<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: January 22, 1996
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
At a January 22, 1996 telephonic conference call with industry
analysts to discuss USAir Group's fourth quarter and 1995 year end
results, which had been publicly released earlier that day, USAir's
Chief Financial Officer, John Harper, told analysts that the
combination of weather and the Federal government shutdown
adversely affected USAir's January 1996 revenue by approximately
$40 million. Mr. Harper said that, of this $40 million negative
revenue impact, approximately $30 million was attributed to weather
and $10 million was attributed to the effects of the government
shutdown. Mr. Harper went on to say that USAir's expenses were
negatively impacted by approximately $2 million in January, and
that USAir's capacity was down by approximately 10 percent from
January 1995. Of that 10 percent capacity decline, approximately
1 1/2 percentage points could be attributed to adverse weather, and
the balance is the result of USAir's rightsizing program which was
begun in June 1995. Mr. Harper said that USAir's capacity in
calendar 1996 should be down by approximately 2 1/2 percent from
1995.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
- ----------- -----------
99 News release dated January 22, 1995 of USAir Group,
Inc. and USAir, Inc., with consolidated statements
of operations and a supplemental schedule for each
company.
<PAGE>
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: January 22, 1996 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
USAir, Inc.
Date: January 22, 1996 By: /s/ John W. Harper
---------------------------------
John W. Harper
Senior Vice President - Finance
and Chief Financial Officer
<PAGE>
Exhibit 99
USAIR REPORTS PROFIT OF $119.3 MILLION FOR 1995
ARLINGTON, Va., January 22, 1996 -- USAir Group, Inc. reported
an after-tax profit of $119.3 million for 1995 as compared to
1994's loss of $684.9 million. On a per-share basis, the profit
for 1995 is 55 cents after preferred dividend requirement, as
compared to a loss of $12.73 in 1994.
Revenues for the year were $7.5 billion, an increase of $477.1
million over 1994. Expenses were $7.2 billion, $335.9 million less
than the preceding year. Excluding one-time items and the special
profit-sharing program, which was designed to compensate employees
whose wages were reduced in 1992-93, net profit for the year would
have been $164.9 million, or $1.28 per share after preferred
dividend requirement.
For the fourth quarter of 1995, net profit was $60.3 million,
or 61 cents per share after preferred dividend requirement, as
compared to a loss in the fourth quarter of 1994 of $322.0 million.
USAir also made early payments of about $140 million to retire
high-cost debt during the fourth quarter and further steps to lower
debt and lease obligations are possible during 1996.
"Last year was a good one for the airline industry as a whole
and, certainly, for USAir. Our full potential, however, cannot be
realized, nor our existence assured, if we do not achieve a
competitive cost structure," said John Harper, USAir chief
financial officer.
"The fact remains that for all the progress we've made, our
unit labor costs still are the highest in the industry. We must
take advantage of this favorable industry and economic environment
to secure the lower costs we need to capitalize on our strengths in
the future."
<PAGE>
FULL YEAR RESULTS
USAir Group's net 1995 profit of $119.3 million came on
revenues of $7.5 billion and compared to a 1994 loss of $684.9
million on revenues of $7.0 billion. Operating profit for the year
was $321.7 million compared to an operating loss in 1994 of $491.4
million. After requirement for preferred dividends of $84.9
million, the profit for 1995 was $34.4 million, compared to a net
loss of $763.0 million in 1994 after provision for $78.0 million in
preferred dividends.
Preferred stock dividends currently are not being paid but
financial accounting principles require that they be reflected in
statements of operations.
Profit per common share in 1995 was 55 cents based on
62,430,000 shares outstanding. This compares to a loss per common
share of $12.73 based on 59,915,000 shares outstanding.
USAir flew 38.1 billion revenue passenger miles in 1995 and
58.7 billion available seat miles with a passenger load factor of
64.7 percent. Break-even load factor was 64.9 percent. This was
a decrease of 0.8 percent in RPMs and 4.7 percent in ASMs from
1994, reflecting the rightsizing program initiated in the late
spring of 1995. The load factor was 2.5 percentage points above
that for 1994. The average passenger journey increased 4.1 percent
from 638 miles to 664 miles.
QUARTERLY RESULTS
For the fourth quarter of 1995, the net profit of $60.3
million came on revenues of $1.85 billion. This compares to a net
loss of $322.0 million on revenues of $1.7 billion in the fourth
quarter of 1994. Operating profit for the quarter was $107.9
million compared to an operating loss in the fourth quarter of 1994
of $270.2 million.
After requirement for preferred dividends, the profit for
fourth quarter 1995 was $38.4 million compared to a loss of $342.0
million in the comparable quarter of 1994.
