Hawaiian Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)


	Three Months Ended September 30,
	2021		2020
	(unaudited)
Net Income (Loss)	$	14,669	$	(97,099)
Other comprehensive income (loss), net:
Net change related to employee benefit plans, net of tax expense of $237 and net of tax benefit of $3,272 for 2021 and 2020, respectively	841		(11,284)
Net change in derivative instruments, net of tax benefit of $416 for 2020	—		(1,266)
Net change in available-for-sale investments, net of tax benefit of $182 and $197 for 2021 and 2020, respectively	(551)		(579)
Total other comprehensive income (loss)	290		(13,129)
Total Comprehensive Income (Loss)	$	14,959	$	(110,228)

Three Months Ended September 30,
2017 2016
(unaudited)
Net Income $ 74,566
$ 102,454
Other comprehensive income (loss), net:

Net change related to employee benefit plans, net of tax expense of $15,247 and $714 for 2017 and 2016, respectively 25,042
1,293
Net change in derivative instruments, net of tax benefit of $198 and $1,141 for 2017 and 2016, respectively (326 ) (1,858 )
Net change in available-for-sale investments, net of tax expense of $43 and net of tax benefit of $150 for 2017 and 2016, respectively 70
(246 )
Total other comprehensive income (loss) 24,786
(811 )
Total Comprehensive Income $ 99,352
$ 101,643


	Nine months ended September 30,
	2021		2020
	(unaudited)
Net Loss	$	(52,199)	$	(348,375)
Other comprehensive income (loss), net:
Net change related to employee benefit plans, net of tax expense of $465 and net of tax benefit of $2,833 for 2021 and 2020, respectively	2,769		(9,950)
Net change in derivative instruments, net of tax benefit of $1,098 for 2020	—		(3,341)
Net change in available-for-sale investments, net of tax benefit of $780 for 2021 and net of tax expense of $281 for 2020	(2,386)		875
Total other comprehensive income (loss)	383		(12,416)
Total Comprehensive Loss	$	(51,816)	$	(360,791)

Nine Months Ended September 30,
2017 2016
(unaudited)
Net Income $ 191,911
$ 233,490
Other comprehensive income (loss), net:
Net change related to employee benefit plans, net of tax expense of $17,040 and $2,028 for 2017 and 2016, respectively 27,900
3,448
Net change in derivative instruments, net of tax benefit of $3,756 and $10,457 for 2017 and 2016, respectively
(6,162 ) (17,166 )
Net change in available-for-sale investments, net of tax expense of $115 and $266 for 2017 and 2016, respectively 188
437
Total other comprehensive income (loss) 21,926
(13,281 )
Total Comprehensive Income $ 213,837
$ 220,209

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except shares)

September 30, 2017 December 31, 2016
(unaudited)
ASSETS

Current Assets:

Cash and cash equivalents $ 348,049
$ 325,991
Restricted cash 1,000
5,000
Short-term investments 270,697
284,075
Accounts receivable, net 118,622
96,067
Spare parts and supplies, net 26,560
20,363
Prepaid expenses and other 56,783
66,740
Total 821,711
798,236
Property and equipment, less accumulated depreciation and amortization of $533,964 and $454,231 as of September 30, 2017 and December 31, 2016, respectively
1,753,946
1,654,567
Other Assets:

Long-term prepayments and other 124,926
132,724
Intangible assets, less accumulated amortization of $21,301 and $20,337 as of September 30, 2017 and December 31, 2016, respectively 15,447
16,411
Goodwill 106,663
106,663
Total Assets $ 2,822,693
$ 2,708,601
LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable $ 118,810
$ 116,507
Air traffic liability 573,373
482,496
Other accrued liabilities 157,760
172,214
Current maturities of long-term debt and capital lease obligations 58,585
58,899
Total 908,528
830,116
Long-Term Debt and Capital Lease Obligations 447,533
497,908
Other Liabilities and Deferred Credits:

Accumulated pension and other post-retirement benefit obligations 234,206
355,968
Other liabilities and deferred credits 172,792
173,613
Deferred tax liability, net 218,843
170,543
Total 625,841
700,124
Commitments and Contingencies

Shareholders’ Equity:

Special preferred stock, $0.01 par value per share, three shares issued and outstanding as of September 30, 2017 and December 31, 2016 —
—
Common stock, $0.01 par value per share, 52,471,736 and 53,435,234 shares outstanding as of September 30, 2017 and December 31, 2016, respectively 525
534
Capital in excess of par value 73,776
127,266
Accumulated income 848,057
656,146
Accumulated other comprehensive loss, net (81,567 ) (103,493 )
Total 840,791
680,453
Total Liabilities and Shareholders’ Equity $ 2,822,693
$ 2,708,601


	September 30, 2021 (unaudited)		December 31, 2020

ASSETS
Current Assets:
Cash and cash equivalents	$	714,597	$	509,639
Restricted cash	31,822		—
Short-term investments	1,279,953		354,782
Accounts receivable, net	55,041		67,527
Income taxes receivable	94,543		95,002
Spare parts and supplies, net	35,116		35,442
Prepaid expenses and other	77,489		56,086
Total	2,288,561		1,118,478
Property and equipment, less accumulated depreciation and amortization of $990,444 and $894,519 as of September 30, 2021 and December 31, 2020, respectively	1,983,040		2,085,030
Other Assets:
Assets held for sale	29,672		—
Operating lease right-of-use assets	554,850		627,359
Long-term prepayments and other	99,651		133,663

