UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year end December 31, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Supplemental Retirement Plan of Piedmont Aviation, Inc.
(Full title of the plan)
US Airways Group, Inc.
(Issuer of securities held pursuant to the plan noted above)
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
Commission file number: 1-8444
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Financial Statements
and Supplemental Schedules
December 31, 1997 and 1996
(With Independent Auditors'
Report Thereon)
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Table of Contents
-----------------
Page
----
Independent Auditors' Report 1
Financial Statements
Statements of Net Assets Available for Plan
Benefits as of December 31, 1997 and 1996 2
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1997 and 1996 3
Notes to Financial Statements 4 - 12
Supplemental Schedule I - Item 27a
Schedule of Assets Held for Investment Purposes
as of December 31, 1997 13 - 14
Supplemental Schedule II - Item 27d
Schedule of Reportable Transactions for the year
ended December 31, 1997 15
Signature 16
Exhibit 23
Consent of Independent Auditors 17
Independent Auditors' Report
The Plan Administrator and Participants
Supplemental Retirement Plan of Piedmont Aviation, Inc.:
We have audited the accompanying statements of net assets available
for plan benefits of the Supplemental Retirement Plan of Piedmont
Aviation, Inc. (the Plan) as of December 31, 1997 and 1996, 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, 1997 and 1996, 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, 1997 and
reportable transactions for the year ended December 31, 1997 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. These supplemental schedules are the
responsibility of the Plan's management. 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 12, 1998
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
--------------------
1997 1996
---- ----
Assets
Investments:
At fair value:
Shares of registered investment
companies:
Fidelity Equity Income Fund $ 9,860,992 $ 6,971,943
Fidelity Magellan Fund 8,363,329 7,261,121
US Airways Common Stock Fund 7,093,768 3,603,225
Fidelity Spartan U.S. Equity
Index Portfolio 4,928,165 2,595,052
Capital Growth Mix Portfolio 2,462,814 1,850,571
Moderation Mix Portfolio 1,426,658 992,897
Neuberger & Berman Guardian Trust 1,267,162 642,671
Fidelity Intermediate Bond Fund 685,509 883,864
Fidelity Retirement Government
Money Market Portfolio 516,883 861,462
Income Mix Portfolio 161,570 69,484
---------- ----------
36,766,850 25,732,290
At contract value:
Fixed Income Fund 18,100,096 18,999,630
---------- ----------
Total investments 54,866,946 44,731,920
---------- ----------
Net assets available for plan benefits $54,866,946 $44,731,920
========== ==========
See accompanying Notes to Financial Statements.
2
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
Years ended December 31,
------------------------
1997 1996
---- ----
Additions to net assets attributable to:
Net appreciation in fair value of
investments $ 9,421,176 $ 2,205,700
Investment income 2,464,847 3,044,377
----------- -----------
Total additions 11,886,023 5,250,077
----------- -----------
Deductions from net assets attributable to:
Benefits paid to participants 1,750,997 1,687,821
----------- ----------
Total deductions 1,750,997 1,687,821
----------- ----------
Net increase 10,135,026 3,562,256
Net assets available for plan benefits:
Beginning of year 44,731,920 41,169,664
----------- -----------
End of year $ 54,866,946 $ 44,731,920
=========== ===========
See accompanying Notes to Financial Statements.
3
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
1. Description of Plan
The following description of the Supplemental Retirement Plan
of Piedmont Aviation, Inc. (the Plan) provideds only general
information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan intended to qualify
as a profit sharing plan under Section 401(a) of the Internal
Revenue Code (IRC), as amended. Certain former employees of
Piedmont Aviation, Inc. (Piedmont) are covered by the Plan.
In November 1987, Piedmont was acquired by US Airways Group,
Inc. (formerly USAir Group, Inc.). In August 1989, Piedmont
was merged into US Airways, Inc. (formerly USAir, Inc.), a
wholly owned subsidiary of US Airways Group, Inc. (Group).
As part of the merger, the Plan was frozen as to additional
contributions effective July 31, 1989, with the exception of
rollover contributions from the terminated Piedmont Aviation,
Inc. Pilot Variable Annuity Trust. The Plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974, as amended.
US Airways, Inc. (US Airways or the Company), the plan
administrator, is responsible for the content and issuance of
the Plan's financial statements. Group is the issuer of
certain common stock securities held pursuant to the Plan.
(b) Vesting
Participants are fully vested in their contributions, plus
actual earnings thereon.
