<PAGE>
=================================================================
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. 401(k) Savings Plan
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
=================================================================
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors'
Report Thereon)
<PAGE>
USAIR, INC.
401(k) 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 years 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 Independent Auditors 18
<PAGE>
Independent Auditors' Report
The Plan Administrator and Participants
USAir, Inc. 401(k) Savings Plan:
We have audited the accompanying statements of net assets available
for plan benefits of the USAir, Inc. 401(k) 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
<PAGE>
<TABLE>
USAIR, INC.
401(k) SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Assets:
Investments, at fair value:
Fidelity Retirement Government
Money Market Fund $ 23,471,983 $ 20,699,194
Fidelity Magellan Fund 123,161,624 105,388,198
Fidelity Intermediate Bond Fund 15,485,248 15,570,417
Fidelity Equity Income Fund 49,043,705 42,150,577
Fidelity U.S. Equity Index Fund 11,096,211 9,758,481
Income Mix Fund 379,652 -
Capital Growth Mix Fund 8,345,918 -
Moderation Mix Fund 1,574,272 -
USAir Common Stock Fund 7,501,151 5,390,059
----------- -----------
240,059,764 198,956,926
Fixed Income Fund, at
contract value 24,054,055 18,784,388
Participant loans receivable 9,423,342 6,954,592
----------- -----------
Total investments 273,537,161 224,695,906
Participant contributions
receivable 1,497,649 1,445,595
----------- -----------
Total assets 275,034,810 226,141,501
Liabilities:
Accrued expenses 38,793 36,568
----------- -----------
Net assets available for plan
benefits $274,996,017 $226,104,933
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
USAIR, INC.
401(k) SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
Years Ended December 31,
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Additions to net assets
attributable to:
Net appreciation (depreciation)
in the fair value of invest-
ments $(18,147,185) $ 13,999,765
Investment income 12,565,486 13,709,182
Interest income on participant
loans 562,455 334,014
Participant contributions 60,781,082 49,392,469
Rollover contributions 180,121 293,999
----------- -----------
Total additions 55,941,959 77,729,429
----------- -----------
Deductions from net assets
attributable to:
Benefits paid to participants 6,407,046 3,137,545
Administrative expenses 153,789 139,488
Transfers to other plans - 19,848
----------- -----------
Total deductions 6,560,835 3,296,881
----------- -----------
Net increase in net assets
available for plan benefits 49,381,124 74,432,548
Net assets available for plan
benefits:
Beginning of year 226,104,933 208,265,146
Transfer to USAir, Inc.
Employee Savings Plan (490,040) (56,592,761)
----------- -----------
End of year $274,996,017 $226,104,933
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
December 31, 1994 and 1993
(1) Description of Plan
The following brief description of the USAir, Inc. 401(k)
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) of the Code.
All permanent employees of USAir, Inc. ("USAir" or the
"Company") who are covered by a collective bargaining
agreement, with at least 90 days of service, are eligible
to participate except for those individuals not covered
under the United States income tax laws and those
individuals who are participants in another 401(k) plan
sponsored by USAir. Effective January 1, 1993, the
balances of all non-contract and certain union employees
previously participating in the Plan were transferred
into the USAir, Inc. Employee Savings Plan. Effective
August 1, 1994, the assets and liabilities related to
flight simulator engineers were transferred from the
Plan to the USAir, Inc. Employee Savings 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 a partici-
pant's compensation. Compensation includes base pay,
overtime, shift premiums and shift differentials, up to
a limit set forth by Section 401(a)(17) of the Code
($150,000 for 1994). The percentage of compensation
contributed may not exceed 15 percent if the participant
was not a highly compensated employee. If the partici-
pant was a highly compensated employee, then the contri-
bution percentage may not exceed eight percent. In
addition, contributions for 1994 and 1993 could not
exceed the statutory limits of $9,240 and $8,994,
respectively. The Plan does not provide for any employer
contributions.
4
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(c) Vesting
Participants are immediately vested in their contribu-
tions plus earnings thereon.
(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 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 on a
monthly basis.
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.
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
5
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
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.
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.
6
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
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
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.
7
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(e) Loans and Hardship Withdrawals
All participants can borrow from 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. The minimum loan amount available
under the Plan is $1,000. 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 bal-
ance 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 or provided in cash as a lump sum distribution.
If the balance due to the participant or beneficiary is
less than $3,500, a lump sum distribution is automatic
upon separation.
(g) Administrative Expenses
Certain 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 prepared
on an accrual basis and present the net assets available
for plan benefits and changes in those net assets.
8
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Certain 1993 financial statement amounts have been
reclassified to conform with the current year's presenta-
tion.
(b) Investments
The assets of the Plan are maintained in a master trust
arrangement with the assets of other defined contribution
plans sponsored by USAir. The individual 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 unreal-
ized appreciation (depreciation) on those investments.
The Plan's investments in guaranteed investment contracts
("GICs") are stated at contract value. Purchases and
sales of investments are recorded on a trade-date basis.
