<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: April 19, 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
On April 19, 1995, USAir Group, Inc. (the "Company") and
USAir, Inc. ("USAir") disseminated a press release disclosing
results of operations for both companies for the three months ended
March 31, 1995.
During an April 19, 1995 conference call with industry
analysts following the public release of the Company's first
quarter 1995 results, USAir Group Chairman and CEO, Seth Schofield,
confirmed earlier public statements by Company representatives that
the Company expects to end 1995 with unrestricted cash in excess of
$400 million barring unforeseen circumstances. Mr. Schofield added
that the Company currently has on hand in excess of $400 million in
unrestricted cash plus approximately $58 million of cash proceeds
from the sale of aircraft and other assets. The Company intends to
use the asset sale proceeds to pay down debt beginning later this
month.
Mr. Schofield also told the analysts that the Company's
decision to publicly release summary financial results for each of
the first three months of 1995 is not meant to suggest that monthly
financial results will be made public in the future but rather was
in response to public concerns growing out of the Company's
independent auditor's letter that accompanied the Company's Form
10-K for 1994.
Mr. Schofield declined to make any forecasts of financial
results for the remainder of 1995 but did say that the second
quarter is USAir's strongest quarter of the year, and that he
expects favorable results for USAir during that quarter.
Finally, in response to an analyst's question, Mr. Schofield
said that USAir intends to expand its Business Select premium
service beyond the 30 aircraft currently configured for that
service, and that he expects that USAir will see a meaningful
financial improvement as a result of the Business Select expansion.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
- ----------- -----------
99 Press release dated April 19, 1995
of USAir Group, Inc. and USAir,
Inc., with consolidated statements
of operations for each company.
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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: April 19, 1995 By: /s/ Ann Greer-Rector
---------------------------------
Ann Greer-Rector
Vice President and Controller
(Principal Accounting Officer)
USAir, Inc.
Date: April 19, 1995 By: /s/ Ann Greer-Rector
---------------------------------
Ann Greer-Rector
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
Exhibit 99
USAIR GROUP RESULTS IMPROVE BY $100 MILLION
ARLINGTON, Va., April 19, 1995 -- USAir Group reported an
operating loss of $42 million and a pre-tax net loss of $96.9
million on revenues of $1.76 billion for the first quarter of 1995.
This compares to a first quarter 1994 operating loss of $140
million and a pre-tax loss of $196.7 million on revenues of $1.69
billion -- an improvement of $100 million on a year over year
basis.
March results, which traditionally begin the airline's
strongest season, resulted in an operating profit of $59.3 million
and a net profit of $42.2 million, compared to a net loss of $5.1
million in March of 1994.
USAir Group's financial performance in the first three months
of 1995 as compared to 1994 underscores the changing financial
picture.
Not only are month-to-month comparisons more favorable but the
trend also is more pronounced. In 1994, for example, January's
$102 million loss had improved to a $5 million loss by March. In
1995, January's $96 million loss had turned to a $42 million profit
by March. (See attached Tables.)
On a per share basis, the $1.91 loss for the first three
months of 1995 improves upon the $3.64 per share loss for the first
quarter of 1994.
"Even accounting for significantly better winter weather in
the first quarter compared to last year, traffic trends for 1995
are on an upward curve and our financial results reflect this
strength. Passenger revenues for March were the highest in the
history of the company," said USAir Chairman and CEO Seth E.
Schofield.
"And looking ahead, our advance bookings through the summer
are encouraging. Clearly, USAir's business is improving along with
the industry as capacity and demand come into balance."
Schofield noted that USAir ended the first quarter with cash
in excess of $400 million and barring unforeseen circumstances
expects to end the year with at least that amount.
"Everyone in this company has been intensely focused on the
dual goals of cutting costs and improving service, and the results
from the first quarter show that these efforts are taking hold.
The cost reduction and revenue enhancement efforts are continuing.
We are making progress toward the $1 billion solution to make USAir
a cost competitive airline," Schofield said.
