<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: October 18, 1995
USAir Group, Inc.
(Commission file number: 1-8444)
and
USAir, Inc.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware USAir Group, Inc. 54-1194634
(State of Incorporation USAir, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-5306
(Registrant's telephone number)
USAir, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-7000
(Registrant's telephone number)
<PAGE>
Item 5. Other Events
Seth E. Schofield, the Chairman and Chief Executive Officer
of USAir Group, Inc. (the "Company"), held a conference call with
airline industry analysts on October 18, 1995 to discuss the
Company's third quarter financial results which had been released
to the public earlier in the day. During the conference call, Mr.
Schofield told the analysts that USAir's yield is expected to be
thirteen percent higher and its unit costs, excluding profit share
expense, are expected to be twelve percent to thirteen percent
higher in the fourth quarter of 1995 versus the fourth quarter of
1994, with capacity in available seat-miles down by eleven and one-
half percent. Mr. Schofield also said that USAir's capacity in
available seat-miles is expected to be down by approximately two
and one-half percent to three percent for the full year 1996 versus
1995.
In addition, Mr. Schofield said that the Company's cash
position at the end of 1995 is expected to be approximately the
same as the cash balance of $865 million on hand at the end of the
third quarter, not including asset sale proceeds expected to be
received by the Company in the fourth quarter.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
- ----------- -----------
99 News release dated October 18,
1995 of USAir Group, Inc. and
USAir, Inc., with consolidated
statements of operations and a
supplemental schedule for each
company.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly autho-
rized.
USAir Group, Inc.
Date: October 18, 1995 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
USAir, Inc.
Date: October 18, 1995 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
<PAGE>
EXHIBIT 99
USAIR GROUP EARNS $43.1 MILLION IN 3RD QUARTER
ARLINGTON, Va., October 18, 1995 -- USAir Group Inc. reported
a net profit for the third quarter of $43.1 million and a profit
per common share of $0.35. The company's quarterly revenues of
$1.87 billion set a record for a third quarter.
"It has been seven years since USAir has had a profitable
third quarter and six years since we have posted back-to-back
quarterly profits, so there can be no doubt that the company is now
experiencing a dramatic upturn in its financial performance," said
USAir Chairman and CEO Seth E. Schofield.
The results, which company management attributed to a
combination of significantly improved operating conditions,
rightsizing and cost reductions, underscore the recent turnaround
in the company's financial results.
"The cover of our 1994 annual report asked a simple question,
'Are we turning things around?' The answer then, and emphatically
today: 'Yes'," Schofield said.
"These results confirm the profit potential of the USAir
franchise. Many of the pieces now are falling into place that will
allow us to begin realizing our potential. Our load factors are
among the highest in the history of the company and bookings look
strong well into the fourth quarter. We now anticipate a profitable
fourth quarter and a profitable 1995 after provision for preferred
dividends."
Schofield also noted that the income per common share of
$0.35, after provision for preferred dividends, is the first
positive result in this category for a third quarter since 1988 and
that the operating profit of $92.6 million is the highest for the
quarter since 1988.
The 1995 3rd quarter net income of $43.1 million compares to
a loss in the 3rd quarter of 1994 of $180.1 million, an improvement
of $223.2 million.
At the operating level, the 1995 revenues of $1.87 billion
compare to 1994 quarterly revenues of $1.75 billion, an improvement
of 7.0 percent. Operating expenses of $1.78 billion for the 3rd
quarter of 1995 were 6.6 percent lower than the comparable figure
of $1.91 billion for the 3rd quarter of 1994.
"Year-over-year, each major category of our cost structure --
personnel, fuel, landing fees, etc. -- showed improvement,
reflecting both the ongoing effort to get our costs under control
and the impact of our rightsizing program," Schofield said.
<PAGE>
Under the rightsizing program, available seat miles declined
by 9.1 percent in 3rd quarter 1995 as compared to 1994 while
revenue passenger miles were down only 5.8 percent. The load
factor, or percentage of seats filled with revenue passengers on
each aircraft, jumped 2.3 percentage points to 66.5 percent.
Operational performance remained in the industry's top tier
during the quarter, Schofield noted, referring to Department of
Transportation gauges of on-time performance and fewest passenger
complaints.
For the first three quarters of 1995, USAir Group Inc. has
recorded a net profit of $59 million on revenues of $5.62 billion
compared to losses in 1994 of $362.9 million on revenues of $5.32
billion. Operating expenses of $5.41 billion to date in 1995 are
2.4 percent below the 1994 figure of $5.54 billion.