(this space intentionally left blank)
9
<PAGE>
<TABLE>
USAIR, INC.
401(k) 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:
<CAPTION>
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
---------- ------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at 12/31/92 $20,366,459 1) $27,009,235 1) $ 87,528,972 1) $17,181,806 1) $35,137,332 1) $10,825,654 1)
---------- ---------- ----------- ---------- ---------- ----------
Transfer to USAir Employee
Savings Plan (6,843,206) (7,024,752) (22,705,571) (4,734,769) (10,001,963) (3,299,537)
Investment income 1,050,881 580,654 9,187,306 1,114,551 1,418,584 357,206
Net appreciation (deprecia-
tion) in fair value - - 8,478,398 445,997 4,964,107 441,067
Interest income on
participant loans - - - - - -
Contributions 3,714,865 4,399,055 24,830,576 3,617,962 9,371,645 2,688,887
Net exchanges between
investment funds 749,935 (3,489,572) (936,136) (1,617,356) 1,819,884 (1,166,485)
Administrative expenses (27,073) (4,058) (58,190) (1,821) (6,198) (234)
Benefits paid to
participants (225,759) (771,354) (921,458) (435,238) (551,156) (88,058)
Transfers from (to) other
plans (1,714) (14) (15,699) (715) (1,658) (19)
---------- ---------- ----------- ---------- ----------- ----------
Net change in investment
funds (1,582,071) (6,310,041) 17,859,226 (1,611,389) 7,013,245 (1,067,173)
---------- ---------- ----------- ---------- ----------- ----------
Balance at 12/31/93 18,784,388 1) 20,699,194 1) 105,388,198 1) 15,570,417 1) 42,150,577 1) 9,758,481
---------- ---------- ----------- ---------- ----------- ----------
Investment income 1,364,490 880,830 4,378,677 1,093,722 4,522,489 325,278
Net appreciation (deprecia-
tion) in fair value - - (6,595,902) (1,414,394) (4,540,993) (207,289)
Interest income on
participant loans - - - - - -
Contributions 3,964,735 4,385,743 31,788,373 3,589,050 11,066,747 2,766,216
Net exchanges between
investment funds 1,112,241 (1,523,562) (9,091,128) (3,014,226) (2,785,935) (1,305,174)
Administrative expenses (37,662) (5,413) (86,160) (2,023) (6,987) (334)
Benefits paid to
participants (1,086,059) (974,834) (2,385,168) (274,941) (1,276,301) (184,835)
Transfers from (to)
other plans (48,078) 10,025 (235,266) (62,357) (85,892) (56,132)
---------- ---------- ----------- ---------- ---------- ----------
Net change in investment
funds 5,269,667 2,772,789 17,773,426 (85,169) 6,893,128 1,337,730
---------- ---------- ----------- ---------- ---------- ----------
Balance at 12/31/94 $24,054,055 1) $23,471,983 1) $123,161,624 1) $15,485,248 1) $49,043,705 1) $11,096,211
========== ========== =========== ========== ========== ==========
1) Investment fund balance represents greater than five percent of net assets available for plan benefits.
2) Represents plan distributions which originated as loans in previous years.
Note: Certain 1993 amounts have been reclassified to conform with 1994 classifications.
(table continued on next page)
</TABLE>
10
<PAGE>
<TABLE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(3) Investment Activity (Continued)
<CAPTION>
Capital USAir
Income Mix Growth Moderation Common
Fund Mix Fund Mix Fund Stock Fund Loan Fund Total
---------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at 12/31/92 $ - $ - $ - $ 4,301,192 $ 4,556,966 $206,907,616
---------- ---------- ----------- ---------- ---------- -----------
Transfer to USAir Employee
Savings Plan - - - (788,365) (1,194,598) (56,592,761)
Investment income - - - - - 13,709,182
Net appreciation (deprecia-
tion) in fair value - - - (329,804) - 13,999,765
Interest income on
participant loans - - - - 334,014 334,014
Contributions - - - 975,413 - 49,598,403
Net exchanges between
investment funds - - - 1,247,521 3,392,209 -
Administrative expenses - - - (5,346) - (102,920)
Benefits paid to
participants - - - (10,523) (133,999) (3,137,545)
Transfers from (to)
other plans - - - (29) - (19,848)
---------- ---------- ----------- ---------- ----------- -----------
Net change in investment
funds - - - 1,088,867 2,397,626 17,788,290
---------- ---------- ----------- ---------- ----------- -----------
Balance at 12/31/93 - - - 5,390,059 6,954,592 224,695,906
---------- ---------- ----------- ---------- ----------- -----------
Investment income - - - - - 12,565,486
Net appreciation (deprecia-
tion) in fair value (168) 5,199 2,473 (5,396,111) - (18,147,185)
Interest income on
participant loans - - - - 562,455 562,455
Contributions 71,158 1,789,561 328,596 1,158,970 - 60,909,149
Net exchanges between
investment funds 308,824 6,612,638 1,274,068 6,380,469 2,031,785 -
Administrative expenses (162) (2,571) (327) (9,925) - (151,564)
Benefits paid to
participants - (57,277) (29,015) (13,126) (125,490) (6,407,046)
Transfers from (to)
other plans - (1,632) (1,523) (9,185) - (490,040)
---------- ---------- ----------- ---------- ---------- ------------
Net change in investment
funds 379,652 8,345,918 1,574,272 2,111,092 2,468,750 48,841,255
---------- ---------- ----------- ---------- ---------- ------------
Balance at 12/31/94 $ 379,652 $ 8,345,918 $ 1,574,272 $ 7,501,151 $ 9,423,342 $273,537,161
========== ========== =========== ========== ========== ===========
1) Investment fund balance represents greater than five percent of net assets available for plan benefits.
