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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, 1993
(Commission file number: 1-8444)
Supplemental Retirement Plan of
Piedmont Aviaton, Inc.
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
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<PAGE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Financial Statements
and Supplemental Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Table of Contents
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992 2
Statements of Changes in Net Assets Available for
Benefits for the years ended
December 31, 1993 and 1992 3
Notes to Financial Statements 4-9
Schedule I - Item 27a
Schedule of Assets Held For Investment Purposes
as of December 31, 1993 10
Schedule II - Item 27d
Schedule of Reportable Transactions for the
year ended December 31, 1993 11
<PAGE>
Independent Auditors' Report
The Plan Administrator and Participants
Supplemental Retirement Plan of
Piedmont Aviation, Inc.:
We have audited the accompanying statements of net assets avail-
able for plan benefits of the Supplemental Retirement Plan of
Piedmont Aviation, Inc. (the Plan) as of December 31, 1993 and
1992, and the related statements of changes in net assets avail-
able 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 avail-
able for plan benefits of the Plan as of December 31, 1993 and
1992, 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 sched-
ules of assets held for investment purposes as of December 31,
1993 and reportable transactions for the year ended December 31,
1993 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 supplemen-
tal 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.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Washington, D. C.
June 3, 1994
1
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN
OF PIEDMONT AVIATION, INC.
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Assets:
Investments, at fair value:
Fidelity Retirement Government
Money Market Fund $ 340,858 $ -
Fidelity Magellan Fund 6,074,112 -
Fidelity Intermediate Bond Fund 1,373,689 -
Fidelity Equity Income Fund 4,761,205 -
Fidelity U.S. Equity Index Fund 1,091,250 -
USAir Common Stock Fund 601,634 -
Pooled separate account - short-
term investment fund 6,650 6,469
----------- -----------
14,249,398 6,469
Investments, at contract value:
USAir Guaranteed Investment Fund 23,588,072 19,252,920
Supplemental Retirement Plan
Guaranteed Investment Fund - 17,289,860
----------- -----------
23,588,072 36,542,780
----------- -----------
Net assets available for plan
benefits $ 37,837,470 $ 36,549,249
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Statements of Changes in Net Assets Available for Benefits
----------------------------------------------------------
Years ended December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Additions:
Net appreciation in fair value
of investments $ 812,011 $ -
Investment income 2,411,690 2,757,977
Interest income from pooled
separate account 181 11,944
---------- ----------
Total additions 3,223,882 2,769,921
Deductions:
Benefits paid to participants 1,935,661 1,567,818
Administrative expenses - 631
---------- ----------
Total deductions 1,935,661 1,568,449
Increase in net assets available
for benefits 1,288,221 1,201,472
Net assets available for benefits:
Beginning of year 36,549,249 35,347,777
---------- ----------
End of year $37,837,470 $36,549,249
========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
December 31, 1993 and 1992
(1) Description of Plan
The following brief description of the Supplemental Retire-
ment Plan of Piedmont Aviation, Inc. (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 covering all
former employees of Piedmont Aviation, Inc. (Piedmont).
In November 1987, Piedmont Aviation, Inc. was acquired
by USAir Group, Inc. (Group). Group merged Piedmont
into USAir, Inc. (USAir or the Company), a wholly-owned
subsidiary of Group, in August 1989. As part of the
merger, the Plan was frozen as to additional contribu-
tions 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 (ERISA).
(b) Vesting
Participants are fully vested in their account at all
times. Adjustments to each account for interest,
distributions, etc. are made at the end of each month.
(c) 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 invest-
ment fund to another.
4
<PAGE>
A separate account is established and maintained in the
name of each participant and reflects the participants'
balance invested in, and the earnings and losses at-
tributed to, each investment fund. Participants are
allocated a share of each fund's net investment earn-
ings based upon their account balance as a percentage
of the total fund balance. Net investment earnings are
allocated to participants.
(d) Distributions
On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of
his or her account or to apply such amount to the
purchase of an immediate noncashable and nontransfer-
able contract from a legal reserve life insurance
company providing any one of several annuities (as
elected by the participant).
(e) Administrative Expenses
Substantially all of the administrative expenses of the
Plan are paid by USAir.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been pre-
pared on an accrual basis and present the net assets
available for pension benefits and changes in those net
assets.