<PAGE>
The per share profit for the quarter was 61 cents based on
63,143,000 shares outstanding. This compares to a loss of $5.63 in
the fourth quarter of 1994 based on 60,690,000 million shares
outstanding.
USAir flew 9.1 billion revenue passenger miles and 13.7
billion available seat miles during the fourth quarter of 1994,
with a load factor of 65.8 percent for the quarter. Break-even
load factor was 65.0 percent. This was a decrease in RPMs of 3.9
percent and a decrease in ASMs of 12.5 percent as compared to the
fourth quarter of 1994, reflecting the rightsizing program that
went into effect in the late spring of 1995. The load factor
increased by 5.9 percentage points over the comparable figure for
1994. The average passenger journey increased 3.1 percent from 635
miles in fourth quarter 1994 to 655 miles in fourth quarter 1995.
NUMBER: 3058
<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
December 31, Better (Worse)
------------------ ---------------
1995 1994 Amount %
---- ---- ------ ---
Operating Revenues $1,854.5 $1,681.0 $ 173.5 10.3 %
Operating Expenses 1,746.6 1,951.2 204.6 10.5 %
------- ------- ------
Operating Income (Loss) 107.9 (270.2) 378.1 NM
Profit Sharing Expense (34.5) (2.0) (32.5) NM
One-Time - Add. (Deduct.) * 4.1 (186.8) 190.9 NM
------- ------- ------
Adjusted Operating
Income (Loss) 138.3 (81.4) 219.7 NM
Other Income (Expense), Net (45.1) (51.8) 6.7 12.9 %
------- ------- ------
Income (Loss) Before Taxes 62.8 (322.0) 384.8 NM
One-Time - Add. (Deduct.) ** - - - NM
------- ------- ------
Adjusted Income (Loss)
Before Taxes 93.2 (133.2) 226.4 NM
Income Tax Provision (Credit) 2.6 - (2.6) NM
------- ------- ------
Net Income (Loss) $ 60.3 $ (322.0) $ 382.3 NM
======= ======= ======
- ----------------------------
* One-Time Items - Operating Expenses:
Reserve for Non-Operating
Aircraft $ 4.1 $(132.8)
Obsolete Inventory - (54.0)
West Coast Realignment - -
Other - -
----- ------
Total $ 4.1 $(186.8)
===== ======
** One-Time Items - Other Income (Expense):
Asset Dispositions $ - $ -
===== ======
Total $ - $ -
===== ======
Note: Numbers may not add due to rounding.
NM - Not Meaningful
(continued on next page)
<PAGE>
USAir Group, Inc.
Comparative Consolidated Statements of Operations
Adjusted for Profit Sharing Expense and One-Time Items
(Unaudited)
(dollars in millions)
Twelve Months Ended
December 31, Better (Worse)
------------------ ---------------
1995 1994 Amount %
---- ---- ------ ---
Operating Revenues $7,474.3 $6,997.2 $ 477.1 6.8 %
Operating Expenses 7,152.7 7,488.6 335.9 4.5 %
------- ------- ------
Operating Income (Loss) 321.7 (491.4) 813.1 NM
Profit Sharing Expense (49.7) (4.1) (45.6) NM
One-Time - Add. (Deduct.) * 4.1 (254.5) 258.6 NM
------- ------- ------
Adjusted Operating
Income (Loss) 367.3 (232.8) 600.1 NM
Other Income (Expense), Net (193.4) (193.6) 0.2 0.1 %
------- ------- ------
Income (Loss) Before Taxes 128.3 (684.9) 813.2 NM
One-Time - Add. (Deduct.) ** - 28.3 (28.3) NM
------- ------- ------
Adjusted Income (Loss)
Before Taxes 173.9 (454.7) 628.6 NM
Income Tax Provision (Credit) 9.0 - (9.0) NM
------- ------- ------
Net Income (Loss) $ 119.3 $ (684.9) $ 804.2 NM
======= ======= ======
__________________________
* One-Time Items - Operating Expenses:
Reserve for Non-Operating
Aircraft $ 4.1 $(172.9)
Obsolete Inventory - (54.0)
West Coast Realignment - (25.9)
Other - (1.7)
----- ------
Total $ 4.1 $(254.5)
===== ======
** 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.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
December 31,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $1,670,125 $1,515,087 10.2
Cargo and Freight 38,956 41,631 (6.4)
Other 145,459 124,251 17.1
--------- ---------
Total Operating Revenues 1,854,540 1,680,969 10.3
Operating Expenses
Personnel Costs 708,049 701,197 1.0
Aviation Fuel 156,654 172,497 (9.2)
Commissions 131,815 137,696 (4.3)
Aircraft Rent 107,911 213,066 (49.4)
Other Rent and Landing Fees 93,652 108,394 (13.6)
Aircraft Maintenance 81,926 88,397 (7.3)
Depreciation and Amortization 88,469 121,976 (27.5)
Other, Net 378,144 407,946 (7.3)
--------- ---------
Total Operating Expenses 1,746,620 1,951,169 (10.5)
--------- ---------
Operating Income (Loss) 107,920 (270,200) -
Other Income (Expense)
Interest Income 19,071 9,006 -
Interest Expense (74,072) (74,014) 0.1
Interest Capitalized 1,051 5,213 (79.8)