2) Represents plan distributions which originated as loans in previous years.
Note: Certain 1993 amounts have been reclassified to conform with 1994 classifications.
</TABLE>
11
<PAGE>
USAIR, INC.
401(k) 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 was $24,054,055 and
$18,784,388 at December 31, 1994 and 1993, respectively.
(5) Federal Tax Status
The Plan was restated and amended to conform to the Tax Reform
Act of 1986 and subsequent legislation. The Plan Administra-
tor has requested, but has not yet received from the Internal
Revenue Service ("IRS"), 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.
(6) 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 shall then be disposed of, to,
or for each participant in single lump-sum payments. All
distributions shall be made in cash.
12
<PAGE>
USAIR, INC.
401(k) SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(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:
December 31,
--------------------------
1994 1993
---- ----
Net assets available for
plan benefits per the
financial statements $274,996,017 $226,104,933
Amounts allocated to
withdrawing participants (1,200,107) (76,094)
----------- -----------
Net assets available
for benefits per
the Form 5500 $273,795,910 $226,028,839
=========== ===========
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 $6,407,046
Add: Amounts allocated to withdrawing
participants at December 31, 1994 1,200,107
Less: Amounts allocated to withdrawing
participants at December 31, 1993 (76,094)
---------
Benefits paid to participants per the
Form 5500 $7,531,059
=========
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
<PAGE>
<TABLE>
USAIR, INC. Schedule I
401(k) SAVINGS PLAN Page 1 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
December 31, 1994
<CAPTION>
Description
Identity of Issue of investment Cost Current Value
- ----------------- ------------------ ---- -------------
<S> <C> <C> <C>
Fidelity Retirement Money Market Fund $ 23,471,983 $ 23,471,983
Money Market Fund
Fidelity Magellan Fund Shares in registered 122,121,764 123,161,624
investment companies
Fidelity Intermediate Shares in registered 16,236,741 15,485,248
Bond Fund investment companies
Fidelity Equity Income Shares in registered 47,237,822 49,043,705
Fund investment companies
Fidelity U.S. Equity Shares in registered 10,303,796 11,096,211
Index Fund investment companies
Income Mix Fund Shares in registered 380,160 379,652
investment companies
Capital Growth Mix Fund Shares in registered 8,341,163 8,345,918
investment companies
Moderation Mix Fund Shares in registered 1,571,514 1,574,272
investment companies
</TABLE>
14
<PAGE>
<TABLE>
USAIR, INC. Schedule I
401(k) SAVINGS PLAN Page 2 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
(Continued)
December 31, 1994
<CAPTION>
Description
Identity of Issue of investment Cost Current Value
- ----------------- ------------------ ---- -------------
<S> <C> <C> <C>
USAir Common Stock Common stock of employer's 13,009,335 7,501,151
Fund* parent company, USAir Group,
Inc.
Fixed Income Fund Guaranteed Investment 24,054,055 24,054,055
Fund contract, interest rates
range from 5.07 percent
to 8.80 percent per annum
Participant loans Interest rates range - 9,423,342
from 7 to 9.5 percent
per annum
----------- -----------
Total Investments $266,728,333 $273,537,161
=========== ===========
* Party in interest.
</TABLE>
15
<PAGE>
<TABLE>
Schedule II
USAIR, INC.
401(k) 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:
<CAPTION>
Number Number
Total of Total of Realized
Purchases Purchases Sales Sales Gain
--------- --------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
Fidelity Retirement Government $21,892,234 254 $19,119,445 250 $ -
Money Market Fund
Fidelity Magellan Fund 54,473,315 251 30,103,986 249 345,020
Fidelity Equity Income Fund 21,513,367 248 10,079,245 245 765,737
USAir Common Stock Fund 11,626,468 250 4,119,267 202 963,975
Fixed Income Fund 10,106,557 209 4,836,890 98 -
</TABLE>
16
<PAGE>
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 autho-
rized.
USAir, Inc.
401(k) 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
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
USAir Group, Inc.:
We consent to the use of our report dated June 16, 1995, on the
statement of net assets available for plan benefits as of Decem-
ber 31, 1994 and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1994
for the USAir, Inc. 401(k) Savings Plan (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, 1994, 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 LLP
Washington, D.C.
July 10, 1995
18
