SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

|        |  |                                                                                        
|------- |  | ---------------------------------------------------------------------------------------
|(X BOX) |  | Quarterly report pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2001 or

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|(BOX) |  | Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

|                               |  |        
|------------------------------ |  | -------
|For the transition period from |  | to     
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|Commission file number         |  | 1-10140

AMERICA WEST AIRLINES, INC.

(Exact name of registrant as specified in its charter)

|                                                               |  |                  |  |                                     
|-------------------------------------------------------------- |  | ---------------- |  | ------------------------------------
|DELAWARE                                                       |  |                  |  | 86-0418245                          
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of incorporation or organization) |  |                  |  | (I.R.S. Employer Identification No.)
|                                                              
|                                                              
|                                                              
|                                                              
|4000 EAST SKY HARBOR BLVD                                      |  | PHOENIX, ARIZONA |  | 85034                               
|                                                              
|                                                              
|                                                              
|                                                              
|(Address of principal executive offices)                       |  |                  |  | (Zip Code)                          

Registrants telephone number, including area code           (480) 693-0800

N/A(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|    |  |    |  |    |  | 
|--- |  | -- |  | -- |  | 
|Yes |  | XX |  | No |  | 

Indicate by checkmark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchanges Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

|    |  |    |  |    |  | 
|--- |  | -- |  | -- |  | 
|Yes |  | XX |  | No |  | 

The Company has 1,000 shares of Class B Common Stock outstanding as of July 31, 2001.

The Registrant, a wholly owned subsidiary of America West Holdings Corporation,
meets the condition set forth in general instruction H(1) (a) and (b) of Form
10-Q and is therefore filing this form with reduced disclosure format pursuant
to general instruction H (2).





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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICA WEST AIRLINES, INC.
Condensed Balance Sheets
(In thousands except share data)

|                        |                                                                                 |                            |           |             |         |              |           |         |         | 
|----------------------- | ------------------------------------------------------------------------------- | -------------------------- | --------- | ----------- | ------- | ------------ | --------- | ------- | ------- | 
|                        |                                                                                 |                            |           | June 30,    |         | December 31,
|                        |                                                                                 |                            |           | 2001        |         | 2000        
|                        |                                                                                 |                            |           |             |         |             
|                        |                                                                                 |                            |           | (Unaudited) |         |              |           |        
|Assets:                 |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|Current assets:         |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        | Cash and cash equivalents                                                       |                            | $         | 133,987     |         |              | $         | 139,150 |        
|                       
|                       
|                       
|                       
|                        | Short-term investments                                                          |                            |           | 27,864      |         |              |           | 50,686  |        
|                       
|                       
|                       
|                       
|                        | Accounts receivable, net                                                        |                            |           | 133,688     |         |              |           | 130,219 |        
|                       
|                       
|                       
|                       
|                        | Advances to parent company and affiliate, net                                   |                            |           | 262,478     |         |              |           | 273,272 |        
|                       
|                       
|                       
|                       
|                        | Expendable spare parts and supplies, net                                        |                            |           | 49,416      |         |              |           | 41,843  |        
|                       
|                       
|                       
|                       
|                        | Prepaid expenses                                                                |                            |           | 51,693      |         |              |           | 35,998  |        
|                        |                                                                                 |                            |           |             |         |              |           |        
|                        |                                                                                 | Total current assets       |           |             | 659,126 |              |           |         | 671,168 | 
|                        |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|Property and equipment: |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        | Flight equipment                                                                |                            |           | 980,771     |         |              |           | 903,336 |        
|                       
|                       
|                       
|                       
|                        | Other property and equipment                                                    |                            |           | 260,661     |         |              |           | 211,922 |        
|                       
|                       
|                       
|                       
|                        | Equipment purchase deposits                                                     |                            |           | 81,750      |         |              |           | 93,750  |        
|                        |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        |                                                                                 |                            | 1,323,182 |             |         |              | 1,209,008 |        
|                       
|                       
|                       
|                       
|                        | Less accumulated depreciation and amortization                                  |                            |           | 508,506     |         |              |           | 458,616 |        
|                        |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        |                                                                                 | Net property and equipment |           |             | 814,676 |              |           |         | 750,392 | 
|                        |                                                                                 |                            |           |             |         |              |           |        
|Other assets:           |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        | Restricted cash                                                                 |                            |           | 32,464      |         |              |           | 31,120  |        
|                       
|                       
|                       
|                       
|                        | Reorganization value in excess of amounts allocable to
identifiable assets, net |                            |           | 261,958     |         |              |           | 271,906 |        
|                       
|                       
|                       
|                       
|                        | Other assets, net                                                               |                            |           | 54,147      |         |              |           | 60,887  |        
|                        |                                                                                 |                            |           |             |         |              |           |        
|                        |                                                                                 | Total other assets         |           |             | 348,569 |              |           |         | 363,913 | 
|                        |                                                                                 |                            |           |             |         |              |           |        
|                       
|                       
|                       
|                       
|                        |                                                                                 | $                          | 1,822,371 |             |         | $            | 1,785,473 |        
|                        |                                                                                 |                            |           |             |         |              |           |        

See accompanying notes to condensed financial statements.

2



---



AMERICA WEST AIRLINES, INC.
Condensed Balance Sheets
(In thousands except share data)

|                                        |                                                                                                     |                            |           |             |         |              |           |         |         | 
|--------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ----------- | ------- | ------------ | --------- | ------- | ------- | 
|                                        |                                                                                                     |                            |           | June 30,    |         | December 31,
|                                        |                                                                                                     |                            |           | 2001        |         | 2000        
|                                        |                                                                                                     |                            |           |             |         |             
|                                        |                                                                                                     |                            |           | (Unaudited) |         |              |           |        
|Liabilities and Stockholder's Equity    |                                                                                                     |                            |           |             |         |              |           |        
|Current liabilities:                    |                                                                                                     |                            |           |             |         |              |           |        
|                                       
|                                       
|                                       
|                                       
|                                        | Current maturities of long-term debt                                                                |                            | $         | 133,435     |         |              | $         | 159,667 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts payable                                                                                    |                            |           | 174,378     |         |              |           | 147,661 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Air traffic liability                                                                               |                            |           | 227,815     |         |              |           | 183,531 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accrued compensation and vacation benefits                                                          |                            |           | 36,002      |         |              |           | 35,850  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accrued taxes                                                                                       |                            |           | 47,208      |         |              |           | 57,540  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Other accrued liabilities                                                                           |                            |           | 37,513      |         |              |           | 31,542  |        
|                                        |                                                                                                     |                            |           |             |         |              |           |        
|                                        |                                                                                                     | Total current liabilities  |           |             | 656,351 |              |           |         | 615,791 | 
|                                        |                                                                                                     |                            |           |             |         |              |           |        
|Long-term debt, less current maturities |                                                                                                     |                            | 196,520   |             |         |              | 145,578   |        
|                                       
|                                       
|                                       
|                                       
|Deferred credits and other liabilities  |                                                                                                     |                            | 101,618   |             |         |              | 99,308    |        
|                                       
|                                       
|                                       
|                                       
|Deferred tax liability, net             |                                                                                                     |                            | 41,959    |             |         |              | 42,856    |        
|                                       
|                                       
|                                       
|                                       
|Commitments and contingencies          
|                                       
|                                       
|                                       
|                                       
|Stockholders equity:                   |                                                                                                     |                            |           |             |         |              |           |        
|                                       
|                                       
|                                       
|                                       
|                                        | Class B common stock, $.01 par value. Authorized
1,000 shares; issued and outstanding, 1,000 shares |                            |           |            |         |              |           |        |        
|                                       
|                                       
|                                       
|                                       
|                                        | Additional paid-in capital                                                                          |                            |           | 519,749     |         |              |           | 519,748 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Retained earnings                                                                                   |                            |           | 305,840     |         |              |           | 362,192 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accumulated other comprehensive income                                                              |                            |           | 334         |         |              |           |        |        
|                                        |                                                                                                     |                            |           |             |         |              |           |        
|                                        |                                                                                                     | Total stockholders equity |           |             | 825,923 |              |           |         | 881,940 | 
|                                        |                                                                                                     |                            |           |             |         |              |           |        
|                                        |                                                                                                     | $                          | 1,822,371 |             |         | $            | 1,785,473 |        
|                                        |                                                                                                     |                            |           |             |         |              |           |        

See accompanying notes to condensed financial statements.