<PAGE>
<PAGE> NEWS RELEASE
USAir Group, Inc.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
September 30,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $1,687,824 $1,596,018 5.8
Cargo and Freight 37,889 37,867 0.1
Other 147,704 116,888 26.4
--------- ---------
Total Operating Revenues 1,873,417 1,750,773 7.0
Operating Expenses
Personnel Costs 730,145 737,993 (1.1)
Aviation Fuel 154,223 174,747 (11.7)
Commissions 135,400 141,461 (4.3)
Aircraft Rent 108,718 124,816 (12.9)
Other Rent and Landing Fees 105,308 113,719 (7.4)
Aircraft Maintenance 83,287 106,878 (22.1)
Depreciation and Amortization 87,912 113,357 (22.4)
Other, Net 375,775 393,081 (4.4)
--------- ---------
Total Operating Expenses 1,780,768 1,906,052 (6.6)
--------- ---------
Operating Income (Loss) 92,649 (155,279) -
Other Income (Expense)
Interest Income 13,562 7,471 81.5
Interest Expense (75,065) (71,040) 5.7
Interest Capitalized 758 4,473 (83.1)
Other, Net 17,566 34,312 (48.8)
--------- ---------
Other Income (Expense), Net (43,179) (24,784) 74.2
--------- ---------
Income (Loss) Before Taxes 49,470 (180,063) -
Income Tax Provision (Credit) 6,414 - -
--------- ---------
Net Income (Loss) 43,056 (180,063) -
Preferred Dividend Requirement (21,415) (19,513) 9.7
--------- ---------
Net Income (Loss) Applicable to
Common Stockholders $ 21,641 $ (199,576) -
========= =========
Income (Loss) Per Common Share $ 0.35 $ (3.32) -
Shares Used For Computation
(000) 62,571 60,062
(continued on next page)
<PAGE> NEWS RELEASE
USAir Group, Inc.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Nine Months Ended
September 30,
---------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $5,078,439 $4,842,460 4.9
Cargo and Freight 118,306 121,967 (3.0)
Other 423,063 351,798 20.3
--------- ---------
Total Operating Revenues 5,619,808 5,316,225 5.7
Operating Expenses
Personnel Costs 2,179,066 2,188,567 (0.4)
Aviation Fuel 477,666 499,429 (4.4)
Commissions 431,222 445,462 (3.2)
Aircraft Rent 329,738 350,506 (5.9)
Other Rent and Landing Fees 310,506 328,146 (5.4)
Aircraft Maintenance 264,928 303,784 (12.8)
Depreciation and Amortization 263,978 286,611 (7.9)
Other, Net 1,148,937 1,134,876 1.2
--------- ---------
Total Operating Expenses 5,406,041 5,537,381 (2.4)
--------- ---------
Operating Income (Loss) 213,767 (221,156) -
Other Income (Expense)
Interest Income 32,553 18,082 80.0
Interest Expense (228,521) (210,020) 8.8
Interest Capitalized 7,730 8,547 (9.6)
Other, Net 39,918 41,642 (4.1)
--------- ---------
Other Income (Expense), Net (148,320) (141,749) 4.6
--------- ---------
Income (Loss) Before Taxes 65,447 (362,905) -
Income Tax Provision (Credit) 6,414 - -
--------- ---------
Net Income (Loss) 59,033 (362,905) -
Preferred Dividend Requirement (63,044) (58,068) 8.6
--------- ---------
Net Income (Loss) Applicable to
Common Stockholders $ (4,011) $ (420,973) (99.0)
========= =========
Income (Loss) Per Common Share $ (0.06) $ (7.06) (99.2)
Shares Used For Computation
(000) 62,143 59,654
Note: Certain 1994 amounts have been reclassified to conform with
1995 classifications.
<PAGE> NEWS RELEASE
USAir, Inc.
(A Wholly-Owned Subsidiary of USAir Group, Inc.)
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands)
Three Months Ended
September 30,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $1,561,583 $1,482,214 5.4
Cargo and Freight 36,923 37,111 (0.5)
Other 144,300 122,357 17.9
--------- ---------
Total Operating Revenues 1,742,806 1,641,682 6.2
Operating Expenses
Personnel Costs 691,925 702,726 (1.5)
Aviation Fuel 146,811 166,811 (12.0)
Commissions 126,110 132,677 (4.9)
Aircraft Rent 98,295 114,227 (13.9)
Other Rent and Landing Fees 101,428 109,997 (7.8)
Aircraft Maintenance 70,306 92,684 (24.1)
Depreciation and Amortization 84,007 109,599 (23.4)
Other, Net 357,626 377,144 (5.2)
--------- ---------
Total Operating Expenses 1,676,508 1,805,865 (7.2)
--------- ---------
Operating Income (Loss) 66,298 (164,183) -
Other Income (Expense)
Interest Income 13,385 7,666 74.6
Interest Expense (75,931) (71,177) 6.7
Interest Capitalized 758 4,473 (83.1)
Other, Net 15,454 27,256 (43.3)
--------- ---------
Other Income (Expense), Net (46,334) (31,782) 45.8
--------- ---------
Income (Loss) Before Taxes 19,964 (195,965) -
Income Tax Provision (Credit) 3,365 - -
--------- ---------
Net Income (Loss) $ 16,599 $ (195,965) -
========= =========
Note: Certain 1994 amounts have been reclassified to conform with
1995 classifications.
