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

(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO
------------------- ------------------

COMMISSION FILE NUMBER 1-12649
-----------------------------------------------------

AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 86-0847214
- -------------------------------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

111 WEST RIO SALADO PARKWAY, TEMPE, ARIZONA 85281
- --------------------------------------------------------------------------------
(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
---- ----

THE COMPANY HAS 941,431 SHARES OF CLASS A COMMON STOCK AND 32,701,461 SHARES OF
CLASS B COMMON STOCK OUTSTANDING AS OF APRIL 27, 2001.
2
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)

MARCH 31, DECEMBER 31,
2001 2000
---- ----

ASSETS
------
Current assets:
Cash and cash equivalents .............................. $ 83,937 $ 144,138
Short-term investments ................................. 67,636 50,686
Accounts receivable, net ............................... 176,089 152,649
Expendable spare parts and supplies, net ............... 43,838 41,843
Prepaid expenses ....................................... 82,583 41,784
---------- ----------
Total current assets ............................... 454,083 431,100
---------- ----------

Property and equipment:
Flight equipment ....................................... 926,312 903,336
Other property and equipment ........................... 233,461 220,085
Equipment purchase deposits ............................ 78,250 93,750
---------- ----------
1,238,023 1,217,171
Less accumulated depreciation and amortization ......... 485,522 462,844
---------- ----------

Net property and equipment ........................ 752,501 754,327
---------- ----------

Other assets:
Restricted cash ........................................ 34,892 34,554
Reorganization value in excess of amounts allocable to
identifiable assets, net ........................... 288,406 293,780
Other assets, net ...................................... 50,380 54,754
---------- ----------

Total other assets ................................. 373,678 383,088
---------- ----------
$1,580,262 $1,568,515
========== ==========

See accompanying notes to condensed consolidated financial statements.

2
3
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)

MARCH 31, DECEMBER 31,
2001 2000
---- ----

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long-term debt ............................... $ 82,645 $ 159,667
Accounts payable ................................................... 171,506 156,449
Air traffic liability .............................................. 300,875 208,868
Accrued compensation and vacation benefits ......................... 36,282 36,070
Accrued taxes ...................................................... 19,592 21,469
Other accrued liabilities .......................................... 30,229 31,674
----------- -----------

Total current liabilities ...................................... 641,129 614,197
----------- -----------

Long-term debt, less current maturities ................................ 141,338 145,578

Deferred credits and other liabilities ................................. 106,547 101,122

Deferred tax liability, net ............................................ 38,741 40,545

Commitments and contingencies

Stockholders' equity:
Preferred stock, $.01 par value. Authorized 48,800,000
shares; no shares issued ....................................... -- --
Class A common stock, $.01 par value. Authorized
1,200,000 shares; issued and outstanding 941,431 shares at
March 31, 2001 and December 31, 2000 ........................... 9 9
Class B common stock, $.01 par value. Authorized
100,000,000 shares; issued 49,022,856 shares at March 31, 2001
and 48,991,256 shares at December 31, 2000 ..................... 490 490
Additional paid-in capital ......................................... 593,995 594,177
Retained earnings .................................................. 367,910 380,746
Accumulated other comprehensive loss ............................... (2,916) (1,108)
----------- -----------
959,488 974,314

Less: Cost of Class B Common Stock in treasury, 16,321,395 shares at
March 31, 2001 and 16,333,895 shares at December 31, 2000 ...... (306,981) (307,241)
----------- -----------

Total stockholders' equity ..................................... 652,507 667,073
----------- -----------
$ 1,580,262 $ 1,568,515
=========== ===========

See accompanying notes to condensed consolidated financial statements.

