=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
(Commission file number: 1-8444)
USAir, Inc. Employee Savings Plan
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
=================================================================
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements
and Supplemental Schedules
December 31, 1994 and 1993
(With Independent Auditors'
Report Thereon)
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Table of Contents
-----------------
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available
for Plan Benefits for the year ended
December 31, 1994 and 1993 3
Notes to Financial Statements 4-13
Schedule I - Item 27a
Schedule of Assets Held for Investment Purposes
as of December 31, 1994 14-15
Schedule II - Item 27d
Schedule of Reportable Transactions for the
year ended December 31, 1994 16
Signature 17
Consent of the Independent Auditors 18
Independent Auditors' Report
The Plan Administrator and Participants
USAir Inc. Employee Savings Plan:
We have audited the accompanying statements of net assets available
for plan benefits of the USAir, Inc. Employee Savings Plan (the
"Plan") as of December 31, 1994 and 1993, and the related state-
ments of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibili-
ty of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1994 and 1993, and the
changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes as of December 31, 1994 and
reportable transactions for the year ended December 31, 1994 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supplemen-
tary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG Peat Marwick LLP
June 16, 1995
1
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
1994 1993
---- ----
Assets:
Investments, at fair value:
Fidelity Retirement Government
Money Market Fund $ 13,201,723 $ 10,246,736
Fidelity Magellan Fund 63,197,753 47,219,647
Fidelity Intermediate
Bond Fund 12,590,760 9,692,261
Fidelity Equity Income Fund 25,201,519 19,424,073
Fidelity U.S. Equity Index
Fund 9,619,797 6,955,425
USAir Common Stock Fund 2,113,113 1,404,284
Income Mix Fund 91,740 -
Capital Growth Fund 2,502,587 -
Moderation Mix Fund 653,112 -
----------- -----------
129,172,104 94,942,426
Fixed Income Fund, at
contract value 14,518,568 10,728,484
Participant loans receivable 4,452,036 2,610,488
----------- -----------
Total investments 148,142,708 108,281,398
Receivables:
Participant contributions - 11,524
Employer contributions 266 3,642
----------- -----------
Total assets 148,142,974 108,296,564
Liabilities:
Accrued administrative expenses 9,674 5,680
----------- -----------
Net assets available for
plan benefits $148,133,300 $108,290,884
=========== ===========
See accompanying notes to financial statements.
2
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
Years ended December 31,
1994 1993
---- ----
Additions to net assets
attributable to:
Net appreciation (depreciation)
in fair value of investments $ (7,910,372) $ 5,389,693
Investment income 6,583,875 6,076,440
Interest income on participant
loans 232,886 126,069
Participant contributions 33,926,459 30,634,045
Employer contributions 10,865,127 10,254,450
Rollover contributions 279,282 264,035
Transfers from other plans 9,474 19,848
----------- -----------
Total additions 43,986,731 52,764,580
Deductions from net assets
attributable to:
Benefits paid to participants 4,601,997 1,048,615
Administrative expenses 32,358 17,842
----------- ----------
Total deductions 4,634,355 1,066,457
----------- ----------
Net increase in net assets
available for plan benefits 39,352,376 51,698,123
Net assets available for plan benefits:
Beginning of year 108,290,884 -
Transfer from the USAir, Inc.
401(k) Savings Plan 490,040 56,592,761
----------- -----------
End of year $148,133,300 $108,290,884
=========== ===========
See accompanying notes to financial statements.
3
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
December 31, 1994 and 1993
(1) Description of Plan
The following brief description of the USAir, Inc. Employee
Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document
for more complete information.
(a) General
The Plan is a defined contribution plan intended to be a
qualified cash or deferred arrangement under Section
401(k) of the Internal Revenue Code, as amended (the
"Code") and to qualify under Section 401(a). The Plan
was established on January 1, 1993 for certain employees
of USAir, Inc. ("USAir" or the "Company"). All non-
contract and certain union employees who are at least 18
years of age, have completed 90 days of service and are
not covered by another 401(k) plan sponsored by USAir,
except for those individuals not covered by the United
States income tax laws, are eligible to participate in
the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Act of 1974 ("ERISA").