3



---



AMERICA WEST AIRLINES, INC.
Condensed Statements of Operations
(In thousands)
(Unaudited)

|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |           |           | 
|--------------------------------- | ------------------------------------------- | ----------------------------------------- | ------- | ------------------ | ------- | ---------------- | ------ | ------- | ------- | ---- | ------- | --------- | --------- | - | ------ | --------- | --------- | 
|                                  |                                             |                                           |         | Three Months Ended |         | Six Months Ended
|                                  |                                             |                                           |         | June 30,           |         | June 30,        
|                                  |                                             |                                           |         |                    |         |                 
|                                  |                                             |                                           |         | 2001               |         | 2000             |        | 2001    |         | 2000
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |     
|Operating revenues:               |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                 
|                                 
|                                 
|                                 
|                                  | Passenger                                   |                                           | $       | 547,428            |         |                  | $      | 575,466 |         |      | $       | 1,100,194 |           |   | $      | 1,090,533 |          
|                                 
|                                 
|                                 
|                                 
|                                  | Cargo                                       |                                           |         | 9,762              |         |                  |        | 9,492   |         |      |         | 19,760    |           |   |        | 19,427    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Other                                       |                                           |         | 16,719             |         |                  |        | 19,852  |         |      |         | 30,962    |           |   |        | 39,738    |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                  |                                             | Total operating revenues                  |         |                    | 573,909 |                  |        |         | 604,810 |      |         |           | 1,150,916 |   |        |           | 1,149,698 | 
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Operating expenses:               |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                 
|                                 
|                                 
|                                 
|                                  | Salaries and related costs                  |                                           |         | 146,832            |         |                  |        | 135,701 |         |      |         | 295,312   |           |   |        | 266,381   |          
|                                 
|                                 
|                                 
|                                 
|                                  | Aircraft rents                              |                                           |         | 89,002             |         |                  |        | 81,788  |         |      |         | 176,880   |           |   |        | 160,959   |          
|                                 
|                                 
|                                 
|                                 
|                                  | Other rents and landing fees                |                                           |         | 34,816             |         |                  |        | 31,869  |         |      |         | 70,189    |           |   |        | 62,049    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Aircraft fuel                               |                                           |         | 91,465             |         |                  |        | 83,167  |         |      |         | 192,899   |           |   |        | 158,859   |          
|                                 
|                                 
|                                 
|                                 
|                                  | Agency commissions                          |                                           |         | 22,251             |         |                  |        | 22,753  |         |      |         | 45,556    |           |   |        | 45,223    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Aircraft maintenance materials and repairs  |                                           |         | 65,304             |         |                  |        | 58,638  |         |      |         | 130,468   |           |   |        | 121,720   |          
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation and amortization               |                                           |         | 15,553             |         |                  |        | 13,446  |         |      |         | 30,071    |           |   |        | 26,446    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Amortization of excess reorganization value |                                           |         | 4,974              |         |                  |        | 4,974   |         |      |         | 9,948     |           |   |        | 9,948     |          
|                                 
|                                 
|                                 
|                                 
|                                  | Special charges                             |                                           |         | 35,695             |         |                  |        |        |         |      |         | 35,695    |           |   |        |          |          
|                                 
|                                 
|                                 
|                                 
|                                  | Other                                       |                                           |         | 123,824            |         |                  |        | 123,197 |         |      |         | 244,997   |           |   |        | 236,983   |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                  |                                             | Total operating expenses                  |         |                    | 629,716 |                  |        |         | 555,533 |      |         |           | 1,232,015 |   |        |           | 1,088,568 | 
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Operating income (loss)           |                                             |                                           | (55,807 | )                  |         |                  | 49,277 |         |         |      | (81,099 | )         |           |   | 61,130 |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Nonoperating income (expenses):   |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                 
|                                 
|                                 
|                                 
|                                  | Interest income                             |                                           |         | 6,340              |         |                  |        | 5,719   |         |      |         | 11,541    |           |   |        | 10,060    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Interest expense, net                       |                                           |         | (6,605             | )       |                  |        | (5,580  | )       |      |         | (13,785   | )         |   |        | (11,382   | )        
|                                 
|                                 
|                                 
|                                 
|                                  | Gain on sale of investment                  |                                           |         |                   |         |                  |        |        |         |      |         |          |           |   |        | 15,515    |          
|                                 
|                                 
|                                 
|                                 
|                                  | Other, net                                  |                                           |         | 138                |         |                  |        | (461    | )       |      |         | 391       |           |   |        | 961       |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|                                  |                                             | Total nonoperating income (expenses), net |         |                    | (127    | )                |        |         | (322    | )    |         |           | (1,853    | ) |        |           | 15,154    | 
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Income (loss) before income taxes |                                             |                                           | (55,934 | )                  |         |                  | 48,955 |         |         |      | (82,952 | )         |           |   | 76,284 |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Income taxes (benefit)            |                                             |                                           | (12,636 | )                  |         |                  | 20,678 |         |         |      | (26,600 | )         |           |   | 32,499 |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          
|Net income (loss)                 |                                             | $                                         | (43,298 | )                  |         | $                | 28,277 |         |         | $    | (56,352 | )         |           | $ | 43,785 |          
|                                  |                                             |                                           |         |                    |         |                  |        |         |         |      |         |           |           |   |        |          

See accompanying notes to condensed financial statements.

4



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AMERICA WEST AIRLINES, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                                    |                                                              |                                           |                                       |          |                  |          |         |          |        |          |  
|------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------- | ------------------------------------- | -------- | ---------------- | -------- | ------- | -------- | ------ | -------- | -
|                                                                    |                                                              |                                           |                                       |          | Six Months Ended
|                                                                    |                                                              |                                           |                                       |          | June 30,        
|                                                                    |                                                              |                                           |                                       |          |                 
|                                                                    |                                                              |                                           |                                       |          | 2001             |          | 2000   
|                                                                    |                                                              |                                           |                                       |          |                  |          |        
|Net cash provided by operating activities                           |                                                              | $                                         | 93,075                                |          |                  | $        | 182,497 |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Cash flows from investing activities:                               |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Purchases of property and equipment                          |                                           |                                       | (222,560 | )                |          |         | (138,351 | )     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Sales (purchases) of short-term investments                  |                                           |                                       | 22,822   |                  |          |         | (8,600   | )     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Proceeds from sale and leaseback of aircraft                 |                                           |                                       | 64,000   |                  |          |         |         |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Equipment purchase deposits and other                        |                                           |                                       | 5,907    |                  |          |         | 505      |       
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                    |                                                              |                                           | Net cash used in investing activities |          |                  | (129,831 | )       |          |        | (146,446 | )
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Cash flows from financing activities:                               |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Repayment of debt                                            |                                           |                                       | (120,829 | )                |          |         | (5,153   | )     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Proceeds from issuance of debt                               |                                           |                                       | 152,422  |                  |          |         | 32,000   |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Other                                                        |                                           |                                       |         |                  |          |         | (105     | )     
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                    |                                                              | Net cash provided by financing activities |                                       |          | 31,593           |          |         |          | 26,742 |         
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Net increase (decrease) in cash and cash equivalents                |                                                              |                                           | (5,163                                | )        |                  |          | 62,793  |         
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Cash and cash equivalents at beginning of period                    |                                                              |                                           | 139,150                               |          |                  |          | 105,545 |         
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Cash and cash equivalents at end of period                          |                                                              | $                                         | 133,987                               |          |                  | $        | 168,338 |         
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Cash, cash equivalents, and short-term investments at
end of period |                                                              | $                                         | 161,851                               |          |                  | $        | 192,555 |         
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Cash paid for:                                                      |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Interest, net of amounts capitalized                         |                                           | $                                     | 6,310    |                  |          | $       | 6,102    |       
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                    | Income taxes paid                                            |                                           | $                                     | 22       |                  |          | $       | 2,593    |       
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|Non-cash financing activities:                                      |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Notes payable issued for equipment purchase deposits         |                                           | $                                     | 10,500   |                  |          | $       | 17,500   |       
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         
|                                                                    | Notes payable canceled under the aircraft
purchase agreement |                                           | $                                     | 17,500   |                  |          | $       | 10,500   |       
|                                                                    |                                                              |                                           |                                       |          |                  |          |         |         

See accompanying notes to condensed financial statements.

5



---



AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001



|1. |  | BASIS OF PRESENTATION
|-- |  | ---------------------

The unaudited condensed financial statements included herein have been
prepared by America West Airlines, Inc., (AWA or the Company), a wholly
owned subsidiary of America West Holdings Corporation (Holdings), pursuant to
the rules and regulations of the Securities and Exchange Commission and in
accordance with those rules and regulations, certain information and footnotes
required by generally accepted accounting principles have been omitted. In the
opinion of management, the condensed financial statements reflect all
adjustments, which are of a normal recurring nature, necessary for a fair
presentation. Certain prior year amounts have been reclassified to conform
with current year presentation. The accompanying condensed financial
statements should be read in conjunction with the financial statements and
related notes thereto included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2000.



|2. |  | ADVANCES TO PARENT COMPANY AND AFFILIATE
|-- |  | ----------------------------------------

As of June 30, 2001, AWA had net advances to Holdings of $258.0 million.
In addition, AWA had net advances of $4.5 million to The Leisure Company
(TLC), a wholly owned subsidiary of Holdings.



|3. |  | FLIGHT EQUIPMENT
|-- |  | ----------------

In the second quarter of 2001, AWA borrowed $58.0 million from the America
West Airlines 2001-1 Pass Through Trusts (See Note 5, EETC Financing
Transaction") to fund the acquisition of two new A319 aircraft.



|4. |  | LONG-TERM DEBT
|-- |  | --------------

In exchange for flexibility under certain financial covenants, the Company
has agreed to temporarily limit its borrowings under its senior secured
revolving credit facility to $90 million, $89.9 million of which was outstanding as of
June 30, 2001. (SeeManagements Discussion and Analysis of Financial
Condition and Results of OperationsLiquidity and Capital ResourcesSources
and Uses of Cash").



|5. |  | EETC FINANCING TRANSACTION
|-- |  | --------------------------

In May 2001, America West Airlines 2001-1 Pass Through Trusts issued
$427.2 million of Pass Through Trust Certificates in connection with the
financing of nine Airbus A319 aircraft and five Airbus A320 aircraft. The
combined effective interest rate on this financing is 7.66% on a fixed rate
equivalent basis at the time of closing. The Pass Through Trust Certificates
were issued by separate trusts that hold equipment notes issued upon delivery
of each financed aircraft. Proceeds from the certificates are deposited in an
escrow account pending their application to purchase the equipment notes. The
equipment notes are secured by a security interest in the aircraft and are
issued in connection with either a leveraged lease financing or a mortgage
financing of the relevant aircraft, at AWAs election. The Pass Through Trust
Certificates are not direct obligations of, nor guaranteed by, Holdings or AWA.
However, AWA has certain indemnity obligations in respect of the trusts and
interest on the escrowed proceeds pending their application to finance
aircraft. The acquisition of each aircraft subject to this financing and
delivered to date has been structured as a mortgage financing.

