AMERICA WEST AIRLINES INC
10-Q, 1995-05-15
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1
                       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, 1995  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                       1-10140
                              ------------------------------------------------

                                 AMERICA WEST AIRLINES, INC.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        86-0418245
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

4000 EAST SKY HARBOR BLVD, PHOENIX, ARIZONA                      85034
- ------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code    (602) 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
    -----            -----



<PAGE>   2






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

         Yes XX       No         (Not Applicable)
            -----       -----    ----------------



The Company has 1,200,000 shares of Class A Common Stock and 43,966,673 shares
of Class B Common Stock outstanding as of April 30, 1995.


                                       2
<PAGE>   3




Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

                           AMERICA WEST AIRLINES, INC.
                            Condensed Balance Sheets
                        (in thousands except share data)
<TABLE>
<CAPTION>

                           ASSETS                              March 31,        December 31,
                           ------                                1995               1994
                                                             -------------      ------------
                                                              (Unaudited)
<S>                                                          <C>                <C>         
Current assets:
   Cash and cash equivalents. . . . . . . . . . . . . . .    $   213,406        $    182,581
   Accounts receivable, less allowance for doubtful
    accounts of $3,505 in 1995 and $3,531 in 1994 . . . .         86,746              57,474
   Expendable spare parts and supplies, less allowance
     for obsolescence of $859 in 1995 and $483 in 1994. .         26,264              24,179
   Prepaid expenses . . . . . . . . . . . . . . . . . . .         35,616              29,284
                                                            ------------        ------------
        Total current assets. . . . . . . . . . . . . . .        362,032             293,518
                                                            ------------        ------------

Property and equipment:
   Flight equipment . . . . . . . . . . . . . . . . . . .        477,995             452,177
   Other property and equipment . . . . . . . . . . . . .         93,573              92,169
                                                            ------------        ------------
                                                                 571,568             544,346
     Less accumulated depreciation and amortization . . .         28,413              15,882
                                                            ------------        ------------
                                                                 543,155             528,464
    Equipment purchase deposits . . . . . . . . . . . . .         27,489              26,074
                                                            ------------        ------------
                                                                 570,644             554,538
                                                            ------------         ----------- 
Restricted cash . . . . . . . . . . . . . . . . . . . . .         30,078              28,578
Reorganization value in excess of amounts allocable to
  identifiable assets, net. . . . . . . . . . . . . . . .        637,495             645,703
Other assets, net . . . . . . . . . . . . . . . . . . . .         23,783              22,755
                                                            ------------        ------------
                                                            $  1,624,032        $  1,545,092
                                                            ============        ============
</TABLE>



See accompanying notes to condensed financial statements.

                                       3
<PAGE>   4


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


<TABLE>
<CAPTION>
                                                                 March 31,    December 31,
Liabilities and Stockholders' Equity                               1995           1994
- -------------------------------------------------              -----------    ------------
                                                               (Unaudited)
<S>                                                            <C>            <C>        
Current liabilities:
   Current maturities of long-term debt. . . . . . . . . . .   $    64,977    $    65,198
   Accounts payable. . . . . . . . . . . . . . . . . . . . .        92,311         77,569
   Air traffic liability . . . . . . . . . . . . . . . . . .       187,310        127,356
   Accrued compensation and vacation benefits. . . . . . . .        16,533         15,776
   Accrued interest. . . . . . . . . . . . . . . . . . . . .         7,759         13,109
   Accrued taxes . . . . . . . . . . . . . . . . . . . . . .        45,349         27,061
   Other accrued liabilities . . . . . . . . . . . . . . . .        15,620         15,376
                                                               -----------    -----------
      Total current liabilities. . . . . . . . . . . . . . .       429,859        341,445
                                                               -----------    -----------
Long-term debt, less current maturities. . . . . . . . . . .       453,452        465,598
Manufacturers' and deferred credits. . . . . . . . . . . . .       115,520        116,882
Other liabilities. . . . . . . . . . . . . . . . . . . . . .        24,309         25,721

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.01 par value.  Authorized 48,800,000
    shares; no shares issued at March 31, 1995 or December
    31, 1994 . . . . . . . . . . . . . . . . . . . . . . . .           -              -
  Class A common stock, $.01 par value.  Authorized 1,200,000
    shares; issued and outstanding 1,200,000 shares at
    March 31, 1995 and December 31, 1994 . . . . . . . . . .            12             12
  Class B common stock, $.01 par value.  Authorized 100,000,000
    shares; issued and outstanding 43,966,645 shares at
    March 31, 1995 and 43,936,272 at December 31, 1994                 440            439
  Additional paid-in capital . . . . . . . . . . . . . . . .       587,384        587,149
  Retained earnings. . . . . . . . . . . . . . . . . . . . .        13,056          7,846
                                                               -----------    -----------
          Total stockholders' equity . . . . . . . . . . . .       600,892        595,446
                                                               -----------    -----------
                                                               $ 1,624,032    $ 1,545,092
                                                               ============   ===========
</TABLE>




See accompanying notes to condensed financial statements.


                                       4
<PAGE>   5

                           AMERICA WEST AIRLINES, INC.
                       Condensed Statements of Operations
                      (in thousands except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                      Reorganized      |      Predecessor
                                                        Company        |        Company            
                                                      ------------     |      ------------
                                                      Three Months     |      Three Months
                                                         Ended         |         Ended                               
                                                        March 31,      |        March 31,          
                                                      ------------     |      ------------
                                                          1995         |          1994
                                                      ------------     |      ------------
<S>                                                   <C>              |      <C>        
Operating revenues:                                                    |
  Passenger. . . . . . . . . . . . . . .              $   323,459      |      $   324,427
  Cargo. . . . . . . . . . . . . . . . .                   11,376      |           10,491
  Other. . . . . . . . . . . . . . . . .                   10,955      |           10,346
                                                      -----------      |      -----------
    Total operating revenues . . . . . .                  345,790      |          345,264
                                                      -----------      |      -----------
Operating expenses:                                                    |
  Salaries and related costs . . . . . .                   89,180      |           79,471
  Rentals and landing fees . . . . . . .                   68,254      |           66,259
  Aircraft fuel. . . . . . . . . . . . .                   39,694      |           37,932
  Agency commissions . . . . . . . . . .                   28,965      |           29,111
  Aircraft maintenance materials                                       |
    and repairs. . . . . . . . . . . . .                   12,764      |            7,929
  Depreciation and amortization. . . . .                   20,128      |           21,153
  Other. . . . . . . . . . . . . . . . .                   61,910      |           65,659
                                                      -----------      |      -----------
    Total operating expenses . . . . . .                  320,895      |          307,514
                                                      -----------      |      -----------
    Operating income . . . . . . . . . .                   24,895      |           37,750
                                                      -----------      |      -----------
Nonoperating income (expense):                                         |
  Interest income. . . . . . . . . . . .                    2,874      |              161
  Interest expense (contract interest of                               |
    $16,437 for 1994). . . . . . . . . .                  (15,879)     |          (13,175)
  Loss on disposition of property                                      |
    and equipment.                                           (923)     |             (542)
  Reorganization expense, net. . . . . .                      -        |           (8,396)
  Other, net . . . . . . . . . . . . . .                        1      |                9
                                                      -----------      |      -----------
    Total nonoperating expenses, net . .                  (13,927)     |          (21,943)
                                                      -----------      |      -----------
Income before income taxes and                                         |
  extraordinary item . . . . . . . . . .                   10,968      |           15,807
                                                      -----------      |      -----------
Income taxes . . . . . . . . . . . . . .                    5,758      |              632
                                                      -----------      |      -----------
Net income . . . . . . . . . . . . . . .                    5,210      |           15,175
                                                                       |
Retained earnings (deficit) at beginning                               |
  of period. . . . . . . . . . . . . . .                    7,846      |         (438,626)
                                                      -----------      |      -----------
Retained earnings (deficit) at end of period          $    13,056      |      $  (423,451)
                                                      ===========      |      ===========
</TABLE>


