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As
filed with the Securities and Exchange Commission on July 1, 2011
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF 1933
 
 US AIRWAYS GROUP, INC.
  Delaware
 54-1194634
 111 West Rio Salado Parkway
Tempe, Arizona 85281
 2011 Incentive Award Plan
 Copies to:  Anthony J. Richmond
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
 Stephen L. Johnson
Executive Vice President  Corporate and Government Affairs
US Airways Group, Inc.
111 West Rio Salado Parkway
Tempe, Arizona 85281
 (480) 693-0800
  þ Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
(Do not check if a smaller reporting company)
    
    o Smaller reporting company
 CALCULATION OF REGISTRATION FEE
 ProposedProposed
    
    
    MaximumAmount
    
    
    Maximum
    
    
    Aggregate
    
    
    Amount ofTitle of Securities
    
    
    to be
    
    
    Offering Price
    
    
    Offering
    
    
    RegistrationTo Be Registered
    
    
    Registered(1)
    
    
    Per Share
    
    
    Price
    
    
    FeeCommon Stock, $0.01 Par Value
    
    
    
    15,157,626
    (2)
    
    
    $
    8.98
    (3)
    
    
    $

136,115,481
    
    
    
    $
    15,803.01
 
 (1)
    
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this registration statement shall also cover any additional shares of the
Registrants common stock that become issuable under the 2011 Incentive Award Plan (the
2011 Plan), by reason of any stock dividend, stock split, recapitalization or
similar transaction effected without the registrants receipt of consideration which would
increase the number of outstanding shares of common stock.(2)
    
    Represents 15,157,626 shares of common stock available for future issuance under the 2011
Plan as of July 1, 2011, which number consists of (a) 15,000,000 shares of common stock
initially reserved for future grants under the 2011 Plan and (b) 157,626 shares of common
stock previously available for issuance under the US Airways Group, Inc. 2008 Equity Incentive
Plan (the 2008 Plan) and the US Airways Group, Inc. 2005 Equity Incentive Plan (the
2005 Plan and collectively with the 2008 Plan, the Prior Plans) that have
become available for issuance under the 2011 Plan as of the effective date of the 2011 Plan.
To the extent outstanding awards under the Prior Plans are forfeited or lapse unexercised
following the effective date of the 2011 Plan, additional shares of common
stock subject to such awards will be available
for future issuance under the 2011 Plan.(3)
    
    This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities Act for purposes
of calculating the registration fee. The Proposed Maximum Offering
Price Per Share is $8.98
which is the average of the high and low prices for the registrants common stock as reported
on the New York Stock Exchange on June 27, 2011. Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption From Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESEXHIBIT INDEXEX-4.1EX-4.2EX-4.3EX-4.4EX-4.5EX-4.6EX-5.1EX-23.2    Table of Contents  
 PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 Commission
 
 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  (1)
    
    Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed on
February 23, 2011;(2)
    
    Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 filed
on April 26, 2011;(3)
    
    Definitive Proxy Statement on Schedule 14A filed on April 29, 2011;(4)
    
    Current Reports on Form 8-K filed on January 21, 2011,
February 4, 2011, May 23, 2011, June 9, 2011,
June 22, 2011, June 24, 2011 and
July 1, 2011;(5)
    
    The description of the Registrants common stock set forth in its Registration
Statement on Form 8-A (Registration No. 001-08444) filed on September 22, 2005,
including any amendments or reports filed for the purpose of updating such description.
  
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.
 DGCL
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Item 7. Exemption From Registration Claimed.
  
 Item 8. Exhibits.
 Exhibit No.
    