(b) Plan Contributions
USAir employees electing to participate in the Plan make
contributions to the Plan via payroll deductions. The
amount of contribution that may be made by a participant
to the Plan shall be a whole percentage of not less than
one percent nor more than 13 percent of a participant's
compensation. Compensation includes base pay, overtime,
bonuses, shift premiums and shift differentials, up to
the Section 401(a)(17) limit of the Internal Revenue
Code. The statutory limit for pre-tax contributions was
$9,240 for 1994 and $8,994 for 1993.
The Company will make a matching contribution to the Plan
in an amount equal to 50% of a participant's contribution
up to a limit of two percent of his/her compensation.
The Company will also make a profit-sharing contribution
to the Plan on behalf of each participant in an amount
equal to a certain percentage based on the pre-tax profit
margin of USAir Group, Inc. No profit-sharing contribu-
tions were made during the years ended December 31, 1994
and 1993.
4
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(c) Vesting
Employer contributions are 100% vested after the par-
ticipant has completed two years of service; all other
contributions are fully vested at all times.
(d) Investment Options
The Company selects the number and type of investment
options available. The investment options are held and
administered as separate, common funds by Fidelity
Investments.
Each participant elects the percentage, in increments of
five percent, in which his/her account balance is
invested in the various investment funds. The partici-
pant may transfer his/her investments from one investment
fund to another investment fund.
A separate account is established and maintained in the
name of each participant and reflects the participant's
contributions invested in, and the earnings and losses
attributed to, each investment fund less certain in-
vestment related administrative expenses. Participants
are allocated a share of each fund's net investment
earnings based upon their account balance as a percentage
of the total fund balance. Net investment earnings are
allocated to participants.
Participants can invest their account balance and/or
future contributions in any combination of seven individ-
ual investment options or three Diversified Portfolio
Mixes, which are pre-selected combinations of mutual
funds. The ten investment options are:
Money Market - A fund comprised of investments in
Fidelity Retirement Government Money
Market Portfolio. Investments are
made in high-quality money market
instruments offered primarily by
U.S. and foreign corporations.
5
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Fixed Income - This Fixed Income Fund buys high-
quality investment contracts, a type
of investment product offered to
retirement and savings plans by
insurance companies, banks, and
other financial institutions. Money
transferred out of the Fixed Income
Fund cannot be invested in the Fi-
delity Retirement Government Money
Market Portfolio, the Fidelity In-
termediate Bond Fund and the Income
Mix for a period of 90 days because
these funds are considered competi-
tive by the insurance industry.
Bond - A fund comprised of investments in
Fidelity Intermediate Bond Fund.
Investments are made primarily in
investment-grade fixed income secu-
rities, including bonds, notes,
mortgage securities, government and
government agency obligations and
convertible securities. The average
maturity ranges from three to ten
years.
Equity Index - A fund comprised of investments in
the Fidelity U.S. Equity Index Port-
folio. The Portfolio seeks growth
and income by matching the composi-
tion and total return of the Stan-
dard & Poor's Daily Stock Price
Index of 500 common stocks.
Equity Income - A fund comprised of investments in
the Fidelity Equity Income Fund.
The Fund normally invests at least
80% of its assets in income-produc-
ing common and preferred stocks with
the remaining 20% generally invested
in debt securities, like bonds.
Magellan - A fund comprised of investments in
the Fidelity Magellan Fund. The
Fund primarily invests in common
stocks and securities convertible to
common stocks.
6
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Stock - A fund comprised primarily of USAir
Group, Inc. common stock purchased
on the open market or directly from
the Company at market prices. A
small percentage of the Fund is
invested in short-term liquid in-
vestments.