Two of the aircraft that are the subject of this financing were delivered
in the second quarter of 2001 and three were delivered in July 2001. In
connection with the delivery of the aircraft, AWA issued equipment notes in an
aggregate amount of $58 million during the second quarter of 2001 and $87
million in July 2001. The remaining aircraft are expected to be delivered
between August 2001 and May 2002.

6



---



AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001



|6. |  | COMPREHENSIVE INCOME (LOSS)
|-- |  | ---------------------------

Comprehensive income (loss) includes changes in the fair value of
derivative financial instruments that qualify for hedge accounting. For the
three and six months ended June 30, 2001, the Company recorded a total
comprehensive loss of $41.2 million and $56.0 million, respectively. The
difference between net loss and comprehensive loss for the three and six months
ended June 30, 2001 is detailed in the following table:

|                   |                                                                   |   |                    |       |                  |   |         |        |  
|------------------ | ----------------------------------------------------------------- | - | ------------------ | ----- | ---------------- | - | ------- | ------ | -
|                   |                                                                   |   | Three Months Ended |       | Six Months Ended
|                   |                                                                   |   | June 30, 2001      |       | June 30, 2001   
|                   |                                                                   |   |                    |       |                 
|                   |                                                                   |   | (In thousands)    
|Net loss           |                                                                   | $ | (43,298            | )     |                  | $ | (56,352 | )     
|                   |                                                                   |   |                    |       |                  |   |         |       
|                  
|                  
|                  
|                  
|                   | Unrealized gains on derivative instruments,
net of deferred taxes |   |                    | 2,014 |                  |   |         | 1,956  |  
|                  
|                  
|                  
|                  
|                   | Realized gains (losses) on derivative
instruments, net of taxes   |   |                    | 40    |                  |   |         | (1,622 | )
|                   |                                                                   |   |                    |       |                  |   |         |       
|                   | Total other comprehensive income                                  |   |                    | 2,054 |                  |   |         | 334    |  
|                   |                                                                   |   |                    |       |                  |   |         |       
|Comprehensive loss |                                                                   | $ | (41,244            | )     |                  | $ | (56,018 | )     
|                   |                                                                   |   |                    |       |                  |   |         |       



|7. |  | SPECIAL CHARGES
|-- |  | ---------------

Earlier this year, AWA announced a cost reduction plan to respond to
a softening economy. The plan includes a slowing of the airlines growth
through the return of seven older 737-300 leased aircraft to the
lessors in the
second half of 2001 and January 2002 and significant reductions in overhead due
in part to select reductions-in-force of management, administrative and
clerical personnel.

The cost reductions include the following specific measures:



| |  |  | The return of seven 737-300
aircraft to the lessors. Five aircraft
will be returned as the leases expire between September 2001 and
January 2002. Two aircraft will be returned in September 2001 as a
result of the early termination of the leases.                                                                                                                                                                                             
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Significant reductions in overhead, including a 10% reduction in
management, administrative and clerical payroll, a 33% reduction in
paid overtime, a reduction in advertising and the elimination of
certain other discretionary expenses. The management, administrative
and clerical payroll reduction, which was completed in May 2001, was
accomplished through the combination of attrition, deferred hiring and
select reductions-in-force.

The Company recorded a pretax charge of $35.7 million in the second
quarter of 2001 related to the earlier-than-planned aircraft returns and
reductions-in-force. Included in this amount was an impairment loss
of approximately $12.0 million related to the aircraft returns.
During the quarter, the Company paid approximately $0.7 million in
severance related to the reductions-in-force. The remaining accrual
as of June 30, 2001 was approximately $23.0 million.

7



---



AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001



|8. |  | SEGMENT DISCLOSURES
|-- |  | -------------------

AWA is one reportable segment. Accordingly, the segment reporting
financial data required by Statement of Financial Accounting Standards (SFAS)
No. 131, Disclosures about Segments of an Enterprise and Related Information
is included in the accompanying balance sheets and statements of income.



|9. |  | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
|-- |  | -----------------------------------------

In June 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations.SFAS No. 141 primarily addresses the
accounting for the cost of an acquired business, including any subsequent
adjustments to its cost. SFAS No. 141 requires the use of the purchase method
of accounting for all business combinations, thereby eliminating the
pooling-of-interest method, and provides new criteria for determining whether
intangible assets acquired in a business combination should be recognized
separately from goodwill. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001 and for all business combinations
accounted for by the purchase method that are completed after June 30, 2001.
The adoption of SFAS No. 141 will have no impact on the Company at this time.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 142 primarily addresses the accounting for goodwill and
intangible assets subsequent to their acquisition. SFAS No. 142 does not
permit the amortization of goodwill as required by Accounting Principles Board
Opinion No. 17, Intangible Assets". Rather, goodwill will be subject to a
periodic impairment test, using a fair value-based approach. Under SFAS No.
141, reorganization value in excess of amounts allocable to
identifiable assets (ERV)
shall be reported as goodwill and accounted for in the same manner as goodwill.
SFAS No. 142 is effective for fiscal years beginning after December 15, 2001
except for goodwill acquired in a business acquisition after June 30, 2001,
which shall not be amortized. Upon adoption of this statement on January 2,
2002, the Companys estimated ERV balance of $252.0 million will no longer
be subject to amortization resulting in an annual decrease in amortization
expense of approximately $19.9 million.



|10. |  | SUBSEQUENT EVENTS
|--- |  | -----------------

Sale of Equity Investments

In July 2001, AWA sold 62,240 warrants to purchase common stock of
Expedia.com, resulting in a pretax gain of approximately $1.1 million.

8



---



AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001

In July 2001, AWA sold 73,413 Equant N.V. depository certificates, which
were held by the SITA Foundation, resulting in a pretax gain of approximately
$1.5 million.

9



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001



| |  | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
| |  | ---------------------------------------------------------------------------------------------

AWA is the eighth largest commercial airline carrier in the United States
operating through its principal hubs located in Phoenix, Arizona and Las Vegas,
Nevada, and a mini-hub located in Columbus, Ohio. As of June 30, 2001, AWA
served 60 destinations in North America, including seven destinations in Mexico
and two in Canada.

Overview

Over the past five fiscal years, AWA has experienced solid growth,
increasing revenues each year and increasing operating income each year until
2000. AWA reported approximately $2.3 billion in revenues in 2000, an increase
in annual revenues of 6.7% over revenues reported in 1999 and 31.7% over those
reported in 1996. In addition, operating income increased from $68.7 million
in 1996 to $197.9 million in 1999. However, largely as a result of increased
fuel costs, softening economic conditions, which has had a severe adverse
affect on airline industry revenues, and certain operating difficulties in
2000, AWA recorded an operating loss of $12.7 million for 2000 and a net loss
and operating loss of $56.4 million and $81.1 million, respectively, for the first
half of 2001. The airline industry is cyclical in nature and highly sensitive
to general economic conditions. Currently, the airline industry is
experiencing a decline in business traffic. In addition, historically high
fuel costs continue to increase costs and reduce margins. Management
anticipates that softening economic conditions and high fuel prices will
continue to place pressure on AWA and the industry in general.

Summary of Financial Results

AWA recorded a net loss of $43.3 million in the second quarter of 2001.
This compares to $28.3 million of net income in the second quarter of 2000.
The 2001 results include a pre-tax charge of $35.7 million resulting from the
Companys previously announced cost reduction initiatives discussed below, (see
Note 7, Special Chargesin Notes to Condensed Financial Statements).
Excluding the special charges, the net loss was $21.1 million. The decline in
earnings was due primarily to a softening economy, a 10.0% increase in
year-over-year fuel costs and much smaller book income tax credits. The
average fuel price for the 2001 second quarter was 84.5 cents per gallon as
compared to 77.4 cents in the second quarter of 2000. AWA recorded an income
tax benefit for financial reporting purposes of $12.6 million for the 2001
second quarter on a pretax loss of $55.9 million. Excluding special charges,
the Company would have reported tax expense of $0.9 million. This compares to
$20.7 million of income tax expense in the second quarter of 2000 on $49.0
million of pretax income. Primarily as a result of AWAs amortization of
excess reorganization value (ERV), which is not deductible for tax purposes,
AWAs book tax rate can fluctuate significantly with changes in earnings. The
loss in the second quarter 2001 resulted in much smaller book income tax
credits than would be anticipated had the Company used effective tax rates as
in the 2000 period.

AWA recorded a net loss of $56.4 million for the six months ended June 30,
2001. Excluding the special charges, the net loss was $34.2 million. This
compares to $43.8 million of net income in the 2000 period. Results for the
six month period in 2001 include an $11.0 million one-time gain resulting from
the settlement in March 2001 of a lawsuit related to an air-to-ground
telecommunication system that was previously written off and the $35.7 million
pre-tax charge resulting from the Companys cost reduction initiatives
discussed above. Results for the six month period in 2000 include a pretax
gain of $15.5 million ($9.6 million after tax) from AWAs sale of 500,000
warrants to purchase common stock of Priceline.com in the first quarter of
2000. AWA recorded an income tax benefit for financial reporting purposes of
$26.6 million for the six months ended June 30, 2001. This compares to $32.5
million of income tax expense for the 2000 six month period.