3
4
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
2001 2000
---- ----

Operating revenues:
Passenger ....................................... $ 552,766 $ 515,067
Cargo ........................................... 9,998 9,935
Other ........................................... 24,709 37,890
--------- ---------

Total operating revenues .................... 587,473 562,892
--------- ---------

Operating expenses:
Salaries and related costs ...................... 148,995 131,373
Aircraft rents .................................. 87,878 79,171
Other rents and landing fees .................... 35,373 30,180
Aircraft fuel ................................... 101,434 75,692
Agency commissions .............................. 23,305 22,470
Aircraft maintenance materials and repairs ...... 65,164 63,082
Depreciation and amortization ................... 14,518 13,000
Amortization of excess reorganization value ..... 4,974 4,974
Other ........................................... 130,338 131,920
--------- ---------

Total operating expenses .................... 611,979 551,862
--------- ---------

Operating income (loss) ............................. (24,506) 11,030
--------- ---------

Nonoperating income (expenses):
Interest income ................................. 3,032 2,342
Interest expense, net ........................... (5,309) (3,993)
Gain on sale of investment ...................... -- 15,515
Other, net ...................................... (127) 1,137
--------- ---------

Total nonoperating income (expenses), net ... (2,404) 15,001
--------- ---------

Income (loss) before income taxes ................... (26,910) 26,031
--------- ---------

Income taxes (benefit) .............................. (14,074) 11,402
--------- ---------

Net income (loss) ................................... $ (12,836) $ 14,629
========= =========

Earnings (loss) per share:
Basic ........................................... $ (0.38) $ 0.40
========= =========
Diluted ......................................... $ (0.38) $ 0.40
========= =========
Shares used for computation:
Basic ........................................... 33,621 36,310
========= =========
Diluted ......................................... 33,621 36,955
========= =========

See accompanying notes to condensed consolidated financial statements.

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5
AMERICA WEST HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
2001 2000
--------- ---------

Net cash provided by operating activities ................ $ 81,020 $ 45,945

Cash flows from investing activities:
Purchases of property and equipment .................. (111,862) (48,172)
Sales (purchases) of short-term investments .......... (16,949) 15,617
Proceeds from sale and leaseback of aircraft ......... 53,538 --
Equipment purchase deposits and other ................ 5,000 580
--------- ---------
Net cash used in investing activities ............ (70,273) (31,975)
--------- ---------

Cash flows from financing activities:
Repayment of debt .................................... (120,238) (4,472)
Proceeds from issuance of debt ....................... 49,422 --
Other ................................................ (132) 2,765
--------- ---------
Net cash used in financing activities ............ (70,948) (1,707)
--------- ---------

Net increase (decrease) in cash and cash equivalents ..... (60,201) 12,263
--------- ---------

Cash and cash equivalents at beginning of period ......... 144,138 112,174
--------- ---------

Cash and cash equivalents at end of period ............... $ 83,937 $ 124,437
========= =========

Cash, cash equivalents and short-term investments at end
of period ........................................... $ 151,573 $ 124,437
========= =========

Cash paid for:
Interest, net of amounts capitalized ................. $ 8,414 $ 6,628
========= =========
Income taxes ......................................... $ 23 $ 1,458
========= =========

Non-cash financing activities:
Notes payable canceled under the aircraft
purchase agreement .............................. $ 10,500 $ 7,000
========= =========
Notes payable issued for equipment purchase deposits . $ -- $ 14,000
========= =========

See accompanying notes to condensed consolidated financial statements

5
6
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001

1. BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements include the
accounts of America West Holdings Corporation ("Holdings" or the "Company") and
its wholly-owned subsidiaries, America West Airlines, Inc. ("AWA"), and The
Leisure Company ("TLC"). These statements have been prepared 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 consolidated 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 consolidated financial
statements should be read in conjunction with the consolidated 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. EARNINGS (LOSS) PER SHARE ("EPS")

The following table presents the computation of basic and diluted EPS.

THREE MONTHS ENDED MARCH 31,
2001 2000
---- ----
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)

BASIC EARNINGS (LOSS) PER SHARE

Income (loss) applicable to common stock ...... $ (12,836) $ 14,629
=========== ===========

Weighted average common shares outstanding .... 33,620,777 36,310,167
=========== ===========

Basic earnings (loss) per share ............... $ (0.38) $ 0.40
=========== ===========

DILUTED EARNINGS (LOSS) PER SHARE

Income (loss) applicable to common stock ...... $ (12,836) $ 14,629
=========== ===========

Share computation:
Weighted average common shares outstanding .. 33,620,777 36,310,167
Assumed exercise of stock options ........... -- 644,687
----------- -----------

Weighted average common shares
outstanding as adjusted ............... 33,620,777 36,954,854
=========== ===========

Diluted earnings (loss) per share ............. $ (0.38) $ 0.40
=========== ===========

For the three months ended March 31, 2001, the incremental shares from
assumed exercise of stock options are not included in the computation of diluted
EPS because of the antidilutive effect on EPS.

