-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UyCRwA1bd/zy/yy3aBkEZDKd6yJh6tGWaglcIiveUtcAxEtT/KsacUppDx3Ujift Rfai5sqAMz44+Q2nNAzCQw== /in/edgar/work/0000950153-00-001536/0000950153-00-001536.txt : 20001115 0000950153-00-001536.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950153-00-001536 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST AIRLINES INC CENTRAL INDEX KEY: 0000706270 STANDARD INDUSTRIAL CLASSIFICATION: [4512 ] IRS NUMBER: 860418245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12337 FILM NUMBER: 764775 BUSINESS ADDRESS: STREET 1: 4000 E SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6026930800 MAIL ADDRESS: STREET 1: 4000 EAST SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 10-Q 1 p64046e10-q.txt FORM 10-Q 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 SEPTEMBER 30, 2000 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 INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 4000 EAST SKY HARBOR BLVD. PHOENIX, ARIZONA 85034 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (480) 693-0800 N/A (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES /XX/ NO / / INDICATE BY CHECKMARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGES ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A COURT. YES /XX/ NO / / THE COMPANY HAS 1,000 SHARES OF CLASS B COMMON STOCK AS OF OCTOBER 31, 2000. THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF AMERICA WEST HOLDINGS CORPORATION, MEETS THE CONDITION SET FORTH IN GENERAL INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H (2). 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICA WEST AIRLINES, INC. CONDENSED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------- ------------ ASSETS (UNAUDITED) Current assets: Cash and cash equivalents ......................... $ 88,119 $ 105,545 Short-term investments ............................ 41,832 15,617 Investment in equity securities ................... 20,723 16,433 Accounts receivable, net .......................... 155,524 102,014 Advances to parent company and affiliate, net ..... 256,054 248,335 Expendable spare parts and supplies, net .......... 50,877 49,327 Prepaid expenses .................................. 61,931 33,903 ---------- ---------- Total current assets .......................... 675,060 571,174 ---------- ---------- Property and equipment: Flight equipment .................................. 881,010 801,541 Other property and equipment ...................... 214,674 197,394 Equipment purchase deposits ....................... 97,099 79,399 ---------- ---------- 1,192,783 1,078,334 Less accumulated depreciation and amortization .... 438,278 378,185 ---------- ---------- Net property and equipment .................... 754,505 700,149 ---------- ---------- Other assets: Restricted cash ................................... 32,045 31,624 Reorganization value in excess of amounts allocable to identifiable assets, net ......... 276,880 291,801 Other assets, net ................................. 59,071 68,747 ---------- ---------- Total other assets ............................ 367,996 392,172 ---------- ---------- $1,797,561 $1,663,495 ========== ==========
See accompanying notes to condensed financial statements. 2 3 AMERICA WEST AIRLINES, INC. CONDENSED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------- ------------ LIABILITIES AND STOCKHOLDER'S EQUITY (UNAUDITED) Current liabilities: Current maturities of long-term debt .............. $ 55,416 $ 45,171 Accounts payable .................................. 138,794 130,752 Air traffic liability ............................. 234,928 175,528 Accrued compensation and vacation benefits ........ 33,480 48,227 Accrued taxes ..................................... 90,548 54,775 Other accrued liabilities ......................... 46,827 35,462 ---------- ---------- Total current liabilities ..................... 599,993 489,915 ---------- ---------- Long-term debt, less current maturities ............... 145,844 155,168 Deferred credits and other liabilities ................ 95,452 105,175 Deferred tax liability, net ........................... 30,768 30,768 Commitments and contingencies Stockholder's equity: Common Stock $.01 par value. Authorized, issued and outstanding; 1,000 shares .......... -- -- Additional paid-in capital ........................ 519,747 519,748 Retained earnings ................................. 405,757 362,721 ---------- ---------- Total stockholder's equity .................... 925,504 882,469 ---------- ---------- $1,797,561 $1,663,495 ========== ==========
See accompanying notes to condensed financial statements. 3 4 AMERICA WEST AIRLINES, INC. CONDENSED STATEMENTS OF INCOME (IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Operating revenues: Passenger ..................... $ 549,320 $ 504,793 $ 1,639,853 $ 1,507,661 Cargo ......................... 8,357 9,877 27,784 31,275 Other ......................... 20,780 19,224 60,518 55,613 ----------- ----------- ----------- ----------- Total operating revenues .. 578,457 533,894 1,728,155 1,594,549 ----------- ----------- ----------- ----------- Operating expenses: Salaries and related costs .... 142,001 124,990 408,382 362,507 Aircraft rents ................ 83,692 69,655 244,651 200,757 Other rents and landing fees .. 34,689 32,089 96,738 92,939 Aircraft fuel ................. 98,591 60,171 257,450 157,604 Agency commissions ............ 22,471 29,461 67,694 89,903 Aircraft maintenance materials and repairs ............... 63,754 55,613 185,474 156,237 Depreciation and amortization . 12,742 13,339 39,188 37,336 Amortization of excess reorganization value ...... 4,974 4,974 14,922 14,922 Other ......................... 116,463 104,754 353,446 320,548 ----------- ----------- ----------- ----------- Total operating expenses .. 579,377 495,046 1,667,945 1,432,753 ----------- ----------- ----------- ----------- Operating income (loss) ........... (920) 38,848 60,210 161,796 ----------- ----------- ----------- ----------- Nonoperating income (expenses): Interest income ............... 6,850 5,101 16,910 14,016 Interest expense, net ......... (5,621) (7,419) (17,003) (23,243) Gain on sale of investment .... -- -- 15,515 -- Other, net .................... 8,868 (384) 9,829 2,263 ----------- ----------- ----------- ----------- Total nonoperating income (expenses), net ........... 10,097 (2,702) 25,251 (6,964) ----------- ----------- ----------- ----------- Income before income taxes ........ 9,177 36,146 85,461 154,832 ----------- ----------- ----------- ----------- Income taxes ...................... 9,926 14,831 42,425 67,067 ----------- ----------- ----------- ----------- Net income (loss) ................. $ (749) $ 21,315 $ 43,036 $ 87,765 =========== =========== =========== ===========
