.16	59.21 — 67.61	57.25 — 65.65	61.43 — 69.83
Estimated Jet Price Assumption (unhedged, incl transport) ($/gal)		~2.09	~2.24	~2.27	~2.10
Impact of Fuel Hedges (Gains)/Losses ($/gal)		~ 0.00	~ (0.05)	~ (0.05)	~ 0.01
Interest Expense ($ mil)	71	~ 70	~ 70	~ 70	~ 280
Interest Income ($ mil)	40	~ 45	~ 45	~ 45	~ 180
Merger Update ($ mil)
Transition Expense	39	~ 20	~ 10	~ 10	~ 80

Capital Update ($ mil)	FY07E
Total CAPX (Merger Related 72, Other 148)	220

     Notes:

1. CASM ex fuel, special items & transition expenses is a non-GAAP financial measure. Please see the GAAP to non-GAAP reconciliation at the end of this document

Shares Outstanding ($ and shares mil)	Basic		Diluted		Interest Addback
For Q2 through Q4
Earnings above $41		91.7		95.6	$	1.3
Earnings up to $41		91.7		92.6		—
Net Loss		91.7		91.7		—
Full Year 2007
Earnings above $164		91.5		95.7	$	5.3
Earnings up to $164		91.5		92.7		—
Net Loss		91.5		91.5		—

Shares outstanding are based upon several estimates and assumptions, including average per share stock price, stock options, stock appreciation rights, and restricted stock unit award activity, and conversion of outstanding senior convertible notes. The number of shares in the actual calculation of earnings per share will likely be different from those set forth above.

Please refer to the footnotes and the forward looking statements page of this document for additional information

EXPRESS UPDATE
July 5, 2007

Express General Comments

• US Airways Express is a network of nine regional airlines (2 wholly owned) operating under a code share and service agreement with US Airways and America West Airlines. All operating expenses (including purchase agreements) associated with US Airways Express are included within the Express Non-Fuel Operating Expense line item.

• The increase in ex-fuel CASM versus prior guidance in the third and fourth quarter is mostly attributable to a further reduction in capacity as a result of industry conditions. We have reduced ASM’s by 2% in the second half of the year through lower utilization.

Express General Guidance

	1Q07A	2Q07E	3Q07E	4Q07E	FY07E
Available Seat Miles (ASMs) (bil)	3.5	~ 3.6	~ 3.7	~ 3.7	~ 14.5
CASM ex fuel (YOY % change)1	13.54	~7%	+4% to +6%	-1% to +1%	+4% to +6%
Fuel Price (incl taxes) ($/gal)	1.82	2.15 — 2.20	2.31 — 2.36	2.31 — 2.36	2.15 — 2.20
Fuel Gallons Consumed (mil)	84	~ 87	~ 88	~ 88	~ 350

Express Carriers

Air Midwest Airlines, Inc. ⁴
Air Wisconsin Airlines Corporation
Chautauqua Airlines, Inc.
Colgan Air, Inc. ⁴
Mesa Airlines ³
Piedmont Airlines, Inc. ²
PSA Airlines, Inc ²
Republic Airways
Trans States Airlines, Inc. ⁴

Notes:

1.	CASM ex fuel expense is a non-GAAP financial measure. Please see the GAAP to non-GAAP reconciliation at the end of this document.
2.	Wholly owned subsidiary of US Airways Group, Inc.
3.	Subsidiary of Mesa Air Group, Inc
4.	Pro-rate agreement

Please refer to the footnotes and the forward looking statements page of this document for additional information

FLEET UPDATE
July 5, 2007

Fleet General Comments

• As previously announced, the airline has a firm order for 25 Embraer 190 aircraft. The Company has taken delivery of 2 aircraft in 2006 and 3 aircraft in 2007, and is scheduled to take delivery of an additional 6 aircraft in 2007 and 14 in 2008. In addition to its order for firm aircraft, the Company has options to purchase additional Embraer aircraft.

