<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, 1995
(Commission file number: 1-8444)
USAir, Inc. Employee Savings Plan
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
=================================================================
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements
and Supplemental Schedules
December 31, 1995 and 1994
(With Independent Auditors'
Report Thereon)
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Table of Contents
-----------------
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1995 and 1994 3
Notes to Financial Statements 4-13
Schedule I - Item 27a
Schedule of Assets Held for Investment Purposes
as of December 31, 1995 14-15
Schedule II - Item 27d
Schedule of Reportable Transactions for the year
ended December 31, 1995 16
Signature 17
Exhibit 23
Consent of Independent Auditors 18
<PAGE>
Independent Auditors' Report
The Plan Administrator and Participants
USAir, Inc. Employee Savings Plan:
We have audited the accompanying statements of net assets
available for plan benefits of the USAir, Inc. Employee Savings
Plan (the "Plan") as of December 31, 1995 and 1994, 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, 1995
and 1994, 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, 1995 and reportable transactions for the year ended December
31, 1995 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.
Washington, D.C. KPMG Peat Marwick LLP
June 14, 1996
1
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
1995 1994
---- ----
Assets:
Investments, at fair value:
Fidelity Magellan Fund $ 104,203,088 $ 63,197,753
Fidelity Equity Income Fund 38,481,770 25,201,519
Fidelity U.S. Equity Index Portfolio 16,463,720 9,619,797
Fidelity Retirement Government
Money Market Portfolio 16,461,676 13,201,723
Fidelity Intermediate Bond Fund 16,288,373 12,590,760
USAir Common Stock Fund 10,082,465 2,113,113
Participant loans receivable 7,992,865 4,452,036
Capital Growth Mix Portfolio 6,287,203 2,502,587
Moderation Mix Portfolio 1,993,755 653,112
Income Mix Portfolio 341,109 91,740
----------- -----------
218,596,024 133,624,140
Fixed Income Fund,
at contract value 17,385,300 14,518,568
----------- -----------
Total investments 235,981,324 148,142,708
Receivables:
Employer contributions - 266
----------- -----------
Total assets 235,981,324 148,142,974
----------- -----------
Liabilities:
Accrued expenses 13,839 9,674
----------- -----------
Net assets available for plan benefits $ 235,967,485 $ 148,133,300
=========== ===========
See accompanying Notes to Financial Statements.
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
Years ended December 31,
1995 1994
---- ----
Additions to net assets
attributable to:
Net appreciation (depreciation) in
fair value of investments $ 36,612,538 $ (7,910,372)
Investment income 11,199,051 6,583,875
Interest income on participant
loans 477,534 232,886
Participant contributions 34,357,479 33,926,459
Employer contributions 10,728,702 10,865,127
Rollover contributions 702,970 279,282
----------- -----------
Total additions 94,078,274 43,977,257
Deductions from net assets
attributable to:
Benefits paid to participants 6,909,272 4,601,997
Administrative expenses 47,817 32,358
----------- -----------
Total deductions 6,957,089 4,634,355
----------- -----------
Net increase 87,121,185 39,342,902
Net assets available for plan benefits:
Beginning of year 148,133,300 108,290,884
Transfer from other plans 713,000 499,514
----------- -----------
End of year $ 235,967,485 $ 148,133,300
=========== ===========
See accompanying Notes to Financial Statements.
3
<PAGE
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
December 31, 1995 and 1994
1. Description of Plan
The following description of the USAir, Inc. Employee
Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(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). The Plan was established on
January 1, 1993 for certain employees of USAir, Inc.
("USAir" or the "Company"). All non-contract and certain
employees covered by a collective bargaining agreement which
provides for their participation in the Plan, who are at
least 18 years of age, have completed 90 days of service and
who are not covered by another 401(k) plan sponsored by
USAir, except for those individuals not covered by the
United States income tax laws, are eligible to participate
in the Plan. Effective August 1, 1994 and December 31,
1995, the assets and liabilities related to flight simulator
engineers and the ground school training instructors,
respectively, were transferred to the Plan from the USAir,
Inc. 401(k) Savings Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended.
(b) Contributions
Eligible USAir employees electing to participate in the Plan
make contributions to the Plan via payroll deductions. Each
year Plan participants may contribute up to 13 percent of
pretax annual compensation, as defined in the Plan, unless
the participant is a highly compensated employee. If the
participant is a highly compensated employee, as defined by
the Code, the contribution percentage may not exceed eight
percent of pre-tax annual compensation. The amount of
contribution that may be made by a participant to the Plan
shall be a whole percentage of a participant's compensation.