Intangible assets, net	13,500		13,500

Total Assets	$	4,969,274	$	3,978,030
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	131,341	$	112,002
Air traffic liability and current frequent flyer deferred revenue	721,446		533,702
Other accrued liabilities	150,276		140,081
Current maturities of long-term debt, less discount	119,980		115,019
Current maturities of finance lease obligations	24,219		21,290
Current maturities of operating leases	80,792		82,454
Total	1,228,054		1,004,548
Long-Term Debt	1,851,672		1,034,805
Other Liabilities and Deferred Credits:
Noncurrent finance lease obligations	106,940		120,618
Noncurrent operating leases	442,093		503,376
Accumulated pension and other post-retirement benefit obligations	211,100		217,737
Other liabilities and deferred credits	81,545		78,908
Noncurrent frequent flyer deferred revenue	216,184		201,239
Deferred tax liability, net	204,042		216,642
Total	1,261,904		1,338,520
Commitments and Contingencies	0		0
Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, 3 shares issued and outstanding as of September 30, 2021 and December 31, 2020	—		—
Common stock, $0.01 par value per share, 51,212,761 and 48,145,093 shares outstanding as of September 30, 2021 and December 31, 2020, respectively	512		481
Capital in excess of par value	267,865		188,593

Accumulated income	473,411		525,610
Accumulated other comprehensive loss, net	(114,144)		(114,527)
Total	627,644		600,157
Total Liabilities and Shareholders’ Equity	$	4,969,274	$	3,978,030

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Consolidated Statements of Shareholders' Equity

(in thousands)


	Common Stock(*)		Special Preferred Stock(**)		Capital In Excess of Par Value		Accumulated Income		Accumulated Other Comprehensive Income (Loss)		Total
	(unaudited)
Balance at December 31, 2020	$	481	$	—	$	188,593	$	525,610	$	(114,527)	$	600,157
Net Loss	—		—		—		(60,691)		—		(60,691)

Other comprehensive loss, net	—		—		—		—		(324)		(324)
Issuance of 101,907 shares of common stock, net of shares withheld for taxes	1		—		(1,567)		—		—		(1,566)
Issuance of 2,860,210 shares of common stock related to at-the-market offering	29		—		69,940		—		—		69,969
CARES Act warrant issuance, net of tax	—		—		2,251		—		—		2,251
Share-based compensation expense	—		—		2,206		—		—		2,206
Balance at March 31, 2021	$	511	$	—	$	261,423	$	464,919	$	(114,851)	$	612,002
Net Loss	—		—		—		(6,177)		—		(6,177)

Other comprehensive income, net	—		—		—		—		417		417
Issuance of 100,606 shares of common stock, net of shares withheld for taxes	1		—		(148)		—		—		(147)
CARES Act warrant issuance, net of tax	—		—		2,168		—		—		2,168
Share-based compensation expense	—		—		2,211		—		—		2,211
Balance at June 30, 2021	$	512	$	—	$	265,654	$	458,742	$	(114,434)	$	610,474
Net Income	—		—		—		14,669		—		14,669
Other comprehensive income, net	—		—		—		—		290		290
Issuance of 4,945 shares of common stock, net of shares withheld for taxes	—		—		(51)		—		—		(51)

Share-based compensation expense	—		—		2,262		—		—		2,262
Balance at September 30, 2021	$	512	$	—	$	267,865	$	473,411	$	(114,144)	$	627,644

(*) Common Stock—$0.01 par value; 118,000,000 authorized as of September 30, 2021 and December 31, 2020.

(**) Special Preferred Stock—$0.01 par value; 2,000,000 shares authorized as of September 30, 2021 and December 31, 2020.

Hawaiian Holdings, Inc.

Consolidated Statements of Shareholders' Equity

(in thousands)


	Common Stock(*)		Special Preferred Stock(**)		Capital In Excess of Par Value		Accumulated Income		Accumulated Other Comprehensive Income (Loss)		Total
	(unaudited)
Balance at December 31, 2019	$	461	$	—	$	135,651	$	1,049,567	$	(103,883)	$	1,081,796
Net Loss	—		—		—		(144,372)		—		(144,372)
Dividends declared on common stock ($0.12 per share)	—		—		—		(5,514)		—		(5,514)
Other comprehensive income, net	—		—		—		—		1,331		1,331
Issuance of 88,141 shares of common stock, net of shares withheld for taxes	1		—		(1,231)		—		—		(1,230)
Repurchase and retirement of 259,910 shares common stock	(2)		—		—		(7,508)		—		(7,510)
Share-based compensation expense	—		—		(135)		—		—		(135)
Balance at March 31, 2020	$	460	$	—	$	134,285	$	892,173	$	(102,552)	$	924,366
Net Loss	—		—		—		(106,904)		—		(106,904)

Other comprehensive loss, net	—		—		—		—		(618)		(618)
Issuance of 46,447 shares of common stock, net of shares withheld for taxes	—		—		(83)		—		—		(83)
CARES Act PSP warrant issuance	—		—		7,403		—		—		7,403
Share-based compensation expense	—		—		1,769		—		—		1,769
Balance at June 30, 2020	$	460	$	—	$	143,374	$	785,269	$	(103,170)	$	825,933
Net Loss	—		—		—		(97,099)		—		(97,099)

Other comprehensive loss, net	—		—		—		—		(13,129)		(13,129)
Issuance of 7,214 shares of common stock, net of shares withheld for taxes	—		—		(45)		—		—		(45)
CARES Act warrant issuance, net of tax	—		—		(7)		—		—		(7)

Share-based compensation expense	—		—		1,562		—		—		1,562
Balance at September 30, 2020	$	460	$	—	$	144,884	$	688,170	$	(116,299)	$	717,215

(*) Common Stock—$0.01 par value; 118,000,000 authorized as of September 30, 2020 and December 31, 2019.

(**) Special Preferred Stock—$0.01 par value; 2,000,000 shares authorized as of September 30, 2020 and December 31, 2019.

