UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year end December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number: 1-8444
Supplemental Retirement Plan of Piedmont Aviation, Inc.
US Airways Group, Inc.
(Issuer of securities held pursuant to the plan noted above)
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 872-5306
(Registrant's Telephone Number)
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Financial Statements
and Supplemental Schedules
December 31, 1996 and 1995
(With Independent Auditors'
Report Thereon)
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Table of Contents
-----------------
Page
----
Independent Auditors' Report 1
Financial Statements
Statements of Net Assets Available for Plan
Benefits as of December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1996 and 1995 3
Notes to Financial Statements 4 - 12
Schedule I - Item 27a
Schedule of Assets Held for Investment Purposes
as of December 31, 1996 13 - 14
Schedule II - Item 27d
Schedule of Reportable Transactions for the year
ended December 31, 1996 15
Signature 16
Exhibit 23
Consent of Independent Auditors 17
Independent Auditors' Report
The Plan Administrator and Participants
Supplemental Retirement Plan of Piedmont Aviation, Inc.:
We have audited the accompanying statements of net assets available
for plan benefits of the Supplemental Retirement Plan of Piedmont
Aviation, Inc. (the "Plan") as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility 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, 1996 and 1995, 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, 1996 and
reportable transactions for the year ended December 31, 1996 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
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
Washington, D.C.
June 6, 1997
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
--------------------
1996 1995
---- ----
Assets
Investments:
At fair value:
Shares of registered investment
companies:
Fidelity Magellan Fund $ 7,261,121 $ 8,324,718
Fidelity Equity Income Fund 6,971,943 5,214,166
US Airways Common Stock Fund 3,603,225 1,544,333
Fidelity Spartan U.S. Equity
Index Portfolio 2,595,052 1,570,333
Capital Growth Mix Portfolio 1,850,571 1,269,519
Moderation Mix Portfolio 992,897 697,924
Fidelity Intermediate Bond Fund 883,864 1,035,584
Fidelity Retirement Government
Money Market Portfolio 861,462 603,000
Neuberger & Berman Guardian Fund 642,671 -
Income Mix Portfolio 69,484 26,584
---------- ----------
25,732,290 20,286,161
At contract value:
Fixed Income Fund 18,999,630 20,883,503
---------- ----------
Total investments 44,731,920 41,169,664
---------- ----------
Net assets available for plan benefits $ 44,731,920 $ 41,169,664
========== ==========
See accompanying Notes to Financial Statements.
2
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
Years ended December 31,
------------------------
1996 1995
---- ----
Additions to net assets attributable to:
Net appreciation in fair value of
investments $ 2,205,700 $ 4,215,108
Investment income 3,044,377 2,334,303
----------- -----------
Total additions 5,250,077 6,549,411
----------- -----------
Deductions from net assets attributable to:
Benefits paid to participants 1,687,821 1,795,807
----------- ----------
Total deductions 1,687,821 1,795,807
----------- ----------
Net increase 3,562,256 4,753,604
Net assets available for plan benefits:
Beginning of year 41,169,664 36,416,060
----------- -----------
End of year $ 44,731,920 $ 41,169,664
=========== ===========
See accompanying Notes to Financial Statements.
3
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
1. Description of Plan
The following description of the Supplemental Retirement Plan
of Piedmont Aviation, Inc. (the "Plan") is provided for
general informational purposes only. Participants should
refer to the Plan document for a more complete description of
the Plan's provisions.
(a) General
The Plan is a defined contribution plan intended to qualify
as a profit sharing plan under Section 401(a) of the Internal
Revenue Code ("IRC"), as amended. Certain former employees
of Piedmont Aviation, Inc. ("Piedmont") are covered by the
Plan. In November 1987, Piedmont Aviation, Inc. was acquired
by US Airways Group, Inc. (formerly USAir Group, Inc.). In
August 1989, Piedmont was merged into US Airways, Inc.