For the three months ended March 31, 2000, options for 3,158,447 shares
are not included in the computation of diluted EPS because the option exercise
prices were greater than the average market price of common stock for the
period.

7
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001

3. FLIGHT EQUIPMENT

In January 2001 AWA borrowed $49.4 million from the America West
Airlines 2000-1 Pass Through Trusts to fund the acquisition of two new A319
Airbus aircraft. In March 2001 AWA entered into a sale/leaseback transaction
whereby the Company sold these aircraft resulting in a $9.6 million gain. This
gain was deferred and is being amortized over the term of the operating leases,
which approximate 22 years, as a reduction in rent expense.

In the first quarter of 2001, AWA also entered into an aircraft lease
arrangement for one new A320 aircraft with a lease term of 22 years.

4. ADOPTION OF NEW ACCOUNTING STANDARD

On January 1, 2001 the Company adopted SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", which established accounting and
reporting standards for all derivative instruments and hedging activities. SFAS
No. 133 requires recognition of all derivatives as either assets or liabilities
in the balance sheet at fair value. If certain conditions are met, a derivative
may be specifically designated as a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment
("fair value hedge"), a hedge of the exposure to variable cash flows of a
forecasted transaction ("cash flow hedge"), or a hedge of the foreign currency
exposure ("foreign currency hedge") of a net investment in a foreign operation
or a foreign currency-denominated forecasted transaction. The accounting for
changes in the fair value of a derivative (that is, gains and losses) depends on
the intended use of the derivative and the resulting designation. In accounting
for a fair value hedge, the derivative hedging instrument will be measured at
fair value with the mark to fair value being recorded in earnings. In a cash
flow hedge, the derivative hedging instrument will be measured at fair value
with the effective portion of the gains or losses on the derivative hedging
instrument initially being reported in other comprehensive income.

The Company's fuel hedging contracts qualify as cash flow hedges, as
they hedge exposure to variable cash flows of forecasted transactions. Upon
adoption of SFAS 133, the Company recorded the fair market value of these
hedging contracts as a net obligation of $2.4 million on the Company's balance
sheet. In accordance with SFAS 133, the Company recorded a loss of $1.7 million,
net of taxes of $0.7 million, in other comprehensive income. The adoption of
SFAS 133 did not have a material effect on the Company's results of operations.

As of March 31, 2001, the fair market value of AWA's fuel hedging
contracts was relatively unchanged from January 1, 2001.

5. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes unrealized gains and losses on
available-for-sale securities and changes in the fair value of derivative
financial instruments which qualify for hedge accounting. (See Note 4, "Adoption
of New Accounting Standard".) During the first quarter of 2001, the Company
recorded a total comprehensive loss of $14.6 million. The difference between net
loss and comprehensive loss for the three months ended March 31, 2001 is
detailed in the following table:

7
8
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001

THREE MONTHS ENDED
MARCH 31, 2001
--------------
(IN THOUSANDS)

Net loss ............................................... $(12,836)
--------

Unrealized loss on derivative instruments,
net of deferred taxes ........................... (1,720)
Unrealized loss on marketable equity securities,
net of deferred taxes ........................... (88)
--------
Total other comprehensive loss ...................... (1,808)
--------

Comprehensive loss ..................................... $(14,644)
========

6. CODESHARE AGREEMENTS

In March 2001 AWA restructured its codeshare agreement with Mesa
Airlines to expand regional flying in the western United States under the
America West Express banner. AWA also entered into a new partnership with
Chautauqua Airlines for regional codesharing as America West Express in the
eastern United States. Under these agreements, the America West Express regional
fleet will increase to 77 jet aircraft by 2005 with options for further
expansion to as many as 129 aircraft. The new regional jets will be used to grow
AWA's service from its three primary hubs in Phoenix, Las Vegas and Columbus,
Ohio. In February 2001 AWA also entered into a codeshare agreement with Big Sky
Airlines, expanding AWA's route structure with service to 20 new markets in
Montana, Texas, Oklahoma and Arkansas.