                                       5
<PAGE>   6

                           AMERICA WEST AIRLINES, INC.
                       Condensed Statements of Operations
                      (in thousands except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                      Reorganized      |      Predecessor
                                                        Company        |        Company
                                                      ------------     |      ------------
                                                      Three Months     |      Three Months
                                                         Ended         |         Ended
                                                        March 31,      |        March 31,
                                                      ------------     |      ------------
                                                          1995         |          1994
                                                      ------------     |      ------------
<S>                                                   <C>              |      <C>        
Earnings per share:                                                    |
  Primary:                                                             |
                                                                       |
      Net income . . . . . . . . . . . .              $       .12      |      $       .56
                                                      ===========      |      ===========
  Fully Diluted:                                                       |
                                                                       |
      Net income . . . . . . . . . . . .              $       .12      |      $       .40
                                                      ===========      |      ===========
                                                                       |
                                                                       |
Shares used for computation:                                           |
    Primary  . . . . . . . . . . . . . .               45,165,959      |       29,152,729
                                                      ===========      |      ===========
    Fully diluted  . . . . . . . . . . .               45,165,959      |       41,055,183
                                                      ===========      |      ===========
</TABLE>




See accompanying notes to condensed financial statements.



                                       6
<PAGE>   7

                           AMERICA WEST AIRLINES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                            Reorganized      |      Predecessor
                                                              Company        |        Company
                                                            ------------     |      ------------
                                                            Three Months     |      Three Months
                                                               Ended         |         Ended
                                                              March 31,      |        March 31,
                                                            ------------     |      ------------
                                                                1995         |          1994
                                                            ------------     |      ------------
<S>                                                         <C>              |      <C>        
Cash flows from operating activities:                                        |
  Net income . . . . . . . . . . . . . . . . . . . . .      $     5,210      |      $    15,175
  Adjustments to reconcile net income to cash provided                       |
    by operating activities:                                                 |
     Depreciation and amortization . . . . . . . . . .           11,920      |           21,153
     Amortization of manufacturers' and                                      |
       deferred credits. . . . . . . . . . . . . . . .           (2,642)     |           (1,114)
     Amortization of deferred overhauls. . . . . . . .              859      |              -
     Amortization of reorganization value in excess of                       |
       amounts allocable to identifiable assets. . . .            8,208      |              -
     Loss on disposition of property and equipment . .              923      |              542
     Reorganization items. .. .. . . . . . . . . . . .              -        |            3,703
     Other . . . . . . . . . . . . . . . . . . . . . .              851      |             (187)
                                                                             |
Changes in operating assets and liabilities:                                 |
  Increase in accounts receivable, net . . . . . . . .          (29,031)     |          (22,798)
  Increase in spare parts and supplies, net. . . . . .           (2,081)     |           (1,192)
  Increase in prepaid expenses . . . . . . . . . . . .           (6,332)     |           (5,179)
  Decrease (increase) in other assets and restricted cash        (2,528)     |            6,481
  Increase in accounts payable . . . . . . . . . . . .           13,462      |            4,823
  Increase in air traffic liability. . . . . . . . . .           59,954      |           45,325
  Increase in accrued compensation and vacation benefits            757      |              686
  Increase (decrease) in accrued interest. . . . . . .           (5,318)     |            1,530
  Increase in accrued taxes. . . . . . . . . . . . . .           18,288      |           10,756
  Increase in other accrued liabilities. . . . . . . .              479      |            3,139
  Increase (decrease) in other liabilities . . . . . .              441      |           (3,209)
                                                            -----------      |      -----------
    Net cash provided by operating activities. . . . .           73,420      |           79,634
                                                                             |
Cash flows from investing activities:                                        |
  Purchases of property and equipment. . . . . . . . .          (28,950)     |          (13,665)
  Proceeds from disposition of property. . . . . . . .              312      |              172
                                                            -----------      |      -----------
    Net cash used in investing activities. . . . . . .          (28,638)     |          (13,493)
                                                                             |
Cash flows from financing activities:                                        |
  Repayment of debt. . . . . . . . . . . . . . . . . .          (13,958)     |          (14,320)
  Exercise of warrants . . . . . . . . . . . . . . . .                1      |              -
                                                            -----------      |      -----------
    Net cash used in financing activities. . . . . . .          (13,957)     |          (14,320)
                                                            -----------      |      -----------
    Net increase in cash and cash equivalents. . . . .           30,825      |           51,821
                                                            -----------      |      -----------
  Cash and cash equivalents at beginning of period . .          182,581      |           99,631
                                                            -----------      |      -----------
  Cash and cash equivalents at end of period . . . . .      $   213,406      |      $   151,452
                                                            ===========      |      ===========
</TABLE>

See accompanying notes to condensed financial statements.