On the operational side, USAir carried 5.7 percent more
passengers than in the first quarter of 1994, flew 8.2 percent more
revenue passenger miles and registered a 2.3 percent increase in
the average length of journey flown.
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<TABLE>
PRESS RELEASE
USAir Group, Inc.
Statements of Operations
Quarter Ended March 31, 1995
(unaudited)
(dollars in millions)
<CAPTION>
1st Qtr. 1st Qtr. Change
1995 1994 Better (Worse)
-------- -------- --------------
<S> <C> <C> <C> <C>
Revenue $1,763.3 $1,685.9 $77.4 4.6 %
Expense 1,805.3 1,825.9 20.6 1.1 %
------- -------
Operating Income (Loss) $ (42.0) $ (140.0) 98.0 70.0 %
======= =======
Pre-Tax Income (Loss) $ (96.9) $ (196.7) $99.8 50.7 %
======= =======
March March Change
1995 1994 Better (Worse)
-------- -------- --------------
Revenue $ 679.4 $ 646.1 $33.3 5.2 %
Expense 620.1 633.2 13.1 2.1 %
------- -------
Operating Income (Loss) $ 59.3 $ 12.9 46.4 --
======= =======
Pre-Tax Income (Loss) $ 42.2 $ (5.1) $47.3 --
======= =======
February February Change
1995 1994 Better (Worse)
-------- -------- --------------
Revenue $ 554.6 $ 518.9 $35.7 6.9 %
Expense 576.7 589.4 12.7 2.2 %
------- -------
Operating Income (Loss) $ (22.1) $ (70.5) 48.4 68.7 %
======= =======
Pre-Tax Income (Loss) $ (42.6) $ (89.2) $46.6 52.2 %
======= =======
January January Change
1995 1994 Better (Worse)
-------- -------- --------------
Revenue $ 529.4 $ 520.8 $ 8.6 1.7 %
Expense 608.6 603.2 (5.4) (0.9)%
------- -------
Operating Income (Loss) $ (79.2) $ (82.4) 3.2 3.9 %
======= =======
Pre-Tax Income (Loss) $ (96.4) $ (102.3) $ 5.9 5.8 %
======= =======
Note: Numbers may not add due to rounding.
</TABLE>
<PAGE>
<TABLE>
PRESS RELEASE
USAir Group, Inc.
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share amounts)
<CAPTION>
Three Months Ended March 31,
--------------------------------
%
1995 1994 Change
---- ---- ------
<S> <C> <C> <C>
Operating Revenues
Passenger Transportation $1,586,384 $1,528,063 3.8
Cargo and Freight 40,871 41,992 (2.7)
Other 136,083 115,846 17.5
--------- ---------
Total Operating Revenues 1,763,338 1,685,901 4.6
Operating Expenses
Personnel Costs 723,998 722,962 0.1
Aviation Fuel 162,217 162,472 (0.2)
Commissions 142,672 141,099 1.1
Other Rent and Landing Fees 105,677 112,162 (5.8)
Aircraft Rent 109,701 114,036 (3.8)
Aircraft Maintenance 87,661 105,518 (16.9)
Depreciation and Amortization 87,714 85,930 2.1
Other, Net 385,694 381,710 1.0
--------- ---------
Total Operating Expenses 1,805,334 1,825,889 (1.1)
--------- ---------
Operating Income (Loss) (41,996) (139,988) (70.0)
Other Income (Expense)
Interest Income 7,259 4,249 70.8
Interest Expense (76,739) (68,669) 11.8
Interest Capitalized 4,165 3,767 10.6
Other, Net 10,428 3,986 --
--------- ---------
Other Income (Expense), Net (54,887) (56,667) (3.1)
--------- ---------
Income (Loss) Before Taxes (96,883) (196,655) (50.7)
Income Tax Provision (Credit) - - --
--------- ---------
Net Income (Loss) (96,883) (196,655) (50.7)
Preferred Dividend Requirement (20,583) (19,220) 7.1
--------- ---------
Net Income (Loss) Applicable to
Common Stockholders $ (117,466) $ (215,875) (45.6)
========= =========
Income (Loss) Per Common Share $ (1.91) $ (3.64) (47.5)
Shares Used For Computation (000) 61,627 59,274
Note: Certain 1994 amounts have been reclassified to conform with
1995 classifications.