(c) 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.
Fidelity Management Trust Company is the Plan Trustee.
The Recordkeeper values account balances daily. Each account
balance is based on the value of the underlying investments
in each account. Generally, participants may transfer
current account balances among investment options.
4
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
As of December 31, 1997, the Company offered eleven
investment options in the form of eight individual investment
options and three diversified portfolio mixes, which are pre-
selected combinations of mutual funds. The eleven options
available to participants are as follows:
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.
Fidelity Magellan Fund - The fund primarily invests in common
stocks and securities of both well-known and lesser known
companies with potentially above-average growth potential.
Securities may be of foreign, domestic and multinational
companies.
US Airways Common Stock Fund - A fund comprised primarily of
US Airways Group, Inc. 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. Company contributions cannot be invested in this
fund, in accordance with the Plan document. In addition,
officers of the Company are not permitted to invest their
contributions in this Fund. Effective November 28, 1997
participants who exchange out of this fund to other investment
options cannot exchange into the fund for a period of 30
calendar days.
Fidelity Spartan 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.
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 Spartan 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.
5
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
Neuberger & Berman Guardian Fund - The fund primarily invests
in stocks of established, high-quality companies considered
to be undervalued.
Fidelity Intermediate Bond Fund - 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.
Fidelity Retirement Government Money Market Portfolio -
Investments are made in obligations issued or guaranteed as to
principal and interest by the U.S. government, its agencies or
instrumentalities.
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 Spartan 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.
Fixed Income Fund - The 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.
(d) Participant Withdrawals
Upon approval by the plan administrator, a participant may
withdraw his or her contributions from the account if it is
determined that the withdrawal is necessary to (i) alleviate
a financial hardship; (ii) reduce non-mortgage debt; or (iii)
make improvements to the participant's residence which are
determined by the plan administrator to be necessary.
6
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
(e) Payment of Benefits
Upon termination of service due to death, disability,
retirement or other termination of employment, a participant
may elect to receive one of the following: (i) a lump-sum
equal to the value of his/her account; (ii) to apply such
amount to the purchase of an immediate noncashable and
nontransferable contract from a legal reserve life insurance
company providing any one of several annuities (as elected by
the participant); or (iii) installment payments.
(f) Administrative Expenses
Certain administrative expenses of the Plan are paid by US
Airways.
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 US Airways 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 US
Airways. 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 its 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 unrealized appreciation
(depreciation) on those investments. The Plan's investments
in guaranteed investment contracts (GICs) are stated at
contract value (See Note 4). Purchases and sales of
investments are recorded on a trade-date basis.
7
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
The value of a participant's investment in the US Airways
Common Stock Fund is represented by units credited to the
participant's account. The unit values were determined by the
trustee. The units and unit values (rounded to the nearest
whole unit and cent) of the US Airways Common Stock Fund as of
the close of each quarter during 1997 and 1996 were as
follows:
1997 Number of Units Unit Value
- ----------- --------------- ----------
March 31 94,598 $ 38.44
June 30 84,599 52.69
September 30 92,166 61.08
December 31 78,306 90.59
1996 Number of Units Unit Value
- ----------- --------------- ----------
March 31 49,815 $ 28.84
June 30 90,190 28.32
September 30 95,870 25.97
December 31 98,395 36.62
(c) Payment of Benefits
Benefits are recorded as deductions when paid.