                                        7
<PAGE>   8


                           AMERICA WEST AIRLINES, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1995

America West Airlines, Inc., (the "Predecessor Company") filed a voluntary
petition on June 27, 1991, to reorganize (the "Reorganization") under Chapter 11
of the U.S. Bankruptcy Code. On August 10, 1994, the Plan of Reorganization
("Plan"),filed by the Predecessor Company, was confirmed and became effective on
August 25, 1994 (the "Effective Date"). For a detailed discussion of the
Company's Plan, refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. On August 25, 1994, America West Airlines, Inc., (the
"Reorganized Company" or the "Company") adopted fresh start reporting in
accordance with Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code" ("SOP 90-7") of the American Institute
of Certified Public Accountants. Accordingly, the Company's post-reorganization
balance sheet and statement of operations have not been prepared on a basis
consistent with such pre-reorganization financial statements and are not
comparable in all respects to financial statements prior to reorganization. For
accounting purposes, the inception date of the Reorganized Company is deemed to
be August 26, 1994. A vertical black line is shown in the financial statements
to separate the Reorganized Company from the Predecessor Company since they have
not been prepared on a consistent basis of accounting.

1. BASIS OF PRESENTATION

The unaudited condensed financial statements included herein have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission but do not include all information and footnotes required by
generally accepted accounting principles. 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, 1994.

2. PER SHARE DATA

Primary earnings per share is based upon the weighted average number of shares
of common stock outstanding and dilutive common stock equivalents (stock options
and warrants). Primary earnings per share reflect net income adjusted for
interest on borrowings effectively reduced by the proceeds from the assumed
exercise of common stock equivalents, but only if the effects of such 
adjustments are dilutive.

Fully diluted earnings per share is based on the weighted average number of
shares of common stock outstanding, dilutive common stock equivalents (stock
options and warrants), the conversion of outstanding convertible preferred
stock and for the Predecessor Company the conversion of convertible
subordinated debentures. Fully diluted earnings per share reflect net income
adjusted for interest on borrowings effectively reduced by the proceeds from the
assumed exercise of common stock equivalents, but only if the effects of such
adjustments are dilutive.

3. CAPITAL STOCK

Preferred Stock

The Company's Board of Directors by resolution may authorize the issuance of the
Preferred Stock as a class, in one or more series, having the number of shares,
designations, relative voting rights, dividend rights, liquidation and other
preferences, and limitations that the Board of Directors fixes without any
stockholder approval. No shares of Preferred Stock have been issued.

Common Stock

The holders of Class A Common Stock are entitled to fifty votes per share, and
the holders of Class B Common Stock are entitled to one vote per share, on all
matters submitted to a vote of common stockholders, except that voting rights of
non-U.S. citizens are limited. The Class A Common Stock is convertible into an
equal number of Class B shares at any time at the election of the holders of the
Class A Common Stock.

Holders of Common Stock of all classes participate equally as to any dividends
or distributions on the Common Stock, except that dividends payable in shares of
Common Stock, or securities to acquire Common Stock, will be made in the same
class of common stock as that held by the recipient of the dividend. Holders of
Common Stock have no


                                       8
<PAGE>   9

right to cumulate their votes in the election of directors. The Common Stock
votes together as a single class, subject to the right to a separate class vote
in certain instances required by law.

Pursuant to an agreement, the partners and assignees of AmWest Partners, L.P.
("AmWest") and GPA Group plc, ("GPA") will vote all shares of Common Stock owned
by them in favor of the reelection of the initially designated independent
directors for as long as such independent directors continue to serve until the
third annual meeting after the Reorganization.

In addition to the voting and other provisions of the agreement, AmWest and GPA
agreed that (i) the partners and assignees of AmWest will vote in favor of GPA's
nominee to the Company's Board of Directors, and (ii) GPA will vote in favor of
the partners and assignees of AmWest's nine nominees to the Company's Board of
Directors for so long as (a) the partners and assignees of AmWest own at least
5% of the voting equity securities of the Company, and (b) GPA owns at least 2%
of the voting equity securities of the Company.

Warrants

The Company issued approximately 10.4 million warrants to purchase Class B
Common Stock with an exercise price of $12.74 per share as part of the
Reorganization. The warrants are exercisable by the holders anytime before
August 25, 1999, and 10.4 million shares of Class B Common Stock have been
reserved for the exercise of these warrants.

4. RESTRICTED STOCK AND STOCK OPTIONS

In December 1994, the Company's Board of Directors approved the America West
Airlines, Inc. 1994 Incentive Equity Plan (the "Incentive Plan"). The
stockholders of the Company approved the Incentive Plan at the Annual Meeting in
May 1995. Under the Incentive Plan, up to 3.5 million shares of Class B Common
Stock may be issued to cover awards under this plan, of which, no more than 1.5
million will be issued as restricted stock or bonus stock. As of March 31, 1995,
the Company's Board of Directors granted 41,334 shares of restricted stock and
1,437,000 options to purchase Class B Common Stock at $8.75 per share, the fair
market value at the date of grant, under the Incentive Plan. Also, 39,000
options to purchase common stock were granted at $8.75 per share, the fair
market value at date of grant, to members of the Board of Directors who are not
employees of the Company. As of March 31, 1995, 18,583 shares of restricted
stock were vested and 255,000 options to purchase common stock were exercisable.

5. INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS 109) upon its emergence from bankruptcy. The
Predecessor Company had adopted SFAS 109 as of January 1, 1993.

Income tax expense:

For the periods shown below, the Company recorded income tax expense as follows:


<TABLE>
<CAPTION>
                                           Reorganized   |      Predecessor
                                             Company     |        Company
                                          -------------  |     -------------
                                           Three Months  |      Three Months
                                              Ended      |         Ended
                                          March 31, 1995 |     March 31, 1994
                                          -------------- |     --------------
<S>                                       <C>            |    <C>    
  (in thousands)                                         |
  Current taxes:                                         |
    Federal                                  $    10     |        $   450
    State                                         18     |            182
                                             -------     |        ------- 
                                                  28     |            632
                                                         |
  Deferred taxes:                                -       |            -
                                                         |
  Income tax expense                                     |
    Attributable to                                      |
    Reorganization items                       5,730     |           N/A
                                             -------     |         -------
                                                         |
  Income tax expense                         $ 5,758     |       $   632
                                             =======     |         =======
</TABLE>

                                       9
<PAGE>   10

For the period ended March 31, 1995, income tax expense pertains both to income
from continuing operations as well as certain adjustments necessitated by the
effectiveness of the Plan and the resultant fresh start adjustments to the
Company's financial statements. The Company's Reorganization and the associated
implementation of fresh start reporting gave rise to significant items of
expense for financial reporting purposes that are not deductible for income tax
purposes. In large measure, it is these nondeductible (for income tax purposes)
expenses that result in income tax expense (for financial reporting purposes)
significantly greater than taxes computed at the current U.S. corporate
statutory rate of 35 percent. Nevertheless, the Company's actual income tax
liability (i.e., income taxes payable) is considerably lower than income tax
expense shown for financial reporting purposes.