7. SEGMENT DISCLOSURES

Holdings is one reportable operating segment. Accordingly, the segment
reporting financial data required by Statements of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" is included in the accompanying consolidated balance sheets and
statements of operations.

8. SUBSEQUENT EVENTS

Cost Reduction Plan

In April 2001 Holdings announced a cost reduction plan to respond to a
softening economy. The plan includes significant reductions in overhead due in
part to select reductions-in-force of management, administrative and clerical
personnel and a slowing of the airline's growth through the return of five older
737-300 leased aircraft to the lessor in the fourth quarter of 2001 through the
first quarter of 2002. (See "Cost Reduction Plan" in Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations.)

The Company expects to record a pretax charge of approximately $15-20
million in the second quarter of 2001 related to the aircraft returns and
reductions-in-force.

EETC Financing Transaction

8
9
AMERICA WEST HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001

delivery of each financed aircraft. The equipment notes will be secured by a
security interest in the aircraft. The equipment notes will be 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
will not be direct obligations of, nor guaranteed by, Holdings or AWA. The
aircraft to be financed are expected to be delivered to AWA between May 2001 and
May 2002. The Company has obtained bridge financing from a third party to
finance delivery of the first aircraft in May 2001, in the event proceeds from
the offering are not available at the time of delivery.

9
10
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Holdings is the parent company of AWA and TLC. AWA is the eighth
largest commercial airline carrier in the United States serving over 60
destinations in the U.S., Canada and Mexico. TLC arranges and sells leisure
travel products that may include airfare, hotel accommodations, ground
transportation and a variety of other travel options. Holdings' primary business
activity is ownership of all the capital stock of AWA and TLC.

SUMMARY OF FINANCIAL RESULTS

Holdings recorded a consolidated net loss of $12.8 million in the first
quarter of 2001, a diluted loss per share of $0.38. This compares to $14.6
million of consolidated net income, or $0.40 per diluted share, in the first
quarter of 2000. The decline in earnings was due primarily to a softening
economy and a 34% increase in year-over-year fuel costs. The average fuel price
for the 2001 first quarter was 92.3 cents per gallon as compared to 75.2 cents
in the first quarter of 2000. The 2001 results 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. This
gain was substantially offset by higher expenses driven by adjustments to
amounts previously estimated by the Company. The first quarter 2000 results
included a nonoperating 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,
Inc. The Company recorded a consolidated income tax benefit for financial
reporting purposes of $14.1 million for the 2001 first quarter on a pretax loss
of $26.9 million. This compares to $11.4 million of income tax expense in the
first quarter of 2000 on $26.0 million of pretax income.

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. Through the first
quarter of 2001, as reported to the Department of Transportation ("DOT"), AWA's
on-time performance improved to 68.7% compared with 64.7% in the same period of
2000. The percentage of flights cancelled dropped to 3% from 4.5%, due primarily
to a significant decrease in the number of maintenance-related cancellations
versus the first quarter 2000. AWA also posted a 20% year-over-year improvement
in mishandled baggage. As a result of these improvements, customer complaints to
the DOT dropped 50% compared with first quarter 2000.

COST REDUCTION PLAN

In April 2001 Holdings announced a cost reduction plan to respond to a
softening economy. The plan includes significant reductions in overhead and a
slowing of the airline's growth through the return of five older, leased
aircraft. As a result of these steps, Holdings expects to reduce its annualized
expense budget by approximately $75 million. Capital spending will be reduced an
additional $25 million. The capital reductions will be realized in 2001 while
approximately $25 million of the $75 million of cost reduction are expected to
occur in 2001.