Income Mix - A diversified portfolio mix com-
prised of 20% equity securities and
80% fixed income securities. The
20% equity securities are invested
50% in the Fidelity Equity Income
Fund and 50% in the Fidelity U.S.
Equity Index Portfolio. The fixed
income securities are invested ap-
proximately 19% in the Fidelity
Retirement Government Money Market
Portfolio, approximately 44% in the
Fidelity Short-Term Bond Fund and
approximately 37% in the Fidelity
Intermediate Bond Fund.
Moderation Mix - A diversified portfolio mix com-
prised of 60% equity securities and
40% fixed income securities. The
60% equity securities are invested
approximately 33% in the Fidelity
Equity Income Fund, approximately
33% in the Fidelity U.S. Equity
Index Portfolio, 25% in the Fidelity
Magellan Fund and approximately 9%
in the Fidelity Overseas Fund. The
40% fixed income securities are
invested approximately 38% in the
Fidelity Short-Term Bond Fund and
approximately 62% in the Fidelity
Intermediate Bond Fund.
Capital Growth
Mix - A diversified portfolio mix com-
prised of 80% equity securities and
20% fixed income securities. The
80% equity securities are invested
25% in the Fidelity Equity Income
7
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Fund, approximately 19% in the Fi-
delity OTC Portfolio, approximately
37% in the Fidelity Magellan Fund
and approximately 19% in the Fideli-
ty Overseas Fund. The 20% fixed
income securities are invested in
the Fidelity Intermediate Bond Fund.
(e) Loans and Hardship Withdrawals
All participants can borrow against their contributions
to their account but may have only one loan outstanding
at a given point in time. Loans are to be repaid, with
interest, within five years unless the loan is used by
the participant to acquire a principal residence. Loans
are limited to the lesser of $50,000 (reduced by the
highest outstanding loan balance from the Plan or any
other plan maintained by the Company during the preceding
twelve month period) or 50 percent of the participant's
separate account balance as of the date of the loan.
Upon approval from the Company, a participant may
withdraw his or her contributions from the account if it
is determined that the withdrawal is necessary to meet an
immediate and heavy financial need of the participant
under the deemed hardship standards set forth in the
Plan.
(f) Distributions
Distribution to a participant or beneficiary is made as
soon as reasonably practicable after the participant's
separation from service with the Company due to death,
disability, retirement, or other termination of employ-
ment. If the participant's account balance is greater
than $3,500, the distribution can be deferred until age
70-1/2. The normal form of benefit payment is 50 percent
joint and survivor annuity if married and life annuity if
single. Other options include ten year certain and
continuous, 66-2/3% Joint and Survivor Annuity, 100%
Joint and Survivor Annuity, and lump sum. If the
participant or beneficiary's account balance is less than
$3,500, a lump sum distribution is automatic upon
separation.
8
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(g) Forfeitures
Forfeitures of terminated participants' non-vested
accounts are applied against future employer contribu-
tions.
(h) Administrative Expenses
Most administrative expenses of the Plan are paid by
USAir, Inc.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared
on an accrual basis and present the net assets available
for plan benefits and changes in those net assets.
Certain 1993 amounts have been reclassified to conform
with current year presentation.
(b) Investments
The assets of the Plan are maintained in a master trust
with the assets of other defined contribution plans
sponsored by USAir. The investment assets of each plan
constitute individual master trust investment accounts.
Form 5500 instructions provide that plan assets held in
this type of arrangement need not be presented as
investments in a master trust. As a result, investment
assets are classified by type of asset in these financial
statements and a master trust filing is not required.
The trustee, Fidelity Management Trust Company, maintains
the master trust under the terms of an agreement with the
Plan. The Plan's share of assets and changes in its
share of the master trust have been reported to the Plan
by the trustee as having been determined through the use
of fair values of all assets. Fair values for assets
were determined by quoted market values, when available.