See accompanying notes to condensed financial statements. 4 5 AMERICA WEST AIRLINES, INC. CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 2000 1999 --------- --------- Net cash provided by operating activities ........... $ 194,267 $ 169,527 --------- --------- Cash flows from investing activities: Purchases of property and equipment ............. (206,808) (225,792) Sales (purchases) of short-term investments ..... (26,215) 21,781 Proceeds from sales of property and equipment ... 38,303 184,822 Equipment purchase deposits and other ........... (7,200) (5,000) --------- --------- Net cash used in investing activities ....... (201,920) (24,189) --------- --------- Cash flows from financing activities: Repayment of debt ............................... (41,568) (171,341) Proceeds from issuance of debt .................. 32,000 162,074 Repurchase of warrants .......................... -- (3,377) Other ........................................... (205) -- --------- --------- Net cash used in financing activities ........ (9,773) (12,644) --------- --------- Net increase (decrease) in cash and cash equivalents ..................................... (17,426) 132,694 --------- --------- Cash and cash equivalents at beginning of period .... 105,545 107,234 --------- --------- Cash and cash equivalents at end of period .......... $ 88,119 $ 239,928 ========= ========= Cash, cash equivalents, and short-term investments at end of period ................................ $ 129,951 $ 245,632 ========= ========= Cash paid for: Interest, net of amounts capitalized ............ $ 12,200 $ 19,294 ========= ========= Income taxes paid ............................... $ 2,735 $ 3,496 ========= ========= Non-cash financing activities: Notes payable issued for equipment purchase deposits .................................... $ 31,500 $ 17,500 ========= ========= Notes payable canceled under the aircraft purchase agreement .......................... $ 21,000 $ 31,500 ========= =========
See accompanying notes to condensed financial statements. 5 6 AMERICA WEST AIRLINES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 1. BASIS OF PRESENTATION The unaudited condensed financial statements included herein have been prepared by America West Airlines, Inc., ("AWA" or the "Company"), a wholly owned subsidiary of America West Holdings Corporation ("Holdings"), pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with those rules and regulations, certain information and footnotes required by generally accepted accounting principles have been omitted. In the opinion of management, the condensed financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation. Certain prior year amounts have been reclassified to conform with current year presentation. The accompanying condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. 2. ADVANCES TO PARENT COMPANY AND AFFILIATE As of September 30, 2000, AWA had advances to Holdings of $241.8 million. In addition, AWA had net advances of $14.3 million to The Leisure Company ("TLC"), a wholly owned subsidiary of Holdings. 3. INVESTMENT IN EQUITY SECURITIES As of September 30, 2000, AWA owned one million shares of GetThere.com common stock, which were classified as trading securities in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). The estimated fair value of this investment at that date was approximately $17.7 million based on the quoted market price of GetThere.com common stock. AWA recognized an unrealized holding gain of $8.8 million related to the GetThere.com shares that was included in earnings in the third quarter of 2000. AWA sold all one million shares of GetThere.com for approximately $17.8 million in October 2000. 4. FLIGHT EQUIPMENT In July 2000 AWA announced firm orders for four A319 aircraft to be delivered in 2001. These A319 aircraft represent the exercise of four of AWA's existing option rights under its 1999 aircraft purchase agreement with AVSA S.A.R.L., an affiliate of Airbus Industrie ("AVSA"). In the third quarter of 2000, AWA also entered into aircraft lease arrangements for two new A319 and three new A320 aircraft, with lease terms ranging from 12 to 22 years. In October 2000 AWA exercised its option rights with respect to four A319 aircraft to be delivered in 2001 through 2003 as part of its 1999 aircraft purchase agreement with AVSA. 5. FINANCING TRANSACTION In July 2000 America West Airlines 2000-1 Pass Through Trusts issued $253.3 million of Pass Through Trust Certificates in connection with the financing of eight Airbus A319 aircraft and two Airbus A320 aircraft. The combined effective interest rate on the financing is 8.49%. One A319 and one A320 aircraft that are the subject of this financing were delivered in the third quarter of 2000 and one A319 aircraft was delivered in October 2000. The remaining seven aircraft will be delivered between November 2000 and March 2001. 6 7 AMERICA WEST AIRLINES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 The Pass Through Trust Certificates were issued by separate pass through trusts which will hold equipment notes issued upon delivery of the financed aircraft which will be secured by a security interest in such aircraft. The equipment notes will be issued in respect of, at AWA's election, a leveraged lease financing or a mortgage financing of the relevant aircraft. A major third party finance company has agreed to provide equity for leveraged lease transactions on six of the ten aircraft. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, AWA. 6. SEGMENT DISCLOSURES AWA is one reportable segment. Accordingly, the segment reporting financial data required by Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" is included in the accompanying balance sheets and statements of income. 7 8 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS America West's third quarter 2000 financial results continued to be negatively impacted by the sharp increase year-over-year in jet fuel prices and the airline's poor operating performance in the first half of the quarter. In late July, AWA announced a comprehensive plan to improve customer service and the airline's reliability, including a 3.5% reduction in the number of scheduled aircraft. This reduction provided four additional spare aircraft to substitute for others that may not be available because of maintenance requirements, weather or air traffic control, and to increase access to aircraft for performing reliability-related maintenance. From August 15 through September 30, completion factor averaged 98% versus 94% in July, a 64% reduction in average daily cancellations. In the month of October, AWA's completion factor declined from this level due to weather and air traffic control delays. The following discussion provides an analysis of AWA's results of operations for the third quarter and nine months ended September 30, 2000 and material changes compared to the third quarter and nine months ended September 30, 1999. The table below sets forth selected operating data for AWA.