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)


								Nine months ended September 30,
	Nine Months Ended September 30,							2021		2020
	2017			2016				(unaudited)
	(unaudited)
Net cash provided by Operating Activities	$	295,477		$	434,922
Net cash provided by (used in) Operating Activities							Net cash provided by (used in) Operating Activities	$	311,300	$	(173,482)
Cash flows from Investing Activities:							Cash flows from Investing Activities:
Additions to property and equipment, including pre-delivery payments	(212,535		)	(104,250		)	Additions to property and equipment, including pre-delivery payments	(34,144)		(101,775)
Proceeds from purchase assignment and leaseback transactions	—			31,851
Proceeds from disposition of property and equipment	33,511			—

Proceeds from the purchase assignment and sale leaseback							Proceeds from the purchase assignment and sale leaseback	—		114,000
Proceeds from the disposition of aircraft related equipment							Proceeds from the disposition of aircraft related equipment	394		—
Purchases of investments	(171,485		)	(217,964		)	Purchases of investments	(1,529,293)		(408,955)
Sales of investments	183,930			208,075			Sales of investments	598,979		214,469

Net cash used in investing activities	(166,579		)	(82,288		)	Net cash used in investing activities	(964,064)		(182,261)
Cash flows from Financing Activities:							Cash flows from Financing Activities:
Repayments of long-term debt and capital lease obligations	(52,463		)	(205,532		)
Repurchases and redemptions of convertible notes	—			(1,426		)
Proceeds from the issuance of common stock							Proceeds from the issuance of common stock	68,132		—
Long-term borrowings							Long-term borrowings	1,251,705		602,264
Repayments of long-term debt and finance lease obligations							Repayments of long-term debt and finance lease obligations	(405,703)		(64,686)
Dividend payments							Dividend payments	—		(5,514)

Debt issuance costs and discounts							Debt issuance costs and discounts	(24,664)		(3,506)

Repurchases of common stock	(50,486		)	(13,763		)	Repurchases of common stock	—		(7,510)

Payment for taxes withheld for stock compensation							Payment for taxes withheld for stock compensation	(1,763)		(1,359)
Other	(7,891		)	(7,702		)	Other	1,837		—
Net cash used in financing activities	(110,840		)	(228,423		)
Net cash provided by financing activities							Net cash provided by financing activities	889,544		519,689
Net increase in cash and cash equivalents	18,058			124,211			Net increase in cash and cash equivalents	236,780		163,946
Cash, cash equivalents, and restricted cash - Beginning of Period	330,991			286,502			Cash, cash equivalents, and restricted cash - Beginning of Period	509,639		373,056
Cash, cash equivalents, and restricted cash - End of Period	$	349,049		$	410,713		Cash, cash equivalents, and restricted cash - End of Period	$	746,419	$	537,002

Condensed Consolidating Balance Sheets

September 30, ~~2017~~2021


	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor		Non-Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	11,620	$	668,064	$	34,913	$	—	$	714,597
Restricted cash	—		—		31,822		—		31,822
Short-term investments	—		1,279,953		—		—		1,279,953
Accounts receivable, net	—		54,340		11,673		(10,972)		55,041
Income taxes receivable	—		94,543		—		—		94,543
Spare parts and supplies, net	—		35,116		—		—		35,116

Prepaid expenses and other	119		77,241		129		—		77,489
Total	11,739		2,209,257		78,537		(10,972)		2,288,561
Property and equipment at cost	—		2,949,640		23,844		—		2,973,484
Less accumulated depreciation and amortization	—		(966,600)		(23,844)		—		(990,444)
Property and equipment, net	—		1,983,040		—		—		1,983,040
Assets held for sale	—		971		28,701		—		29,672
Operating lease right-of-use assets	—		554,850		—		—		554,850
Long-term prepayments and other	50		99,111		1,200,490		(1,200,000)		99,651

Goodwill and other intangible assets, net	—		—		13,500		—		13,500
Intercompany receivable	—		566,053		—		(566,053)		—
Investment in consolidated subsidiaries	1,064,357		(17,306)		503		(1,047,554)		—
TOTAL ASSETS	$	1,076,146	$	5,395,976	$	1,321,731	$	(2,824,579)	$	4,969,274
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	643	$	138,785	$	929	$	(9,016)	$	131,341
Air traffic liability and current frequent flyer deferred revenue	—		715,852		5,594		—		721,446
Other accrued liabilities	—		138,149		14,083		(1,956)		150,276
Current maturities of long-term debt, less discount	—		119,980		—		—		119,980
Current maturities of finance lease obligations	—		24,219		—		—		24,219
Current maturities of operating leases	—		80,792		—		—		80,792
Total	643		1,217,777		20,606		(10,972)		1,228,054
Long-term debt	—		1,873,225		1,178,447		(1,200,000)		1,851,672
Intercompany payable	447,859		—		118,194		(566,053)		—
Other liabilities and deferred credits:
Noncurrent finance lease obligations	—		106,940		—		—		106,940
Noncurrent operating leases	—		442,093		—		—		442,093
Accumulated pension and other post-retirement benefit obligations	—		211,100		—		—		211,100
Other liabilities and deferred credits	—		80,389		1,156		—		81,545
Noncurrent frequent flyer deferred revenue	—		216,184		—		—		216,184
Deferred tax liabilities, net	—		204,042		—		—		204,042
Total	—		1,260,748		1,156		—		1,261,904
Shareholders’ equity	627,644		1,044,226		3,328		(1,047,554)		627,644
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,076,146	$	5,395,976	$	1,321,731	$	(2,824,579)	$	4,969,274

Parent Issuer /
Guarantor Subsidiary
Issuer /
Guarantor Non-Guarantor
Subsidiaries Eliminations Consolidated
(in thousands)
ASSETS

Current assets:

Cash and cash equivalents $ 63,745
$ 279,055
$ 5,249
$ —
$ 348,049
Restricted cash —
1,000
—
—
1,000
Short-term investments —
270,697
—
—
270,697
Accounts receivable, net 29
117,103
1,687
(197 ) 118,622
Spare parts and supplies, net —
26,560
—
—
26,560
Prepaid expenses and other 145
56,409
229
—
56,783
Total 63,919
750,824
7,165
(197 ) 821,711
Property and equipment at cost —
2,214,015
73,895
—
2,287,910
Less accumulated depreciation and amortization —
(523,089 ) (10,875 ) —
(533,964 )
Property and equipment, net —
1,690,926
63,020
—
1,753,946
Long-term prepayments and other —
124,874
52
—
124,926
Deferred tax assets, net 31,271
—
—
(31,271 ) —
Goodwill and other intangible assets, net —
120,839
1,271
—
122,110
Intercompany receivable —
342,113
—
(342,113 ) —
Investment in consolidated subsidiaries 1,077,365
—
—
(1,077,365 ) —
TOTAL ASSETS $ 1,172,555
$ 3,029,576
$ 71,508
$ (1,450,946 ) $ 2,822,693
LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 703
$ 117,454
$ 850
$ (197 ) $ 118,810
Air traffic liability —
569,638
3,735
—
573,373
Other accrued liabilities 131
157,383
246
—
157,760
Current maturities of long-term debt, less discount, and capital lease obligations —
58,585
—
—
58,585
Total 834
903,060
4,831
(197 ) 908,528
Long-term debt and capital lease obligations —
447,533
—
—
447,533
Intercompany payable 330,930
—
11,183
(342,113 ) —
Other liabilities and deferred credits:

=sum(C32:I32)
Accumulated pension and other post-retirement benefit obligations —
234,206
—
—
234,206
Other liabilities and deferred credits —
171,937
855
—
172,792
Deferred tax liabilities, net —
250,114
—
(31,271 ) 218,843
Total —
656,257
855
(31,271 ) 625,841
Shareholders’ equity 840,791
1,022,726
54,639
(1,077,365 ) 840,791
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,172,555
$ 3,029,576
$ 71,508
$ (1,450,946 ) $ 2,822,693

Condensed Consolidating Balance Sheets

December 31, ~~2016~~2020


	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor		Non-Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	24,088	$	476,409	$	9,142	$	—	$	509,639

Short-term investments	—		354,782		—		—		354,782
Accounts receivable, net	—		67,831		424		(728)		67,527
Income taxes receivable, net	—		95,002		—		—		95,002
Spare parts and supplies, net	—		35,442		—		—		35,442
Prepaid expenses and other	21		56,046		19		—		56,086
Total	24,109		1,085,512		9,585		(728)		1,118,478
Property and equipment at cost	—		2,916,850		62,699		—		2,979,549
Less accumulated depreciation and amortization	—		(865,952)		(28,567)		—		(894,519)
Property and equipment, net	—		2,050,898		34,132		—		2,085,030
Operating lease right-of-use assets	—		627,359		—		—		627,359
Long-term prepayments and other	50		133,143		470		—		133,663

Goodwill and other intangible assets, net	—		13,000		500		—		13,500
Intercompany receivable	—		540,491		—		(540,491)		—
Investment in consolidated subsidiaries	1,106,627		—		503		(1,107,130)		—
TOTAL ASSETS	$	1,130,786	$	4,450,403	$	45,190	$	(1,648,349)	$	3,978,030
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	720	$	110,070	$	1,940	$	(728)	$	112,002
Air traffic liability and current frequent flyer deferred revenue	—		527,440		6,262		—		533,702
Other accrued liabilities	—		139,878		203		—		140,081
Current maturities of long-term debt, less discount	—		115,019		—		—		115,019
Current maturities of finance lease obligations	—		21,290		—		—		21,290
Current maturities of operating leases	—		82,454		—		—		82,454
Total	720		996,151		8,405		(728)		1,004,548
Long-term debt	—		1,034,805		—		—		1,034,805
Intercompany payable	529,909		—		10,582		(540,491)		—
Other liabilities and deferred credits:
Noncurrent finance lease obligations	—		120,618		—		—		120,618
Noncurrent operating leases	—		503,376		—		—		503,376
Accumulated pension and other post-retirement benefit obligations	—		217,737		—		—		217,737
Other liabilities and deferred credits	—		77,803		1,105		—		78,908
Noncurrent frequent flyer deferred revenue	—		201,239		—		—		201,239
Deferred tax liabilities, net	—		216,642		—		—		216,642
Total	—		1,337,415		1,105		—		1,338,520
Shareholders’ equity	600,157		1,082,032		25,098		(1,107,130)		600,157
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,130,786	$	4,450,403	$	45,190	$	(1,648,349)	$	3,978,030

Parent Issuer /
Guarantor Subsidiary
Issuer /
Guarantor Non-Guarantor
Subsidiaries Eliminations Consolidated
(in thousands)
ASSETS

Current assets:

Cash and cash equivalents $ 67,629
$ 249,985
$ 8,377
$ —
$ 325,991
Restricted cash —
5,000
—
—
5,000
Short-term investments —
284,075
—
—
284,075
Accounts receivable, net 28
94,852
1,392
(205 ) 96,067
Spare parts and supplies, net —
20,363
—
—
20,363
Prepaid expenses and other 29
66,665
46
—
66,740
Total 67,686
720,940
9,815
(205 ) 798,236
Property and equipment at cost —
2,038,931
69,867
—
2,108,798
Less accumulated depreciation and amortization —
(445,868 ) (8,363 ) —
(454,231 )
Property and equipment, net —
1,593,063
61,504
—
1,654,567
Long-term prepayments and other —
132,724
—
—
132,724
Deferred tax assets, net 28,757
—
—
(28,757 ) —
Goodwill and other intangible assets, net —
121,456
1,618
—
123,074
Intercompany receivable —
277,732
—
(277,732 ) —
Investment in consolidated subsidiaries 855,289
—
—
(855,289 ) —
TOTAL ASSETS $ 951,732
$ 2,845,915
$ 72,937
$ (1,161,983 ) $ 2,708,601
LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 492
$ 114,935
$ 1,285
$ (205 ) $ 116,507
Air traffic liability —
478,109
4,387
—
482,496
Other accrued liabilities 4,088
167,864
262
—
172,214
Current maturities of long-term debt, less discount, and capital lease obligations —
58,899
—
—
58,899
Total 4,580
819,807
5,934
(205 ) 830,116
Long-term debt and capital lease obligations —
497,908
—
—
497,908
Intercompany payable 266,699
—
11,033
(277,732 ) —
Other liabilities and deferred credits:

0
Accumulated pension and other post-retirement benefit obligations —
355,968
—
—
355,968
Other liabilities and deferred credits —
172,783
830
—
173,613
Deferred tax liabilities, net —
199,300
—
(28,757 ) 170,543
Total —
728,051
830
(28,757 ) 700,124
Shareholders’ equity 680,453
800,149
55,140
(855,289 ) 680,453
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 951,732
$ 2,845,915
$ 72,937
$ (1,161,983 ) $ 2,708,601

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, ~~2017~~2021


	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor		Non- Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities	$	(6,202)	$	327,738	$	(10,236)	$	—	$	311,300
Cash Flows From Investing Activities:
Net payments to affiliates	2,725		1,183,456		(1,104,496)		(81,685)		—
Additions to property and equipment, including pre-delivery deposits	—		(33,692)		(452)		—		(34,144)
Proceeds from the disposition of aircraft related equipment	—		228		166		—		394

Purchases of investments	—		(1,529,293)		—		—		(1,529,293)
Sales of investments	—		598,979		—		—		598,979

Net cash provided by (used in) investing activities	2,725		219,678		(1,104,782)		(81,685)		(964,064)
Cash Flows From Financing Activities:

Proceeds from the issuance of common stock	68,132		—		—		—		68,132
Long-term borrowings	—		51,705		1,200,000		—		1,251,705
Repayments of long-term debt and finance lease obligations	—		(405,703)		—		—		(405,703)


Debt issuance costs and discount	—		—		(24,664)		—		(24,664)

Net payments from affiliates	(78,960)		—		(2,725)		81,685		—

Payment for taxes withheld for stock compensation	—		(1,763)		—		—		(1,763)


Other	1,837		—		—		—		1,837
Net cash provided by (used in) financing activities	(8,991)		(355,761)		1,172,611		81,685		889,544
Net increase (decrease) in cash and cash equivalents	(12,468)		191,655		57,593		—		236,780
Cash, cash equivalents, & restricted cash - Beginning of Period	24,088		476,409		9,142		—		509,639
Cash, cash equivalents, & restricted cash - End of Period	$	11,620	$	668,064	$	66,735	$	—	$	746,419

Parent Issuer /
Guarantor Subsidiary
Issuer /
Guarantor Non-
Guarantor
Subsidiaries Eliminations Consolidated
(in thousands)
Net Cash Provided By (Used In) Operating Activities $ (3,491 ) $ 300,820
$ (1,852 ) $ —
$ 295,477
Cash Flows From Investing Activities:

Net payments to affiliates (2,500 ) (52,507 ) —
55,007
—
Additions to property and equipment, including pre-delivery deposits —
(208,759 ) (3,776 ) —
(212,535 )
Proceeds from disposition of property and equipment —
33,511
—
—
33,511
Purchases of investments —
(171,485 ) —
—
(171,485 )
Sales of investments —
183,930
—
—
183,930
Net cash used in investing activities (2,500 ) (215,310 ) (3,776 ) 55,007
(166,579 )
Cash Flows From Financing Activities:

Repayments of long-term debt and capital lease obligations —
(52,463 ) —
—
(52,463 )
Net payments from affiliates 52,507
—
2,500
(55,007 ) —
Repurchases of common stock (50,486 ) —
—
—
(50,486 )
Other 86
(7,977 ) —
—
(7,891 )
Net cash provided by (used in) financing activities 2,107
(60,440 ) 2,500
(55,007 ) (110,840 )
Net increase (decrease) in cash and cash equivalents (3,884 ) 25,070
(3,128 ) —
18,058
Cash, cash equivalents, & restricted cash - Beginning of Period 67,629
254,985
8,377
—
330,991
Cash, cash equivalents, & restricted cash - End of Period $ 63,745
$ 280,055
$ 5,249
$ —
$ 349,049

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, ~~2016~~2020


	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor		Non- Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities	$	4,111	$	(177,272)	$	(321)	$	—	$	(173,482)
Cash Flows From Investing Activities:
Net payments to affiliates	(7,850)		(24,921)		(66)		32,837		—
Additions to property and equipment, including pre-delivery deposits	—		(94,565)		(7,210)		—		(101,775)
Proceeds from the purchase assignment and sale leaseback	—		114,000		—		—		114,000

Purchases of investments	—		(408,955)		—		—		(408,955)
Sales of investments	—		214,469		—		—		214,469

Net cash used in investing activities	(7,850)		(199,972)		(7,276)		32,837		(182,261)
Cash Flows From Financing Activities:

Long-term borrowings	—		602,264		—		—		602,264
Repayments of long-term debt and finance lease obligations	—		(64,686)		—		—		(64,686)
Debt issuance costs	—		(3,506)		—		—		(3,506)
Dividend payments	(5,514)		—		—		—		(5,514)