The Plan presents in the statement of changes in net
assets the net appreciation (depreciation) in the fair
value of its investments which consists of the realized
gains or losses and the unrealized appreciation (depreci-
ation) on those investments. The USAir Fixed Income Fund
represents the Plan's investments in guaranteed invest-
ment contracts ("GICs"). Such investments are stated at
contract value. Purchases and sales of investments are
recorded on a trade-date basis.
9
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(3) Investment Activity
The following table presents the cash basis investment funds' activities, for the years ended December 31,
1994 and 1993:
Fidelity
Fixed Retirement Fidelity Fidelity Fidelity Fidelity U.S.
Income Government Magellan Intermediate Equity Equity Index
Fund Money Market Fund Bond Fund Income Fund Fund
---------- ------------ ----------- ----------- ----------- ------------
Balance at 12/31/92 $ - $ - $ - $ - $ - $ -
---------- ---------- ----------- ---------- ---------- ----------
Transfer from USAir, Inc.
401(k) Savings Plan 6,843,206 7,024,752 22,705,571 4,734,769 10,001,963 3,299,537
Investment income 571,910 241,242 3,863,887 564,695 611,886 222,820
Net appreciation (deprecia-
tion) in fair value - - 3,066,271 164,545 2,067,995 252,972
Interest income on
participant loans - - - - - -
Contributions 3,688,198 4,337,771 17,284,348 4,768,132 6,744,937 3,665,648
Net exchanges between
investment funds (271,913) (1,144,355) 689,228 (443,989) 170,808 (443,643)
Administrative expenses (4,744) (219) (5,785) (190) (301) (17)
Benefits paid to
participants (99,887) (212,469) (399,572) (96,416) (174,873) (41,911)
Transfers from other plans 1,714 14 15,699 715 1,658 19
---------- ---------- ----------- ---------- ---------- ----------
Net change in investment
funds 10,728,484 10,246,736 47,219,647 9,692,261 19,424,073 6,955,425
---------- ---------- ----------- ---------- ----------- ----------
Balance at 12/31/93 10,784,484 1) 10,246,736 1) 47,219,647 1) 9,692,261 1) 19,424,073 1) 6,955,425
---------- ---------- ----------- ---------- ----------- ----------
Investment income 791,864 454,580 2,073,216 785,032 2,213,213 265,970
Net appreciation (deprecia-
tion) in fair value - - (3,168,385) (982,423) (2,212,542) (162,188)
Interest income on
participant loans - - - - - -
Contributions 3,466,473 4,110,007 20,697,320 4,427,171 7,314,136 3,431,536
Net exchanges between
investment funds 106,065 (1,124,248) (2,043,656) (908,635) (824,813) (672,216)
Administrative expenses (9,818) (634) (14,622) (278) (543) (29)
Benefits paid to
participants (591,957) (526,386) (1,781,554) (482,430) (791,629) (251,633)
Transfers from other plans 27,457 41,668 215,787 60,062 79,624 52,932
---------- ---------- ----------- ---------- ---------- ----------
Net change in investment
funds 3,790,084 2,954,987 15,978,106 2,898,499 5,777,446 2,664,372
---------- ---------- ----------- ---------- ---------- ----------
Balance at 12/31/94 $14,518,568 1) $13,201,723 1) $ 63,197,753 1) $12,590,760 1) $25,201,519 1) $ 9,619,797
========== ========== =========== ========== ========== ==========
1) Investment fund balance represents greater than five percent of net assets available for plan benefits.
Note: Certain 1993 amounts have been reclassified to conform with 1994 classifications.
