8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2005

AMERICA WEST HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-12649	86-0847214
(State of jurisdiction)	(Commission File No.)	(IRS Employer Identification No.)

111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)

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

AMERICA WEST AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of jurisdiction) 0-12337
(Commission File No.) 86-0418245
(IRS Employer Identification No.)

4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899
(Address of principal executive offices and zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On March 8, 2005, America West Holdings Corporation (“Holdings”) and its wholly-owned subsidiary, America West Airlines, Inc. (“AWA” and collectively with Holdings, the “Company”), announced via press release an update of its previously reported financial results for 2004 and restatements of Holdings’ consolidated balance sheet and consolidated statement of stockholders’ equity and comprehensive income and AWA’s balance sheet and statement of stockholders’ equity and comprehensive income, both as of and for the year ended December 31, 2003, and also Holdings’ and AWA’s 2004 and 2003 interim financial results. A copy of the Company’s press release is furnished pursuant to Item 2.02 as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 4.02.  NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.

     (a) On March 8, 2005, in connection with the preparation of the Company’s combined annual report on Form 10-K for the year ended December 31, 2004, management, in consultation with the members of the Audit Committee of the Holdings Board of Directors (the “Audit Committee”), concluded that it is necessary to correct AWA’s application of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). Due to recent business and regulatory developments, the Company became aware that the documentation requirements to achieve hedge accounting under SFAS No. 133 were to be strictly applied, without regard for practical conventions or assumptions. Accordingly, management undertook a review of formal hedge documentation prepared and maintained by AWA. Based on this review, management concluded that AWA’s formal hedge documentation did not meet the requirements imposed by SFAS No. 133 under such strict interpretation and, therefore, AWA’s accounting for certain financial derivative instruments did not qualify for hedge accounting in accordance with SFAS No. 133. In addition, management also concluded that the accounting entries made at each quarter end needed to be corrected to properly reflect the fair value of open derivative instruments in the balance sheets and statements of stockholders equity and comprehensive income of Holdings and AWA. As a result, (a) Holdings and AWA have updated their previously reported financial results for 2004, (b) Holdings will restate its consolidated balance sheet and consolidated statement of stockholders’ equity and comprehensive income (loss) as of and for the year ended December 31, 2003, (c) AWA will restate its balance sheet and statement of stockholders’ equity and comprehensive income as of and for the year ended December 31, 2003, and (d) Holdings and AWA will restate their 2004 and 2003 interim financial results to recognize gains or losses on derivative instruments in net income (loss) during such periods. Readers should no longer rely on the Company’s previously filed interim and audited consolidated financial statements of Holdings or the interim and audited financial statements of AWA for the interim and annual periods from January 1, 2003 through September 30, 2004 described above, or the previously reported financial results for the year ended December 31, 2004.

     The decision to restate these financial statements was made by management after consultation with the members of the Audit Committee. Management also discussed the matters disclosed in this Current Report on Form 8-K with KPMG LLP, the Company’s independent auditors.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 8, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, America West Holdings Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	America West Holdings Corporation
Dated: March 8, 2005	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, America West Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	America West Airlines, Inc.
Dated: March 8, 2005	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated March 8, 2005.

EX-99.1

EXHIBIT 99.1

Contact: Elise Eberwein
(480) 693-5729

FOR IMMEDIATE RELEASE: March 8, 2005

AMERICA WEST UPDATES PREVIOUSLY REPORTED FINANCIAL RESULTS
2004 Net Loss Reduced by $0.9 million; Quarterly Results in 2003 and 2004 and 2003 Balance
Sheet Restated

PHOENIX — America West Holdings Corporation (“the Company”) (NYSE: AWA), parent company of America West Airlines, Inc. (“the airline”), today announced that it has revised its previously reported preliminary financial results for the fourth quarter and the year ended 2004, which were reported in its press release dated Jan. 21, 2005. The revision is the result of an accounting change associated with the recognition of gains or losses on derivative instruments that the Company uses as a means for reducing financial exposure to fluctuating jet fuel prices. As a result of this accounting change, the Company’s and airline’s consolidated statements of operations for the year ended Dec. 31, 2004 will reflect a net loss of $89.0 million and $85.3 million, versus a net loss of $89.9 million and $86.1 million, respectively, as reported in the Company’s earnings release and conference call on Jan. 21, 2005. The Company also announced it will be restating the Company’s and the airline’s previously reported balance sheet and statement of changes in stockholders’ equity and comprehensive income (loss) as of and for Dec. 31, 2003, and for their previously reported 2003 and 2004 interim (quarterly) financial results.