The cost reductions include the following specific measures:

- - The return of five 737-300 aircraft to the lessor. These aircraft will
be returned as the leases expire between September 2001 and January
2002. 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 will be accomplished through the
combination of attrition, deferred hiring and select
reductions-in-force.

10
11
AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

The Company expects to record a pretax charge of approximately $15-20
million in the second quarter of 2001 related to the aircraft returns and
reductions-in-force. The reductions are not expected to impact AWA's operational
improvement initiatives or passenger service levels.

RESULTS OF OPERATIONS

The following discussion provides an analysis of AWA's results of
operations for the first quarter of 2001 and material changes compared to the
first quarter of 2000.

AMERICA WEST AIRLINES, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
2001 2000
--------- ---------

Operating revenues:
Passenger......................................... $ 552,766 $ 515,067
Cargo............................................. 9,998 9,935
Other............................................. 14,243 19,886
--------- ---------
Total operating revenues...................... 577,007 544,888
--------- ---------

Operating expenses:
Salaries and related costs........................ 148,480 130,680
Aircraft rents.................................... 87,878 79,171
Other rents and landing fees...................... 35,373 30,180
Aircraft fuel..................................... 101,434 75,692
Agency commissions................................ 23,305 22,470
Aircraft maintenance materials and repairs........ 65,164 63,082
Depreciation and amortization..................... 14,518 13,000
Amortization of excess reorganization value....... 4,974 4,974
Other............................................. 121,173 113,786
--------- ---------
Total operating expenses...................... 602,299 533,035
--------- ---------

Operating income (loss)........................... (25,292) 11,853
--------- ---------

Nonoperating income (expenses):
Interest income................................... 5,201 4,341
Interest expense, net............................. (7,180) (5,802)
Gain on sale of investment........................ -- 15,515
Other, net........................................ 253 1,422
--------- ---------
Total nonoperating income (expenses), net..... (1,726) 15,476
--------- ---------

Income (loss) before income taxes..................... $ (27,018) $ 27,329
========= =========

The table below sets forth selected operating data for AWA.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

THREE MONTHS ENDED PERCENT
MARCH 31, CHANGE
2001 2000 2001 - 2000
---- ---- -----------

Aircraft (end of period).................................. 141 125 12.8
Average daily aircraft utilization (hours)................ 10.8 11.1 (2.7)
Available seat miles (in millions)........................ 7,056 6,489 8.7
Block hours (in thousands)................................ 136,680 124,964 9.4
Average stage length (miles).............................. 884 865 2.2
Revenue passenger miles (in millions)..................... 4,881 4,326 12.8
Load factor (percent)..................................... 69.2 66.7 2.5 points
Passenger enplanements (in thousands)..................... 5,104 4,612 10.7
Yield per revenue passenger mile (cents).................. 11.32 11.91 (5.0)
Revenue per available seat mile:
Passenger (cents)...................................... 7.83 7.94 (1.4)
Total (cents).......................................... 8.18 8.40 (2.6)
Fuel consumption (gallons in millions).................... 109.9 100.7 9.1
Average fuel price (cents per gallon)..................... 92.3 75.2 22.8
Average number of full-time equivalent employees.......... 13,053 11,854 10.1

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

THREE MONTHS ENDED PERCENT
MARCH 31, CHANGE
2001 2000 2001 - 2000
---- ---- -----------

(in cents)
Salaries and related costs................................ 2.10 2.01 4.5
Aircraft rents............................................ 1.25 1.22 2.1
Other rents and landing fees.............................. .50 .46 7.8
Aircraft fuel............................................. 1.44 1.17 23.2
Agency commissions........................................ .33 .35 (4.6)
Aircraft maintenance materials and repairs................ .92 .97 (5.0)
Depreciation and amortization............................. .21 .20 2.7
Amortization of excess reorganization value............... .07 .08 (8.0)
Other..................................................... 1.72 1.75 (2.1)
---- ----
8.54 8.21 4.0
==== ====

For the three months ended March 31, 2001, AWA realized an operating
loss of $25.3 million compared to $11.9 million of operating income in last
year's first quarter.