(formerly USAir, Inc.), a wholly owned subsidiary of US
Airways Group. As part of the merger, the Plan was frozen as
to additional contributions effective July 31, 1989, with the
exception of rollover contributions from the terminated
Piedmont Aviation, Inc. Pilot Variable Annuity Trust. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
US Airways, Inc. ("US Airways" or the "Company"), the plan
administrator, is responsible for the content and issuance of
the Plan's financial statements. US Airways Group, Inc. ("US
Airways Group") is the issuer of securities held pursuant to
the Plan.
(b) Vesting
Participants are fully vested in their contributions, plus
actual earnings thereon.
(c) Investment Options
US Airways selects the number and type of investment options
available. Fidelity Institutional Retirement Services
Company, the Plan's Recordkeeper, is responsible for
maintaining an account balance for each participant.
Fidelity Management Trust Company is the Plan Trustee.
The Recordkeeper values account balances daily. Each account
balance is based on the value of the underlying investments
in each account. Generally, participants may transfer
current account balances among investment options.
4
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
As of December 31, 1996, the Company offered eleven
investment options in the form of eight individual investment
options and three diversified portfolio mixes, which are pre-
selected combinations of mutual funds. The Neuberger &
Berman Guardian Fund was added as an investment option during
1996. The eleven options available to participants are as
follows:
Fidelity Magellan Fund - The Fund primarily invests in common
stocks and securities of both well-known and lesser known
companies with potentially above-average growth potential.
Securities may be of foreign, domestic and multinational
companies.
Fidelity Equity Income Fund - The Fund normally invests at
least 80% of its assets in income-producing common and
preferred stocks with the remaining 20% generally invested in
debt securities, like bonds.
US Airways Common Stock Fund - A fund comprised primarily of US
Airways Group, Inc.("Group") common stock purchased on the open
market or directly from Group at market prices. A small
percentage of the Fund is invested in short-term liquid
investments.
Fidelity Spartan U.S. Equity Index Portfolio - The Portfolio
seeks growth and income by matching the composition and total
return of the Standard & Poor's Daily Stock Price Index of 500
common stocks.
Capital Growth Mix Portfolio - A diversified portfolio mix
comprised of 80% equity securities and 20% fixed income
securities. The equity securities are invested 25% in the
Fidelity Equity Income Fund, approximately 19% in the Fidelity
OTC Portfolio, approximately 37% in the Fidelity Magellan Fund
and approximately 19% in the Fidelity Overseas Fund. The fixed
income securities are invested in the Fidelity Intermediate
Bond Fund.
Moderation Mix Portfolio - A diversified portfolio mix
comprised of 60% equity securities and 40% fixed income
securities. The equity securities are invested approximately
33% in the Fidelity Equity Income Fund, approximately 33% in
the Fidelity Spartan U.S. Equity Index Portfolio, 25% in the
Fidelity Magellan Fund and approximately 9% in the Fidelity
Overseas Fund. The fixed income securities are invested
approximately 38% in the Fidelity Short-Term Bond Fund and
approximately 62% in the Fidelity Intermediate Bond Fund.
5
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
Fidelity Intermediate Bond Fund - Investments are made
primarily in investment-grade fixed income securities,
including bonds, notes, mortgage securities, government and
government agency obligations and convertible securities. The
average maturity ranges from three to ten years.
Fidelity Retirement Government Money Market Portfolio -
Investments are made in obligations issued or guaranteed as to
principal and interest by the U.S. government, its agencies or
instrumentalities.
Neuberger and Berman Guardian Fund - The Fund primarily
invests in stocks of established, high-quality companies
considered to be undervalued.
Income Mix Portfolio - A diversified portfolio mix comprised of
20% equity securities and 80% fixed income securities. The
equity securities are invested 50% in the Fidelity Equity
Income Fund and 50% in the Fidelity Spartan U.S. Equity Index
Portfolio. The fixed income securities are invested
approximately 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.
Fixed Income Fund - 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 Fidelity Retirement
Government Money Market Portfolio, the Fidelity Intermediate
Bond Fund or the Income Mix Portfolio for a period of 90 days
because these funds are considered competitive by the insurance
industry.