THREE MONTHS ENDED PERCENT NINE MONTHS ENDED PERCENT SEPTEMBER 30, CHANGE SEPTEMBER 30, CHANGE 2000 1999 2000-1999 2000 1999 2000-1999 ------- ------- --------- ------- ------- ---------- Aircraft (end of period) ............................. 133 121 9.9 133 121 9.9 Average daily aircraft utilization (hours) ........... 10.8 11.6 (6.9) 11.0 11.8 (6.8) Available seat miles (in millions) ................... 6,881 6,540 5.2 20,194 19,329 4.5 Block hours .......................................... 130,047 124,878 4.1 384,495 367,204 4.7 Average stage length (miles) ......................... 884 865 2.2 875 860 1.7 Average passenger journey (miles) .................... 1,232 1,339 (8.0) 1,299 1,299 -- Revenue passenger miles (in millions) ................ 5,026 4,663 7.8 14,381 13,170 9.2 Load factor (percent) ................................ 73.0 71.3 1.7 pts 71.2 68.1 3.1 pts Passenger enplanements (in thousands) ................ 5,178 4,895 5.8 14,996 13,882 8.0 Yield per revenue passenger mile (cents) ............. 10.93 10.83 0.9 11.40 11.45 (0.4) Revenue per available seat mile: Passenger (cents) ................................. 7.98 7.72 3.4 8.12 7.80 4.1 Total (cents) ..................................... 8.41 8.16 3.1 8.56 8.25 3.8 Fuel consumption (gallons in millions) ............... 108.4 105.6 2.7 316.4 309.0 2.4 Average fuel price (cents per gallon) ................ 91.0 57.0 59.7 81.4 51.0 59.6 Average number of full-time equivalent employees ..... 12,461 11,475 8.6 12,117 11,208 8.1
8 9 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 The table below sets forth the major components of operating cost per available seat mile ("CASM") for AWA.
THREE MONTHS ENDED PERCENT NINE MONTHS ENDED PERCENT SEPTEMBER 30, CHANGE SEPTEMBER 30, CHANGE 2000 1999 2000-1999 2000 1999 2000-1999 ----- ----- --------- ----- ----- --------- (in cents) Salaries and related costs...... 2.06 1.91 8.0 2.02 1.88 7.8 Aircraft rents.................. 1.22 1.07 14.2 1.21 1.04 16.6 Other rents and landing fees.... .50 .49 2.8 .48 .48 (0.4) Aircraft fuel................... 1.43 .92 55.7 1.28 .81 56.4 Agency commissions.............. .33 .45 (27.5) .34 .46 (27.9) Aircraft maintenance materials and repairs..................... .93 .85 9.0 .92 .81 13.6 Depreciation and amortization... .19 .20 (9.2) .19 .19 0.5 Amortization of excess reorganization value............ .07 .08 (5.0) .07 .08 (4.3) Other........................... 1.69 1.60 5.7 1.75 1.66 5.5 ---- ---- ---- ---- 8.42 7.57 11.2 8.26 7.41 11.4 ==== ==== ==== ====
Three Months Ended September 30, 2000 and 1999 For the three months ended September 30, 2000, AWA realized an operating loss of $0.9 million compared to $38.8 million of operating income in last year's third quarter. Income tax expense for financial reporting purposes was $9.9 million for the 2000 third quarter on pretax income of $9.2 million. This compares to $14.8 million of tax expense in the third quarter of 1999 on $36.1 million of pretax income. AWA's effective tax rate increases sharply as pretax earnings decrease primarily as a result of the amortization of excess reorganization value expense, which is not deductible for tax purposes. Accordingly, AWA's book tax rate increased to 108% in the 2000 third quarter from 41% in the 1999 third quarter. Total operating revenues for the 2000 third quarter were a record $578.5 million. Passenger revenues were a record $549.3 million for the three months ended September 30, 2000, an increase of $44.5 million or 8.8% from the 1999 quarter. A 7.8% increase in revenue passenger miles ("RPM") more than offset a 5.2% increase in capacity as measured by available seat miles ("ASM"), resulting in a 1.7 point increase in load factor (the percentage of available seats that are filled with revenue passengers). Passenger revenue per available seat mile ("RASM") for the quarter increased 3.4% to 7.98 cents despite a 2.2% increase in average stage length. Revenue per passenger mile ("yield") increased 0.9% to 10.93 cents from 10.83 cents. Cargo revenues decreased 15.4% to $8.4 million due to lower freight and mail volumes. Other revenues increased 8.1% to $20.8 million for the third quarter of 2000 due primarily to expansion and increased profitability of AWA's code sharing agreement with Mesa Airlines. CASM increased 11.2% to 8.42 cents in the third quarter of 2000 from 7.57 cents for the comparable 1999 period largely due to higher fuel prices and the airline's operating reliability issues which led to a reduction in ASMs without a corresponding reduction in total expenses. As a result, operating expenses increased $84.3 million in the third quarter of 2000 or 17.0% as compared to the 1999 third quarter, while ASMs increased only 5.2%. Significant changes in the components of CASM are explained as follows: - Salaries and related costs per ASM increased 8.0% primarily due to a higher number of employees in the 2000 period to support anticipated growth and an increase in salaries and related costs per employee. The average number of full time equivalent employees ("FTE") increased 8.6% in the quarter while ASMs increased only 5.2% due to the operating reliability issues. Average salaries and related costs per FTE increased 4.6%, primarily due to a new collective bargaining agreement with the Company's fleet service workers, which was entered into in June 2000. 9 10 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 - Aircraft rent expense per ASM increased 14.2% due to the net addition of 12 leased aircraft to the fleet during the 2000 quarter as compared to 1999 and the effect of a sale/leaseback transaction in August 1999 involving six previously owned aircraft. - Other rents and landing fees expense per ASM increased 2.8% in the third quarter of 2000 primarily due to higher airport rentals ($2.0 million) and landing fees ($0.8 million). - Aircraft fuel expense per ASM increased 55.7% primarily due to a 59.7% increase in the average price per gallon of fuel to 91.0 cents in the 2000 quarter from 57.0 cents in 1999. - Agency commissions expense per ASM decreased 27.5% as an increase in the percentage of non-commissionable revenue in the third quarter of 2000, primarily due to increased usage of the Company's website, and a decrease in the base commission rate from 8% to 5%, effective October 18, 1999, more than offset the increase in commissions resulting from higher passenger revenues in the 2000 third quarter. - Aircraft maintenance materials and repairs expense per ASM increased 9.0% principally due to higher airframe maintenance costs ($4.6 million) and capitalized maintenance amortization expense related to aircraft D-Checks and accessories ($1.9 million) in the third quarter of 2000 when compared to the 1999 third quarter. These increases were offset in part by lower engine capitalized maintenance amortization expense ($0.5 million). - Depreciation and amortization expense per ASM decreased 9.2% due primarily to a decrease in airframe depreciation resulting from the sale/leaseback of six aircraft in August 1999. - Amortization of excess reorganization value expense per ASM decreased 5.0% due to the 5.2% increase in ASMs. - Other operating expenses per ASM increased 5.7% to 1.69 cents from 1.60 cents primarily due to a $4.5 million decrease in expense in the 1999 period resulting from a reduction in the estimated liability for travel awards associated with AWA's frequent flyer program. Higher professional, technical and legal fees ($2.2 million), interrupted trip and baggage claim expenses ($1.1 million) and costs resulting from growth contributed to