Participant contributions for both 1995 and 1994 could not
exceed the statutory limit of $9,240 per year. The Company
makes a 50% matching contribution each pay period up to a
maximum of two percent of the employee's compensation. If
USAir's parent company, USAir Group, Inc., achieves certain
pre-tax margin levels, the Company will also make an annual
profit-sharing contribution to the Plan on behalf of each
participant. No profit-sharing contributions were made
during the years ended December 31, 1995 and 1994.
4
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(c) Vesting
Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting in the Company's
matching and profit-sharing contribution portion, plus
actual earnings thereon, is based on years of service. A
participant is 100 percent vested after two years of service
in the Company's matching contributions.
(d) Investment Options
The Company 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.
Each participant instructs the Recordkeeper how to allocate
their participant and company contributions. Participants
may invest their contributions in any combination among the
investment options available in increments of five percent.
If a participant fails to instruct the Recordkeeper on how
to allocate the contributions, then their contributions will
be invested in a cash equivalent fund, such as the Fidelity
Government Money Market Portfolio.
The Recordkeeper values account balances daily. Each
account balance is based on the value of the underlying
investments in each account. Generally, participants may
elect to change how future contributions are allocated or
may transfer current account balances among investment
options.
At December 31, 1995 and 1994, the Company offered seven
individual investment options and three diversified
portfolio mixes, which are pre-selected combinations of
mutual funds. The ten investment options are as follows:
Fidelity Magellan Fund - The Fund primarily invests in common
stocks and securities convertible to common stocks.
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.
5
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Fidelity 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.
Fidelity Retirement Government Money Market Portfolio -
Investments are made in high-quality money market instruments
offered primarily by U.S. and foreign corporations.
Fidelity Intermediate Bond - 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.
USAir Common Stock Fund - A fund comprised primarily of USAir
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.
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 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.
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 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.
6
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
Fixed Income Fund - This 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.
(e) Participant Loans Receivable and Hardship Withdrawals
All participants can borrow from their account, but may have
only one loan outstanding at a given point in time.
Participants may borrow from their fund accounts a minimum
of $1,000 up to a maximum equal 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
preceeding twelve month period) or 50 percent of their
separate account balance as of the date of the loan. Loan
transactions are treated as transfers between the investment
funds and the participant loan fund. Loan terms cannot
exceed 5 years, except for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account and bear interest at a rate
commensurate with local prevailing market rates for loans
made under similar circumstances. Principal and interest
are paid ratably through payroll deductions.
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) Payment of Benefits
Upon termination of service due to death, disability,
retirement or other termination of employment, distributions
to a participant or beneficiary is made as soon as
reasonably practicable. If the participant's account
balance is less than $3,500, a lump sum distribution is
automatic upon separation. 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.
7
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(g) Forfeited Accounts
Forfeited nonvested accounts will be used to reduce future
employer contributions.
(h) Administrative Expenses
Certain administrative expenses of the Plan are paid by
USAir.
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 USAir 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
USAir. 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 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 unrealized appreciation
(depreciation) on those investments. The Plan's investments
in guaranteed investment contracts ("GICs") are stated at
contract value (Note 4). Purchases and sales of investments
are recorded on a trade-date basis.
(c) Payment of Benefits
Benefits are recorded as deductions when paid.
8
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
(d) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
(e) Certain 1994 amounts have been reclassified to conform with
1995 classifications.