Total operating revenues for the 2001 first quarter were a record
$577.0 million. Passenger revenues were a record $552.8 million for the three
months ended March 31, 2001, an increase of $37.7 million or 7.3% from first
quarter 2000. A 12.8% increase in revenue passenger miles ("RPMs") more than
offset an 8.7% increase in capacity as measured by available seat miles
("ASMs"), resulting in a 2.5 point increase in load factor (the percentage of
available seats that are filled with revenue passengers). Passenger revenue per
available seat mile ("RASM") for the quarter decreased 1.4% to 7.83 cents from
7.94 cents, driven by a 5.0% decrease in revenue per passenger mile ("yield")
due to an industry-wide decline in business travel. Cargo revenues were
relatively flat quarter-over-quarter while other revenues decreased 28.4% to
$14.2 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.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

CASM increased 4.0% to 8.54 cents in the first quarter of 2001 from
8.21 cents for the comparable 2000 period largely due to higher fuel prices.
Excluding fuel and tax, CASM increased 0.7%. Operating expenses increased $69.3
million in the first quarter of 2001 or 13.0% as compared to the 2000 first
quarter, while ASMs increased 8.7%. Significant changes in the components of
CASM are explained as follows:

- - Salaries and related costs per ASM increased 4.5% primarily due to a higher
number of employees in the 2001 period to support anticipated growth. The
average number of full time equivalent employees ("FTE") increased 10.1%
quarter-over-quarter while ASMs increased only 8.7%. Average salaries and
related costs per FTE increased 3.2% primarily due to a new collective
bargaining agreement with the Company's fleet service workers, which was
entered into in June 2000.

- - Aircraft rent expense per ASM increased 2.1% due to the net addition of 16
leased aircraft to the fleet during the 2001 quarter as compared to 2000.

- - Other rents and landing fees expense per ASM increased 7.8% primarily due
to higher landing fees ($3.1 million) and airport rentals ($2.0 million).

- - Aircraft fuel expense per ASM increased 23.2% due to a 22.8% increase in
the average price paid by AWA per gallon of fuel to 92.3 cents in the 2001
quarter from 75.2 cents in 2000.

- - Agency commissions expense per ASM decreased 4.6% as an increase in the
percentage of non-commissionable revenue in the 2001 quarter, primarily due
to increased usage of the Company's website and other lower cost
distribution channels, more than offset the increase in commissions
resulting from higher revenues in the first quarter of 2001.

- - Aircraft maintenance materials and repairs expense per ASM decreased 5.0%
due primarily to the 8.7% increase in ASMs.

- - Depreciation and amortization expense per ASM increased 2.7% due primarily
to an increase in airframe ($0.5 million) and rotable inventory ($0.4
million) depreciation and aircraft leasehold improvement ($0.3 million)
amortization expenses.

- - Amortization of excess reorganization value expense per ASM decreased 8.0%
due to the 8.7% increase in ASMs.

- - Other operating expenses per ASM decreased 2.1% to 1.72 cents in the first
quarter of 2001 from 1.75 cents in the 2000 first quarter primarily due to
lower interrupted trip expense ($1.9 million) resulting from the airline's
improved operating performance and 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. These decreases were offset in part
by a $5.3 million quarter-over-quarter increase in computer reservation
system booking fees.

AWA had net nonoperating expenses of $1.7 million in the first quarter
of 2001 as compared to $15.5 million of net nonoperating income in the 2000
first quarter. 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 first quarter of 2000.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