the increase in other operating expenses in the 2000 third quarter. Growth-related costs include aircraft refueling charges and fuel taxes ($1.9 million), catering expense ($1.8 million), ground handling ($1.5 million), computer reservation system booking fees ($1.1 million), traffic liability insurance ($1.0 million), advertising ($1.0 million), furnished accommodations and per diem ($1.0 million), credit card discount fees ($1.0 million), telephone and other communications charges ($0.7 million), guard services ($0.5 million) and aircraft cleaning ($0.4 million). These increases were offset in part by the recovery of $4.1 million from the settlement of a lawsuit related to certain software applications that were previously written off and a $3.1 million quarter-over-quarter decrease in Year 2000 remediation costs. AWA had nonoperating pretax income of $10.1 million in the third quarter of 2000 as compared to $2.7 million of nonoperating pretax expenses in the 1999 third quarter. The period-over-period change was primarily due to an $8.8 million unrealized gain in the 2000 period related to an investment in one million shares of GetThere.com common stock, which are classified as trading securities in the Company's consolidated balance sheet. (See Note 3, "Investment in Equity Securities" in Notes to Condensed Consolidated Financial Statements.) Net interest expense decreased $1.8 million in the third quarter of 2000 primarily due to lower average outstanding debt resulting from the sale/leaseback of six aircraft in August 1999 and interest income increased $1.7 million primarily due to higher interest rates in the 2000 period. 10 11 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 Nine Months Ended September 30, 2000 and 1999 For the nine months ended September 30, 2000, AWA realized operating income of $60.2 million, a 62.8% decrease from the previous $161.8 million operating income in the nine months ended September 30, 1999. Income before income taxes for the nine month period in 2000 was $85.5 million compared to $154.8 million in 1999. Total operating revenues for the nine months ended September 30, 2000 were a record $1.7 billion. Passenger revenues were a record $1.6 billion for the nine months ended September 30, 2000, an increase of $132.2 million or 8.8% from the 1999 period. RPMs increased 9.2% while capacity as measured by ASMs increased 4.5%, resulting in a 3.1 point increase in load factor. RASM increased 4.1% to 8.12 cents for the nine months ended September 30, 2000 despite a 1.7% increase in average stage length. Yield decreased 0.4% to 11.40 cents from 11.45 cents. Cargo revenues decreased 11.2% to $27.8 million due to lower freight and mail volumes. Other revenues increased 8.8% to $60.5 million for the nine months ended September 30, 2000 due primarily to expansion and increased profitability of AWA's code sharing agreement with Mesa Airlines. CASM increased 11.4% to 8.26 cents in the nine months ended September 30, 2000 from 7.41 cents for the comparable 1999 period largely due to higher fuel prices and the airline's operating reliability issues which led to a reduction in ASMs without a corresponding reduction in total expenses. As a result, operating expenses increased $235.2 million for the nine months ended September 30, 2000 or 16.4% as compared to the 1999 period, while ASMs increased only 4.5%. Significant changes in the components of CASM are explained as follows: - Salaries and related costs per ASM increased 7.8% primarily due to a higher number of employees in the 2000 period to support anticipated growth and an increase in salaries and related costs per employee. The average number of FTEs increased 8.1% in the period while ASMs increased only 4.5% due to the operating reliability issues. Average salaries and related costs per FTE increased 4.2%, primarily due to a new collective bargaining agreement with the Company's fleet service workers, which was entered into in June 2000 and contractual wage increases required by the Company's pilot and flight attendant agreements. - Aircraft rent expense per ASM increased 16.6% due primarily to the net addition of 12 leased aircraft to the fleet during the 2000 period as compared to 1999 and the effect of a sale/leaseback transaction in August 1999 involving six previously owned aircraft. - Aircraft fuel expense per ASM increased 56.4% due to a 59.6% increase in the average price per gallon of fuel to 81.4 cents in the 2000 period from 51.0 cents in 1999. - Agency commissions expense per ASM decreased 27.9% as an increase in the percentage of non-commissionable revenue in the 2000 nine month period, primarily due to increased usage of the Company's website, and a decrease in the base commission rate from 8% to 5%, effective October 18, 1999, more than offset the increase in commissions resulting from higher revenue for the nine months ended September 30, 2000. - Aircraft maintenance materials and repairs expense per ASM increased 13.6% primarily due to higher airframe maintenance costs ($19.0 million) and capitalized maintenance amortization expense related to aircraft D-Checks and accessories ($4.7 million) for the 2000 period when compared to the comparable period in 1999. - Amortization of excess reorganization value expense per ASM decreased 4.3% due to the 4.5% increase in ASMs. 11 12 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 - Other operating expenses per ASM increased 5.5% to 1.75 cents from 1.66 cents primarily due to higher interrupted trip and baggage claim expenses driven by the airline's operational challenges ($12.6 million), professional, technical and legal fees ($5.7 million), and higher costs resulting from growth. Growth-related costs include catering expense ($5.8 million), computer reservation system booking fees ($5.0 million), aircraft refueling charges and fuel taxes ($4.1 million), furnished accommodations and per diem ($3.6 million), ground handling ($3.4 million), credit card discount fees ($3.3 million), advertising ($2.9 million), guard services ($1.4 million), traffic liability insurance ($1.3 million) and aircraft cleaning ($1.2 million). A $4.4 million decrease in expense in the 1999 period resulting from a reduction in the estimated liability for travel awards associated with AWA's frequent flyer program also contributed to the increase in other operating expenses in the 2000 period. These increases were offset in part by an $18.9 million period-over-period decrease in Year 2000 remediation costs and the recovery of $4.1 million from the settlement of a lawsuit related to certain software applications that were previously written off. AWA had nonoperating pretax income of $25.3 million for the nine months ended September 30, 2000 as compared to $7.0 million of nonoperating pretax expenses in the 1999 period. The period-over-period change was primarily due to a $15.5 million gain on sale of 500,000 warrants to purchase common stock of Priceline.com, Inc. in the first quarter of 2000 and an $8.8 million unrealized gain related to an investment in one million shares of GetThere.com common stock, which are classified as trading securities in the Company's consolidated balance sheet, in the third quarter of 2000. (See Note 3, "Investment in Equity Securities" in Notes to Condensed Consolidated Financial Statements.) Net interest expense decreased $6.2 million in the first nine months of 2000 primarily due to lower average outstanding debt resulting from the sale/leaseback of six aircraft in August 1999 and interest income increased $2.9 million due to higher interest rates