For the period ended March 31, 1994, income tax expense pertains solely to
income from continuing operations.

6. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

Cash paid for interest and income taxes during the three months ended March 31,
1995 and 1994 was as follows:

<TABLE>
<CAPTION>
                                               Reorganized   |   Predecessor
                                                 Company     |     Company
                                              -------------  |   -------------
                                              Three Months   |   Three Months
                                                  Ended      |      Ended
       (in thousands)                         March 31,1995  |   March 31,1994
                                              -------------  |   -------------
<S>                                           <C>            |   <C>     
       Interest (net of amounts                              |
         capitalized)                           $ 18,317     |     $ 11,362
       Income taxes                             $     14     |     $    221

</TABLE>


In addition, during the three months ended March 31, 1995 and 1994, the Company
had the following non-cash financing and investing activities:

<TABLE>
<CAPTION>
                                               Reorganized   |    Predecessor
                                                Company      |      Company
                                             --------------  |  ---------------
                                             Three Months    |   Three Months
                                                 Ended       |      Ended
       (in thousands)                        March 31, 1995  |   March 31, 1994
                                             --------------  |  ---------------
<S>                                          <C>             |   <C>     
       Equipment acquired through                            |
         capital leases                         $    -       |     $    111
       Accrued interest reclassified to                      |
         long-term debt                         $     32     |     $  2,101
       Notes payable issued to seller           $  1,415     |     $    -
</TABLE>


7. COMMITMENTS AND CONTINGENCIES

(a) Leases

At March 31, 1995, the Company had a put agreement for seven aircraft with
deliveries to start no earlier than June 30, 1995 and end on June 30, 1999 (the
"1994 Put Agreement"). Under the agreement, new or used B737-300, B757-200, or
new or "like new" A320-200 aircraft may be put to the Company at a rate of no
more than two aircraft in 1995, and with respect to each ensuing year during the
put period, of no more than three aircraft. In addition, no more than five used
aircraft may be put to the Company, and for every new A320 aircraft put to the
Company, the Company has the right to reduce deliveries under an A320
purchase contract on a one-for-one basis. During each January of the put period,
the Company will negotiate the type and delivery dates for terms ranging from
three to eighteen years, depending on the type and condition of the aircraft.


                                       10
<PAGE>   11

In February 1995, the Company entered into an agreement under the 1994 Put
Agreement to lease one Boeing 737-300 aircraft for five years at a rental rate
subject to reset every six months based on LIBOR. Payments for the aircraft are
due monthly.

In April 1995, the Company entered into agreements to lease one Boeing 757
aircraft and two A320 aircraft. Under the arrangements, the Boeing 757 aircraft
has a term of two years with payments due monthly and the two A320 aircraft have
a term of eight years with payments due monthly. The two A320 aircraft were 
received under the 1994 Put Agreement, reducing the number of put aircraft 
from seven at March 31, 1995 to five.

(b) Contingent Legal Obligations

Certain administrative and priority tax claims are pending against the Company,
which, if ultimately allowed by the bankruptcy court, would represent general
obligations of the Company. Such claims include claims of various state and
local tax authorities and certain contractual indemnification obligations.
Management cannot predict whether or to what extent any of the pending
administrative and priority tax claims will result in liabilities to the
Company. Should such liabilities be incurred, future operating results could be
adversely affected. However, based on information currently available,
management believes that the disposition will not have a material adverse effect
on the Company's financial condition.

8. RELATED PARTY TRANSACTIONS

The Company has entered into various aircraft acquisitions and leasing
arrangements with GPA, a stockholder of the Company, at terms comparable to
those obtained from third parties for similar transactions. The Company
currently leases 18 aircraft from GPA and the rental payments for such leases
amount to $16.6 million and $15.3 million for the three months ended March 31,
1995 and 1994, respectively. As of March 31, 1995, the Company was obligated to
pay approximately $1.1 billion under these leases through the year 2013.

As part of the Reorganization, both Continental Airlines ("Continental") and
Mesa Airlines ("Mesa") made an investment in the Company. In addition, the
Company entered into alliance agreements with Continental and Mesa. Pursuant to
a code-sharing agreement with Mesa entered into in December 1992 (which was
prior to Mesa becoming a significant stockholder), the Company collects a
per-passenger charge for facilities, reservations and other services from Mesa
for enplanements in Phoenix on the Mesa system. Such payments by Mesa to the
Company totaled $598,000 and $655,000 for the three months ended March 31, 1995
and 1994, respectively.

9. REORGANIZATION EXPENSE

Reorganization expense is comprised of items of income, expense, gain or loss
that were realized or incurred by the Company as a result of the Reorganization.
Such items consisted of the following at March 31, 1994.
<TABLE>
              <S>                                                 <C>
              (in thousands)
              Professional fees and other expenses
                related to the Chapter 11 filing                  $ 5,064
              Provision for settlement of claims                    4,180
              Interest income                                        (848)
                                                                  ------- 
                                                                  $ 8,396
                                                                  =======
</TABLE>

                                       11
<PAGE>   12


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

OVERVIEW
- --------

On August 25, 1994, America West Airlines, Inc. (the "Company") emerged from
bankruptcy protection after filing a voluntary petition to reorganize under
Chapter 11 of the Federal Bankruptcy Code on June 27, 1991. In connection with
its emergence from bankruptcy, the Company adopted fresh start reporting in
accordance with Statement of Position 90-7 ("SOP 90-7") of the American
Institute of Certified Public Accountants. Under fresh start reporting, the
reorganization value of the Company has been allocated to its assets and
liabilities on a basis substantially consistent with purchase accounting. The
portion of reorganization value not attributable to specific tangible assets has
been recorded as "Reorganization Value in Excess of Amounts Allocable to
Identifiable Assets." Certain fresh start reporting adjustments, primarily
related to the adjustment of the Company's assets and liabilities to fair market
values, will have a significant effect on the Company's future statements of
operations. The more significant adjustments relate to reduced depreciation
expense on property and equipment, increased amortization expense relating to
reorganization value in excess of amounts allocable to identifiable assets,
increased interest expense and reduced aircraft rent expense. In addition,
income tax expense for financial reporting purposes will be higher than it
otherwise would because the amortization of the excess reorganization value is
not deductible.

Industry Conditions and Competition

The competitive landscape is changing for America West in 1995 as its major
competitors have announced operational changes which are consistent with steps
that the Company has taken over the past two years. Recent announcements by
virtually all of the major carriers have focused on two central themes:

- - Route rationalization and capacity restraint; and

- - Significant efforts to reduce operating costs.

Both of these matters reflect an increasing emphasis within the industry to
return to profitability.