Other, Net 8,855 7,977 11.0
--------- ---------
Other Income (Expense), Net (45,095) (51,818) (13.0)
--------- ---------
Income (Loss) Before Taxes 62,825 (322,018) -
Income Tax Provision (Credit) 2,571 - -
--------- ---------
Net Income (Loss) 60,254 (322,018) -
Preferred Dividend Requirement (21,860) (19,968) 9.5
--------- ---------
Net Income (Loss) Applicable to
Common Stockholders $ 38,394 $ (341,986) -
========= =========
Income (Loss) Per Common Share
Primary $ 0.61 $ (5.63) -
Fully Diluted $ 0.54 N/A -
Shares Used For Computation (000)
Primary 63,143 60,690
Fully Diluted 93,063 N/A
(continued on next page)
<PAGE>
USAir Group, Inc.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
Twelve Months Ended
December 31,
---------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $6,748,564 $6,357,547 6.2
Cargo and Freight 157,262 163,598 (3.9)
Other 568,522 476,049 19.4
--------- ---------
Total Operating Revenues 7,474,348 6,997,194 6.8
Operating Expenses
Personnel Costs 2,887,115 2,889,764 (0.1)
Aviation Fuel 634,320 671,926 (5.6)
Commissions 563,037 583,158 (3.5)
Aircraft Rent 437,649 563,572 (22.3)
Other Rent and Landing Fees 404,158 436,540 (7.4)
Aircraft Maintenance 346,854 392,181 (11.6)
Depreciation and Amortization 352,447 408,587 (13.7)
Other, Net 1,527,081 1,542,822 (1.0)
--------- ---------
Total Operating Expenses 7,152,661 7,488,550 (4.5)
--------- ---------
Operating Income (Loss) 321,687 (491,356) -
Other Income (Expense)
Interest Income 51,624 27,088 90.6
Interest Expense (302,593) (284,034) 6.5
Interest Capitalized 8,781 13,760 (36.2)
Other, Net 48,773 49,619 (1.7)
--------- ---------
Other Income (Expense), Net (193,415) (193,567) (0.1)
--------- ---------
Income (Loss) Before Taxes 128,272 (684,923) -
Income Tax Provision (Credit) 8,985 - -
--------- ---------
Net Income (Loss) 119,287 (684,923) -
Preferred Dividend Requirement (84,904) (78,036) 8.8
--------- ---------
Net Income (Loss) Applicable to
Common Stockholders $ 34,383 $ (762,959) -
========= =========
Income (Loss) Per Common Share
Primary $ 0.55 $ (12.73) -
Fully Diluted N/A N/A -
Shares Used For Computation (000)
Primary 62,430 59,915
Fully Diluted N/A N/A
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
December 31,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $1,543,292 $1,415,564 9.0
Cargo and Freight 37,993 40,781 (6.8)
Other 143,836 127,836 12.5
--------- ---------
Total Operating Revenues 1,725,121 1,584,181 8.9
Operating Expenses
Personnel Costs 673,609 668,928 0.7
Aviation Fuel 148,708 165,355 (10.1)
Commissions 122,789 130,073 (5.6)
Aircraft Rent 97,563 204,336 (52.3)
Other Rent and Landing Fees 89,720 104,772 (14.4)
Aircraft Maintenance 69,097 77,592 (10.9)
Depreciation and Amortization 84,909 116,557 (27.2)
Other, Net 354,788 394,117 (10.0)
--------- ---------
Total Operating Expenses 1,641,183 1,861,730 (11.8)
--------- ---------
Operating Income (Loss) 83,938 (277,549) -
Other Income (Expense)
Interest Income 18,964 9,269 -
Interest Expense (76,397) (76,083) 0.4
Interest Capitalized 1,051 5,213 (79.8)
Other, Net 7,056 7,613 (7.3)
--------- ---------
Other Income (Expense), Net (49,326) (53,988) (8.6)
--------- ---------
Income (Loss) Before Taxes 34,612 (331,537) -
Income Tax Provision (Credit) 1,043 - -
--------- ---------
Net Income (Loss) $ 33,569 $ (331,537) -
========= =========
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
December 31,
---------------------- Percent
1995 1994 Change
---- ---- -------
Revenue Passengers
(Thousands)* 13,688 14,671 (6.7)
Total Revenue Passenger Miles
(Millions) 9,054 9,417 (3.9)
Revenue Passenger Miles
(Millions)* 8,960 9,315 (3.8)
Total Available Seat Miles
(Millions) 13,723 15,678 (12.5)
Available Seat Miles
(Millions)* 13,613 15,561 (12.5)
Passenger Load Factor* 65.8 % 59.9 % 5.9 pts
Break Even Load Factor (Net)
(Note 3) 65.0 % 65.8 % (0.8)pts
Yield* 17.22 c 15.20 c 13.3
Passenger Revenue per Available
Seat Mile* 11.34 c 9.10 c 24.6
Revenue per Available Seat Mile
(Note 3) 12.45 c 10.00 c 24.5
Cost per Available Seat Mile
(Note 3) 11.87 c 10.58 c 12.2
Average Passenger Journey
(Miles)* 655 635 3.1
Average Stage Length (Miles)* 558 536 4.1
Revenue Aircraft Miles
(Millions)* 103 121 (14.9)
Cost of Fuel Per Gallon 55.50 c 54.24 c 2.3
Gallons of Fuel Consumed
(Millions) 268 305 (12.1)
(continued on next page)
<PAGE>
USAir, Inc.