10



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

Airline Operations Update

Since July 2000 when AWA launched a series of customer service initiatives
to enhance its operational performance, the Company has made significant
improvement in a number of key service areas. For the second quarter of 2001,
as reported to the Department of Transportation (DOT):



| |  |  | On-time performance improved to 75.2% compared to 66.5% for the
second quarter of 2000;                                                                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The percentage of flights cancelled dropped to 1.9% from 3.9% for
the second quarter of 2000, due primarily to a significant decrease in
the number of maintenance-related cancellations compared to the second
quarter of 2000;
|
| |  |  | Load factor increased to 75.5% compared to 73.7% for the second quarter of 2000;                                                                                                                                                
|
| |  |  | AWA posted a 43% year-over-year improvement in mishandled baggage; and                                                                                                                                                          
|
| |  |  | Customer complaints to the DOT declined by 50% compared to the second quarter of 2000.                                                                                                                                          

Cost Reduction Plan

Earlier this year, AWA announced a cost reduction plan to respond to a
softening economy. The plan includes a slowing of the airlines growth through
the return of seven older 737-300 leased aircraft to the lessors in the second
half of 2001 and January 2002 and significant reductions in overhead due in
part to select reductions-in-force of management, administrative and clerical
personnel. As a result of these steps, AWA expects to reduce its annualized
expense budget by approximately $75 million. Capital spending will be reduced
an additional approximately $25 million. The capital reductions will be
realized in 2001 and approximately $25 million of cost reductions are expected
to occur in 2001.

The cost reductions include the following specific measures:



| |  |  | The return of seven 737-300
aircraft to the lessors. Five aircraft
will be returned as the leases expire between September 2001 and
January 2002. Two aircraft will be returned in September 2001 as a
result of the early termination of the leases. The result will be a
slowing of the growth of the airline from previously anticipated rates
of 7-8% in 2001 and 5-6% in 2002 to 5-6% in 2001 and 1-2% in 2002.                              
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Significant reductions in overhead, including a 10% reduction in
management, administrative and clerical payroll, a 33% reduction in
paid overtime, a reduction in advertising and the elimination of
certain other discretionary expenses. The management, administrative
and clerical payroll reduction, which was completed in May 2001, was
accomplished through the combination of attrition, deferred hiring and
select reductions-in-force.

The Company recorded a pretax charge of $35.7 million in the second
quarter of 2001 related to the earlier-than-planned aircraft returns and
reductions-in-force. Included in this amount was an impairment loss
of approximately $12.0 million related to the aircraft returns.
During the quarter, the Company paid approximately $0.7 million in
severance related to the reductions-in-force. The remaining accrual
as of June 30, 2001 was approximately $23.0 million.

11



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

RESULTS OF OPERATIONS

The following discussion provides an analysis of AWAs results of
operations for the second quarter and six months ended June 30, 2001 and
material changes compared to the second quarter and six months ended June 30,
2000.

The table below sets forth selected operating data for AWA.

|                                                 |                   |  |                    |      |         |  |                  |      |         |        |      |      |           |  |         |      |      |  |         |        |  |  |      |      |  
|------------------------------------------------ | ----------------- |  | ------------------ | ---- | ------- |  | ---------------- | ---- | ------- | ------ | ---- | ---- | --------- |  | ------- | ---- | ---- |  | ------- | ------ |  |  | ---- | ---- | -
|                                                 |                   |  | Three Months Ended |      | Percent |  | Six Months Ended |      | Percent
|                                                 |                   |  | June 30,           |      | Change  |  | June 30,         |      | Change 
|                                                 |                   |  | 2001               |      | 2000    |  | 2001-2000        |      | 2001    |        | 2000 |      | 2001-2000
|                                                 |                   |  |                    |      |         |  |                  |      |         |        |      |      |          
|Aircraft (end of period)                         |                   |  | 142                |      |         |  | 128              |      |         |        | 10.9 |      |           |  | 142     |      |      |  | 128     |        |  |  | 10.9 |     
|                                                
|                                                
|                                                
|                                                
|Average daily aircraft utilization (hours)       |                   |  | 10.2               |      |         |  | 11.1             |      |         |        | (8.1 | )    |           |  | 10.5    |      |      |  | 11.1    |        |  |  | (5.4 | )   
|                                                
|                                                
|                                                
|                                                
|Available seat miles (in millions)               |                   |  | 6,896              |      |         |  | 6,824            |      |         |        | 1.1  |      |           |  | 13,952  |      |      |  | 13,313  |        |  |  | 4.8  |     
|                                                
|                                                
|                                                
|                                                
|Block hours                                      |                   |  | 132,576            |      |         |  | 129,484          |      |         |        | 2.4  |      |           |  | 269,256 |      |      |  | 254,448 |        |  |  | 5.8  |     
|                                                
|                                                
|                                                
|                                                
|Average stage length (miles)                     |                   |  | 895                |      |         |  | 875              |      |         |        | 2.3  |      |           |  | 890     |      |      |  | 870     |        |  |  | 2.3  |     
|                                                
|                                                
|                                                
|                                                
|Average passenger journey (miles)                |                   |  | 1,307              |      |         |  | 1,294            |      |         |        | 1.0  |      |           |  | 1,281   |      |      |  | 1,246   |        |  |  | 2.8  |     
|                                                
|                                                
|                                                
|                                                
|Revenue passenger miles (in millions)            |                   |  | 5,205              |      |         |  | 5,029            |      |         |        | 3.5  |      |           |  | 10,087  |      |      |  | 9,355   |        |  |  | 7.8  |     
|                                                
|                                                
|                                                
|                                                
|Load factor (percent)                            |                   |  | 75.5               |      |         |  | 73.7             |      |         | 1.8pts |      |      | 72.3      |  |         |      | 70.3 |  |         | 2.0pts
|                                                
|                                                
|                                                
|                                                
|Passenger enplanements (in thousands)            |                   |  | 5,294              |      |         |  | 5,206            |      |         |        | 1.7  |      |           |  | 10,398  |      |      |  | 9,818   |        |  |  | 5.9  |     
|                                                
|                                                
|                                                
|                                                
|Yield per revenue passenger mile (cents)         |                   |  | 10.52              |      |         |  | 11.44            |      |         |        | (8.0 | )    |           |  | 10.91   |      |      |  | 11.66   |        |  |  | (6.4 | )   
|                                                
|                                                
|                                                
|                                                
|Revenue per available seat mile:                 |                   |  |                    |      |         |  |                  |      |         |        |      |      |           |  |         |      |      |  |         |        |  |  |      |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Passenger (cents) |  |                    | 7.94 |         |  |                  | 8.43 |         |        |      | (5.8 | )         |  |         | 7.89 |      |  |         | 8.19   |  |  |      | (3.7 | )
|                                                
|                                                
|                                                
|                                                
|                                                 | Total (cents)     |  |                    | 8.32 |         |  |                  | 8.86 |         |        |      | (6.1 | )         |  |         | 8.25 |      |  |         | 8.64   |  |  |      | (4.5 | )
|                                                
|                                                
|                                                
|                                                
|Fuel consumption (gallons in millions)           |                   |  | 108.2              |      |         |  | 107.3            |      |         |        | 0.8  |      |           |  | 218.1   |      |      |  | 208.0   |        |  |  | 4.9  |     
|                                                
|                                                
|                                                
|                                                
|Average fuel price (cents per gallon)            |                   |  | 84.5               |      |         |  | 77.4             |      |         |        | 9.2  |      |           |  | 88.5    |      |      |  | 76.5    |        |  |  | 15.7 |     
|                                                
|                                                
|                                                
|                                                
|Average number of full-time equivalent
employees |                   |  | 12,508             |      |         |  | 12,031           |      |         |        | 4.0  |      |           |  | 12,779  |      |      |  | 11,942  |        |  |  | 7.0  |     

The table below sets forth the major components of operating cost per
available seat mile (CASM) for AWA.