Certain amounts in the 1992 financial statements have
been reclassified to conform with the current year's
presentation.
(b) Investments
Most of the assets of the Plan are maintained in a
master trust arrangement 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 instruc-
tions 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 state-
ments and a master trust filing is not required.
5
<PAGE>
The trustee, Fidelity Management Trust Company, main-
tains 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's investments in
guaranteed investment contracts (GICs) are stated at
contract value. The Plan presents in the statement of
changes in net assets the net appreciation (deprecia-
tion) in the fair value of its investments which con-
sists of the realized gains or losses and the unreal-
ized appreciation (depreciation) on those investments.
Purchases and sales of investments are recorded on a
trade-date basis.
The Plan's investments in a pooled separate account are
carried at fair value as determined by Aetna Life
Insurance Company (Aetna).
[This space left blank intentionally]
6
<PAGE>
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(continued)
(3) Investment Activity
The following table presents the cash basis investment funds'
activities, for the years ended December 31, 1993 and 1992:
<CAPTION>
Fidelity
Retirement Fidelity Fidelity
USAir SRP Government Magellan Intermediate
GIC GIC Money Market Fund Bond Fund
----------- ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1991 $17,850,027 $17,610,373 $ - $ - $ -
---------- ---------- ------- --------- ---------
Investment income 1,370,416 1,387,562 - - -
Net exchanges between
investment funds 896,655 (896,655) - - -
Benefits paid to
participants (864,178) (811,420) - - -
---------- ---------- ------- --------- ---------
Net change in investment
funds 1,402,893 (320,513) - - -
---------- ---------- ------- --------- ---------
Balance, December 31, 1992 19,252,920 1) 17,289,860 1) - - -
---------- ---------- ------- --------- ---------
Investment income 1,589,802 45,951 10,521 499,625 93,672
Net appreciation
(depreciation) in
fair value - - - 373,029 28,581
Net exchanges between
investment funds 4,468,190 (17,327,977) 330,337 5,209,734 1,320,225
Benefits paid to
participants (1,722,840) (7,834) - (8,276) (68,789)
---------- ---------- ------- --------- ---------
Net change in investment
funds 4,335,152 (17,289,860) 340,858 6,074,112 1,373,689
---------- ---------- ------- --------- ---------
Balance December 31, 1993 $23,588,072 1)$ - $340,858 $6,074,112 1)$1,373,689
========== ========== ======= ========= =========
<CAPTION>
Fidelity Fidelity U.S. USAir
Equity Equity Index Common
Income Fund Fund Stock Fund Total
----------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1991 $ - $ - $ - $35,460,400
--------- --------- ------- ----------
Investment income - - - 2,757,978
Net exchanges between
investment funds - - - -
Benefits paid to
participants - - - (1,675,598)
--------- --------- ------- ----------
Net change in investment
funds - - - 1,082,380
--------- --------- ------- ----------
Balance, December 31, 1992 - - - 36,542,780
--------- --------- ------- ----------
Investment income 135,349 36,770 - 2,411,690
Net appreciation
(depreciation) in
fair value 501,270 37,724 (128,593) 812,011
Net exchanges between
investment funds 4,216,957 1,045,606 736,928 -
Benefits paid to
participants (92,371) (28,850) (6,701) (1,935,661)
--------- --------- ------- ----------
Net change in investment
funds 4,761,205 1,091,250 601,634 1,288,040
--------- --------- ------- ----------
Balance December 31, 1993 $4,761,205 1) $1,091,250 $601,634 $37,830,820
========= ========= ======= ==========
1) Investment fund balance represents greater than five
percent of net assets available for plan benefits.
</TABLE>
7
<PAGE>
(4) Concentration of Credit Risk
The Plan's assets include certain investments in GICs pur-
chased from insurance companies. The Plan's ultimate real-
ization of amounts invested in GICs is dependent on the
continued financial stability of the insurance companies
that issued all of the GICs. The total amount invested in
the GICs at December 31, 1993 and 1992 is $23,588,072 and
$36,542,780, respectively.