With respect to capacity issues, the airlines are focusing on their areas of
relative strength, which tend to be their hub operations, and have eliminated
service to many under-performing markets. To this end, Continental has
announced that it will cease its "Calite" operations by July 1995, Delta is
reallocating capacity to certain longer haul routes emanating from certain of
its hubs and USAir has announced a significant reduction in capacity throughout
its system. These steps are consistent with the route rationalization which the
Company undertook during its bankruptcy when it reduced or eliminated service
to a number of cities and reduced the fleet size to 85 from 123 aircraft. The
Company continually evaluates the performance of the markets which it serves
and has undertaken a study of the strategic deployment of its aircraft to
optimize operating performance.
        
The introduction and expansion of electronic ticketing services combined with
the move to cap domestic commissions at certain levels are two examples of
initiatives taken by competitors to endeavor to reduce operating costs.
Initiatives have been announced by competitors with respect to labor cost
concessions being sought from unionized employees, aircraft lease rates, future
equipment delivery commitments, fuel costs and other matters.

To the extent that other carriers are successful in reducing their operating
costs, the advantage which the Company enjoys as a result of its low cost
structure is diminished. For this reason, maintaining a low cost structure is
one of the strategic imperatives which the Company has set for itself as it
moves forward in the late 1990s.
                                       12
<PAGE>   13
The Company continues to evaluate all elements of its operating costs to
sustain the momentum which commenced in bankruptcy to reduce costs where
practicable. On April 27, 1995, the Company announced that a five-year
agreement had been approved by the Board of Directors and ratified by a
majority of the Company's pilots represented by the Air Line Pilots
Association. Included amongst the material provisions of the agreement are the
following:

- - Pilot productivity improvements of up to 10%;
- - A single pay scale for all aircraft types;
- - Pay increases averaging 6.9% annually, or approximately $35.0 million over
  the term;
- - Flexible work rules;
- - Management's right to staff the airline and to enter into strategic alliances
  is preserved and
- - Sympathy work stoppages or job actions by the pilots are precluded.

The contract took effect beginning May 1, 1995.

The Company is also preparing to test electronic and paperless ticketing during
the second quarter of 1955. The Company has not matched the commission caps
imposed by other carriers and continues to study the issue.

In the fourth quarter of 1994, certain competitive pricing initiatives were
commenced by other carriers which exerted pressure on both the Company's yield
and load factor. Such initiatives have carried over to the first quarter of
1995. To address these conditions, the Company has announced certain fare
initiatives of its own and has selectively matched fare increases initiated by
other carriers, where appropriate. As a result of these initiatives, the
Company experienced low levels of both traffic and yield in January 1995 which
began to improve in February. While traffic continued to improve such that the
Company reported the highest domestic load factor amongst the major carriers
for both the months of March and April 1995, the yield for the first quarter
decreased 1.6% from the fourth quarter of 1994.

RESULTS OF OPERATIONS
- ---------------------
The Company's results of operations for the quarter ended March 31, 1995 have
not been prepared on a basis of accounting consistent with its results of
operations for the quarter ended March 31, 1994 due to the implementation of
fresh start reporting upon the Company's emergence from bankruptcy.

The Company realized net income of $5.2 million for the first quarter of 1995
compared to $15.2 million for the first quarter of 1994. Operating income for
the quarters ended March 31, 1995 and 1994 was $24.9 million and $37.8 million,
respectively. The 1994 net income included reorganization expense of $8.4
million.

Total operating revenues were $345.8 million for the first quarter of 1995
compared to $345.3 million for the 1994 first quarter. Passenger revenue
decreased slightly for the 1995 first quarter to $323.5 million compared to
$324.4 million for the 1994 period. Cargo and other revenues increased to $22.3
million in 1995 compared to $20.8 million for the 1994 first quarter. Summarized
below are certain capacity and traffic statistics for the three months ended
March 31, 1995 and 1994.

<TABLE>
<CAPTION>

                                                                                       FIRST QUARTER
                                                                          -----------------------------------------
                                                                                                            PERCENT
                                                                          1995             1994              CHANGE
                                                                          ----             ----             -------
<S>                                                                       <C>              <C>              <C>
         Number of Aircraft (end of period)                                   88               85              3.5
         Available Seat Miles (millions)                                   4,635            4,302              7.7
         Revenue Passenger Miles (millions)                                2,960            2,917              1.5
         Load Factor (percent)                                              63.9             67.8             (5.8)
         Passenger Enplanements (thousands)                                3,820            3,742              2.1
         Average Passenger Journey Miles                                     957              979             (2.3)
         Average Stage Length                                                687              659              4.2
         Yield Per Revenue Passenger Mile (cents)                          10.93            11.12             (1.7)
         Revenue Per Available Seat Mile:
                  Passenger (cents)                                         6.98             7.54             (7.4)
                  Total (cents)                                             7.46             8.03             (7.1)
         Average Daily Aircraft Utilization (hours)                        11.20            10.94              2.8
</TABLE>

Capacity offered, as measured by available seat miles, increased 7.7% for the
first quarter of 1995 compared to the first quarter of 1994. This increase was
the result of the addition of three aircraft to the fleet, a 2.8% increase in
the average daily utilization of the fleet and a 4.2% increase in the average
stage length flown. Although 

                                       13
<PAGE>   14

traffic, as measured by revenue passenger miles, increased 1.5% for the three
months ended March 31, 1995 compared to the 1994 first quarter, this increase
was less than the additional capacity offered and, as a result, load factor
decreased to 63.9% for the 1995 quarter compared to 67.8% for the 1994 quarter.
The additional capacity offered in 1995 was deployed to commence service to
Mazatlan and Los Cabos, Mexico in December 1994 and to increase frequency over
certain existing routes.

Passenger revenues for the first quarter of 1995 decreased because the 1.7%
decline in average passenger yield was greater than the 1.5% increase in revenue
passenger miles flown. As a result of the decrease in passenger revenues and the
7.7% increase in available seat miles, passenger revenue per available seat mile
decreased 7.4% for the 1995 first quarter compared to the first quarter of 1994.
Looking ahead to the second quarter of 1995, certain competitors have announced
changes to their route schedules which have sharply limited or entirely
eliminated service which had competed with that provided by the Company. Most
significantly affected were certain Midwestern cities connecting to Phoenix and
Las Vegas and the Los Angeles area airports connecting to Phoenix.

Operating expense per available seat mile decreased 3.2% to 6.92 cents for the
first quarter of 1995 compared to the same period of the prior year. The table
below sets forth the major categories of operating expense per available seat
mile for the first quarter of 1995 and 1994.