(A Wholly-Owned Subsidiary of USAir Group, Inc.)
Consolidated Statements of Operations
(Unaudited)
(dollars in thousands)
Twelve Months Ended
December 31,
----------------------- Percent
1995 1994 Change
---- ---- -------
Operating Revenues
Passenger Transportation $6,267,762 $5,922,223 5.8
Cargo and Freight 153,651 160,364 (4.2)
Other 563,463 496,006 13.6
--------- ---------
Total Operating Revenues 6,984,876 6,578,593 6.2
Operating Expenses
Personnel Costs 2,751,437 2,753,269 (0.1)
Aviation Fuel 605,027 642,305 (5.8)
Commissions 527,058 549,192 (4.0)
Aircraft Rent 398,063 521,395 (23.7)
Other Rent and Landing Fees 388,866 422,190 (7.9)
Aircraft Maintenance 295,594 335,791 (12.0)
Depreciation and Amortization 337,066 387,211 (13.0)
Other, Net 1,447,114 1,484,212 (2.5)
--------- ---------
Total Operating Expenses 6,750,225 7,095,565 (4.9)
--------- ---------
Operating Income (Loss) 234,651 (516,972) -
Other Income (Expense)
Interest Income 51,122 28,044 82.3
Interest Expense (301,923) (285,846) 5.6
Interest Capitalized 8,781 13,760 (36.2)
Other, Net 44,767 44,831 (0.1)
--------- ---------
Other Income (Expense), Net (197,253) (199,211) (1.0)
--------- ---------
Income (Loss) Before Taxes 37,398 (716,183) -
Income Tax Provision (Credit) 4,408 - -
--------- ---------
Net Income (Loss) $ 32,990 $ (716,183) -
========= =========
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)
Twelve Months Ended
December 31,
--------------------- Percent
1995 1994 Change
---- ---- -------
Revenue Passengers
(Thousands)* 56,674 59,495 (4.7)
Total Revenue Passenger Miles
(Millions) 38,079 38,395 (0.8)
Revenue Passenger Miles
(Millions)* 37,618 37,941 (0.9)
Total Available Seat Miles
(Millions) 58,678 61,540 (4.7)
Available Seat Miles
(Millions)* 58,163 61,027 (4.7)
Passenger Load Factor* 64.7 % 62.2 % 2.5 pts
Break Even Load Factor (Net)
(Note 3) 64.9 % 67.3 % (2.4)pts
Yield* 16.66 c 15.61 c 6.7
Passenger Revenue per Available
Seat Mile* 10.78 c 9.70 c 11.1
Revenue per Available Seat Mile
(Note 3) 11.80 c 10.59 c 11.4
Cost per Available Seat Mile
(Note 3) 11.40 c 11.02 c 3.4
Average Passenger Journey
(Miles)* 664 638 4.1
Average Stage Length (Miles)* 560 536 4.5
Revenue Aircraft Miles
(Millions)* 444 473 (6.1)
Cost of Fuel Per Gallon 53.23 c 53.28 c (0.1)
Gallons of Fuel Consumed
(Millions) 1,137 1,205 (5.6)
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 $16.1 million and $63.6 million have been
excluded from the fourth quarter and year-to-date results
for 1995, respectively, and $15.7 and $60.7 million have
been excluded from the fourth quarter and year-to-date
results for 1994, respectively, from both Other Revenues
and Other Expenses for purposes of financial statistic
calculation.