|                                            |  |                    |      |         |  |                  |      |         |  |      |       |           |  |  |      |  |  |  |      |  |  |  |       |  
|------------------------------------------- |  | ------------------ | ---- | ------- |  | ---------------- | ---- | ------- |  | ---- | ----- | --------- |  |  | ---- |  |  |  | ---- |  |  |  | ----- | -
|                                            |  | Three Months Ended |      | Percent |  | Six Months Ended |      | Percent
|                                            |  | June 30,           |      | Change  |  | June 30,         |      | Change 
|                                            |  | 2001               |      | 2000    |  | 2001-2000        |      | 2001    |  | 2000 |       | 2001-2000
|                                            |  |                    |      |         |  |                  |      |         |  |      |       |          
|(in cents)                                  |  |                    |      |         |  |                  |      |         |  |      |       |           |  |  |      |  |  |  |      |  |  |  |       |  
|                                           
|                                           
|                                           
|                                           
|Salaries and related costs                  |  |                    | 2.13 |         |  |                  | 1.99 |         |  |      | 7.0   |           |  |  | 2.12 |  |  |  | 2.00 |  |  |  | 6.0   |  
|                                           
|                                           
|                                           
|                                           
|Aircraft rents                              |  |                    | 1.29 |         |  |                  | 1.20 |         |  |      | 7.5   |           |  |  | 1.27 |  |  |  | 1.21 |  |  |  | 5.0   |  
|                                           
|                                           
|                                           
|                                           
|Other rents and landing fees                |  |                    | .50  |         |  |                  | .47  |         |  |      | 6.4   |           |  |  | .50  |  |  |  | .47  |  |  |  | 6.4   |  
|                                           
|                                           
|                                           
|                                           
|Aircraft fuel                               |  |                    | 1.33 |         |  |                  | 1.22 |         |  |      | 9.0   |           |  |  | 1.38 |  |  |  | 1.19 |  |  |  | 16.0  |  
|                                           
|                                           
|                                           
|                                           
|Agency commissions                          |  |                    | .32  |         |  |                  | .33  |         |  |      | (3.0  | )         |  |  | .33  |  |  |  | .34  |  |  |  | (2.9  | )
|                                           
|                                           
|                                           
|                                           
|Aircraft maintenance materials and repairs  |  |                    | .95  |         |  |                  | .86  |         |  |      | 10.5  |           |  |  | .93  |  |  |  | .92  |  |  |  | 1.1   |  
|                                           
|                                           
|                                           
|                                           
|Depreciation and amortization               |  |                    | .23  |         |  |                  | .20  |         |  |      | 15.0  |           |  |  | .22  |  |  |  | .20  |  |  |  | 10.0  |  
|                                           
|                                           
|                                           
|                                           
|Amortization of excess reorganization value |  |                    | .07  |         |  |                  | .07  |         |  |      |      |           |  |  | .07  |  |  |  | .07  |  |  |  |      |  
|                                           
|                                           
|                                           
|                                           
|Special charges                             |  |                    | .52  |         |  |                  |     |         |  |      | 100.0 |           |  |  | .26  |  |  |  |     |  |  |  | 100.0 |  
|                                           
|                                           
|                                           
|                                           
|Other                                       |  |                    | 1.79 |         |  |                  | 1.80 |         |  |      | (0.6  | )         |  |  | 1.75 |  |  |  | 1.78 |  |  |  | (1.7  | )
|                                            |  |                    |      |         |  |                  |      |         |  |      |       |           |  |  |      |  |  |  |      |  |  |  |       |  
|                                           
|                                           
|                                           
|                                           
|                                            |  |                    | 9.13 |         |  |                  | 8.14 |         |  |      | 12.2  |           |  |  | 8.83 |  |  |  | 8.18 |  |  |  | 7.9   |  
|                                            |  |                    |      |         |  |                  |      |         |  |      |       |           |  |  |      |  |  |  |      |  |  |  |       |  

12



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

Three Months Ended June 30, 2001 and 2000

For the three months ended June 30, 2001, AWA realized an operating loss
of $55.8 million. Excluding $35.7 million of special charges, AWAs operating
loss was $20.1 million. This is compared to $49.3 million of operating income
in last years second quarter.

Total operating revenues for the second quarter of 2001 were $573.9
million. Passenger revenues were $547.4 million for the second quarter of
2001, a decrease of $28.0 million or 4.9% from the second quarter of 2000. A
3.5% increase in revenue passenger miles (RPM) more than offset a 1.1%
increase in capacity as measured by available seat miles (ASM), resulting in
a 1.8 point increase in load factor (the percentage of available seats that are
filled with revenue passengers). This increase in load factor was more than
offset by an 8.0% decrease in revenue per passenger mile (yield), which
decreased passenger revenue per available seat mile (RASM) for the quarter
5.8% to 7.94 cents. The decrease in yield and RASM was due to an industry-wide
decline in business travel as a result of the slowing economy. Cargo revenues
were relatively flat quarter-over-quarter while other revenues decreased 15.8%
to $16.7 million due primarily to the effect of higher fuel prices and other
costs, which reduced net revenues from AWAs code sharing agreement with Mesa
Airlines.

Excluding special charges, CASM for the second quarter of 2001 increased
5.8% to 8.61 cents from 8.14 cents for the second quarter of 2000 largely due
to higher fuel prices and increases in capacity that were more modest than
originally planned. As a result, operating expenses increased $38.5 million in
the second quarter of 2001 or 6.9% as compared to the second quarter of 2000,
while ASMs increased only 1.1%. Significant changes in the components of CASM
excluding special charges are explained as follows:



| |  |  | Salaries and related costs per ASM increased 7.0% primarily due to
a higher number of employees in the second quarter of 2001 to support
anticipated growth. The average number of full-time equivalent
employees (FTE) increased 4.0% quarter-over-quarter while ASMs
increased only 1.1%. Average salaries and related costs per FTE
increased 4.1% primarily due to a new collective bargaining agreement
with the Companys fleet service workers, which was entered into in
June 2000. Also, the contract with the Air Line Pilots Association
(ALPA) (signed May 1995) required longevity-related salary level
increases. Payroll expense for fleet service workers and pilots
increased by $5.4 million and $2.0 million, respectively, in the second
quarter of 2001 as compared to the second quarter of 2000.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Aircraft rent expense per ASM increased 7.5% due to the net
addition of 14 leased aircraft to the fleet during the second quarter
of 2001 as compared to the second quarter of 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Other rents and landing fees expense per ASM increased 6.4% in the
second quarter of 2001 primarily due to higher airport rentals ($2.3
million) and landing fees ($1.1 million).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Aircraft fuel expense per ASM increased 9.0% due to a 9.2% increase
in the average price per gallon of fuel to 84.5 cents in the second
quarter of 2001 quarter from 77.4 cents in the second quarter of 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | Agency commissions expense per ASM decreased 3.0% due to an
increase in the percentage of non-commissionable revenue in the second
quarter of 2001, primarily as a result of increased usage of the
Companys website and other lower cost distribution channels.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Aircraft maintenance materials and repairs expense per ASM
increased 10.5% primarily due to higher aircraft C-Check ($3.8
million), airframe maintenance ($2.1 million) and engine overhaul ($0.9
million) expenses in the second quarter of 2001 when compared to the
second quarter of 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

13



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001



| |  |  | Depreciation and amortization expense per ASM increased 15.0% due
primarily to increases in depreciation and amortization expense related
to computer software and hardware additions and facility improvements
to
support growth ($0.7 million), rotable aircraft parts ($0.7 million) and
aircraft leasehold improvements ($0.4 million).                  
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Other operating expenses per ASM decreased 0.6% to 1.79 cents from
1.80 cents primarily due to the 1.1% increase in ASMs. A $4.8 million
decrease in interrupted trip expense was substantially offset by higher
professional and technical fees ($1.4 million), aircraft refueling
charges ($1.4 million) and ground handling contract costs ($1.3
million).

Net nonoperating expenses were relatively unchanged from the second
quarter of 2000. Net interest expense increased $1.0 million in the second
quarter of 2001 due to higher average outstanding debt while interest income
increased $0.6 million due to higher interest earned on the escrowed proceeds
from the 2001-1 Pass Through Trust Certificates. (See Liquidity and Capital
Resources Financing Transactionsbelow and Note 5, EETC Financing
Transactionin Notes to Condensed Financial Statements.)

Six Months Ended June 30, 2001 and 2000

For the six months ended June 30, 2001, AWA realized an operating loss of
$81.1 million. Excluding special charges, AWAs operating loss was $45.4
million. This is compared to $61.1 million of operating income in the six
months ended June 30, 2000.

Total operating revenues for the six months ended June 30, 2001 were $1.2
billion. Passenger revenues of $1.1 billion for the six months ended June 30,
2001 were relatively unchanged from the comparable 2000 period. RPMs increased
7.8% versus a 4.8% increase in capacity as measured by ASMs, resulting in a 2.0
point increase in load factor. This increase in load factor was more than
offset by a 6.4% decrease in yield, which decreased RASM for the six months
ended June 30, 2001 3.7% to 7.89 cents. The decrease in yield and RASM was due
to an industry-wide decline in business travel as a result of the slowing
economy. Cargo revenues were relatively flat period-over-period while other
revenues decreased 22.1% to $31.0 million for the six months ended June 30,
2001 due primarily to the effect of higher fuel prices and other costs, which
reduced net revenues from AWAs code sharing agreement with Mesa Airlines.

Excluding special charges, CASM for the six months ended June 30, 2001
increased 4.8% to 8.57 cents from 8.18 cents for the comparable 2000 period
largely due to higher fuel prices and increases in capacity that were more
modest than originally planned. As a result, operating expenses increased
$107.8 million for the six months ended June 30, 2001 or 9.9% as compared to
the 2000 period, while ASMs increased only 4.8%. Significant changes in the
components of CASM excluding special charges are explained as follows:



| |  |  | Salaries and related costs per ASM increased 6.0% primarily due to
a higher number of employees in the 2001 period to support anticipated
growth. The average number of FTEs increased 7.0% period-over-period
while ASMs increased only 4.8%. Average salaries and related costs per
FTE increased 3.6% primarily due to a new collective bargaining
agreement with the Companys fleet service workers, which was entered
into in June 2000. Also, the contract with ALPA (signed May 1995)
required longevity-related salary level increases. Payroll expense for
fleet service workers and pilots increased by $11.9 million and $4.6
million, respectively, in the 2001 period as compared to the 2000
period.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Aircraft rent expense per ASM increased 5.0% due primarily to the
net addition of 14 leased aircraft to the fleet during the 2001 period
as compared to the 2000 period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