(d) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
(this space intentionally left blank)
8
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC
Notes to Financial Statements
-----------------------------
(Continued)
3. Investment Activity
The following table represents the investment funds' activities for the years ended December 31, 1997 and 1996:
<CAPTION>
Fidelity Fidelity
Retirement Fidelity Fidelity Spartan
Fixed Government Fidelity Intermediate Equity U.S. Equity
Income Money Market Magellan Bond Income Index
Fund 1) Portfolio 1) Fund 1) Fund 1) Fund 1) Portfolio 1)
----------- ----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $20,883,503* $ 603,000 $8,324,718* $1,035,584 $ 5,214,166* $1,570,333
Investment income 1,168,910 44,641 1,258,383 63,340 436,292 59,836
Net appreciation (depreciation)
in fair value - - (426,337) (31,103) 723,707 307,075
Net exchanges between investment funds (1,684,250) 269,813 (1,836,071) (153,748) 644,815 695,964
Benefits paid to participants (1,368,533) (55,992) (59,572) (30,209) (47,037) (38,156)
----------- ----------- ---------- ---------- ----------- ----------
Net Change in Investment Funds (1,883,873) 258,462 (1,063,597) (151,720) 1,757,777 1,024,719
----------- ----------- ---------- ---------- ----------- ----------
Balance at December 31, 1996 18,999,630* 861,462 7,261,121* 883,864 6,971,943* 2,595,052*
Investment income 1,090,067 47,287 550,289 50,413 536,489 97,938
Net appreciation in fair value - - 1,225,764 5,495 1,718,144 942,466
Net exchanges between investment funds (867,353) (305,890) (533,079) (239,996) 957,067 1,325,024
Benefits paid to participants (1,122,248) (85,976) (140,766) (14,267) (322,651) (32,315)
----------- ----------- ---------- ---------- ----------- ----------
Net Change in Investment Funds (899,534) (344,579) 1,102,208 (198,355) 2,889,049 2,333,113
----------- ----------- ---------- ---------- ----------- ----------
Balance at December 31, 1997 $18,100,096* $ 516,883 $8,363,329* $ 685,509 $ 9,860,992* $4,928,165*
=========== =========== ========== ========== =========== ==========
(table continued on next page)
9
</TABLE>
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
<CAPTION>
US Airways Neuberger
Income Capital Moderation Common & Berman
Mix Growth Mix Mix Stock Guardian
Portfolio 1) Portfolio 1) Portfolio 1) Fund 1) Trust Total
---------- ----------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $ 26,584 $ 1,269,519 $ 697,924 $ 1,544,333 $ - $ 41,169,664
Investment income - - - - 12,975 3,044,377
Net appreciation in fair value 4,686 209,297 112,269 1,264,176 41,930 2,205,700
Net exchanges between investment funds 38,214 371,755 270,556 795,186 587,766 -
Benefits paid to participants - - (87,852) (470) - (1,687,821)
---------- ----------- ----------- ----------- ----------- ------------
Net Change in Investment Funds 42,900 581,052 294,973 2,058,892 642,671 3,562,256
---------- ----------- ----------- ----------- ----------- ------------
Balance at December 31, 1996 69,484 1,850,571 992,897 3,603,225* 642,671 44,731,920
Investment income - - - - 92,364 2,464,847
Net appreciation in fair value 11,476 370,149 232,220 4,878,126 37,336 9,421,176
Net exchanges between investment funds 80,610 243,235 208,044 (1,362,453) 494,791 -
Benefits paid to participants - (1,141) (6,503) (25,130) - (1,750,997)
---------- ----------- ----------- ----------- ----------- ------------
Net Change in Investment Funds 92,086 612,243 433,761 3,490,543 624,491 10,135,026
---------- ----------- ----------- ----------- ----------- ------------
Balance at December 31, 1997 $ 161,570 $ 2,462,814 $ 1,426,658 $ 7,093,768* $ 1,267,162 $ 54,866,946
========== =========== ============ =========== =========== ============
* Investment fund balance represents greater than five percent of net assets available for plan benefits.
1) Party in interest.
10
</TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
4. Investment Contracts with Insurance Companies
The Plan had an interest in a portfolio of GICs with certain
insurance companies of $18,100,096 and $18,999,630 at
December 31, 1997 and 1996, respectively. The GICs are
benefit responsive because they provide reasonable access by
Plan participants to invested funds. Therefore, in
accordance with the American Institute of Certified Public
Accountant's Statement of Position 94-4, "Application of Fair
Value and Contract Value Reporting for Defined Contribution
Plan Investments," 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 at December 31,
1997 and 1996 was $85,983,442 and $79,111,397. The average
portfolio crediting interest rate was approximately 6.0% and
5.8% at December 31, 1997 and 1996, respectively. The
portfolio average yield was approximately 6.1% for the years
ended December 31, 1997 and 1996.
For GICs with variable rates (approximately 49% of the
portfolio, as measured by contract values), crediting rates
are reset either quarterly or bi-annually. Crediting rates
are determined based upon the yields to maturity of the
underlying assets, net of certain origination fees.
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, 1997 and 1996.
The fair value of the portfolio was $85,243,181 and
$79,347,056 at December 31, 1997 and 1996.
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, US Airways shall provide for the assets
under the Plan to be distributed in the forms of payment
available under the Plan to the participants, beneficiaries
or other successors in interest, the balance of their account
at the time of termination.