Net payments from affiliates	24,987		—		7,850		(32,837)		—
Repurchases of Common Stock	(7,510)		—		—		—		(7,510)
Payment for taxes withheld for stock compensation	—		(1,359)		—		—		(1,359)

Net cash provided by financing activities	11,963		532,713		7,850		(32,837)		519,689
Net increase (decrease) in cash and cash equivalents	8,224		155,469		253		—		163,946
Cash, cash equivalents, & restricted cash - Beginning of Period	1,228		362,933		8,895		—		373,056
Cash, cash equivalents, & restricted cash - End of Period	$	9,452	$	518,402	$	9,148	$	—	$	537,002

Parent Issuer /
Guarantor Subsidiary
Issuer /
Guarantor Non-
Guarantor
Subsidiaries Eliminations Consolidated
(in thousands)
Net Cash Provided By (Used In) Operating Activities $ (4,036 ) $ 438,596
$ 362
$ —
$ 434,922
Cash Flows From Investing Activities:

Net payments to affiliates —
(27,796 ) —
27,796
—
Additions to property and equipment, including pre-delivery deposits —
(92,185 ) (12,065 ) —
(104,250 )
Proceeds from purchase assignment and leaseback transaction —
31,851
—
—
31,851
Purchases of investments —
(217,964 ) —
—
(217,964 )
Sales of investments —
208,075
—
—
208,075
Net cash used in investing activities —
(98,019 ) (12,065 ) 27,796
(82,288 )
Cash Flows From Financing Activities:

Repayments of long-term debt and capital lease obligations —
(205,532 ) —
—
(205,532 )
Repurchase of convertible notes (1,426 ) —
—
—
(1,426 )
Net payments from affiliates 16,763
—
11,033
(27,796 ) —
Repurchases of Common Stock (13,763 ) —
—
—
(13,763 )
Other 423
(8,125 ) —
—
(7,702 )
Net cash provided by (used in) financing activities 1,997
(213,657 ) 11,033
(27,796 ) (228,423 )
Net increase (decrease) in cash and cash equivalents (2,039 ) 126,920
(670 ) —
124,211
Cash, cash equivalents, & restricted cash - Beginning of Period 69,420
208,406
8,676
—
286,502
Cash, cash equivalents, & restricted cash - End of Period $ 67,381
$ 335,326
$ 8,006
$ —
$ 410,713

Income Taxes

The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance. Such forward-looking statements include, without limitation, statements ~~regarding:~~related to our financial statements and results of operations; any expectations of operating expenses, deferred revenue, interest rates, tax rates, income taxes, deferred tax assets, valuation allowances or other financial items; the severity, magnitude, duration and effects of the COVID-19 pandemic; the extent to which the COVID-19 pandemic and related impacts will materially and adversely affect our business operations, financial performance, results of operations, financial position or achievement of strategic objectives; the duration and scope of government mandates or other limitations of or restrictions on travel; the impact of COVID-19 testing programs and vaccinations on the demand for air travel and travel to, from and within Hawai'i; the demand for air travel in the markets in which we operate; the compounding effect of the COVID-19 pandemic on competitive pressures in the markets in which we operate; our dependence on tourism; the impact of the COVID-19 pandemic on our suppliers; the effect of the economic downturn and the COVID-19 pandemic on our aircraft contracts and commitments; the effect of government, business and individual actions intended to mitigate the effects of the COVID-19 pandemic; the terms and effectiveness of cost reduction and liquidity preservation measures taken by us; our ability to continue to generate sufficient cash to operate; changes in our future capital needs; estimations related to our liquidity requirements; our participation under the CARES Act and the terms of relief thereunder; future obligations under the CARES Act and Payroll Support Programs; the availability of aircraft fuel, aircraft parts and personnel;expectations regarding industry capacity, our ~~financial~~operating performance, available seat miles, operating revenue per available seat mile and operating cost per available seat mile for the ~~fourth~~third quarter of ~~2017;~~2021; expected salary and related costs; our expected fleet as of September 30, ~~2018;~~2022; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; the availability of, and efforts seeking, future financing; changes in our fleet plan and related cash outlays; committed capital expenditures; expected cash payments related to our post-retirement plan obligations; estimated financial charges; expected delivery or deferment of new ~~aircraft;~~aircraft and engines; the impact of accounting standards on our financial statements; the effects of any litigation on our operations or business; the effects of our fuel and currency risk hedging policies; the fair value and expected maturity of our debt obligations; our estimated contractual obligations; and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “estimates,” “could,” “would,” “will,” “might,” “may,” variations of such words, and similar expressions are also intended to identify such forward-looking statements. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and assumptions relating to our operations and business environment, all of which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

Factors that could affect such forward-looking statements include, but are not limited to: the continuing and developing effects of the spread of COVID-19 on our business operations and financial condition; whether our cost-cutting efforts related to the COVID-19 pandemic will be effective or sufficient; the duration of government-mandated and other restrictions on travel; the full effect that quarantines, restrictions on travel, vaccination requirements, and other measures to limit the spread of COVID-19 will have on demand for air travel in the markets in which we operate; the effect of vaccination mandates on our operations; fluctuations and the extent of declining demand for air transportation in the markets in which we operate; our dependence on the tourist industry; our ability to generate sufficient cash and manage the cash available to us; our ability to accurately forecast quarterly and annual results; global economic volatility; macroeconomic ~~developments;~~ political and regulatory developments; ~~our dependence on the tourism industry;~~ the price and availability of ~~fuel;~~fuel, aircraft parts and personnel; foreign currency exchange rate fluctuations; ~~our~~ competitive ~~environment;~~pressures, including the ~~potential~~ impact of ~~rising~~increasing industry capacity between North America and ~~Hawai’i;~~