14



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001



| |  |  | Other rents and landing fees expense per ASM increased 6.4% in the
2001 period primarily due to higher airport rentals ($4.4 million) and
landing fees ($4.2 million).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Aircraft fuel expense per ASM increased 16.0% due to a 15.7%
increase in the average price per gallon of fuel to 88.5 cents in the
2001 period from 76.5 cents in the 2000 period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | Agency commissions expense per ASM decreased 2.9% due to an
increase in the percentage of non-commissionable revenue in the 2001
period, primarily as a result of increased usage of the Companys
website and other lower cost distribution channels.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Aircraft maintenance materials and repairs expense per ASM
increased 1.1% primarily due to higher airframe maintenance ($4.5
million), aircraft C-Check ($4.3 million) and engine overhaul ($0.8
million) expenses. These increases were offset in part by a $1.3
million decrease in capitalized maintenance amortization expense for
the 2001 period when compared to the 2000 period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Depreciation and amortization expense per ASM increased 10.0% due
primarily to an increase in depreciation expense related to rotable
aircraft parts ($1.1 million) and owned aircraft ($0.6 million).
Higher amortization expense related to computer software and hardware
additions and facility improvements to support growth ($0.8 million)
and aircraft leasehold improvements ($0.7 million) also contributed to
the increase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Other operating expenses per ASM decreased 1.7% to 1.75 cents in
the first six months of 2001 from 1.78 cents in the 2000 period
primarily due to lower interrupted trip expenses ($6.8 million), the
recovery of $11.0 million from the settlement of a lawsuit related to
an air-to-ground telecommunication system that was previously written
off and the 4.8% increase in ASMs. These decreases were offset in part
by higher professional and technical fees ($2.7 million), bad debt
expense ($1.5 million), deicing costs ($0.8 million) and higher costs
resulting from growth. Growth-related costs include computer
reservations system booking fees ($5.7 million), aircraft refueling
charges ($3.1 million), ground handling contract costs ($2.6 million),
traffic liability and other insurance ($2.3 million), guard services
($1.4 million), catering costs ($1.1 million), credit card discount
fees ($0.6 million), frequent traveler program expenses ($0.5 million)
and software maintenance ($0.5 million).

AWA had net nonoperating expenses of $1.9 million in the first six months
of 2001 as compared to $15.2 million of net nonoperating income in the
comparable 2000 period. The period-over-period change was primarily due to a
$15.5 million gain on sale of 500,000 warrants to purchase common stock of
Priceline.com, Inc. in the 2000 period. Net interest expense increased $2.4
million in the 2001 period when compared to the 2000 period due to higher
average outstanding debt. Interest income increased $1.5 million due to higher
interest earned on the escrowed proceeds from the 2001-1 Pass Through Trust
Certificates. (See Liquidity and Capital Resources Financing Transactions
below and Note 5, EETC Financing Transactionin Notes to Condensed
Financial Statements.)

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Unrestricted cash and cash equivalents and short-term investments
decreased to $161.9 million at June 30, 2001 from $189.8 million at December
31, 2000. Net cash provided by operating activities decreased to $93.1 million
for the six months ended June 30, 2001 from $182.5 million for the six months
ended June 30, 2000

15



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

due principally to the loss in the 2001 period. Net cash
used in investing activities decreased to $129.8 million for the 2001 period
from $146.4 million for the 2000 period. This decrease was primarily due to
sales of short-term investments totaling $22.8 million in the 2001 period as
compared to purchases of $8.6 million of short-term investments in the 2000
period and the purchase of four new A319 aircraft in the 2001 period, of which
two were
purchased in the first quarter and two were purchased in the second quarter of
2001. (See Note 3, Flight Equipmentin Notes to Condensed Financial
Statements.) The two aircraft purchased in the first quarter of 2001 were
subsequently refinanced as the result of a sale/leaseback transaction in March
2001. The 2000 period included the purchase of one new A320 aircraft. Net
cash provided by financing activities was $31.6 million for the six months
ended June 30, 2001 compared to $26.7 million for the six months ended June 30,
2000. The 2001 period included $107.4 million of borrowing to fund the
acquisition of the four new A319 aircraft discussed above and $45.0 million of
borrowing under the Companys revolving credit facility. The 2001 period also
included the repayment of $49.4 million of debt as a result of the
sale/leaseback of two A319 aircraft discussed above and $66.5 million of
revolving credit facility debt repayments. The 2000 period included $32.0
million of borrowing to fund the acquisition of one new A320 aircraft.

Capital expenditures for the six months ended June 30, 2001 and 2000 were
approximately $222.6 million and $138.4 million, respectively. Included in
these amounts are capital expenditures for capitalized maintenance of
approximately $54.4 million for the six months ended June 30, 2001 and $61.3
million for the six months ended June 30, 2000.

AWA has in place a $125 million senior secured revolving credit facility
with a group of financial institutions that has a three-year term expiring in
December 2002. As of June 30, 2001, AWA had drawn $89.9 million under this
facility.

The credit agreement is secured by certain assets of AWA, contains
restriction on AWAs ability to take certain actions, and requires AWA to meet
and maintain certain financial tests and minimum ratios. In order to give AWA
added flexibility, effective June 29, 2001, two of these financial tests were
temporarily amended: the fixed charge coverage ratio requirement, which is
tested on a quarter-end basis, was reduced for the second and third quarters of
2001, and the minimum liquidity covenant was waived through October 31, 2001.
In connection with these amendments, AWA also agreed, among other things, to a
reduction of the borrowing base to a maximum of $90 million and an increase in
the applicable margin and standby commitment fee. If AWA satisfies certain
additional criteria by October 31, 2001, including obtaining additional equity
or debt financing in a threshold aggregate amount, the maximum borrowing base
will be restored to the original $125 million and the reduction of the required
fixed charge coverage ratio will become permanent through the term of the
credit facility (see Risk Factors Our high leverage and fixed costs may
limit our ability to fund general corporate requirements, limit our flexibility
in responding to competitive developments and increase our vulnerability to
adverse economic and industry conditionsbelow).

Certain of AWAs long-term debt agreements contain minimum cash balance
requirements, leverage ratios, coverage ratios and other financial covenants
with which AWA was in compliance as of June 30, 2001. Certain of these
financial covenants restrict the Companys ability to pay cash dividends on its
common stock and make certain other restricted payments (as specified therein).
Under these restrictions, as of June 30, 2001, the Companys ability to pay
dividends, together with any other restricted payments, would be limited.

Commitments

Long-term debt maturities through 2003 consist primarily of principal
amortization of notes payable secured by certain of AWAs aircraft and $89.9
million of borrowing under the revolving credit facility. Such maturities are
$37.5 million, $103.7 million and $12.1 million, respectively, for the
remainder of 2001, 2002 and

16



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

2003.     Management expects to fund the remaining
long-term debt maturities with cash from operations or by refinancing the
underlying obligations, subject to availability and market conditions.

At June 30, 2001, AWA had a commitment to AVSA S.A.R.L., an affiliate of
Airbus Industrie (AVSA), to purchase a total of 34 Airbus aircraft, with
nine remaining to be delivered in 2001. The remaining 25 aircraft will
be delivered in 2002 through 2004. AWA also has 17 options and 25 purchase
rights to purchase aircraft in the A320 family of aircraft (A318s, A319s,
A320s and A321s) for delivery in 2005 through 2008. The aggregate cost of firm
commitments remaining under the aircraft order is approximately $1.3 billion,
of which approximately $369.2 million is financed under the 2001-1 Pass Through
Trusts (see Financing Transactionsbelow).

AWA intends to seek additional financing (which may include public debt
financing or private financing) in the future when and as appropriate to
support these aircraft orders. There can be no assurance that sufficient
funding will be obtained for all aircraft. A default by AWA under the AVSA
purchase commitment could have a material adverse effect on AWA.

In January 2001, AWA entered into a development agreement and ground lease
with the City of Phoenix pursuant to which AWA will construct, lease and
operate a flight operations and training facility on land located on the
northwest corner of Interstate 10 and Buckeye Road and adjacent to Phoenix Sky
Harbor International Airport. The initial lease term is 20 years with two
five-year extension options. The facility will contain 164,000 square feet and
be comprised of pilot and in-flight training facilities, systems and
maintenance operations control, and crew scheduling. The estimated cost to
design and construct the facility is $35 million which the Company currently
intends to fund with operating cash flow, or if conditions warrant, the
issuance of debt.

Financing Transactions

In May 2001, America West Airlines 2001-1 Pass Through Trusts issued
$427.2 million of Pass Through Trust Certificates in connection with the
financing of nine Airbus A319 aircraft and five Airbus A320 aircraft. The
combined effective interest rate on this financing is 7.66% on a fixed rate
equivalent basis at the time of closing. The Pass Through Trust Certificates
were issued by separate trusts that hold equipment notes issued upon delivery
of each financed aircraft. Proceeds from the certificates are deposited in an
escrow account pending their application to purchase the equipment notes. The
equipment notes are secured by a security interest in the aircraft and are
issued in connection with either a leveraged lease financing or a mortgage
financing of the relevant aircraft, at AWAs election. The Pass Through Trust
Certificates are not direct obligations of, nor guaranteed by, Holdings or AWA.
However, AWA has certain indemnity obligations in respect of the trusts and
interest on the escrowed proceeds pending their application to finance
aircraft. The acquisition of each aircraft subject to this financing and
delivered to date has been structured as a mortgage financing.

Two of the aircraft that are the subject of this financing were delivered
in the second quarter of 2001 and three were delivered in July 2001. In
connection with the delivery of the aircraft, AWA issued equipment notes in an
aggregate amount of $58 million during the second quarter of 2001 and $87
million in July 2001. The remaining aircraft are expected to be delivered
between August 2001 and May 2002. With the issuance of these trust
certificates, management believes that it has addressed all of AWAs
anticipated aircraft financing requirements through November 2002.