(this space intentionally left blank)
9
<PAGE>
<TABLE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
3. Investment Activity
The following table presents the investment funds' activities, for the years ended December 31, 1995 and 1994:
<CAPTION>
Fidelity
Retirement Fidelity
Fixed Government Fidelity Fidelity Fidelity U.S. Equity Income
Income Money Market Magellan Intermediate Equity Index Mix
Fund Portfolio Fund Bond Fund Income Fund Portfolio Portfolio
----------- ----------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 $10,728,484 $10,246,736 $47,219,647 $ 9,692,261 $19,424,073 $ 6,955,425 $ -
Investment income 791,864 454,580 2,073,216 785,032 2,213,213 265,970 -
Net appreciation (depreciation)
in fair value - - (3,168,385) (982,423) (2,212,542) (162,188) (81)
Interest income on participant loans - - - - - - -
Contributions 3,466,473 4,110,007 20,697,320 4,427,171 7,314,136 3,431,536 30,873
Net exchanges between investment funds 106,065 (1,124,248) (2,043,656) (908,635) (824,813) (672,216) 60,962
Administrative expenses (9,818) (634) (14,622) (278) (543) (29) (14)
Benefits paid to participants (591,957) (526,386) (1,781,554) (482,430) (791,629) (251,633) -
Transfers from (to) other plans 27,457 41,668 215,787 60,062 79,624 52,932 -
----------- ----------- ----------- ---------- ----------- ---------- -----------
Net Change in Investment Funds 3,790,084 2,954,987 15,978,106 2,898,499 5,777,446 2,664,372 91,740
----------- ----------- ----------- ---------- ----------- ---------- -----------
Balance at December 31, 1994 14,518,568 13,201,723 63,197,753 12,590,760 25,201,519 9,619,797 91,740
Investment income 1,072,103 847,490 5,839,110 924,761 2,138,722 376,865 -
Net appreciation (depreciation)
in fair value - - 18,939,844 820,726 6,484,475 3,593,223 27,848
Interest income on participant loans - - - - - - -
Contributions 3,178,236 4,029,806 20,558,828 3,834,066 6,962,894 3,284,831 117,503
Net exchanges between investment funds (572,802) (874,950) (2,033,891) (1,346,123) (1,357,922) (2,002) 114,791
Administrative expenses (13,356) (733) (21,768) (364) (626) (132) (35)
Benefits paid to participants (812,467) (784,227) (2,637,983) (552,767) (1,039,895) (457,539) (21,051)
Transfers from (to) other plans 15,018 42,567 361,195 17,314 92,603 48,677 10,313
----------- ----------- ----------- ---------- ----------- ----------- -----------
Net Change in Investment Funds 2,866,732 3,259,953 41,005,335 3,697,613 13,280,251 6,843,923 249,369
----------- ----------- ----------- ---------- ----------- ----------- -----------
Balance at December 31, 1995 $17,385,300 $16,461,676 $104,203,088 $16,288,373 $38,481,770 $16,463,720 $ 341,109
=========== =========== ============ =========== =========== =========== ===========
(table continued on next page)
10
</TABLE>
<PAGE>
<TABLE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
<CAPTION>
USAir
Capital Moderation Common Participant
Growth Mix Mix Stock Loan
Portfolio Portfolio Fund Fund Other Total
------------ ------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 $ - $ - $ 1,404,284 $ 2,610,488 $ 9,486 $108,290,884
Investment income - - - - - 6,583,875
Net appreciation (depreciation)
in fair value 3,414 (406) (1,387,761) - - (7,910,372)
Interest income on participant loans - - - 232,886 - 232,886
Contributions 759,263 235,430 613,559 - (14,900) 45,070,868
Net exchanges between investment funds 1,749,689 417,553 1,515,374 1,723,925 - -
Administrative expenses (312) (29) (2,085) - (3,994) (32,358)
Benefits paid to participants (11,099) (955) (39,617) (124,737) - (4,601,997)
Transfers from (to) other plans 1,632 1,519 9,359 9,474 - 499,514
----------- ----------- ----------- ----------- ----------- ------------
Net Change in Investment Funds 2,502,587 653,112 708,829 1,841,548 (18,894) 39,842,416
----------- ----------- ----------- ----------- ----------- ------------
Balance at December 31, 1994 2,502,587 653,112 2,113,113 4,452,036 (9,408) 148,133,300
Investment income - - - - - 11,199,051
Net appreciation (depreciation)
in fair value 978,012 253,732 5,514,678 - - 36,612,538
Interest income on participant loans - - - 477,534 - 477,534
Contributions 2,307,726 654,899 860,628 - (266) 45,789,151
Net exchanges between investment funds 712,197 450,551 1,636,731 3,273,420 - -
Administrative expenses (1,147) (182) (5,309) - (4,165) (47,817)
Benefits paid to participants (245,879) (21,993) (76,666) (258,805) - (6,909,272)
Transfers from (to) other plans 33,707 3,636 39,290 48,680 - 713,000
----------- ----------- ----------- ----------- ----------- ------------
Net Change in Investment Funds 3,784,616 1,340,643 7,969,352 3,540,829 (4,431) 87,834,185
----------- ----------- ----------- ------------ ----------- ------------
Balance at December 31, 1995 $ 6,287,203 $ 1,993,755 $10,082,465 $ 7,992,865 $ (13,839) $235,967,485
=========== =========== =========== ============ =========== ============
11
</TABLE>
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
(Continued)
4. Investment Contracts with Insurance Companies
The Plan has an interest in a portfolio of guaranteed
investment contracts with certain insurance companies of
$17,385,300 and $14,518,568 as of December 31, 1995 and
1994, respectively. The investment contracts are benefit
responsive because they provide reasonable access to the
funds by the Plan participants. 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 as of December 31, 1995 and 1994 was
$73,426,290 and $65,656,595. The average portfolio
crediting interest rate was approximately 5.7% and 6.2% as
of December 31, 1995 and 1994, respectively. The
portfolio average yield was approximately 6.5% for the
years ended December 31, 1995 and 1994. 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, 1995 and 1994. The fair value
of the portfolio was $74,818,203 and $63,463,514 as of
December 31, 1995 and 1994.