</TABLE>
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<TABLE>
PRESS RELEASE
USAir, Inc.
(A Wholly-Owned Subsidiary of USAir Group, Inc.)
Consolidated Statements of Operations
(unaudited)
(dollars in thousands)
<CAPTION>
Three Months Ended March 31,
---------------------------------
%
1995 1994(Note 1) Change
---- ----------- ------
<S> <C> <C> <C>
Operating Revenues
Passenger Transportation $1,486,590 $1,427,676 4.1
Cargo and Freight 40,071 41,230 (2.8)
Other 137,829 120,331 14.5
--------- ---------
Total Operating Revenues 1,664,490 1,589,237 4.7
Operating Expenses
Personnel Costs 693,564 688,202 0.8
Aviation Fuel 155,637 155,474 0.1
Commissions 134,924 133,239 1.3
Other Rent and Landing Fees 102,004 108,848 (6.3)
Aircraft Rent 100,831 102,898 (2.0)
Aircraft Maintenance 74,927 89,029 (15.8)
Depreciation and Amortization 83,659 79,841 4.8
Other Expenses, Net 369,248 366,928 0.6
--------- ---------
Total Operating Expenses 1,714,794 1,724,459 (0.6)
--------- ---------
Operating Income (Loss) (50,304) (135,222) (62.8)
Other Income (Expense)
Interest Income 7,154 4,402 62.5
Interest Expense (73,105) (68,131) 7.3
Interest Capitalized 4,165 3,767 10.6
Other, Net 10,266 5,132 --
--------- ---------
Other Income (Expense),
Net (51,520) (54,830) (6.0)
--------- ---------
Income (Loss) Before Taxes (101,824) (190,052) (46.4)
Income Tax Provision
(Credit) - - --
--------- ---------
Net Income (Loss) $ (101,824) $ (190,052) (46.4)
========= =========
(continued on next page)
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Airline Operating and Financial Statistics (Note 2)
Revenue Passengers
(Thousands) * 13,767 13,028 5.7
Total Revenue Passenger Miles
(Millions) 9,191 8,511 8.0
Revenue Passenger Miles
(Millions) * 9,079 8,390 8.2
Total Available Seat Miles
(Millions) 15,334 14,347 6.9
Available Seat Miles
(Millions) * 15,206 14,214 7.0
Passenger Load Factor * 59.7 % 59.0 % 0.7 pts.
Breakeven Load Factor (Net)
(Note 3) 64.0 % 66.7 % (2.7)pts.
Yield * 16.37 c 17.02 c (3.8)
Passenger Revenue per Available
Seat Mile * 9.78 c 10.04 c (2.6)
Revenue per Available Seat
Mile (Note 3) 10.75 c 10.98 c (2.1)
Cost per Available Seat Mile
(Note 3) 11.08 c 11.92 c (7.0)
Average Passenger Journey
(Miles) * 659 644 2.3
Average Stage Length (Miles) * 548 534 2.6
Revenue Aircraft Miles
(Millions) * 118 110 7.3
Cost of Fuel Per Gallon 52.06 c 54.51 c (4.5)
Gallons of Fuel Consumed
(Millions) 299 285 4.9
* = denotes scheduled service only.
c = cents
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 the revenue and expense
(which amounts net to zero) generated under the wet lease arrange-
ment. Wet lease amounts of $15.7 million and $14.1 million have
been excluded from the first quarter results for 1995 and 1994,
respectively, from both Other Revenue and Other Expenses for
purposes of financial statistics calculations.
</TABLE>