LIQUIDITY AND CAPITAL RESOURCES

Holdings' unrestricted cash and cash equivalents and short-term
investments decreased $43.3 million to $151.6 million at March 31, 2001 from
$194.8 million at December 31, 2000 as the Company repaid $66.5 million of debt
under its revolving credit facility. Net cash provided by operating activities
increased to $81.0 million for the quarter ended March 31, 2001 from $45.9
million in the first quarter 2000 due principally to the period-over-period
change in accounts receivable as credit card sales and the associated
receivables were higher in the first quarter of 2000 as compared to first
quarter of 2001. The 2000 period also included an $18 million receivable
associated with the sale of 500,000 warrants to purchase common stock of
Priceline.com, Inc. This decrease in receivable balances more than offset lower
net income in the 2001 quarter. Net cash used in investing activities increased
to $70.3 million for the 2001 period from $32.0 million for the 2000 period due
principally to purchases of short-term investments totaling $16.9 million in the
2001 period as compared to sales of $15.6 million of short-term investments in
2000. Net cash used in financing activities increased to $70.9 million for the
2001 first quarter from $1.7 million in the 2000 period. The 2001 period
included $49.4 million of borrowing to fund the acquisition of two new A319
aircraft, which were subsequently refinanced as the result of a sale/leaseback
transaction in March 2001. (See Note 3, "Flight Equipment" in Notes to Condensed
Consolidated Financial Statements.)

Operating with a working capital deficiency is common in the airline
industry as tickets sold for transportation which have not yet been provided are
classified as a current liability while the related income-producing assets, the
aircraft, are classified as non-current. The Company's working capital
deficiency at March 31, 2001 was $187.0 million.

Long-term debt maturities through 2003 consist primarily of principal
amortization of notes payable secured by certain of AWA's aircraft and, in 2001,
the net $44.9 million borrowing under the revolving credit facility. Such
maturities are $88.9 million, $9.7 million and $9.7 million, respectively, for
the remainder of 2001, 2002 and 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 March 31, 2001 AWA had a commitment to AVSA S.A.R.L., an affiliate
of Airbus Industrie ("AVSA"), to purchase a total of 36 Airbus aircraft, with 11
remaining to be delivered in 2001. 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 $1.4 billion.

In July 2000 America West Airlines 2000-1 Pass Through Trusts issued
$253.3 million of Pass Through Trust Certificates in connection with the
financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be
purchased from AVSA. The Pass Through Trust Certificates are not direct
obligations of, nor guaranteed by, Holdings and AWA. The combined effective
interest rate on the financing is 8.49%. Six A319 and one A320 aircraft that are
the subject of this financing were delivered in 2000. The remaining three
aircraft were delivered in the first quarter of 2001.

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.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

AWA has in place a $125 million senior secured revolving credit
facility with a group of financial institutions that will expire in 2002. The
credit agreement is secured by certain assets of AWA. As of December 31, 2000,
AWA had drawn $111.3 million to provide additional working capital during the
first quarter of 2001 when revenues tend to be lower due to seasonal
fluctuations in the demand for air travel. AWA repaid $66.5 million of credit
facility debt in the first quarter of 2001.

In April 2001 Moody's Investors Service downgraded its credit and debt
ratings of AWA and placed the Company on negative rating outlook. The rating
actions reflect that despite recent improvement 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. As a result of the rating
actions and negative outlook, the cost to AWA of obtaining capital from external
sources is likely to increase.

In May 2001, AWA plans to establish the 2001-1 Pass Through Trusts.
These Trusts will issue Pass Through Trust Certificates for aggregate proceeds
of $427,164,300, which will be used to finance nine Airbus A319 aircraft and
five Airbus A320 aircraft. The combined effective interest rate on the financing
has not been established and will depend on various factors, including the
ratings of the Pass Through Trust Certificates and prevailing interest rates.
The Pass Through Trust Certificates will be issued by separate trusts that will
hold equipment notes issued upon delivery of each financed aircraft. The
equipment notes will be secured by a security interest in the aircraft. The
equipment notes will be 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 will not be direct obligations of, nor
guaranteed by, Holdings or AWA. The aircraft to be financed are expected to be
delivered to AWA between May 2001 and May 2002. The Company has obtained bridge
financing from a third party to finance delivery of the first aircraft in May
2001, in the event proceeds from the offering are not available at the time of
delivery.

Capital expenditures for the quarters ended March 31, 2001 and 2000
were approximately $111.9 million and $48.2 million, respectively. Included in
these amounts are capital expenditures for capitalized maintenance of
approximately $21.6 million for the first quarter of 2001 and $30.0 million for
the first quarter of 2000.