(continued on next page)
<PAGE>
Airline Operating and Financial Statistics (Note 2)
(* denotes scheduled service only) (c = cents)
Three Months Ended
September 30,
---------------------- Percent
1995 1994 Change
---- ---- -------
Revenue Passengers
(Thousands)* 14,020 15,803 (11.3)
Total Revenue Passenger Miles
(Millions) 9,711 10,308 (5.8)
Revenue Passenger Miles
(Millions)* 9,592 10,199 (6.0)
Total Available Seat Miles
(Millions) 14,560 16,020 (9.1)
Available Seat Miles
(Millions)* 14,428 15,897 (9.2)
Passenger Load Factor* 66.5 % 64.2 % 2.3 pts
Break Even Load Factor (Net)
(Note 3) 66.2 % 70.5 % (4.3)pts
Yield* 16.28 c 14.53 c 12.0
Passenger Revenue per Available
Seat Mile* 10.82 c 9.32 c 16.1
Revenue per Available Seat Mile
(Note 3) 11.86 c 10.15 c 16.8
Cost per Available Seat Mile
(Note 3) 11.40 c 10.76 c 5.9
Average Passenger Journey
(Miles)* 684 645 6.0
Average Stage Length (Miles)* 573 540 6.1
Revenue Aircraft Miles
(Millions)* 109 123 (11.4)
Cost of Fuel Per Gallon 52.84 c 53.33 c (0.9)
Gallons of Fuel Consumed
(Millions) 278 313 (11.2)
(continued on next page)
<PAGE>
NEWS RELEASE
USAir, Inc.
(A Wholly-Owned Subsidiary of USAir Group, Inc.)
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands)
Nine Months Ended
September 30,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $4,724,470 $4,506,659 4.8
Cargo and Freight 115,658 119,583 (3.3)
Other 419,627 368,170 14.0
--------- ---------
Total Operating Revenues 5,259,755 4,994,412 5.3
Operating Expenses
Personnel Costs 2,077,828 2,084,341 (0.3)
Aviation Fuel 456,319 476,950 (4.3)
Commissions 404,269 419,119 (3.5)
Aircraft Rent 300,500 317,059 (5.2)
Other Rent and Landing Fees 299,146 317,418 (5.8)
Aircraft Maintenance 226,497 258,199 (12.3)
Depreciation and Amortization 252,157 269,270 (6.4)
Other, Net 1,092,326 1,091,479 0.1
--------- ---------
Total Operating Expenses 5,109,042 5,233,835 (2.4)
--------- ---------
Operating Income (Loss) 150,713 (239,423) -
Other Income (Expense)
Interest Income 32,158 18,775 71.3
Interest Expense (225,526) (209,763) 7.5
Interest Capitalized 7,730 8,547 (9.6)
Other, Net 37,711 37,218 1.3
--------- ---------
Other Income (Expense), Net (147,927) (145,223) 1.9
--------- ---------
Income (Loss) Before Taxes 2,786 (384,646) -
Income Tax Provision (Credit) 3,365 - -
--------- ---------
Net Income (Loss) $ (579) $ (384,646) -
========= =========
Note: Certain 1994 amounts have been reclassified to conform
with 1995 classifications.
(continued on next page)
<PAGE> NEWS RELEASE
Airline Operating and Financial Statistics (Note 2)
(* denotes scheduled service only) (c = cents)
Nine Months Ended
September 30,
---------------------- Percent
1995 1994 Change
---- ---- -------
Revenue Passengers
(Thousands)* 42,986 44,824 (4.1)
Total Revenue Passenger Miles
(Millions) 29,024 28,978 0.2
Revenue Passenger Miles
(Millions)* 28,658 28,626 0.1
Total Available Seat Miles
(Millions) 44,955 45,862 (2.0)
Available Seat Miles
(Millions)* 44,549 45,466 (2.0)
Passenger Load Factor* 64.3 % 63.0 % 1.3 pts
Break Even Load Factor (Net)
(Note 3) 64.8 % 67.8 % (3.0)pts
Yield* 16.49 c 15.74 c 4.8
Passenger Revenue per Available
Seat Mile* 10.60 c 9.91 c 7.0
Revenue per Available Seat Mile
(Note 3) 11.59 c 10.79 c 7.4
Cost per Available Seat Mile
(Note 3) 11.26 c 11.17 c 0.8
Average Passenger Journey
(Miles)* 667 639 4.4
Average Stage Length (Miles)* 561 536 4.7
Revenue Aircraft Miles
(Millions)* 341 352 (3.1)
Cost of Fuel Per Gallon 52.53 c 52.96 c (0.8)
Gallons of Fuel Consumed
(Millions) 869 901 (3.6)
Note 1. Certain 1994 amounts have been reclassified to conform
with 1995 classifications.