(table continued on following page)
10
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(3) Investment Activity (Continued)
Capital USAir
Income Mix Growth Moderation Common Loan
Fund Mix Fund Mix Fund Stock Fund Fund Total
---------- ----------- ---------- ---------- ---------- -----------
Balance at 12/31/92 $ - $ - $ - $ - $ - $ -
---------- ---------- ----------- ---------- ---------- ----------
Transfer to USAir Employee
Savings Plan - - - 788,365 1,194,598 56,592,761
Investment income - - - - - 6,076,440
Net appreciation (deprecia-
tion) in fair value - - - (162,090) - 5,389,693
Interest income on
participant loans - - - - 126,069 126,069
Contributions - - - 648,330 - 41,137,364
Net exchanges between
investment funds - - - 139,267 1,304,597 -
Administrative expenses - - - (906) - (12,162)
Benefits paid to
participants - - - (8,711) (14,776) (1,048,615)
Transfers from other plans - - - 29 - 19,848
---------- ---------- ----------- ---------- ----------- -----------
Net change in investment
funds - - - 1,404,284 2,610,488 108,281,398
---------- ---------- ----------- ---------- ----------- -----------
Balance at 12/31/93 - - - 1,404,284 2,610,488 108,281,398
---------- ---------- ----------- ---------- ----------- -----------
Investment income - - - - - 6,583,875
Net appreciation (deprecia-
tion) in fair value (81) 3,414 (406) (1,387,761) - (7,910,372)
Interest income on
participant loans - - - - 232,886 232,886
Contributions 30,873 759,263 235,430 613,559 - 45,085,768
Net exchanges between
investment funds 60,962 1,749,689 417,553 1,515,374 1,723,925 -
Administrative expenses (14) (312) (29) (2,085) - (28,364)
Benefits paid to
participants - (11,099) (955) (39,617) (124,737) (4,601,997)
Transfers from other plans - 1,632 1,519 9,359 9,474 499,514
---------- ---------- ----------- ---------- ---------- ------------
Net change in investment
funds 91,740 2,502,587 653,112 708,829 1,841,548 39,861,310
---------- ---------- ----------- ---------- ---------- ------------
Balance at 12/31/94 $ 91,740 $ 2,502,587 $ 653,112 $ 2,113,113 $ 4,452,036 $148,142,708
========== ========== =========== ========== ========== ===========
1) Investment fund balance represents greater than five percent of net assets available for plan benefits.
Note: Certain 1993 amounts have been reclassified to conform with 1994 classifications.
11
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(4) Concentration of Credit Risk
The Plan's assets include certain investments in GICs. The
issuers of the GICs are all insurance companies. The Plan's
ultimate realization of amounts invested in GICs is dependent
on the continued financial stability of the insurance compa-
nies that are issuers of the GICs. The Plan's beneficial
interest in amounts invested in GICs at December 31, 1994 and
1993 was $14,518,568 and $10,728,484, respectively.
(5) Transfer from the 401(k) Plan
The Company also sponsors the USAir, Inc. 401(k) Savings Plan
(the 401(k) Plan). Prior to 1993, all employees were eligible
to participate in the 401(k) Plan. Effective January 1, 1993,
the balances of all non-contract and certain union employees
previously participating in the 401(k) Plan were transferred
into the Plan, including loans receivable. Effective Au-
gust 1, 1994 the assets and liabilities related to the flight
simulator engineers were transferred into the Plan from the
USAir, Inc. 401(k) Savings Plan.
(6) Federal Tax Status
The Plan Administrator has requested, but has not yet received
from the Internal Revenue Service, an original letter of
determination. However, the Plan Administrator and its legal
counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements
of the Code.
(7) Plan Termination
The Company reserves the right to terminate the Plan at any
time. Upon termination of the Plan, the following actions
shall be taken for the benefit of participants:
(a) As of the termination date, each investment fund shall be
valued. In determining the net worth of the investment
funds there shall be included as a liability such amounts
as shall be necessary to pay all expenses in connection
with the termination of the investment funds and the
liquidation and distribution of the property of the
funds, as well as other expenses, whether or not accrued,
and shall include as an asset all accrued income.
(b) All participant accounts must be disposed of in normal
form of payment, unless the participant's spouse consents
to other form of distribution.