• On July 24, 2006 the Company announced that it and Republic Airline Inc. have amended the existing partnership and will be adding 30 Embraer 175 aircraft to replace 20 existing 50 seat Embraer 145 aircraft currently operated by Republic Airways Holdings’ subsidiary, Chautauqua Airlines. The remaining 10 aircraft can replace other retiring aircraft, or be used for limited growth in 2008. The 50 seat aircraft will begin to be returned to Republic at the beginning of 2007. Deliveries of the E175 aircraft are scheduled to begin in 2007 at a rate of 1-2 airplanes per month through the summer of 2008.

• On August 30, 2006 the Company announced that it had restructured and added seven new Airbus A321s to an existing order for 30 A320 family aircraft. The amendment also converted one A320 aircraft and seven A319 aircraft to an order of eight A321 aircraft. Deliveries of the 15 new A321 aircraft will begin in 2008 and run through 2010. The new A321s will be configured to accommodate 187 passengers in two classes of service and will be used for replacement purposes or modest expansion should market conditions warrant.

• On June 18, 2007 the Company announced that it has agreed to terms with Airbus for the acquisition of 92 aircraft, including 60 single-aisle A320 family aircraft and 32 wide-body aircraft, including 22 next generation A350 XWBs and 10 A330s. The order is contingent upon execution of definitive purchase agreements, expected in the coming weeks. The 60 A320 family aircraft would replace 60 older aircraft in the airline’s fleet. Deliveries for the 60 A320 family aircraft will begin in 2010. The Company also reaffirmed it’s commitment to the A350 program by increasing its previously announced order of 20 A350s by two to 22 A350 XWBs in both the -800 and larger -900 series configuration. Deliveries for the A350 XWBs are expected to begin in 2014 and can be used for modest international expansion, or replacement of existing older technology aircraft. The 10 A330s will facilitate the retirement of US Airways’ existing B767 fleet. Deliveries of the A330s are expected to commence in 2009.

Mainline Fleet Update (End of Period)

	1Q07A		2Q07E		3Q07E		4Q07E		FY07E
Mainline
EMB-190		3		5		8		11		11
737-300		55		55		50		47		47
737-400		40		40		40		40		40
A319		93		93		93		93		93
A320		75		75		75		75		75
A321		28		28		28		28		28
A330		9		9		9		9		9
B757		43		43		43		43		43
B767		10		10		10		10		10
Total		356		358		356		356		356

Express Fleet Update (End of Period)

	1Q07A		2Q07E		3Q07E		4Q07E		FY07E
Express
DH8 (100/200/300)		61		61		61		61		61
CRJ-200		122		120		118		118		118
CRJ-700		14		14		14		14		14
CRJ-900		38		38		38		38		38
EMB-170		28		28		26		23		23
ERJ-145		22		11		9		9		9
EMB-175		3		10		17		24		24
Total		288		282		283		287		287

Please refer to the footnotes and the forward looking statements page of this document for additional information

GAAP to Non-GAAP RECONCILIATION
July 5, 2007

Reconciliation of GAAP to Non-GAAP Financial Information

US Airways Group, Inc. (the “Company”) is providing disclosure of the reconciliation of reported non-GAAP financial measures to their comparable financial measures on a GAAP basis. The Company believes that the non-GAAP financial measures provide investors the ability to measure financial performance excluding special items, which is more indicative of the Company’s ongoing performance and is more comparable to measures reported by other major airlines. The Company believes that the presentation of mainline CASM excluding fuel, special items & transition expense and Express CASM excluding fuel is useful to investors as both the cost and availability of fuel are subject to many economic and political factors beyond the Company’s control.

This update contains forward-looking statements that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. For examples of such risks and uncertainties, please see the risk factors set forth in the Company’s Form 10-Q for the quarter ended March 31, 2007, and its other securities filings, including any amendments thereto, which identify important matters such as the consequences of fuel, labor costs, competition, and industry conditions, including the demand for air travel, the airline pricing environment and industry capacity decisions, regulatory matters and the seasonal nature of the airline business. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this update.