Note 2. All operating statistics exclude flights operated by
USAir under a wet lease arrangement with British Airways
("wet lease").
Note 3. Financial statistics exclude non-recurring charges and
the revenue and expense (which amounts net to zero)
generated under the wet lease arrangement. Wet lease
amounts of $16.2 million and $47.6 million have been
excluded from the third quarter and year-to-date results
for 1995, respectively and $15.6 and $45.0 million have
been excluded from the third quarter and year-to-date
results for 1994, respectively, from both Other Revenues
and Other Expenses for purposes of financial statistic
calculation.
<PAGE>
NEWS RELEASE
USAir Group, Inc.
Comparative Consolidated Statements of Operations
Adjusted for Profit Sharing Expense and One-Time Items
(unaudited)
(dollars in millions)
Three Months
Ended September 30, Better/(Worse)
-------------------- --------------
1995 1994 Amount %
---- ---- ------ ---
Operating Revenues $ 1,873.4 $ 1,750.8 $ 122.6 7.0 %
Operating Expenses 1,780.8 1,906.1 125.3 6.6 %
------- ------- -----
Operating Income (Loss) 92.6 (155.3) 247.9 NM
Profit Sharing Expense (15.2) (0.7) (14.5) NM
One-Time-Add.(Deduct.)* - (67.7) 67.7 NM
------- -------
Adjusted Operating Income (Loss) 107.8 (86.9) 194.7 NM
Other Income (Expense), Net (43.2) (24.8) (18.4) (74.2) %
------- -------
Income (Loss) Before Taxes 49.5 (180.1) 229.6 NM
One-Time-Add.(Deduct.)** - 28.3 (28.3) NM
Adjusted Income (Loss) Before Taxes 64.7 (140.0) 204.7 NM
Income Tax Provision (Credit) 6.4 - (6.4) NM
------- -------
Net Income (Loss) $ 43.1 $ (180.1) $ 223.2 NM
======= =======
____________________________
* 1994 One-Time Items - Operating Expenses:
Reserve for Non-Operating Aircraft $ (40.1)
West Coast Realignment (25.9)
Other (1.7)
-------
Total $ (67.7)
=======
** 1994 One-Time Items - Other Income (Expense):
Asset Dispositions $ 28.3
-----
Total $ 28.3
=====
Note: Numbers may not add due to rounding
NM - Not Meaningful
<PAGE> NEWS RELEASE
USAir Group, Inc.
Comparative Consolidated Statements of Operations
Adjusted for Profit Sharing Expense and One-Time Items
(unaudited)
(dollars in millions)
Nine Months
Ended September 30, Better/(Worse)
-------------------- --------------
1995 1994 Amount %
---- ---- ------ ---
Operating Revenues $ 5,619.8 $ 5,316.2 $ 303.6 5.7 %
Operating Expenses 5,406.0 5,537.4 131.4 2.4 %
------- ------- -----
Operating Income (Loss) 213.8 (221.2) 435.0 NM
Profit Sharing Expense (15.2) (2.1) (13.1) NM
One-Time-Add.(Deduct.)* - (67.7) 67.7 NM
------- -------
Adjusted Operating Income (Loss) 229.0 (151.4) 380.4 NM
Other Income (Expense), Net (148.3) (141.7) (6.6) (4.7) %
------- -------
Income (Loss) Before Taxes 65.4 (362.9) 428.3 NM
One-Time-Add.(Deduct.)** - 28.3 (28.3) NM
Adjusted Income (Loss) Before Taxes 80.7 (321.4) 402.1 NM
Income Tax Provision (Credit) 6.4 - (6.4) NM
------- -------
Net Income (Loss) $ 59.0 $ (362.9) $ 421.9 NM
======= =======
____________________________
* 1994 One-Time Items - Operating Expenses:
Reserve for Non-Operating Aircraft $ (40.1)
West Coast Realignment (25.9)
Other (1.7)
-------
Total $ (67.7)
=======
** 1994 One-Time Items - Other Income (Expense):
Asset Dispositions $ 28.3
-----
Total $ 28.3
=====
Note: Numbers may not add due to rounding
NM - Not Meaningful