<TABLE>
<CAPTION>

                                                                            FIRST QUARTER
                                                              ------------------------------------------
                                                                     (in cents)                 PERCENT
                                                               1995             1994             CHANGE
                                                              -------         --------          -------
<S>                                                              <C>              <C>            <C>
         Salaries and Related Costs                              1.92             1.85              3.8
         Rentals and Landing Fees                                1.47             1.54             (4.5)
         Aircraft Fuel                                            .86              .88             (2.3)
         Agency Commissions                                       .62              .68             (8.8)
         Aircraft Maintenance Materials & Repairs                 .28              .18             55.6
         Depreciation and Amortization                            .43              .49            (12.2)
         Other                                                   1.34             1.53            (12.4)
                                                                -----            -----           ------
                                                                 6.92             7.15             (3.2)
                                                                =====            =====           ======
</TABLE>                                             
                                                     
The changes in the components of operating expense per available seat mile are
explained as follows:

- -          The increase in salaries and related costs is the result of salary
           increases ranging from two to eight percent of base pay which were
           awarded effective April 1, 1994 under the Moving Forward Program. In
           addition, the Company implemented the Total Pay Program effective
           January 1, 1995 which provides employees with a pay and benefits
           package which is competitive with other low cost airlines and local
           employers. The Total Pay Program is anticipated to increase
           non-executive pay by approximately $25 million annually. In addition,
           an accrual of $1.4 million was made during the 1995 first quarter to
           begin to provide for performance awards under the AWArd Pay element
           of the Total Pay Program. Partially offsetting these increases were
           reductions in force arising from a strategic restructuring program.
           In January 1995, the Company closed its reservations center in
           Colorado Springs, Colorado which reduced the employee census by
           approximately 100 positions and in March 1995, further reductions in
           force of approximately 700 positions were realized. When fully
           implemented, the strategic restructuring programs are anticipated to
           result in the elimination of approximately 1,300 positions with
           associated annual cost savings of approximately $40 million.

- -          The decrease in rentals and landing fees is the result of a 3%
           increase in the nominal expense level, which is largely due to the
           rental expense associated with three aircraft added to the fleet,
           which was more than offset by the 7.7% increase in available seat
           miles flown.

- -          Aircraft fuel decreased due to the decline in the average cost per
           gallon to 53.96 cents for the first quarter of 1995 compared to 54.71
           cents for the 1994 first quarter.

                                       14
<PAGE>   15


- -          Agency commissions decreased as a result of the decrease in passenger
           revenues, as discussed above.

- -          Aircraft maintenance materials and repairs increased largely as the
           result of a change in the classification of the amortization expense
           associated with capitalized heavy engine and airframe overhauls. In 
           1994, for the Predecessor Company, such amortization totaling 
           $8.4 million is included in depreciation and amortization. In 1995, 
           as part of fresh start reporting, such amortization totaling $.9 
           million is included in aircraft maintenance materials and repairs. 
           In addition, aircraft maintenance materials and repairs expense 
           increased as a result of the increase in block hours flown and a 
           flight hour agreement involving certain auxiliary power units.

- -          Depreciation and amortization expense decreased due to the
           implementation of fresh start reporting upon bankruptcy emergence and
           as a result of the change in classification discussed above with 
           respect to aircraft maintenance materials and repairs. Amortization 
           of the excess reorganization value amounted to $8.2 million for the 
           quarter ended March 31, 1995.

- -          Other operating expenses decreased due to reductions in advertising
           expense, telecommunications charges, booking fees and interrupted
           trip expense.

Nonoperating expenses (net of nonoperating income) amounted to $13.9 million for
the three months ended March 31, 1995 compared to $21.9 million for the first
quarter of 1994. Net interest expense for the first quarter of 1995 was $15.9
million compared to $13.2 million for the 1994 period. In conformity with SOP
90-7, the Company ceased accruing and paying interest on unsecured prepetition
long-term debt. Interest expense for the first quarter of 1994 would have been
$16.4 million, if the Company had accrued interest expense on such debt. The
1994 first quarter includes reorganization expense of $8.4 million.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents increased to $213.4 million at March 31, 1995 from
$182.6 million at December 31, 1994. Cash generated from operating activities
for the three months ended March 31, 1995 and 1994 amounted to $73.4 million and
$79.6 million, respectively. During the first quarter of 1995, the Company
incurred capital expenditures of $29.0 million compared to $13.7 million in
1994. The capital expenditures incurred for both the 1995 and 1994 quarters
consisted largely of aircraft spare parts and heavy engine overhauls.

The Company has a working capital deficiency which has increased to $67.8
million at March 31, 1995 from $47.9 million at December 31, 1994. This increase
reflects an increase in accounts payable arising from the higher level of heavy
engine maintenance and an increase in the air traffic liability arising from
higher levels of advance ticket bookings. The effect of these two liability
increases more than offset the increase in cash and cash equivalents discussed
above. Despite the working capital deficiency, the Company expects to meet all
of its obligations as they become due.

At March 31, 1995, the Company had on order with AVSA S.A.R.L. ("AVSA") a total
of 24 Airbus A320-200 aircraft with an aggregate net cost estimated at $1.1
billion. Delivery dates of the aircraft will fall in the years 1998 through 2000
with an option to defer the 1998 deliveries. If new A320 aircraft are delivered
as a result of a certain "put" agreement (described below), the Company will
have the right to cancel on a one-for-one basis up to a maximum of eight
non-consecutive aircraft deliveries hereunder, subject to certain conditions.
Additionally, the Company has the option to cancel without cause up to an
additional four aircraft with thirty months prior notice, and the Company has
the right, with Continental's concurrence, to assign all or some of these
delivery positions to Continental.

In December 1994, the Company entered into a support contract with International
Aero Engines ("IAE") which provides for the purchase by the Company of six new
V2500-A5 spare engines scheduled for delivery beginning in 1998 through 2000 for
use on certain of the A320 fleet. Such engines have an estimated aggregate cost
of $42.3 million, for which 


                                       15
<PAGE>   16

the Company has provided a $1.5 million security deposit in the form of a letter
of credit. Pursuant to a side letter to an earlier contract with IAE, the
Company agreed to purchase from IAE prior to December 31, 1995, a new or used
V2500-A1 engine. During the first quarter of 1995, such agreement was modified
to include the following terms:

- -          The Company will acquire a new V2500-A5 engine instead of a V2500-A1.
           The cost of such engine will approximate $7.1 million.

- -          IAE will reduce the letter of credit requirement under the agreement
           to acquire six spare V2500-A5 engine to $600 thousand from $1.5
           million.