(d) Participant Withdrawals
Upon approval by the plan administrator, a participant may
withdrawal his or her contributions from the account if it is
determined that the withdrawal is necessary to (i) alleviate
a financial hardship; (ii) reduce non-mortgage debt; or (iii)
make improvements to the participant's residence which are
determined by the plan administrator to be necessary.
6
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
(e) Payment of Benefits
Upon termination of service, a participant may elect to
receive one of the following: (i) a lump-sum equal to the
value of his/her account; (ii) to apply such amount to the
purchase of an immediate noncashable and nontransferable
contract from a legal reserve life insurance company
providing any one of several annuities (as elected by the
participant); or (iii) installment payments.
(f) Administrative Expenses
Certain administrative expenses of the Plan are paid by US
Airways.
2. Summary of Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
(b) Investment Valuation and Income Recognition
The assets of the US Airways Common Stock Fund, Capital
Growth Mix Portfolio, Moderation Mix Portfolio, Income Mix
Portfolio, and Fixed Income Fund are commingled with certain
assets of other defined contribution plans sponsored by US
Airways. The Plan's Recordkeeper separately identifies the
assets of each plan participant who has an interest in the
commingled funds.
Fair values for assets were determined by quoted market
values, when available. The Plan presents in its statement
of changes in net assets the net appreciation in the fair
value of its investments, which consists of realized gains or
losses and unrealized appreciation (depreciation) on those
investments. The Plan's investments in guaranteed investment
contracts ("GICs") are stated at contract value (See Note 4).
Purchases and sales of investments are recorded on a trade-
date basis.
7
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
The value of a participant's investment in the USAir Common
Stock Fund, is represented by units credited to the
participant's account. The unit values were determined by the
trustee. The units and unit values (rounded to the nearest
whole unit and cent) of the USAir Common Stock Fund as of the
close of each quarter during 1996 was as follows:
1996 Number of Units Unit Value
- ----------- --------------- ----------
March 31 49,815 $ 28.84
June 30 90,190 28.32
September 30 95,870 25.97
December 31 98,395 36.62
(c) Payment of Benefits
Benefits are recorded as deductions when paid.
(d) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
(this space intentionally left blank)
8
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC
Notes to Financial Statements
-----------------------------
(Continued)
3. Investment Activity
The following table represents the investment funds' activities for the years ended December 31, 1996 and 1995:
Fidelity Fidelity
Retirement Fidelity Fidelity Spartan
Fixed Government Fidelity Intermediate Equity U.S. Equity
Income Money Market Magellan Bond Income Index
Fund 1) Portfolio 1) Fund 1) Fund 1) Fund 1) Portfolio 1)
----------- ----------- ---------- ---------- ----------- ----------
Balance at December 31, 1994 $22,491,117* $ 502,021 $5,661,139* $1,064,048 $ 4,305,405* $ 870,223
Investment income 1,437,266 40,065 454,788 68,111 300,993 33,080
Net appreciation in fair value - - 1,581,271 61,219 961,588 301,503
Net exchanges between investment funds (1,865,419) 128,525 836,887 (108,415) (139,054) 440,374
Benefits paid to participants (1,179,461) (67,611) (209,367) (49,379) (214,766) (74,847)
----------- ----------- ---------- ---------- ----------- ----------
Net Change in Investment Funds (1,607,614) 100,979 2,663,579 (28,464) 908,761 700,110
----------- ----------- ---------- ---------- ----------- ----------
Balance at December 31, 1995 20,883,503* 603,000 8,324,718* 1,035,584 5,214,166* 1,570,333
Investment income 1,168,910 44,641 1,258,383 63,340 436,292 59,836
Net appreciation (depreciation)
in fair value - - (426,337) (31,103) 723,707 307,075
Net exchanges between investment funds (1,684,250) 269,813 (1,836,071) (153,748) 644,815 695,964
Benefits paid to participants (1,368,533) (55,992) (59,572) (30,209) (47,037) (38,156)