In April 2001, Moodys downgraded its credit rating of AWA and revised its
outlook to negative. When announcing the downgrade, Moodys
stated that despite recent
improvements in its operating performance, AWA continues to face business
challenges and the potential exists for continued earnings and cash flow
pressures due to declining yields and a cost structure under pressure from
operations and fuel expenses. In June 2001, Standard &
Poors revised

17



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

its
outlook from stable to negative. Standard & Poors stated
that the outlook revision is based on
weaker-than-anticipated earnings since mid-2000, which Standard & Poors
expects to continue through 2001. (See Risk Factors Because our credit
rating was recently downgraded and our ratings outlook was revised to negative,
our borrowing costs may increase and our ability to incur additional debt may
be impaired below.)

OTHER INFORMATION

Labor Relations

The Company is in the process of negotiating with the ALPA on a new
contract for AWAs pilots. The existing contract with ALPA became amendable in
May 2000. In addition, the Company is in negotiations with the International
Brotherhood of Teamsters (IBT) on a first contract covering the Companys
stock clerks, a work group of approximately 60 employees. The Company cannot
predict the terms of these future collective bargaining agreements and
therefore the effect, if any, on AWAs operations or financial performance.
(See Risk Factors Negotiations with labor unions could divert management
attention, disrupt operations and increase our labor costs and operating
expensebelow.)

Recently Issued Accounting
Pronouncements

In June 2001, the
Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations. SFAS
No. 141 primarily addresses the accounting for the cost of an
acquired business, including any subsequent adjustments to its cost.
SFAS No. 141 requires the use of the purchase method of
accounting for all business combinations, thereby eliminating the
pooling-of-interest method, and provides new criteria for determining
whether intangible assets acquired in a business combination should
be recognized separately from goodwill. SFAS No. 141 is
effective for all business combinations initiated after June 30,
2001 and for all business combinations accounted for by the purchase
method that are completed after June 30, 2001. The adoption of
SFAS No. 141 will have no impact on the Company at this
time.

In June 2001, the
FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 142 primarily addresses the accounting
for goodwill and intangible assets subsequent to their acquisition.
SFAS No. 142 does not permit the amortization of goodwill as
required by Accounting Principles Board Opinion No. 17,
Intangible Assets. Rather, goodwill will be
subject to a periodic impairment test, using a fair value-based
approach. Under SFAS No. 141, reorganization value in excess of
amounts allocable to identifiable assets (ERV) shall be
reported as goodwill and accounted for in the same manner as
goodwill. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001 except for goodwill acquired in a
business acquisition after June 30, 2001, which shall not be
amortized. Upon adoption of this statement on January 2, 2002,
the Companys estimated ERV balance of $252.0 million will no
longer be subject to amortization resulting in an annual decrease in
amortization expense of approximately $19.9 million.

ADDITIONAL INFORMATION

The air travel business historically fluctuates in response to general
economic conditions. The airline industry is sensitive to changes in economic
conditions that affect business and leisure travel and is highly susceptible to
unforeseen events that result in declines in air travel, such as political
instability, regional hostilities, recession, fuel price escalation, inflation,
adverse weather conditions, consumer preferences, labor instability or
regulatory oversight. The Companys results of operations for interim periods
are not necessarily indicative of those for an entire year, because the travel
business is subject to seasonal fluctuations. Due to the greater demand for
air and leisure travel during the summer months, revenues in the airline and
leisure travel industries in the second and third quarters of the year tend to
be greater than revenues in the first and fourth quarters of the year.

This discussion contains various forward-looking statements and
information that are based on managements beliefs as well as assumptions made
by and information currently available to management. When used in this
document, the words anticipate, estimate, project, expect and similar
expressions are intended to identify forward-looking statements. Any
forward-looking statements speak only as of the date such statements are made.
Such statements are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, projected or expected. In addition to the
factors identified above, among the key factors that may have a direct bearing
on the Companys results are:



| |  |  | Competitive practices in the airline and travel industries
generally and particularly in the Companys principal markets;                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The ability of the Company to meet existing financial obligations
in the event of adverse industry or economic conditions or to obtain
additional capital to fund future commitments and expansion;
|
| |  |  | The Companys relationship with unionized employees generally and
the impact of the process of negotiation of labor contracts on our
operations;                                                   

18



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001



| |  |  | The outcome of negotiations of collective bargaining agreements and
the impact of those agreements on labor costs;             
| | - |  | -------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The impact of current and future laws and governmental regulations
affecting the airline industry and the Companys operations.

For additional discussion of such risks see the risk factors set forth
below.

RISK FACTORS

Our high leverage, fixed costs and the financial and other covenants in
our debt instruments may limit our ability to fund general corporate
requirements, limit our flexibility in responding to competitive developments
and increase our vulnerability to adverse economic and industry conditions.

As of June 30, 2001, we owed approximately $330.0 million of debt
(excluding the mortgage financing of three aircraft completed since June 2001
in an aggregate principal amount of $87.0 million). Much of our debt is secured
by a substantial portion of our assets, leaving us with limited assets to use
to obtain additional financing. In addition, we have significant capitalized
and operating lease obligations incurred in connection with the financing of
aircraft and the lease of airport and other facilities and we have fixed costs
in connection with our regional alliances with Mesa airlines and Chautauqua
Airlines. Our high leverage, lease obligations and other fixed costs, and the
financial and other covenants in our debt instruments may limit our ability to
borrow additional amounts and to fund general corporate requirements, including
working capital and capital expenditures, may limit our flexibility in
responding to competitive developments and adverse market conditions any may
increase our vulnerability to adverse economic and industry conditions.

We also have outstanding orders to purchase aircraft. While we have
arranged for financing for all aircraft deliveries scheduled through November
2002, we have firm orders to purchase an additional 20 aircraft between
December 2002 and December 2004 that will require additional financing. We
cannot guarantee that we will be able to obtain enough capital to finance the
remainder of the aircraft, and if we default on our commitments to purchase
aircraft, our ability to execute our business strategy could be materially
impaired.

We depend to a significant extent on our senior secured revolving credit
facility to maintain our liquidity. As of June 30, 2001, we had $89.9 million
drawn under this credit facility and a borrowing base of $90 million. The
credit facility expires in December 2002, and we cannot assure you that we will
be able to extend or refinance this facility on satisfactory terms, if at all.

The credit facility contains customary covenants that restrict our ability
to take certain actions and financial covenants that require us to meet and
maintain certain financial tests and minimum ratios. During the second quarter
of 2001, our lenders agreed to amend certain terms of our credit facility,
including providing additional flexibility under the financial covenants.
However, unless we satisfy certain additional criteria, including obtaining
additional equity or debt financing in a threshold aggregate amount, certain of
the amendments to our financial covenants are temporary. We cannot assure you
that we will satisfy such additional criteria (see Liquidity and Capital
Resources Sources and Uses of Cashabove). Nor can we assure you that we
can comply with the covenants and meet the financial tests of our credit
facility, even as amended. A breach of these covenants or the covenants in our
other debt instruments could result in the acceleration of the indebtedness
under our credit facility or under our other debt instruments. Any such breach
could have a material adverse effect on our liquidity and financial condition.

19



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

The airline industry and the markets we serve are highly competitive and
we may be unable to compete effectively against carriers with substantially
greater resources or lower cost structures.

The airline industry and most of the markets we serve are highly
competitive. We compete with other airlines on the basis of pricing,
scheduling (frequency and flight times), on-time performance, frequent flyer
programs and other services. Our principal competitor is Southwest Airlines.
We also compete against other existing carriers, many of which offer more
extensive routes, frequencies and customer loyalty, marketing and advertising
programs than we do. Some of our large competitors have substantially greater
resources than we do. From time to time, we also compete with new carriers
that enter the airline industry, which typically have low operating cost
structures. We may be unable to compete effectively against carriers with
substantially greater resources or lower cost structures. The entry of
additional new carriers in our markets, the consolidation of existing carriers
or increased competition from existing carriers, could adversely affect our
operating results.

Negotiations with labor unions could divert management attention, disrupt
operations and increase our labor costs and operating expenses.

Some of our employees are represented by unions. We currently are
negotiating collective bargaining agreements with ALPA, which represents all of
our approximately 1,700 pilots, and the IBT, which represents all of our
approximately 60 stock clerks. On May 2, 2001, we filed for federal mediation
with the National Mediation Board (the NMB) to facilitate contract
negotiation with ALPA and on August 8, 2001, the IBT filed for mediation with
the NMB in connection with the stock clerk negotiations. We cannot predict the
outcome of federal mediation or negotiations with ALPA or IBT. In addition,
other groups of employees may seek union representation. We cannot predict the
outcome of any future negotiations relating to union representation or
collective bargaining agreements. Agreements reached in collective bargaining
may increase operating expenses and lower operating results and net income.
This is particularly significant because our current employee costs contribute
substantially to the low cost structure that we believe is one of our
competitive strengths. In addition, negotiations with unions could divert
management attention and disrupt operations, which may result in increased
operating expenses and lower net income. If we are unable to negotiate
acceptable collective bargaining agreements, we might have to wait through
cooling off periods, which could be followed by union-initiated work actions,
including strikes. Depending on their type and duration, work actions could
disrupt our operations and, as a result, significantly adversely affect our
operating results.

Our business is sensitive to general economic conditions and seasonal
fluctuations. As a result, our prior performance is not necessarily indicative
of our future results.