(5) Tax Status
The Internal Revenue Service issued a letter of determina-
tion in March 1987 which stated that the Plan qualifies
under the applicable provisions of the Internal Revenue
Code. The Plan has been amended since then. In the opinion
of the Plan Administrator and the Plan's legal counsel, the
Plan has operated within the terms of the Plan and remains
qualified under the applicable provisions of the Internal
Revenue Code. Accordingly, the Plan is entitled to exemp-
tion under the provisions of Section 401(a), and no provi-
sion for federal or state income tax has been made in the
accompanying financial statements.
(6) Plan Termination
The Company reserves the right to terminate the Plan at any
time. In the event of termination, all participant contri-
butions will cease and no additional participants shall
enter the Plan. USAir shall provide for the assets under
the Plan to be distributed in lump sum to the participants,
beneficiaries or other successors in interest, the balance
of their account at the time of termination.
[This space intentionally left blank]
8
<PAGE>
(7) 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:
<TABLE>
<CAPTION>
December 31,
------------------------
1993 1992
---- ----
<S> <C> <C>
Net assets available for
plan benefits per the
financial statements $37,837,470 $36,549,249
Amounts allocated to with-
drawing participants (175,751) -
---------- ----------
Net assets available for
benefits per the Form
5500 $37,661,719 $36,549,249
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to par-
ticipants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1993
-----------------
<S> <C>
Benefits paid to participants per the
financial statements $1,935,661
Add: Amounts allocated to withdrawing
participants at December 31, 1993 175,751
Less: Amounts allocated to withdrawing
participants at December 31, 1992 -
---------
Benefits paid to participants per the
Form 5500 $2,111,412
=========
</TABLE>
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.
9
<PAGE>
<TABLE>
Schedule I
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Description
Identity of Issue of Investment Cost Current Value
- - ------------------ --------------------- ----------- -------------
<S> <C> <C> <C>
USAir Guaranteed Guaranteed investment $ 23,588,072 $ 23,588,072
Investment Fund contract, interest rates
range from 3.25 percent
to 8.80 percent per annum
Fidelity Retirement Money market fund 340,858 340,858
Government Money
Market Fund
Fidelity Magellan Shares in registered 5,746,186 6,074,112
Fund investment companies
Fidelity Intermediate Shares in registered 1,351,419 1,373,689
Bond Fund investment companies
Fidelity Equity Shares in registered 4,284,549 4,761,205
Income Fund investment companies
Fidelity U.S. Equity Shares in registered 1,055,538 1,091,250
Index Fund investment companies
USAir Common Stock Employer Securities 746,564 601,634
Fund
Aetna Life Insurance Pooled separate account- 6,650 6,650
money market fund
----------- -----------
Total investments $ 37,119,836 $ 37,837,470
=========== ===========
10
</TABLE>
<PAGE>
<TABLE>
Schedule II
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1993
Aggregate transactions during the year ended December 31, 1993, 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:
<CAPTION>
Number Number
Total of of Realized
Purchases Purchases Total Sales Sales Gain
--------- --------- ----------- ------ ---------
<S> <C> <C> <C> <C> <C>
USAir Guaranteed
Investment Fund $14,551,904 59 $10,216,752 56 $ -
Supplemental Retire-
ment Plan Guaranteed
Investment Contract 164,101 7 17,453,961 11 -
Fidelity Retirement
Government Money
Market Fund 1,262,351 87 921,493 63 -
Fidelity Magellan Fund 6,714,159 113 1,013,076 46 45,104
Fidelity Intermediate
Bond Fund 1,649,637 63 304,528 37 6,310
Fidelity Equity Income
Fund 4,741,178 69 481,243 31 24,614
11
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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 autho-
rized.
Supplemental Retirement Plan of
Piedmont Aviation, Inc.
By: /s/ Ann Greer-Rector
_____________________________
Ann Greer-Rector
Vice President and Controller
of USAir Group, Inc. and
USAir, Inc.
June 29, 1994
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
USAir Group, Inc.
We consent to the use of our report dated June 3, 1994, on the
statement of net assets available for plan benefits as of Decem-
ber 31, 1993, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1993
for the Supplemental Retirement Plan of Piedmont Aviation, Inc.
(the "Plan") included in the Annual Report on Form 11-K relating to
the Plan filed by USAir Group, Inc. for the year ended December 31,
1993 and to the incorporation by reference of such report in the
Registration Statement, as amended, on Form S-8 pertaining to the
Plan (File No. 33-44835).
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Washington, D. C.
June 29, 1994