    Description of Exhibit4.1
    
    US Airways Group, Inc. 2011 Incentive Award Plan.4.2
    
    Form of Annual Grant Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.3
    
    Form of Stock Appreciation Right (Cash-Settled) Award Grant Notice and Stock Appreciation
Right (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.4
    
    Form of Stock Appreciation Right (Stock-Settled) Award Grant Notice and Stock Appreciation
Right Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.5
    
    Form of Restricted Stock Unit (Cash-Settled) Award Grant Notice and Restricted
Stock Unit (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.6
    
    Form of Restricted Stock Unit (Stock-Settled) Award Grant Notice and Restricted Stock Unit Award
Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.
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Exhibit No.
    
    Description of Exhibit4.7
    
    Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.6 to US Airways Groups Automatic Shelf Registration
Statement on Form S-3 filed December 3, 2009) (Registration No.
333-163463).5.1
    
    Opinion of Latham & Watkins LLP.23.1
    
    Consent of Latham & Watkins LLP (included in Exhibit 5.1).23.2
    
    Consent of KPMG LLP, independent registered public accounting firm.24.1
    
    Power of attorney (included in the signature page to this
Registration Statement).
 
 Item 9. Undertakings.
 a.
    
    The undersigned Registrant hereby undertakes:
 1.
    
    To file, during any period in which offers or sales are being made pursuant to
this Registration Statement, a post-effective amendment to this Registration Statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the Securities Act;(ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement;(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
 Provided however
 2.
    
    That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fideoffering thereof.
 3.
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
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b.
    
    The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fideoffering thereof.c.
    
    Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the provisions
described under Item 6Indemnification of Directors and Officers, or otherwise, the
Registrant has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
 
 SIGNATURES
 st
 US Airways Group, inc.By:
Name:
    
    /s/ Derek J. Kerr

Derek J. KerrTitle:
    
    Executive Vice President
 and Chief Financial Officer
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POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ W. Douglas Parker

W. Douglas Parker
    
    Chairman and Chief Executive Officer
(principal executive officer)
    
    June 30, 2011/s/ Derek J. Kerr

Derek J. Kerr
    
    Executive Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
    
    June 30, 2011/s/ Bruce R. Lakefield

Bruce R. Lakefield
    
    Vice Chairman and
Director
    
    June 30, 2011/s/ Herbert M. Baum

Herbert M. Baum
    
    Director
    
    June 30, 2011/s/ Matthew J. Hart

Matthew J. Hart
    
    Director
    
    June 30, 2011/s/ Richard C. Kraemer

Richard C. Kraemer
    
    Director
    
    June 30, 2011
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Signature
    
    Title
    
    Date/s/ Cheryl G. Krongard

Cheryl G. Krongard
    
    Director
    
    June 30, 2011/s/ Denise M. OLeary

Denise M. OLeary
    
    Director
    
    June 30, 2011/s/ George M. Philip

George M. Philip
    
    Director
    
    June 30, 2011/s/ J. Steven Whisler

J. Steven Whisler
    
    Director
    
    June 30, 2011
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EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit4.1
    
    US Airways Group, Inc. 2011 Incentive Award Plan.4.2
    
    Form of Annual Grant Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.3
    
    Form of Stock Appreciation Right (Cash-Settled) Award Grant Notice and Stock Appreciation
Right (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.4
    
    Form of Stock Appreciation Right (Stock-Settled) Award Grant Notice and Stock Appreciation
Right Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.5
    
    Form of Restricted Stock Unit (Cash-Settled) Award Grant Notice and Restricted
Stock Unit (Cash-Settled) Award Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.6
    
    Form of Restricted Stock Unit (Stock-Settled) Award Grant Notice and Restricted Stock Unit Award
Agreement under the US Airways Group, Inc. 2011 Incentive Award Plan.4.7
    
    Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.6 to US Airways Groups Automatic Shelf Registration
Statement on Form S-3 filed December 3, 2009) (Registration No.
333-163463).5.1
    
    Opinion of Latham & Watkins LLP.23.1
    
    Consent of Latham & Watkins LLP (included in Exhibit 5.1).23.2
    
    Consent of KPMG LLP, independent registered public accounting firm.24.1
    
    Power of attorney (included in the signature page to this
Registration Statement).