(this space intentionally left blank)
11
SUPPLEMENTAL RETIREMENT PLAN OF
PIEDMONT AVIATION, INC.
Notes to Financial Statements
-----------------------------
(Continued)
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,
-------------------
1997 1996
---- ----
Net assets available for plan
benefits per the financial
statements $54,866,946 $44,731,920
Amounts allocated to withdrawing
participants (18,335) (58,840)
----------- -----------
Net assets available for plan
benefits per the Form 5500 $54,848,611 $44,673,080
=========== ===========
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year Ended
December 31, 1997
-----------------
Benefits paid to participants per the
financial statements $1,750,997
Add: Amounts allocated to withdrawing
participants at December 31, 1997 18,335
Less: Amounts allocated to withdrawing
participants at December 31, 1996 (58,840)
---------
Benefits paid to participants per the
Form 5500 $1,710,492
=========
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 are designed in accordance with applicable
sections of the IRC.
12
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF Supplemental Schedule I
PIEDMONT AVIATION, INC. Page 1 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
December 31, 1997
<CAPTION>
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
<S> <C> <C> <C>
Fidelity Equity Shares in registered $ 7,031,856 $ 9,860,992
Income Fund* investment company
Fidelity Magellan Fund* Shares in registered 6,694,540 8,363,329
investment company
US Airways Common Stock Fund* Common stock of employer's 3,768,602 7,093,768
parent company, US Airways
Group, Inc., and short-
term investments
Fidelity Spartan U.S. Shares in registered 3,536,622 4,928,165
Equity Index Portfolio* investment company
Capital Growth Mix Shares in registered 1,813,396 2,462,814
Portfolio* investment companies
Moderation Mix Portfolio* Shares in registered 1,040,994 1,426,658
investment companies
Neuberger & Berman Shares in registered 1,237,669 1,267,162
Guardian Trust investment companies
(continued on next page)
13
</TABLE>
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF Supplemental Schedule I
PIEDMONT AVIATION, INC. Page 2 of 2
Item 27a - Schedule of Assets Held for Investment Purposes
----------------------------------------------------------
(Continued)
December 31, 1997
<CAPTION>
Identity Description Current
of Issue of Investment Cost Value
-------- ------------- ---- -------
<S> <C> <C> <C>
Fidelity Intermediate Shares in registered 704,493 685,509
Bond Fund* investment company
Fidelity Retirement Shares in money 516,883 516,883
Government Money market fund
Market Portfolio*
Income Mix Portfolio* Shares in registered 143,108 161,570
investment companies
Fixed Income Fund* Guaranteed Investment 18,100,096 18,100,096
Contracts, interest rates
range from 4.05% to 8.28%
per annum
----------- -----------
Total Investments $44,588,259 $54,866,946
=========== ===========
*Party in interest.
14
</TABLE>
<TABLE>
SUPPLEMENTAL RETIREMENT PLAN OF Supplemental Schedule II
PIEDMONT AVIATION, INC.
Item 27d - Schedule of Reportable Transactions
----------------------------------------------
Year Ended December 31, 1997
Aggregate transactions during the year ended December 31, 1997, 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
--------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Fidelity Magellan Fund* $ 2,273,486 148 $ 2,397,042 106 $ 303,539
Fidelity Equity 3,374,520 168 2,203,615 97 366,133
Income Fund*
US Airways Common Stock 16,997,317 210 18,384,901 121 2,394,692
Fund*
Fidelity Spartan U.S. 2,700,402 164 1,309,756 65 101,683
Equity Index Portfolio*
Fidelity Retirement 3,793,682 133 4,138,261 144 -
Government Money
Market Fund*
Fixed Income Fund* 14,182,752 181 15,082,286 178 -
*Party in interest.
15
</TABLE>
Signature
Pursuant to the requirements of the Securities 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 hereunto duly
authorized.
Supplemental Retirement Plan
of Piedmont Aviation, Inc.
By: /s/ James A. Hultquist
----------------------
James A. Hultquist
Controller
US Airways Group, Inc.
June 26, 1998
16
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
US Airways Group, Inc.:
We consent to the use of our report dated June 12, 1998, on the
statements of net assets available for plan benefits as of
December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the years then
ended for the Supplemental Retirement Plan for Piedmont Aviation,
Inc. (the Plan) included in the Annual Report on Form 11-K
relating to the Plan filed by US Airways Group, Inc. for the
years ended December 31, 1997 and 1996, 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 26, 1998
17