----------- ----------- ---------- ---------- ----------- ----------
Net Change in Investment Funds (1,883,873) 258,462 (1,063,597) (151,720) 1,757,777 1,024,719
----------- ----------- ---------- ---------- ----------- ----------
Balance at December 31, 1996 $18,999,630* $ 861,462 $7,261,121* $ 883,864 $ 6,971,943* $2,595,052*
=========== =========== ========== ========== =========== ==========
(table continued on next page)
9
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
US Airways Neuberger
Income Capital Moderation Common & Berman
Mix Growth Mix Mix Stock Guardian
Portfolio 1) Portfolio 1) Portfolio 1) Fund 1) Fund Total
---------- ----------- ------------ ----------- ----------- ------------
Balance at December 31, 1994 $ 100,150 $ 607,619 $ 317,966 $ 496,372 $ - $ 36,416,060
Investment income - - - - - 2,334,303
Net appreciation in fair value 4,408 201,667 100,684 1,002,768 - 4,215,108
Net exchanges between investment funds (77,974) 460,348 279,274 45,454 - -
Benefits paid to participants - (115) - (261) - (1,795,807)
---------- ----------- ------------ ----------- ------------ ------------
Net Change in Investment Funds (73,566) 661,900 379,958 1,047,961 - 4,753,604
---------- ----------- ------------ ----------- ----------- ------------
Balance at December 31, 1995 26,584 1,269,519 697,924 1,544,333 - 41,169,664
Investment income - - - - 12,975 3,044,377
Net appreciation (depreciation)
in fair value 4,686 209,297 112,269 1,264,176 41,930 2,205,700
Net exchanges between investment funds 38,214 371,755 270,556 795,186 587,766 -
Benefits paid to participants - - (87,852) (470) - (1,687,821)
---------- ----------- ----------- ----------- ----------- ------------
Net Change in Investment Funds 42,900 581,052 294,973 2,058,892 642,671 3,562,256
---------- ----------- ----------- ----------- ----------- ------------
Balance at December 31, 1996 $ 69,484 $ 1,850,571 $ 992,897 $ 3,603,225* $ 642,671 $ 44,731,920
========== =========== ============ =========== =========== ============
* Investment fund balance represents greater than five percent of net assets available for plan benefits.
1) Party in interest.
10
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
4. Investment Contracts with Insurance Companies
The Plan had an interest in a portfolio of GICs with certain
insurance companies of $18,999,630 and $20,883,503 at
December 31, 1996 and 1995, respectively. The GICs are
benefit responsive because they provide reasonable access by
Plan participants to invested funds. Therefore, in
accordance with the American Institute of Certified Public
Accountant's Statement of Position 94-4, the interest in
these contracts is disclosed in the financial statements at
contract value which equals contributions made, plus accrued
interest at the specified rate, less plan withdrawals and
administrative expenses. The portfolio's contract value at
December 31, 1996 and 1995 was $79,111,397 and $73,426,290.
The average portfolio crediting interest rate was
approximately 5.8% and 5.7% at December 31, 1996 and 1995,
respectively. The portfolio average yield was approximately
6.1% and 6.5% for the years ended December 31, 1996 and 1995,
respectively.
For GICs with variable rates (approximately 33% of the
portfolio, as measured by contract values), crediting rates
are reset either quarterly or bi-annually. Crediting rates
are determined based upon the yields to maturity of the
underlying assets, net of certain origination fees.
No valuation reserves were recognized related to the
portfolio as all insurance companies in the portfolio had
received an investment grade rating from nationally
recognized rating agencies as of December 31, 1996 and 1995.
The fair value of the portfolio was $79,347,056 and
$74,818,203 at December 31, 1996 and 1995.
5. Plan Termination
Although it has not expressed any intent to do so, the
Company reserves the right to terminate the Plan at any time.
Upon termination, US Airways shall provide for the assets
under the Plan to be distributed in the forms of payment
available under the Plan to the participants, beneficiaries
or other successors in interest, the balance of their account
at the time of termination.