in the 2000 period. The 1999 nine month period benefited from a $2.7 million gain on sale of the Company's investment in 30,000 shares of Priceline.com common stock in the second quarter of 1999. LIQUIDITY AND CAPITAL RESOURCES Unrestricted cash and cash equivalents and short-term investments increased to $130.0 million at September 30, 2000 from $121.2 million at December 31, 1999. Net cash provided by operating activities increased to $194.3 million for the nine months ended September 30, 2000 from $169.5 million in 1999 due primarily to a period-over-period decrease in advances to Holdings which was offset in part by lower net income in the 2000 period. Net cash used in investing activities increased to $201.9 million for the nine months ended September 30, 2000 from $24.2 million for the 1999 period primarily due to the sale/leaseback transaction in the 1999 period which generated proceeds of $114.1 million from the sale of six aircraft. The 2000 period included purchases of short-term investments totaling $26.2 million compared to sales of $21.8 million of short-term investments in 1999. Net cash used in financing activities was $9.8 million for the nine months ended September 30, 2000 compared to $12.6 million in the 1999 period. The 2000 period included $32.0 million of borrowing to fund the acquisition of a new A320 aircraft. This borrowing was subsequently repaid in full as a result of a sale/leaseback transaction. The 2000 period also included long-term debt repayments of $9.6 million. The 1999 period included two borrowings under AWA's revolving credit facility totaling $162.1 million, of which $94.3 million was repaid in April 1999 with the remaining $67.8 million repaid in October 1999. The 1999 period also included purchases of AWA warrants totaling $3.4 million and long-term debt repayments of $9.3 million. Long-term debt maturities through 2002 consist primarily of principal amortization of notes payable secured by certain of AWA's aircraft. Such maturities are $35.6 million, $9.8 million and $9.7 million, respectively, for the remainder of 2000, 2001 and 2002. Management expects to fund the remaining long-term debt maturities with cash from operations or by refinancing the underlying obligations, subject to availability and market conditions. 12 13 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 At September 30, 2000, AWA had firm commitments to AVSA to purchase a total of 40 Airbus aircraft, with five remaining to be delivered in 2000. The remaining 35 aircraft will be delivered in 2001 through 2004. AWA also has 21 options and 25 purchase rights to purchase aircraft in the "A320 family" of aircraft (A318s, A319s, A320s and A321s) for delivery in 2004 through 2008. In October 2000 AWA exercised its option rights with respect to four A319 aircraft to be delivered in 2001 through 2003 as part of its 1999 aircraft purchase agreement with AVSA. The aggregate net cost of firm commitments remaining under the aircraft order, including the four A319 aircraft ordered in October 2000, is approximately $1.6 billion. In July 2000 America West Airlines 2000-1 Pass Through Trusts issued $253.3 million of Pass Through Trust Certificates in connection with the financing of eight Airbus A319 aircraft and two Airbus A320 aircraft to be purchased from AVSA. The combined effective interest rate on the financing is 8.49%. One A319 and one A320 aircraft that are the subject of this financing were delivered in the third quarter of 2000 and one A319 aircraft was delivered in October 2000. The remaining seven aircraft will be delivered between November 2000 and March 2001. The Pass Through Trust Certificates were issued by separate pass through trusts which will hold equipment notes issued upon delivery of the financed aircraft which will be secured by a security interest in such aircraft. The equipment notes will be issued in respect of, at AWA's election, a leveraged lease financing or a mortgage financing of the relevant aircraft. A major third party finance company has agreed to provide equity for leveraged lease transactions on six of the ten aircraft. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, AWA. AWA intends to seek additional financing (which may include public debt financing or private financing) in the future when and as appropriate to support these aircraft orders. There can be no assurance that sufficient funding will be obtained for all aircraft. A default by AWA under the AVSA purchase commitment could have a material adverse effect on AWA. AWA has in place a $125 million senior secured revolving credit facility with a group of financial institutions that will expire in December 2002. The credit agreement is secured by certain assets of AWA. As of September 30, 2000, $111.8 million was available for borrowing based on the value of the assets pledged. There were no outstanding borrowings as of September 30, 2000. In October 2000 AWA sold one million shares of GetThere.com common stock for approximately $17.8 million. Capital expenditures for the nine months ended September 30, 2000 and 1999 were approximately $206.8 million and $225.8 million, respectively. Included in these amounts are capital expenditures for capitalized maintenance of approximately $93.1 million for the nine months ended September 30, 2000 and $83.3 million for the nine months ended September 30, 1999. Certain of AWA's long-term debt agreements contain minimum cash balance requirements, leverage ratios, coverage ratios and other financial covenants with which AWA was in compliance at September 30, 2000. OTHER INFORMATION LABOR RELATIONS The Company is in the process of negotiating with the Air Line Pilots Association ("ALPA") on a new contract for AWA's pilots. The existing contract with ALPA became amendable in May 2000. In addition, the Company is in negotiations with the International Brotherhood of Teamsters ("IBT") on a first contract covering the Company's stock clerks, a work group of approximately 50 employees. The Company cannot predict the form of these future collective bargaining agreements and therefore the effect, if any, on AWA's operations or financial performance. 13 14 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 ADDITIONAL INFORMATION The air travel business historically fluctuates in response to general economic conditions. The airline industry is sensitive to changes in economic conditions that affect business and leisure travel and is highly susceptible to events that result in declines in air travel, such as political instability, regional hostilities, recession, fuel price escalation, inflation, adverse weather conditions, consumer preferences, labor instability or regulatory oversight. The Company's results of operations for interim periods are not necessarily indicative of those for an entire year, because the travel business is subject to seasonal fluctuations. Due to the greater demand for air and leisure travel during the summer months, revenues in the airline and leisure travel industries in the second and third quarters of the year tend to be greater than revenues in the first and fourth quarters of the year. This discussion contains various forward-looking statements and information that are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, the words "anticipate", "estimate", "project", "expect" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected. In addition to the factors identified above, among the key factors that may have a direct bearing on the Company's results are competitive practices in the airline and travel industries generally and