The air travel business historically fluctuates on a seasonal basis and in
response to general economic conditions. Due to the greater demand for air and
leisure travel during the summer months, revenues in the airline industry in
the second and third quarters of the year tend to be greater than revenues in
the first and fourth quarters of the year. In addition, the airline industry
is highly susceptible to unforeseen events that result in declines in revenues
or increased costs, such as political instability, regional hostilities,
recession, fuel price escalation, inflation, adverse weather conditions,
consumer preferences, labor instability or regulatory oversight. Also, our
results of operations for interim periods are not necessarily indicative of
those for an entire year and our prior results are not necessarily indicative
of our future results.

20



---



AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

Fluctuations in fuel costs could adversely affect our operating expenses
and results.

The price and supply of jet fuel are unpredictable and fluctuate based on
events outside our control, including geopolitical developments, regional
production patterns and environmental concerns. Since fuel is the principal
raw material used in our business, accounting for 16.2% of our total operating
expenses in 2000, price escalations or reductions in the supply of jet fuel
will increase our operating expenses and cause our operating results and net
income to decline. For example, with our current level of fuel consumption, a
one cent per gallon increase in jet fuel prices will cause our annual operating
expense to increase by $4.7 million.

We have implemented a fuel hedging program to manage the risk and effect
of fluctuating jet fuel prices on our business. Our hedging program is similar
to hedging programs employed by other major airlines and is intended to offset
increases in jet fuel costs by using derivative instruments keyed to the future
price of heating oil, which is highly correlated to the price of jet fuel
delivered on the East Coast. Despite this program, we are not fully protected
against increasing jet fuel costs because our hedging program does not cover
all of our projected fuel volumes for 2001 and we have not executed hedging
transactions beyond March 31, 2002. Furthermore, our ability to effectively
hedge fuel prices is limited because we purchase a substantially larger portion
of our jet fuel requirements on the West Coast than our large competitors and
West Coast fuel prices are less correlated to heating oil prices and other
viable petroleum derivatives than East Coast fuel prices and, therefore, more
difficult to hedge.

Our operating costs could increase as a result of past, current or new
regulations that impose additional requirements and restrictions on airline
operations.

The airline industry is heavily regulated. Both federal and state
governments from time to time propose laws and regulations that impose
additional requirements and restrictions on airline operations. Implementing
these measures, such as aviation ticket taxes and passenger safety measures,
has increased operating costs for us and the airline industry as a whole.
Depending on the implementation of these and other laws, our operating costs
could increase significantly. In addition, certain governmental agencies, such
as the DOT and the Federal Aviation Administration have the authority to impose
mandatory orders, such as Airworthiness Directives in connection with our
aircraft, and civil penalties for violations of applicable laws and
regulations, each of which can result in material costs and adverse publicity.
We cannot predict which laws and regulations will be adopted or what other
action might be taken by regulators. Accordingly, we cannot guarantee that
future legislative and regulatory acts will not have a material impact on our
operating results.

Because our credit rating was recently downgraded and our ratings outlook
was revised to negative, our borrowing costs may increase and our ability to
incur additional debt may be impaired.

On April 19, 2001, Moodys downgraded our senior implied rating to B2 from
B1 and our senior unsecured debt rating to B3 from B1. As a result of this
downgrade, our borrowing costs may increase, which would increase our
interest expense and could affect our net income. In addition, this downgrade
could affect our ability to obtain additional financing. On April 19, 2001,
Moodys also revised its ratings outlook from stable to negative. In addition,
on June 18, 2001, Standard & Poors revised its ratings outlook from stable to
negative. A negative outlook suggests a further downgrade may occur in the
future. A future downgrade could negatively impact our borrowing
costs and the prices of any securities we have outstanding. (See Our high
leverage, fixed costs and the financial and other covenants in our debt
instruments may limit our ability to fund general corporate requirements, limit
our flexibility in responding to competitive developments and increase our
vulnerability to adverse economic and industry conditionsabove.)

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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

We depend on the expertise of our management team. If key individuals
leave unexpectedly, our business and operations could suffer.

Many of our executive officers are key to the management of our business
and operations. Our future success depends on our ability to retain these
officers and other capable managers. Although we have developed a management
succession plan and believe we could replace key personnel given adequate prior
notice, the unexpected departure of key executive officers could cause
substantial disruption to our business and operations. In addition, although
we believe that we can retain and recruit talented personnel, we may incur
substantial costs to do so, and if we are unable to do so our business and
operations may suffer.

The stockholders who effectively control the voting power of our parent
company could take actions that would favor their own personal interests to the
detriment of our interests.

Currently, three stockholders collectively control in excess of 50% of the
total voting power of Holdings, our parent corporation. These stockholders,
TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P. are all
controlled by the same company, TPG Advisors, Inc. Since TPG Advisors, Inc. is
an investment firm, its strategic objectives may be different than both the
short-term or long-term objectives of our board of directors and management.
We cannot guarantee that the controlling stockholders identified above will not
try to influence Holdings business in a way that would favor their own
personal interests to the detriment of our interests. Because Holdings owns
all of our outstanding shares, these three stockholders of Holdings effectively
may be able to control our airline activities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Sensitive Instruments

(a) Commodity Price Risk

As of June 30, 2001, the Company had entered into fixed price heating oil
swaps and costless collar transactions, which establish upper and lower limits
on heating oil futures prices. Further, the Company had entered into jet fuel
basis swaps, which establish fixed price differentials between spot jet fuel
prices and heating oil futures prices. These transactions are in place with
respect to approximately 46% of remaining projected fuel requirements for 2001,
including 60% of the anticipated fuel requirements for the third quarter 2001
and 31% of the anticipated fuel requirements for the fourth quarter 2001. In
addition, the Company has hedged approximately 10% of its anticipated fuel
requirements for the first quarter of 2002.

The use of such transactions in the Companys fuel hedging program could
result in the Company not fully benefiting from certain declines in heating oil
futures prices or certain declines in the differential between jet fuel and
heating oil futures prices. At June 30, 2001, the Company estimates that a 10%
increase in heating oil futures prices would have changed the fair value of the
swap and costless collar transactions by approximately $3.3 million while a 10%
decrease in heating oil futures prices would have changed the fair value by
approximately $2.4 million. Further, a 10% change in the price spread between
jet fuel and heating oil futures prices would have changed the fair value of
these basis swap transactions by approximately $79,000.

As of July 31, 2001, approximately 43% of AWAs remaining 2001 fuel
requirements are hedged.

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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

(c) Interest Rate Risk

The Companys exposure to interest rate risk relates primarily to its
variable rate long-term debt obligations. At June 30, 2001 the Companys
variable-rate long-term debt obligations of approximately $69.3 million
represented approximately 35.2% of its total long-term debt. If interest rates
increased 10% in 2001, the impact on the Companys results of operations would
not be material.

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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | a. |  | Exhibits
| | -- |  | --------

|        |  |                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                          
|NUMBER  |  | DESCRIPTION AND METHOD OF FILING                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                          
|*3.4    |  | Restated Bylaws of Holdings.                                                                                                                                                                                                                             
|       
|       
|       
|       
|*10.47  |  | Amendment No. 1, dated April 16, 2001, to Revolving Credit
Agreement dated as of December 10, 1999, among AWA and The
Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon
Smith Barney Inc. and Bankers Trust Company (the Credit
Agreement)
|       
|       
|       
|       
|*10.48  |  | Amendment No. 2, dated July 31, 2001, to the Credit Agreement.                                                                                                                                                                                           
|       
|       
|       
|       
|*10.49  |  | Amendment No. 3, dated July 31, 2001, to the Credit Agreement.                                                                                                                                                                                           



---

|* |  | Filed herewith.
|- |  | ---------------



| | b. |  | Reports on Form 8-K                                                                                                                                                                                                                                                          
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | Holdings filed a report on Form 8-K, dated June 5, 2001, furnishing
under item 9 a press release, dated June 5, 2001, setting forth
certain data regarding AWAs fleet plan, unit costs, operating
statistics, fuel and performance statistics.                              
|
| |    |  | AWA filed a report on
Form 8-K, dated May 22, 2001, describing under item 5
the completion of the private placement of $427 million of Enhanced
Equipment Trust Certificates and furnishing a copy of the press
release dated May 18, 2001 announcing such private placement.

24



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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|       |  |                 |  |                                                                                                                  
|------ |  | --------------- |  | -----------------------------------------------------------------------------------------------------------------
|       |  |                 |  | AMERICA WEST AIRLINES, INC.                                                                                      
|      
|       |  |                 |  | By     /s/ Thomas K. MacGillivrayThomas K. MacGillivray
        Senior Vice President and Chief Financial Officer
|      
|DATED: |  | August 14, 2001 |  |                                                                                                                  

25



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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                          
|NUMBER  |  | DESCRIPTION AND METHOD OF FILING                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                          
|*3.4    |  | Restated Bylaws of Holdings.                                                                                                                                                                                                                             
|       
|       
|       
|       
|*10.47  |  | Amendment No. 1, dated April 16, 2001, to Revolving Credit
Agreement dated as of December 10, 1999, among AWA and The
Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon
Smith Barney Inc. and Bankers Trust Company (the Credit
Agreement)
|       
|       
|       
|       
|*10.48  |  | Amendment No. 2, dated July 31, 2001, to the Credit Agreement.                                                                                                                                                                                           
|       
|       
|       
|       
|*10.49  |  | Amendment No. 3, dated July 31, 2001, to the Credit Agreement.                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                          
|       
|       
|       
|       
|*       |  | Filed herewith.                                                                                                                                                                                                                                          

26