(this space intentionally left blank)
11
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
6. 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,
-------------------
1996 1995
---- ----
Net assets available for plan
benefits per the financial
statements $44,731,920 $41,169,664
Amounts allocated to withdrawing
participants (58,840) (58,935)
----------- -----------
Net assets available for plan
benefits per the Form 5500 $44,673,080 $41,110,729
=========== ===========
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year Ended
December 31, 1996
-----------------
Benefits paid to participants per the
financial statements $1,687,821
Add: Amounts allocated to withdrawing
participants at December 31, 1996 58,840
Less: Amounts allocated to withdrawing
participants at December 31, 1995 (58,935)
---------
Benefits paid to participants per the
Form 5500 $1,687,726
=========
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.
7. Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated July 22, 1995, that the Plan and
related trust are designed in accordance with applicable
sections of the IRC.
12
SUPPLEMENTAL RETIREMENT PLAN OF Schedule I
PIEDMONT AVIATION, INC. Page 1 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
December 31, 1996
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
Fidelity Magellan Fund* Shares in registered $ 6,514,558 $ 7,261,121
investment company
Fidelity Equity Shares in registered 5,494,818 6,971,943
Income Fund* investment company
US Airways Common Stock Fund* Common stock of employer's 2,761,493 3,603,225
parent company, US Airways
Group, Inc., and short-
term investments
Fidelity Spartan U.S. Shares in registered 2,044,293 2,595,052
Equity Index Portfolio* investment company
Capital Growth Mix Shares in registered 1,479,737 1,850,571
Portfolio* investment companies
Moderation Mix Portfolio* Shares in registered 812,057 992,897
investment companies
Fidelity Intermediate Shares in registered 920,155 883,864
Bond Fund* investment company
Fidelity Retirement Shares in money 861,462 861,462
Government Money market fund
Market Portfolio*
(continued on next page)
13
SUPPLEMENTAL RETIREMENT PLAN OF Schedule I
PIEDMONT AVIATION, INC. Page 2 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
(Continued)
December 31, 1996
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
Neuberger & Berman Shares in registered $ 598,155 $ 642,671
Guardian Fund investment companies
Income Mix Portfolio* Shares in registered 62,035 69,484
investment companies
Fixed Income Fund* Guaranteed Investment 18,999,630 18,999,630
contracts, interest rates
range from 4.05% to 8.28%
per annum
------------ ------------
Total Investments $ 40,548,393 $ 44,731,920
============ ============
*Party in interest.
14
SUPPLEMENTAL RETIREMENT PLAN OF Schedule II
PIEDMONT AVIATION, INC.
Item 27d - Schedule of Reportable Transactions
----------------------------------------------
Year Ended December 31, 1996
Aggregate transactions during the year ended December 31, 1996, with securities of the same issue,
accounting for greater than five percent of the value of plan assets at the beginning of the period
were as follows:
Total Number of Total Number Realized
Purchases Purchases Sales of Sales Gain
--------- --------- --------- -------- ----------
Fidelity Magellan Fund* $ 2,210,338 156 $ 2,847,597 135 $ 187,851
Fidelity Equity 1,917,744 122 883,673 72 111,785
Income Fund*
US Airways Common Stock 4,816,309 146 4,021,593 73 385,671
Fund*
Fidelity Spartan U.S. 2,225,353 131 1,507,710 55 36,885
Equity Index Portfolio*
Capital Growth Mix 1,272,185 39 900,430 20 37,064
Portfolio*
Fidelity Retirement 4,672,880 131 4,414,418 105 -
Government Money
Market Fund*
Fixed Income Fund* 1,650,760 61 3,534,633 54 -
*Party in interest.
15
Signature
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.
Supplemental Retirement Plan
of Piedmont Aviation, Inc.
By: /s/ James A. Hultquist
----------------------
James A. Hultquist
Controller
US Airways Group, Inc.
June 30, 1997
16