particularly in the Company's principal markets, the ability of the Company to meet existing financial obligations in the event of adverse industry or economic conditions or to obtain additional capital to fund future commitments and expansion, the Company's relationship with employees and the terms of future collective bargaining agreements and the impact of current and future laws and governmental regulations affecting the airline and travel industries and the Company's operations. For additional discussion of such risks see "Business - Risk Factors," included in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1999 which is on file with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date such statements are made. 14 15 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK MARKET RISK SENSITIVE INSTRUMENTS (a) Commodity Price Risk As of September 30, 2000 the Company had entered into price basis swap transactions which fix the spread between West Coast jet fuel prices and heating oil futures. Further, the Company had entered into a costless collar transaction which established an upper and lower limit on heating oil futures prices. These transactions are in place with respect to approximately 20% of projected fuel volumes for the fourth quarter. The use of such transactions in the Company's fuel hedging program could result in the Company not fully benefiting from certain declines in heating oil futures prices or certain declines in the spread between West Coast jet fuel prices and heating oil futures. At September 30, 2000 the Company estimates that a 10% change in the price of West Coast jet fuel relative to heating oil futures would have changed the fair value of existing basis swap contracts by approximately $0.1 million. In addition, a 10% increase in heating oil futures prices would have changed the fair value of the costless collar by approximately $1.5 million while a 10% decrease in heating oil futures prices would have changed the fair value by approximately $2.6 million. As of October 31, 2000 approximately 27% of AWA's remaining 2000 fuel requirements are hedged. (b) Interest Rate Risk The Company's exposure to interest rate risk relates primarily to its variable rate long-term debt obligations. At September 30, 2000 the Company's variable-rate long-term debt obligations of approximately $16.2 million represented approximately 11.1% of its total long-term debt. If interest rates increased 10% in 2000, the impact on the Company's results of operations would not be material. 15 16 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING *10.38 (1) Amendment No. 4, dated July 1, 2000, to the A319/320 Purchase Agreement dated as of September 12, 1997 between AVSA S.A.R.L. and AWA. *10.39 (1) Amendment No. 5, dated October 12, 2000, to the A319/320 Purchase Agreement dated as of September 12, 1997 between AVSA S.A.R.L. and AWA. *27.1 Financial Data Schedule. - ----------------------------- * Filed herewith. (1) The Company has sought confidential treatment for portions of the referenced exhibit. b. Reports on Form 8-K None 16 17 AMERICA WEST AIRLINES, INC. SEPTEMBER 30, 2000 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/ W. Douglas Parker ------------------------------ W. Douglas Parker President DATED: November 14, 2000 17 18 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING *10.38 (1) Amendment No. 4, dated July 1, 2000, to the A319/320 Purchase Agreement dated as of September 12, 1997 between AVSA S.A.R.L. and AWA. *10.39 (1) Amendment No. 5, dated October 12, 2000, to the A319/320 Purchase Agreement dated as of September 12, 1997 between AVSA S.A.R.L. and AWA. *27.1 Financial Data Schedule. - --------------------- * Filed herewith. (1) The Company has sought confidential treatment for portions of the referenced exhibit. 18 EX-10.38 2 p64046ex10-38.txt EXHIBIT 10.38 1 Exhibit 10.38 *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 240.24b-2 AMENDMENT NO. 4 TO THE A319/A320 PURCHASE AGREEMENT Dated as of September 12, 1997 BETWEEN AVSA S.A.R.L. AND AMERICA WEST AIRLINES, INC. This Amendment No. 4 (hereinafter referred to as the "Amendment") entered into as of July 1, 2000 by and between AVSA S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the "Seller") and AMERICA WEST AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at Phoenix Sky Harbor International Airport, 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034, U.S.A. (hereinafter referred to as the "Buyer"). WITNESSETH: WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase Agreement, dated as of September 12, 1997 (which agreement, as previously amended by and supplemented with all Exhibits, Appendices, Letter Agreements and amendments (including Amendment No. 1 executed on April 27, 1998, Amendment No. 2 executed on December 9, 1998 and Letter Agreement No. 1 to Amendment No. 2 executed on May 24, 1999. Amendment No. 3 together with all Letter Agreements thereto executed on October 14, 1999, is hereinafter called the "Agreement"), which Agreement relates to, inter alia, the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus Industrie A318-100, A319-100 and A320-200 model aircraft; WHEREAS, the Seller desires to sell and the Buyer desires to purchase four (4) incremental A319-100 aircraft (the "Firmed A319 Aircraft"); WHEREAS, to accomplish such sale, the Buyer will agree to (i) exercise its option rights with respect to four (4) Option Aircraft, thereby reducing the number of Option Aircraft from ...***... and ...***... each under ...***... to Amendment No. 3 to the Agreement in connection with the Buyer's purchase of the Firmed A319 Aircraft; *CONFIDENTIAL TREATMENT REQUESTED AM4-1 2 WHEREAS, the Buyer and the Seller further agree in this Amendment to amend certain provisions under the Agreement relating to the sale of the Aircraft and the Additional Aircraft; and WHEREAS, capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms "herein," "hereof," and "hereunder" and words of similar import refer to this Amendment. ...***... NOW THEREFORE IT IS AGREED AS FOLLOWS: 1. SCOPE Pursuant to the terms and conditions contained in this Amendment, the Seller agrees to sell and the Buyer agrees to purchase the Firmed A319 Aircraft. Except as otherwise set forth herein, all terms and conditions applicable to A319 Additional Aircraft shall apply to the Firmed A319 Aircraft and the Firmed A319 Aircraft shall be deemed A319 Additional Aircraft under the Agreement. 2. OPTION AIRCRAFT EXERCISE ...***... 2.1 ...***... 2.2 The parties further agree that ...***... scheduled, ...***... for delivery ...***... as set forth in Subparagraph 2.1 of ...***... are hereby cancelled and replaced with ...***... with delivery ...***... 2.3 To reflect the changes set forth in Subparagraph 2.1 and 2.2 above, the Option Aircraft delivery schedule set forth in Subparagraph 2.1 of ...***... is hereby cancelled and replaced with the Option Aircraft delivery schedule set forth in Attachment A hereto. *CONFIDENTIAL TREATMENT REQUESTED AM4-2 3 3. DELIVERY SCHEDULE FOR THE FIRMED A319 AIRCRAFT Notwithstanding the provisions of Subparagraph 4.2.A.4 of Amendment No. 3 to the Agreement, the A319 Additional Aircraft Delivery Schedule applicable to the A319 Additional Aircraft is as set forth immediately below. The Seller will have the A319 Additional Aircraft ready for delivery at Daimler-Chrysler's works near Hamburg, Germany, and the Buyer will accept the same, during the months set forth below:
AIRCRAFT NO. MONTH/YEAR OF DELIVERY ------------ ---------------------- 1 ...***... 2 ...***... 3 ...***... 4 ...***...