- -          Previously restricted cash of $900 thousand which collateralized the
           letter of credit requirement will be released and paid to IAE as a
           down payment on the $7.1 million A5 engine discussed above with IAE
           carrying the balance at no interest until January 1996 at which time
           the Company will be required to secure alternative financing.

At March 31, 1995, the Company has significant capital commitments for a number
of new aircraft, as discussed above. Although the Company has arranged for
financing for up to one-half of the commitment to AVSA, the Company will require
substantial capital from external sources to meet its remaining financial
commitments. The Company intends to seek additional financing (which may include
public debt financing or private financing) in the future when and as
appropriate. There can be no assurance that sufficient financing will be
obtained for all aircraft and other capital requirements. A default by the
Company under any such commitment could have a material adverse effect on the
Company.

At March 31, 1995, the Company had seven aircraft under a put agreement with
deliveries to start no earlier than June 30, 1995 and end on June 30, 1999 (the
"1994 Put Agreement"). Under the agreement, new or used B737-300, B757-200, or
new or "like new" A320-200 aircraft may be put to the Company at a rate of no
more than two aircraft in 1995, and with respect to each ensuing year during the
put period, of no more than three aircraft. In addition, no more than five used
aircraft may be put to the Company, and for every new A320 aircraft put to the
Company, the Company has the right to reduce deliveries under the AVSA A320
purchase contract on a one-for-one basis. During each January of the put period,
the Company will negotiate the type and delivery dates for terms ranging from
three to eighteen years, depending on the type and condition of the aircraft.

In February 1995, the Company entered into an agreement under the 1994 Put
Agreement to lease one Boeing 737-300 aircraft for five years at a rental rate
subject to reset every six months based on LIBOR. Payments for the aircraft are
due monthly.

In April 1995, the Company entered into agreements to lease one Boeing 757
aircraft and two A320 aircraft. Under the arrangements, the Boeing 757 aircraft
has a term of two years with payments due monthly and the two A320 aircraft have
a term of eight years with payments due monthly. The two A320 aircraft were 
received under the 1994 Put Agreement, reducing the number of put aircraft 
from seven at March 31, 1995 to five.

Under the AVSA A320 purchase contract, the Company has the right to reduce
deliveries for the two A320 put aircraft received in April but such election
has not been made. The Company has a letter agreement that preserves such
cancellation right but the cancellation right must be exercised no earlier than
April 15, 1996 and no later than April 17, 1997 and the cancellation right is
limited to any future A320 delivery with a scheduled delivery date at least
thirty months from the date such cancellation right is exercised.

Certain of the Company's long-term debt agreements contain minimum cash balance
requirements, leverage ratios, coverage ratios and other financial covenants
with which the Company was in compliance at March 31, 1995.

In May 1995, the Company entered into an agreement with IAE which provides for
the following:

- -          IAE will assume direct responsibility for managing the maintenance of
           all V2500-A1 engines currently in service on the Company's A320
           aircraft fleet.

- -          IAE will provide spare V2500-A1 engines on an "as needed" basis.

- -          The Company will pay to IAE a rate per engine flight hour which may
           vary depending upon certain operational measures and which is
           adjusted for changes in CPI in future years.

- -          The term of the agreement is coterminus with aircraft leases which
           include these engines or up to the year 2013. The term of the
           agreement could be reduced, under certain conditions, to ten years.

                                       16
<PAGE>   17

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
        -----------------

         None

Item 2. CHANGES IN SECURITIES
        ---------------------
         None

Item 3. DEFAULT UPON SENIOR SECURITIES
        ------------------------------

         None

Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
        -------------------------------------------------

         None.

Item 5. OTHER INFORMATION
        -----------------
         On September 15, 1994, the Association of Flight Attendants (AFA) was
         certified by the National Mediation Board as the collective bargaining
         representative of America West's inflight CSR's (flight attendants). 
         The Company and AFA commenced negotiations in December 1994 pursuant 
         to the Railway Labor Act, as amended.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

         a.       Exhibits

                  EXHIBIT
                  NUMBER        DESCRIPTION AND METHOD OF FILING
                  -------       --------------------------------
                  11.1          Computation of Net Income (Loss) per Share

                  27            Financial Data Schedule

         b.       Reports on Form 8-K

                  None

                                       17
<PAGE>   18





                                    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/
                                                   -------------------------
                                                   Raymond T. Nakano
                                                   Vice President and Controller

DATED:    May 15, 1995



                                       18
<PAGE>   19

                            AMERICA WEST AIRLINES
                        COMMISSION FILE NUMBER 1-10140
                                EXHIBIT INDEX
                           MARCH 31, 1995 FORM 10-Q


<TABLE>
<CAPTION>

No.                 Description
- ---                 -----------
<S>                <C>

11.1               Computation of Net Income (Loss) per Share

27                 Financial Data Schedule


</TABLE>


<PAGE>   1

                           AMERICA WEST AIRLINES, INC.
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                     (in thousands except per share amount)         Exhibit 11.1
<TABLE>
<CAPTION>

                                                       Reorganized    |  Predecessor
                                                         Company      |    Company
                                                       ------------   |  ------------
                                                       Three Months   |  Three Months
                                                          Ended       |     Ended
                                                         March 31,    |    March 31,
                                                       ------------   |  ------------
                                                           1995       |      1994
                                                       ------------   |  ------------
<S>                                                     <C>           |    <C>       
                                                                      |
Fully Diluted Earnings Per Share                                      |
Additional adjustment to weighted                                     |
  average number of shares outstanding                                |
  Weighted average number of shares                                   |
    outstanding as adjusted per fully                                 |
    diluted computation above . . . . . . .             47,953,934    |   29,152,729
  Additional dilutive effect of outstanding                           |
    options and warrants. . . . . . . . . .                    -      |          -
  Additional dilutive effect of assumed                               |
    conversion of preferred stock:                                    |
      Series C 9.75%  . . . . . . . . . . .                    -      |      73,099
  Additional dilutive effect of assumed                               |
    conversion of 7.75% subordinated                                  |
    debenture . . . . . . . . . . . . . . .                    -      |    2,257,558
  Additional dilutive effect of assumed                               |
    conversion of 7.5% subordinated                                   |
    debenture . . . . . . . . . . . . . . .                    -      |    2,264,932
  Additional dilutive effect of assumed                               |
    conversion of 11.5% subordinated                                  |
    debenture . . . . . . . . . . . . . . .                    -      |    7,306,865
                                                       -----------    |  -----------
  Weighted average number of common shares                            |
    outstanding as adjusted . . . . . . . .             47,953,934    |   41,055,183
                                                       ===========    |  ===========
Fully diluted earnings per common share:                              |
  Net income. . . . . . . . . . . . . . . .            $       .13    |  $      0.40
                                                       ===========    |  ===========
</TABLE>




(a)    The stock options and warrants are included only in the periods in which
       they are dilutive.