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 of the Plan, participants would
become 100 percent vested in their accounts. In addition,
the following actions would 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 must be disposed of in
normal form of payment, unless the participant's
spouse consents to other form of distribution.
12
<PAGE>
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
-----------------------------
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,
1995 1994
---- ----
Net assets available for plan benefits
per the financial statements $ 235,967,485 $ 148,133,300
Amounts allocated to withdrawing
participants (117,925) (1,167,168)
----------- -----------
Net assets available for plan
benefits per the Form 5500 $ 235,849,560 $ 146,966,132
=========== ===========
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year Ended
December 31, 1995
-----------------
Benefits paid to participants per the financial
statements $ 6,909,272
Add: Amounts allocated to withdrawing
participants at December 31, 1995 117,925
Less: Amounts allocated to withdrawing
participants at December 31, 1994 (1,167,168)
---------
Benefits paid to participants per the
Form 5500 $ 5,860,029
=========
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 qualifies for exemption from Federal income taxes
under the applicable provisions of the Code.
13
<PAGE>
<TABLE>
Schedule I
USAIR, INC. Page 1 of 2
EMPLOYEE SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
December 31, 1995
<CAPTION>
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
<S> <C> <C> <C>
Fidelity Retirement Shares in money $ 16,461,676 $ 16,461,676
Government Money market fund
Market Portfolio
Fidelity Magellan Fund Shares in registered 87,612,593 104,203,088
investment company
Fidelity Intermediate Shares in registered 16,131,424 16,288,373
Bond Fund investment company
Fidelity Equity Shares in registered 31,992,918 38,481,770
Income Fund investment company
Fidelity U.S. Equity Shares in registered 12,786,112 16,463,720
Index Portfolio investment company
USAir Common Stock Fund* Common stock of employer's 7,903,961 10,082,465
parent company, USAir
Group, Inc., and short-
term investments
Income Mix Portfolio Shares in registered 321,890 341,109
investment companies
(table continued on next page)
14
</TABLE>
<PAGE>
<TABLE>
Schedule I
USAIR, INC. Page 2 of 2
EMPLOYEE SAVINGS PLAN
Item 27a - Assets Held for Investment Purposes
----------------------------------------------
(Continued)
December 31, 1995
<CAPTION>
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
<S> <C> <C> <C>
Capital Growth Mix Shares in registered $ 5,456,206 $ 6,287,203
Portfolio investment companies
Moderation Mix Portfolio Shares in registered 1,764,511 1,993,755
investment companies
Participant Loans Interest rates range 7,992,865 7,992,865
from 7 percent to
10 percent per annum
Fixed Income Fund Guaranteed investment 17,385,300 17,385,300
contract, interest rates
range from 4.05 percent
to 8.68 percent per annum
------------ ------------
Total Investments $205,809,456 $235,981,324
============ ============
*Party in interest.
15
</TABLE>
<PAGE>
<TABLE>
Schedule II
USAIR, INC.
EMPLOYEE SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
----------------------------------------------
Year Ended December 31, 1995
Aggregate transactions during the year ended December 31, 1995, 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:
<CAPTION>
Total Number of Total Number Realized
Purchases Purchases Sales of Sales Gain(Loss)
--------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Fidelity Retirement $14,137,174 252 $10,877,220 247 $ -
Government Money
Market Portfolio
Fidelity Magellan Fund 39,756,349 252 17,690,858 248 2,240,535
Fidelity Intermediate 5,933,112 249 3,056,226 234 (28,931)
Bond Fund
Fidelity Equity 12,329,244 250 5,553,468 240 549,565
Income Fund
USAir Common Stock 18,094,493 252 15,639,819 235 1,938,809
Fund
Fixed Income Fund 5,954,878 212 3,088,146 123 -
16
</TABLE
<PAGE>
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.
USAir, Inc.
Employee Savings Plan
By: /s/ James A. Hultquist
----------------------
James A. Hultquist
Controller
USAir, Inc.
June 27, 1996
17
</TABLE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
USAir Group, Inc.:
We consent to the use of our report dated June 14, 1996, on the
statements of net assets available for plan benefits as of
December 31, 1995 and 1994, and the related statements of changes
in net assets available for plan benefits for the years then
ended for the USAir, Inc. Employee Savings Plan (the "Plan")
included in the Annual Report on Form 11-K relating to the Plan
filed by USAir Group, Inc. for the years ended December 31, 1995
and 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).
KPMG Peat Marwick LLP
Washington, D.C.
June 27, 1996
18