The Seller will, no earlier than ...***... provide the Buyer with the ...***... such A319 Additional Aircraft will be tendered for delivery to the Buyer in a condition which is "ready for delivery" as set forth in Subparagraph 9.3 of the Agreement in accordance with the Agreement. The Seller shall give the Buyer not less than ...***... notice of the date on which the A319 Additional Aircraft will be tendered for delivery to the Buyer in a condition which is "ready for delivery" as set forth in Subparagraph 9.3 of the Agreement in accordance with the Agreement. 4. ...***... FOR THE FIRMED A319 AIRCRAFT 4.1 ...***... (i) ...***... and (ii) ...***... 4.2 All other terms and conditions of ...***... remain unchanged. 4.3 The Seller acknowledges that the ...***... to each Firmed A319 Aircraft has been applied against the Option Aircraft Predelivery Payment applicable to such Aircraft and that it has received from the Buyer, as of the date hereof, Option Aircraft Predelivery Payments in the ...***... for each of the Firmed A319 Aircraft in accordance with ...***... *CONFIDENTIAL TREATMENT REQUESTED AM4-3 4 5. ADDITIONAL TERMS AND CONDITIONS FOR THE FIRMED A319 AIRCRAFT ...***... 5.1 ...***... The Seller will provide to the Buyer a credit memorandum in the amount of ...***... ...***... 5.2 ...***... The Seller will provide to the Buyer a credit memorandum in the amount of ...***... ...***... ...***... 6. ...***... ...***... ...***... * CONFIDENTIAL TREATMENT REQUESTED AM4-4 5 7. MISCELLANEOUS ITEMS The following provisions of Amendment No. 3 to the Agreement shall be amended as follows: 7.1 The last line of Subparagraph 3.2.A.2.1 shall be deleted and replaced by the following: QUOTE ...***... UNQUOTE 7.2 Subparagraph 4.1.A.(ix) shall be deleted and replaced by the following: QUOTE (ix) Clauses 16, 17, 18 (except that reference to Clause 9 shall mean the applicable A319 Additional Aircraft delivery schedule herein and that reference to Exhibits B1 and B2 shall mean Exhibit B-3 of this Amendment), 19, 20, 21 and 22. UNQUOTE 7.3 The words QUOTE ...***... UNQUOTE set forth in Subparagraphs 4.1.C.(i), 5.1.C.(i) and 6.1.C(i) shall be deleted and replaced with the following words QUOTE ...***... therein UNQUOTE *CONFIDENTIAL TREATMENT REQUESTED AM4-5 6 8. EFFECT OF THE AMENDMENT 8.1 This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supercedes any previous understanding, commitments or representations whatsoever, whether oral or written (including, without limitation, that certain ...***... (Reference AVSA 5257.4)) between the Buyer and the Seller. 8.2 The Agreement will be deemed amended to the extent provided in the Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment shall constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern. 9. CONFIDENTIALITY The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment. 10. GOVERNING LAW THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT. * Confidential Treatment Requested AM4-6 7 If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AVSA S.A.R.L. By: /s/ Francois Besnier ------------------------------- Its: C.E.O. ------------------------------ Date: ----------------------------- Accepted and Agreed, AMERICA WEST AIRLINES, INC. By: /s/ Bernard L. Han ------------------------------- Its: Senior VP, Planning ------------------------------ Date: 6/30/00 ----------------------------- AM4-7 8 Attachment A to Amendment No. 4 to the Agreement OPTION AIRCRAFT DELIVERY SCHEDULE
Year/Qtr ...***... ...***... TOTAL - --------- --------- --------- ----- ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... ...***... TOTAL ...***... ...***... ...***...
