US Airways: Unregistered Sale of Equity Securities

US Airways Group, Inc. (the “Company”) entered into an exchange agreement, dated as of June 14, 2013, with a holder of $46,109,000 principal amount of the Company’s 7.25% Convertible Senior Notes due 2014 (the “Notes”) pursuant to which the Notes were retired. In connection with this transaction, the Company agreed to issue 10,089,497 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). The transaction contemplated by the exchange agreement closed on June 19, 2013.

The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) of the Securities Act, on the basis that the exchange constituted an exchange with an existing holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

This current report on Form 8-K does not constitute an offer to exchange the Notes or other securities of the Company for Common Stock or other securities of the Company.