~~fluctuations in demand for transportation in the markets in which we operate;~~Hawai'i; maintenance of privacy and security of customer-related information and compliance with applicable federal and foreign privacy or data security regulations or standards; our dependence on technology and automated systems; our reliance on third-party contractors; satisfactory labor relations; our ability to attract and retain qualified personnel and key executives; successful implementation of our growth strategy and cost reduction goals; adverse publicity; risks related to the airline industry; our ability to obtain and maintain adequate facilities and infrastructure; seasonal and cyclical volatility; the effect of applicable state, federal and foreign laws and regulations; increases in insurance costs or reductions in coverage; the limited number of suppliers for aircraft, aircraft engines and parts; our existing aircraft purchase agreements; delays in aircraft or engine deliveries or other loss of fleet capacity; changes in our future capital needs; fluctuations in our share price; our financial liquidity; and our ~~financial liquidity.~~ability to implement our growth strategy. The risks, uncertainties, and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements also include the risks, uncertainties, and assumptions discussed under the heading “Risk Factors” in Part II, Item 1A in this Quarterly Report on Form 10-Q and discussed from time to time in our public filings and public ~~announcements, including, but not limited to, our risk factors set out in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.~~announcements. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us as of the date hereof. We undertake no obligation to

publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this quarterly report. The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, the terms the Company, we, us, and our in this Quarterly Report on Form 10-Q refer to Hawaiian Holdings, Inc. and its consolidated subsidiaries.

Our Business

We are engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the ~~“Neighbor Island”~~Neighbor Island routes), between the Hawaiian Islands and certain cities in the U.S. mainland (the ~~“North America”~~North America routes and collectively with the Neighbor Island routes, referred to as our ~~“Domestic”~~Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, and Asia (the ~~“International”~~International routes), collectively referred to as our “Scheduled Operations.” In addition, we operate various charter flights. Since February 2020, we have temporarily reduced our Scheduled Operations due to the COVID-19 pandemic. We are the largest airline headquartered in the ~~State~~state of ~~Hawai‘i~~Hawai'i and the ~~tenth~~twelfth largest domestic airline in the United States based on revenue passenger miles reported by the Research and Innovative Technology Administration Bureau of Transportation Statistics for the month of July ~~2017,~~2021, the latest available data. As of September 30, ~~2017~~,2021, we had ~~6,491~~6,403 active ~~employees.~~employees before giving effect to voluntary and involuntary separation programs discussed in detail below.

General information about us is available at https://www.hawaiianairlines.com. Information contained on our website is not incorporated by reference into, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless expressly noted. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the Securities and Exchange Commission.

September 2021 Quarterly Financial ~~Highlights~~Overview

•GAAP net income in the third quarter ~~of $74.6~~was $14.7 million, or ~~$1.39~~$0.28 per diluted ~~share.~~

~~Adjusted~~share on total revenue of $508.8 million, compared to a net ~~income in the third quarter~~loss of ~~$102.6~~$97.1 million, or ~~$1.92~~$2.11 per diluted ~~share.~~share, on total revenue of $76.0 million during the same period in 2020.

•During the three and nine months ended September 30, 2021, capacity (as measured in Available Seat Miles or ASM) was up 488.7% and 68.6%, respectively, while Revenue Passenger Miles (RPM) increased 1,625.3% and 76.6%, respectively, as compared to the same periods in 2020, driven primarily by increased customer demand, predominantly within our domestic network.

•Unrestricted cash, ~~and~~ cash equivalents and short-term investments was $2.0 billion as of ~~$618.7 million.~~September 30, 2021.

See “Results of Operations” below for further discussion of changes in revenue and operating expense. See “Non-GAAP Financial Measures” below for our reconciliation of ~~non-GAAP~~Non-GAAP measures.

~~Outlook~~Impact of COVID-19 Pandemic

~~We expect~~Due to the rapid and unprecedented spread of COVID-19, which began in the first quarter of 2020, we have experienced significantly suppressed customer demand as compared to pre-COVID-19 pandemic levels, with passenger revenue down approximately 34.6% and 51.4%, respectively, during the three and nine months ended September 30, 2021, as compared to the same periods in 2019.

During the third quarter of 2021, we continued to rebuild our ~~revenue performance~~network, leading to ~~remain consistent~~a 17.9% increase in overall capacity as compared to the second quarter of 2021 and a 488.7% increase as compared to the third quarter of 2020; however, capacity remained depressed from pre-COVID-19 pandemic levels, down 20.7% and 32.9%, respectively, during the three and nine months ended September 30, 2021 as compared to the same periods in 2019. During the fourth quarter of ~~2017~~2021, we anticipate capacity will be down between 18% to 21%, as compared to the ~~prior year period. We expect available seat miles~~same period in 2019.

Effective June 15, 2021, the State of Hawai'i Safe Travels Program was updated to remove restrictions on travel within the state of Hawai'i, and to permit travelers who were fully vaccinated in the state of Hawai'i to bypass testing or quarantine requirements with proof of vaccination when traveling into the state.Effective July 8, 2021, all U.S. domestic travelers who were fully vaccinated in the United States also were permitted to bypass pre-travel testing or quarantine requirements with proof of vaccination when entering the state starting the 15th day following completion of their vaccination. Furthermore, in September 2021, both the City and County of Honolulu and the County of Maui enacted programs that impose certain

vaccination and testing requirements on employees and customers of restaurants, bars, gyms and other similar establishments, with limited exceptions.