Note: ...***... * CONFIDENTIAL TREATMENT REQUESTED AM4-8 EX-10.39 3 p64046ex10-39.txt EXHIBIT 10.39 1 Exhibit 10.39 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 240.24b-2 AMENDMENT NO. 5 TO THE A319/A320 PURCHASE AGREEMENT Dated as of September 12, 1997 BETWEEN AVSA S.A.R.L. AND AMERICA WEST AIRLINES, INC. This Amendment No. 5 (hereinafter referred to as the "Amendment") entered into as of October 12, 2000 by and between AVSA S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the "Seller") and AMERICA WEST AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate office located at Phoenix Sky Harbor International Airport, 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034, U.S.A. (hereinafter referred to as the "Buyer"). WITNESSETH: WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase Agreement, dated as of September 12, 1997 (which agreement, as previously amended by and supplemented with all Exhibits, Appendices, Letter Agreements and amendments (including Amendment No. 1 executed on April 27, 1998, Amendment No. 2 executed on December 9, 1998 and Letter Agreement No. 1 to Amendment No. 2 executed on May 24, 1999, Amendment No. 3 together with all Letter Agreements thereto executed on October 14, 1999, and Amendment No. 4 executed on July 1, 2000, is hereinafter called the "Agreement"), which Agreement relates to, inter alia, the sale by the Seller and the purchase by the Buyer of certain firmly ordered Airbus Industrie A318-100, A319-100 and A320-200 model aircraft; WHEREAS, the Seller desires to sell and the Buyer desires to purchase four (4) incremental A319-100 aircraft (the "Newly Firmed A319 Aircraft"); WHEREAS, to accomplish such sale, the Buyer will agree to (i) exercise its option rights with respect to four (4) Option Aircraft, thereby reducing the number of Option Aircraft from ...***... and ...***... each under ...***... to Amendment No. 3 to the Agreement in connection with the Buyer's purchase of the Newly Firmed A319 Aircraft; *CONFIDENTIAL TREATMENT REQUESTED AM5-1 2 WHEREAS, the Buyer and the Seller further agree in this Amendment to amend certain provisions under the Agreement relating to the sale of the Aircraft and the Additional Aircraft; and WHEREAS, capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms "herein," "hereof," and "hereunder" and words of similar import refer to this Amendment. ...***... NOW THEREFORE IT IS AGREED AS FOLLOWS: 1. SCOPE Pursuant to the terms and conditions contained in this Amendment, the Seller agrees to sell and the Buyer agrees to purchase the Newly Firmed A319 Aircraft. Except as otherwise set forth herein, all terms and conditions applicable to A319 Additional Aircraft shall apply to the Newly Firmed A319 Aircraft and the Newly Firmed A319 Aircraft shall be deemed A319 Additional Aircraft under the Agreement. 2. OPTION AIRCRAFT ...***... EXERCISE 2.1 ...***... 2.2 To reflect the changes set forth in Subparagraph 2.1 above, the Option Aircraft delivery schedule set forth in Attachment A to Amendment No. 4 to the Agreement is hereby cancelled and replaced with the Option Aircraft delivery schedule set forth in Attachment A hereto. * Confidential Treatment Requested AM5-2 3 3. DELIVERY SCHEDULE FOR THE NEWLY FIRMED A319 AIRCRAFT Notwithstanding the provisions of Subparagraph 4.2.A.4 of Amendment No. 3 to the Agreement as amended by paragraph 3 of Amendment No. 4 to the Agreement, the A319 Additional Aircraft Delivery Schedule applicable to the Newly Firmed A319 Aircraft is as set forth immediately below. The Seller will have the Newly Firmed A319 Aircraft ready for delivery at Daimler-Chrysler's works near Hamburg, Germany, and the Buyer will accept the same, during the months set forth below: AIRCRAFT NO. MONTH/YEAR OF DELIVERY --------------------------------------------------------------------------- 1 ...***... --------------------------------------------------------------------------- 2 ...***... --------------------------------------------------------------------------- 3 ...***... --------------------------------------------------------------------------- 4 ...***... --------------------------------------------------------------------------- The Seller will, no earlier than ...***... provide the Buyer with the ...***... such A319 Additional Aircraft will be tendered for delivery to the Buyer in a condition which is "ready for delivery" as set forth in Subparagraph 9.3 of the Agreement in accordance with the Agreement. The Seller shall give the Buyer not less than ...***... notice of the date on which the A319 Additional Aircraft will be tendered for delivery to the Buyer in a condition which is "ready for delivery" as set forth in Subparagraph 9.3 of the Agreement in accordance with the Agreement. 4. ...***... FOR THE NEWLY FIRMED A319 AIRCRAFT 4.1 ...***... (i) ...***... and (ii) ...***... 4.2 All other terms and conditions of ...***... remain unchanged. 4.3 The Seller acknowledges that the ...***... to each Newly Firmed A319 Aircraft has been applied against the Option Aircraft Predelivery Payment applicable to such Aircraft; the Buyer agrees to make, concurrently with the execution of this Amendment, Option Aircraft Predelivery Payments in the total amount of ...***... * CONFIDENTIAL TREATMENT REQUESTED AM5-3 4 ...***... for each Newly Firmed A319 Aircraft resulting in Option Aircraft Predelivery Payments in the total amount of ...***... for each Newly Firmed A319 Aircraft in accordance with ...***... 5. ADDITIONAL TERMS AND CONDITIONS FOR THE NEWLY FIRMED A319 AIRCRAFT ...***... 5.1 ...***... The Seller will provide to the Buyer a credit memorandum in the amount of ...***... ...***... 5.2 ...***... The Seller will provide to the Buyer a credit memorandum in the amount of ...***... ...***... ...***... 5.3 ...***... The Seller will provide to the Buyer a credit memorandum in the amount of ...***... *Confidential Treatment Requested AM5-4 5 ...***... ...***... 6. ...***... ...***... ...***... 7. EFFECT OF THE AMENDMENT 7.1 This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller. 7.2 The Agreement will be deemed amended to the extent provided in the Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment shall constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern. 8. CONFIDENTIALITY The Seller and the Buyer (including their employees, agents and advisors) agree to keep the terms and conditions of this Amendment strictly confidential, except as required by applicable law or pursuant to legal process. The Seller and the Buyer will consult prior to any public disclosure regarding this Amendment. 9. GOVERNING LAW THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SUBPARAGRAPH 22.3 OF THE AGREEMENT. *Confidential Treatment Requested AM5-5 6 If the foregoing correctly sets forth our understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller. Very truly yours, AVSA S.A.R.L. By: /s/ Francois Besnier ------------------------------------- Its: Francois Besnier ------------------------------------ AVSA Chief Executive Officer Date: ----------------------------------- Accepted and Agreed, AMERICA WEST AIRLINES, INC. By: /s/ Bernard L. Han ------------------------------------- Its: Senior VP, Planning ------------------------------------ Date: October 12, 2000 ----------------------------------- AM 5-6 7 Attachment A to Amendment No. 5 to the Agreement OPTION AIRCRAFT DELIVERY SCHEDULE - -------------------------------------------------------------------------------- YEAR/QTR. ...***... ...***... TOTAL - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ TOTAL ...***... ...***... ...***... - -------------- ------------------------ ------------------------ ------------ Note: ...***... *CONFIDENTIAL TREATMENT REQUESTED AM5-7 EX-27.1 4 p64046ex27-1.txt EXHIBIT 27.1
5 1,000 U.S. DOLLARS 3-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 1 88,119 62,555 157,141 1,617 50,877 675,060 1,192,783 438,278 1,797,561 599,993 0 0 0 0 925,504 1,797,561 0 578,457 0 579,377 0 750 5,621 9,177 9,926 0 0 0 0 (749) 0 0
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