(b)    The calculation is submitted in accordance with Regulation S-K Item 601
       (b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
       because it produces an antidilutive result.



                                       21
<PAGE>   2

                           AMERICA WEST AIRLINES, INC.
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                     (in thousands except per share amount)         Exhibit 11.1

<TABLE>
<CAPTION>

                                                      Reorganized      |     Predecessor
                                                        Company        |       Company
                                                    -------------      |    ------------
                                                     Three Months      |     Three Months
                                                         Ended         |        Ended
                                                        March 31,      |       March 31,
                                                     ------------      |     ------------
                                                          1995         |         1994
                                                     ------------      |     ------------
<S>                                                  <C>               |     <C>         
Primary Earnings Per Share                                             |  
Computation for Statements of Operation:                               |    
  Net Income. . . . . . . . . . . . . . . . .        $      5,210      |     $     15,175
  Preferred dividends . . . . . . . . . . .                     -      |                -
  Adjustment for interest on debt reduction,                           |  
    net of taxes. . . . . . . . . . . . . . .                   -      |           1,172
                                                     ------------      |     ------------
                                                                       | 
                                                                       | 
  Net income applicable to common stock . .          $      5,210      |     $     16,347
                                                     ============      |     ============
  Weighted average number of common shares                             |  
      outstanding . . . . . . . . . . . . . . .        45,165,959      |       25,291,260
  Assumed exercise of stock options and                                |  
      warrants(a) . . . . . . . . . . . . . . .                 -      |        3,861,469
                                                     ------------      |     ------------
  Weighted average number of common                                    |  
      shares outstanding as adjusted. . . . . .        45,165,959      |       29,152,729
                                                     ============      |     ============
 Primary earnings per common share:                                    |  
  Net income. . . . . . . . . . . . . . . .          $       0.12      |     $       0.56
                                                     ============      |     ============
                                                                       |  
  Net Income . . . . . . . . . . . . . . . .         $      5,210      |  
  Preferred dividends. . . . . . . . . . .                      -      |     
  Adjustment for interest on debt reduction,                           | 
      net of taxes. . . . . . . . . . . . . .               1,168      |   
                                                     ------------      |  
  Net income applicable to common stock . .          $      6,378      | 
                                                     ============      | 
  Weighted average number of common shares                             | 
      outstanding . . . . . . . . . . . . . .          45,165,959      | 
  Assumed exercise of stock options and                                | 
      warrants (a). . . . . . . . . . . . . .           2,787,975      | 
                                                     ------------      | 
  Weighted average number of common                                    | 
      shares outstanding as adjusted. . . . .          47,953,934      |  
                                                     ============      | 
Primary earnings per common share:                                     | 
  Net income. . . . . . . . . . . . . . . .          $       0.13 (b)  | 
                                                     ============      | 
</TABLE>


                                       19
<PAGE>   3




                           AMERICA WEST AIRLINES, INC.
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                     (in thousands except per share amount)         Exhibit 11.1


<TABLE>
<CAPTION>

                                                     Reorganized    |  Predecessor
                                                       Company      |    Company
                                                     ------------   |  ------------
                                                     Three Months   |  Three Months
                                                        Ended       |     Ended
                                                      March 31,     |    March 31,
                                                     ------------   |  ------------
                                                         1995       |       1994
                                                     ------------   |  ------------
<S>                                                  <C>            |   <C>        
Fully Diluted Earnings Per Share                                    |
Computation for Statements of Operations:                           |
  Net Income. . . . . . . . . . . . . . . .          $     5,210    |  $    15,175
  Adjustment for interest on debt reduction,                        |
    net of taxes. . . . . . . . . . . . . .                1,097    |        1,136
  Preferred dividends . . . . . . . . . . .                  -      |          -
                                                     -----------    |  -----------
  Net income applicable to common stock . .          $     6,307    |  $    16,311
                                                     ===========    |  ===========
  Weighted average number of common                                 |
    shares outstanding. . . . . . . . . . .           45,165,959    |   25,291,260
  Assumed exercise of stock options                                 |
    and warrants (a). . . . . . . . . . . .            2,787,975    |    3,861,490
                                                     -----------    |  -----------
  Weighted average number of common                                 |
    shares outstanding as adjusted. . . . .           47,953,934    |   29,152,729
                                                     ===========    |  ===========
Fully diluted earnings per                                          |
  common share:                                                     |
  Net income. . . . . . . . . . . . . . . .          $     0.13     |  $      0.56 (b)
                                                     ===========    |  ===========
Additional Fully Diluted Computation:                               |
Additional adjustment to net income as                              |
  adjusted per fully diluted computation above                      |
  Net Income. . . . .  . . . . . . . . . . .         $     5,210    |  $    15,175
  Add interest on debt reduction,                                   |
    net of taxes. . . . . . . . . . . . . .                1,097    |        1,136
                                                     -----------    |  -----------
  Net income applicable to common stock . .          $     6,307    |  $    16,311
                                                     ===========    |  ===========
</TABLE>



                                       20

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000706270
<NAME> AMERICA WEST ARLINES, INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                         213,406
<SECURITIES>                                         0
<RECEIVABLES>                                   90,251
<ALLOWANCES>                                     3,505
<INVENTORY>                                     26,264
<CURRENT-ASSETS>                               362,032
<PP&E>                                         571,568
<DEPRECIATION>                                  28,413
<TOTAL-ASSETS>                               1,624,032
<CURRENT-LIABILITIES>                          429,859
<BONDS>                                        453,452
<COMMON>                                           452
                                0
                                          0
<OTHER-SE>                                     600,440
<TOTAL-LIABILITY-AND-EQUITY>                 1,624,032
<SALES>                                              0
<TOTAL-REVENUES>                               345,790
<CGS>                                                0
<TOTAL-COSTS>                                  320,895
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   700
<INTEREST-EXPENSE>                              15,879
<INCOME-PRETAX>                                 10,968
<INCOME-TAX>                                     5,758
<INCOME-CONTINUING>                              5,210
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,210
<EPS-PRIMARY>                                      .12
<EPS-DILUTED>                                      .12
        
<FN> America West Airlines, Inc. emerged from chapter 11 on August 15, 1994 and
adopted fresh start reporting in accordance with statement of Position 90-7.
Accordingly, the Company's post-reorganization balance financial statements
have not been prepared on a consistent basis with such pre-reorganization
financial statements and are not comparable in all respects to financial
statements prior to reorganization.
</FN>





</TABLE>


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