	GAAP to Non-GAAP Reconciliation ($mil except ASM and CASM data)
			Q207 Range				Q307 Range				Q407 Range				FY07 Range
	Q107 Actual		Low		High		Low		High		Low		High		Low		High
Mainline
Mainline Operating Expenses	$	1,996	$	2,245	$	2,260	$	2,166	$	2,209	$	2,142	$	2,186	$	8,504	$	8,665
Less Mainline Fuel (net of (gains)/losses from fuel hedges)		496		667		682		698		713		673		687	$	2,532	$	2,578
Less Special Charges		—		—		—		—		—		—		—		—		—
Less Transition Expenses		39		20		20		10		10		10		10		80		80
Mainline Operating Expense excluding fuel, special items, and transition expense		1,462		1,558		1,558		1,458		1,486		1,460		1,489		5,891		6,007
Mainline CASM (GAAP) (cts)		10.76		11.51		11.59		11.11		11.33		11.33		11.56		11.12		11.33
Mainline CASM excluding fuel, special items, and transition expenses (Non-GAAP) (cts)		7.88		7.99		7.99		7.48		7.62		7.72		7.87		7.70		7.86
Mainline ASMs (bil)		18.6		19.5		19.5		19.5		19.5		18.9		18.9		76.5		76.5
Express
Express Operating Expenses	$	627	$	654	$	658	$	654	$	667	$	650	$	664	$	2,568	$	2,621
Less Express Fuel Expense		153		187		191		203		208		203		208		753		770
Express Operating Expenses excluding Fuel		474		467		467		451		460		447		456		1,816		1,851
Express CASM (GAAP) (cts)		17.91		18.17		18.29		17.68		18.04		17.57		17.93		17.71		18.07
Express CASM Excluding Fuel (Non-GAAP) (cts)		13.54		12.97		12.97		12.19		12.42		12.08		12.32		12.52		12.76
Express ASMs (bil)		3.5		3.6		3.6		3.7		3.7		3.7		3.7		14.5		14.5

Please refer to the footnotes and the forward looking statements page of this document for additional information

FORWARD-LOOKING STATEMENTS
July 5, 2007

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of US Airways Group, Inc. (the “Company”). Such statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, the Company’s expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings Corporation and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties that could cause the Company’s actual results and financial position to differ materially from the Company’s expectations. Such risks and uncertainties include, but are not limited to, the following: the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases to fuel prices; our high level of fixed obligations and our ability to obtain and maintain financing for operations and other purposes; our ability to achieve the synergies anticipated as a result of the merger and to achieve those synergies in a timely manner; our ability to integrate the management, operations and labor groups of US Airways Group and America West Holdings; labor costs and relations with unionized employees generally and the impact and outcome of labor negotiations; the impact of global instability, including the current instability in the Middle East, the continuing impact of the military presence in Iraq and Afghanistan and the terrorist attacks of September 11, 2001 and the potential impact of future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior; reliance on automated systems and the impact of any failure or disruption of these systems; the impact of future significant operating losses; changes in prevailing interest rates; our ability to obtain and maintain commercially reasonable terms with vendors and service providers and our reliance on those vendors and service providers; security-related and insurance costs; changes in government legislation and regulation; our ability to use pre-merger NOLs and certain other tax attributes; competitive practices in the industry, including significant fare restructuring activities, capacity reductions and in court or out of court restructuring by major airlines; continued existence of prepetition liabilities; interruptions or disruptions in service at one or more of our hub airports; weather conditions; our ability to obtain and maintain any necessary financing for operations and other purposes; our ability to maintain adequate liquidity; our ability to maintain contracts that are critical to our operations; our ability to operate pursuant to the terms of our financing facilities (particularly the financial covenants); our ability to attract and retain customers; the cyclical nature of the airline industry; our ability to attract and retain qualified personnel; economic conditions; and other risks and uncertainties listed from t ime to time in our reports to the Securities and Exchange Commission. There may be other factors not identified above of which the Company is not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to the Company. The Company assumes no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates. Additional factors that may affect the future results of the Company are set forth in the section entitled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007, which is available at www.usairways.com.