12
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(8) Plan Amendment
Effective January 1, 1994, the Plan was amended and restated
to comply with changes in the Code. The disclosures in note 1
include the effects of the changes.
(9) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for
plan benefits per the financial statements to the Form 5500:
December 31,
----------------------------
1994 1993
---- ----
Net assets available for
plan benefits per the
financial statements $148,133,300 $108,290,884
Amounts allocated to
withdrawing participants (1,167,168) (28,256)
----------- -----------
Net assets available for
benefits per the Form 5500 $146,966,132 $108,262,628
=========== ===========
The following is a reconciliation of benefits paid to par-
ticipants per the financial statements to the Form 5500:
Year ended
December 31, 1994
-----------------
Benefits paid to participants per the
financial statements $4,601,997
Add: Amounts allocated to withdrawing
participants at December 31, 1994 1,167,168
Less: Amounts allocated to withdrawing
participants at December 31, 1993 (28,256)
---------
Benefits paid to participants per the
Form 5500 $5,740,909
=========
Amounts allocated to withdrawing participants are recorded on
the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not yet paid as
of that date.
13
USAIR, INC. Schedule I
EMPLOYEE SAVINGS PLAN Page 1 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
December 31, 1994
Identity of Issue Description of Investment Cost Current Value
- ----------------- ------------------------- ---- -------------
Fixed Income Fund Guaranteed investment $ 14,518,568 $ 14,518,568
contract, interest rates
range from 5.07 percent
to 8.80 percent per annum
Fidelity Retirement Money market fund 13,201,723 13,201,723
Government Money
Market Fund
Fidelity Magellan Shares in registered 63,306,568 63,197,753
Fund investment companies
Fidelity Intermediate Shares in registered 13,283,469 12,590,760
Bond Fund investment companies
Fidelity Equity Shares in registered 24,647,578 25,201,519
Income Fund investment companies
Fidelity U.S. Equity Shares in registered 9,243,840 9,619,797
Index Fund investment companies
Income Mix Fund Shares in registered 91,829 91,740
investment companies
14
USAIR, INC. Schedule I
EMPLOYEE SAVINGS PLAN Page 2 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
(Continued)
December 31, 1994
Identity of Issue Description of Investment Cost Current Value
- ----------------- ------------------------- ---- -------------
Capital Growth Mix Shares in registered $ 2,499,609 $ 2,502,587
Fund investment companies
Moderation Mix Shares in registered 654,070 653,112
investment companies
USAir Common Stock Common stock of employer's 3,510,477 2,113,113
Fund* parent company, USAir Group,
Inc.
Participant loans Interest rates range - 4,452,036
from seven percent to
9.5 percent per annum
----------- -----------
Total investments $144,957,731 $148,142,708
=========== ===========
* Party in interest.
15
Schedule II
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
----------------------------------------------
Year ended December 31, 1994
Aggregate transactions during the year ended December 31, 1994, with securities of the same
issue, accounting for five percent of the value of plan assets at the beginning of the year
were as follows:
<CAPITON>
Number Number
Total of of Realized
Purchases Purchases Total Sales Sales Gain (Loss)
--------- --------- ----------- ----- ----------
Fixed Income Fund $ 5,482,872 192 $1,692,789 105 $ -
Fidelity Retirement
Government Money
Market Fund 8,309,971 248 3,354,985 244 -
Fidelity Magellan
Fund 26,675,419 251 7,528,927 236 74,245
Fidelity Intermediate
Bond Fund 5,633,899 245 1,752,975 224 (61,525)
Fidelity Equity
Income Fund 10,874,398 246 2,884,411 226 243,273
16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
their behalf by the undersigned thereunto duly authorized.
USAir, Inc.
Employee Savings Plan
By: /s/Ann Greer-Rector
_____________________________
Ann Greer-Rector
Vice President and Controller
of USAir Group, Inc. and
USAir, Inc.
July 10, 1995
17