Certain of Holdings' and AWA's long-term debt agreements contain
minimum cash balance requirements, leverage ratios, coverage ratios and other
financial covenants with which Holdings and AWA were in compliance at March 31,
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 defined therein). Under these restrictions, as of March 31, 2001, the
Company's ability to pay dividends, together with any other restricted payments,
would be limited.

OTHER INFORMATION

LABOR RELATIONS

The Company is in the process of negotiating with the Airline Pilots
Association ("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.

On January 22, 2001, the Transportation Workers Union ("TWU") filed an
Application for Investigation of Representation Dispute with the National
Mediation Board ("NMB"), seeking to represent approximately 4,000 passenger
service representatives and reservations agents. On March 20, 2001, that
application was dismissed by the NMB due to an insufficient showing of interest.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

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. 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 employees and the terms of future
collective bargaining agreements and the impact of current and future laws and
governmental regulations affecting the airline and travel industries and the
Company's operations. For additional discussion of such risks see "Business -
Risk Factors", included in Item 1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 which is on file with the Securities and
Exchange Commission. Any forward-looking statements speak only as of the date
such statements are made.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK SENSITIVE INSTRUMENTS

(a) Commodity Price Risk

As of March 31, 2001 the Company had entered into costless collar
transactions, which establish an upper and lower limit on heating oil futures
prices. These transactions are in place with respect to approximately 36% of
2001 projected fuel requirements, including 60% related to the second quarter
2001, 30% related to the third quarter 2001 and 20% related to the fourth
quarter 2001. 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. At March 31, 2001 the Company estimates that a 10%
increase in heating oil futures prices would have changed the fair value of the
costless collars by approximately $1.0 million while a 10% decrease in heating
oil futures prices would have changed the fair value by approximately $2.9
million.

As of April 27, 2001 approximately 36% of AWA's remaining 2001 fuel
requirements are hedged.

(b) Interest Rate Risk

The Company's exposure to interest rate risk relates primarily to its
variable rate long-term debt obligations. At March 31, 2001 the Company's
variable-rate long-term debt obligations of approximately $63.5 million
represented approximately 44.9% 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 HOLDINGS CORPORATION
MARCH 31, 2001

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING

*10.21 Amended and Restated America West 1994
Incentive Equity Plan.

*10.44 Disposition and Redevelopment Agreement, dated
as of February 5, 2001, between AWA and the
City of Phoenix, AZ.

*10.45(1) Unsubordinated Ground Lease, dated as of
February 5, 2001, between AWA and the City of
Phoenix, AZ.

*10.46(1) Code Share and Revenue Sharing Agreement, dated
as of March 20, 2001, between AWA and Mesa
Airlines, Inc.

-------
* Filed herewith.

(1) The Company has sought confidential treatment
for portions of the referenced exhibits.

b. Reports on Form 8-K

Holdings filed a Report on Form 8-K, dated March 20, 2001,
furnishing under Item 9 a press release, dated March 20, 2001,
setting forth certain data regarding AWA's fleet plan, unit
costs, operating statistics, fuel and performance statistics.

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 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 HOLDINGS CORPORATION

By /s/ Thomas K. MacGillivray
-------------------------------
Thomas K. MacGillivray
Senior Vice President and Chief Financial Officer

DATED: May 8, 2001

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AMERICA WEST HOLDINGS CORPORATION
MARCH 31, 2001

EXHIBIT INDEX

a. Exhibits

EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
------- --------------------------------

*10.21 Amended and Restated America West 1994
Incentive Equity Plan.

*10.44 Disposition and Redevelopment Agreement, dated
as of February 5, 2001, between AWA and the
City of Phoenix, AZ.

*10.45(1) Unsubordinated Ground Lease, dated as of
February 5, 2001, between AWA and the City of
Phoenix, AZ.

*10.46(1) Code Share and Revenue Sharing Agreement, dated
as of March 20, 2001, between AWA and Mesa
Airlines, Inc.

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

(1) The Company has sought confidential treatment
for portions of the referenced exhibits.

b. Reports on Form 8-K