The Company recently undertook a review of its fuel hedge accounting as part of its preparation to complete its annual report on Form 10-K for the year ended Dec. 31, 2004. During this review, the Company determined that, due to recent business and regulatory developments, its formal hedge documentation did not meet the requirements imposed by the Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133) to hedge its fuel purchases as cash flow hedges. SFAS No. 133 provides guidance to companies when accounting for financial derivative instruments. In addition, management also concluded that the accounting entries made at each quarter end in 2003 and 2004 needed to be corrected to properly reflect the fair value of open derivative instruments in the balance sheets and statements of stockholders’ equity and comprehensive income of Holdings and AWA. Accordingly, the Company will restate the Company’s and the airline’s balance sheet and statement of changes in stockholders’ equity and comprehensive income (loss) as of and for the year ended Dec. 31, 2003, as well as their interim financial results during 2003 and 2004. Those restatements will recognize, as part of its net income or loss during these periods, the non-cash gains and losses on these financial derivative instruments. The restatements will not impact the Company’s or the airline’s cash position at any date.

SFAS No. 133 requires that that all derivative instruments be recorded in the statement of financial position at fair value. The accounting for the gain and loss due to changes in the fair value of the derivative instruments depends on whether the derivative instrument qualifies as a hedge. For cash flow hedges the effective portion of gains and losses on derivative hedging instruments is accumulated and deferred in other comprehensive income until the hedged transaction is recognized in earnings. If the derivative instrument does not qualify as a hedge, the gains or losses are reported in earnings when they occur (mark-to-market).

The following table reflects the impact of the accounting change on the Company’s and the airline’s balance sheets, statements of changes in stockholder’s equity and comprehensive income (loss) as of and for Dec. 31, 2003 and interim (quarterly) results of 2004 and 2003:

Quarterly Financial Data:

	Holdings						Airline
	Net Income (Loss)						Net Income (Loss)
	As			As			As			As
	Reported			Restated			Reported			Restated
2004
First Quarter		1,176			(1,563	)		1,945			(794	)
Second Quarter		5,694			10,661			6,558			11,525
Third Quarter		(47,067	)		(28,665	)		(46,164	)		(27,762	)
Fourth Quarter		(49,712	)		(69,456	)		(48,482	)		(68,226	)
Full Year		(89,909	)		(89,023	)		(86,143	)		(85,257	)
2003
First Quarter		(62,018	)		(63,421	)		(61,019	)		(62,422	)
Second Quarter		79,684			78,872			80,672			79,860
Third Quarter		32,942			31,590			33,820			32,468
Fourth Quarter		6,812			10,379			7,813			11,380
Full Year		57,420			57,420			61,286			61,286
2003 Balance Sheet:
Other Assets		124,534			112,007			122,725			110,198
Other Comprehensive Income (OCI)		12,527			—			12,527			—

America West Holdings Corporation is an aviation and travel services company. Wholly owned subsidiary America West Airlines is the nation’s second largest low-fare carrier, serving 95 destinations in the U.S., Canada, Mexico and Costa Rica. This press release and additional information on America West can be accessed at www.americawest.com.

This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause
America West’s actual results and financial position to differ materially from these statements.
These forward looking statements may be identified by words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “will” and similar terms used in
connection with statements regarding our expected financial statement restatements. The risks and
uncertainties relating to forward looking statements include, but are not limited to, the

duration and extent of the current soft economic conditions; the impact of global instability
including the continuing impact of the continued military presence in Iraq and Afghanistan and
the terrorist attacks of Sept. 11, 2001 and the potential impact of future hostilities, terrorist
attacks, infectious disease outbreaks or other global events; limitations on our ability to obtain
additional financing due to high levels of
debt and the financial and other covenants in our debt instruments; changes in federal and state
laws and regulations; changes in prevailing interest rates and the availability of and terms of
financing to fund our business; the ability to attract and retain qualified personnel; the
cyclical nature of the airline industry; competitive practices in the industry, including
significant fare restructuring activities by major airlines; the impact of changes in fuel
prices; relations with unionized employees generally and the impact and outcome of the labor
negotiations and other factors described from time to time in the company’s publicly available
SEC reports. We caution you that these risks may not be exhaustive. We operate in a
continually changing business environment, and new risks emerge from time to time. The
company undertakes no obligation to publicly update any forward-looking statement to reflect
events or circumstances that may arise after the date of this press release.

-AWA-