Restrictions on travel to and from various international locations (including those within our network) remain in effect, continuing to suppress international travel demand, with revenue down 88.1% during the third quarter ending December 31, 2017 to increase by 4.0% to 6.0% from the prior year period, while we expect operating revenue per available seat mile to range from down 1.0% to up 2.0% from the prior year period. We expect operating cost per available seat mile, during the quarter ending December 31, 2017 to decrease by 10.3% to 13.5% from the prior year period, due to an expected decrease in special charges for the quarter ending December 31, 2017,of 2021 as compared to the same period in 2019. During the third quarter of 2021, our domestic network accounted for approximately 94.9% of total passenger revenue. We continue to monitor developments relating to the easing of restrictions on international travel by both the U.S. government and international governments.

Despite the easing of restrictions on travel to and within Hawai'i, uncertainties remain regarding the impact of vaccination-related travel requirements and increased vaccination availability and uptake on the demand for air travel, including the availability, reliability and effectiveness of vaccines domestically and worldwide, particularly as new variants of the COVID-19 virus have emerged and spread. There can be no assurance whether, at some point, the State of Hawai'i or counties within the state may limit or suspend the ability for travelers to bypass quarantine requirements should the prevalence of the COVID-19 pandemic worsen. The U.S. government and international governments could also impose, extend or otherwise modify existing travel restrictions on international travel. Additionally, ongoing restrictions or shortages in other sectors of the travel industry, such as hotel or transportation availability, including as a result of vaccination requirements and any associated labor shortages, could negatively impact our operations and affect our ability to satisfy any increased demand we experience. As a result of all the above factors and our results to date, we expect bookings, revenue and results of operations to continue to be below pre-2020 historical levels during 2021. Unpredictability in the demand for air travel as a result of the ongoing COVID-19 pandemic may result in decreases to existing or anticipated levels of demand, and such decreases could be material to our business. We will continue to assess our routes and schedule in response to changes in demand, including those related to the COVID-19 pandemic.

Government Support Programs

The CARES Act was enacted on March 27, 2020 and provides an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the U.S. economy. The assistance includes tax relief and government loans, grants and investments for entities in affected industries. The CARES Act provides, among other things: (a) financial relief to passenger air carriers for direct payroll support under the PSP, (b) financial relief in the form of loans and loan guarantees available for operations under the ERP, (c) temporary suspension of certain aviation taxes, (d) temporary deferral of certain employer payroll taxes, and (e) additional Corporate tax benefits. The CARES Act also provided for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. Lastly, the CARES Act provided for the carryback of additional net operating loss carryforwards (NOLs) to 2016 and 2017, which will result in tax benefits for those years.

Economic Relief Program Loan

In September 2020, the Company entered into the Amended and Restated Loan Agreement under the ERP pursuant to which the maximum facility available to be borrowed by us increased to $622.0 million (the Amended and Restated Loan Agreement). In connection with our entry into the Amended and Restated Loan Agreement, we also entered into an ERP Warrant Agreement with the Treasury. On September 25, 2020, we borrowed $45.0 million and issued to the Treasury warrants to purchase up to 380,711 shares of our common stock. We recorded the value of the loan and the warrants on a relative fair value basis as $41.9 million in noncurrent debt and $3.1 million in additional paid in capital, respectively.

On February 4, 2021, we repaid in full the $45.0 million loan under the ERP, and in connection with this repayment, terminated the Amended and Restated Loan Agreement. The debt extinguishment resulted in the recognition of a loss of $4.0 million, which is reflected in nonoperating income (expense) in the Consolidated Statement of Operations.

Payroll Support Programs

On April 22, 2020 (the PSP Closing Date), we entered into a Payroll Support Program Agreement (the PSP Agreement) with the Treasury under the CARES Act. In connection with the PSP Agreement, we entered into a PSP Warrant Agreement and Hawaiian issued a promissory note to the Treasury (the Note). Pursuant to the PSP Agreement, the Treasury provided us with financial assistance, paid in installments, totaling approximately $300.9 million, to be used exclusively for the purpose of continuing to pay employee salaries, wages and benefits. Under the PSP Agreement, we agreed to (i) refrain from conducting involuntary furloughs or reducing employee rates of pay or benefits through September 30, 2020, (ii) limit executive compensation through March 24, 2022 and (iii) suspend payment of dividends and stock repurchases through September 30, 2021. The PSP Agreement also imposes certain Treasury-mandated reporting obligations on us. Finally, we are required to

continue to provide air service to markets served prior to March 1, 2020 until March 1, 2022, to the extent determined reasonable and practicable by the DOT and subject to exemptions granted by the DOT to us given the absence of demand for certain of such services.

The Note issued by us to the Treasury was in the principal amount of approximately $60.3 million. The Note has a ten-year term and bears interest at a rate per annum equal to 1.00% until the fifth anniversary of the PSP Closing Date, and thereafter bears interest at a rate equal to the secured overnight financing rate plus 2.00% until the tenth anniversary of the PSP Closing Date, which interest is payable semi-annually beginning on September 30, 2020. The Note may be prepaid at any time, without penalty and is subject to customary change of control provisions and events of default.

As compensation to the U.S. government for providing financial relief under the PSP Agreement, and pursuant to the PSP Warrant Agreement, we issued to the Treasury warrants to purchase a total of 509,964 shares of our common stock (the PSP Warrants) at an exercise price of $11.82 per share. The PSP Warrants are non-voting, freely transferable, may be settled as net shares or in cash at our option, expire five years from the date of issuance, and contain registration rights and customary anti-dilution provisions.

The CAA 2021 was enacted on December 27, 2020, and provided $15.0 billion for airline employee wages, salaries and benefits under an extension (the PSP Extension) of the Payroll Support Program created under the CARES Act. In January 2021, we entered into a PSP extension agreement with the Treasury (the PSP Extension Agreement). PSP Extension funds are required to be used exclusively for the purpose of continuing to pay employee salaries, wages and benefits, including the payment of lost wages, salaries and benefits to certain returning employees, as defined in the PSP Extension Agreement. Under the PSP Extension Agreement, we agreed to (i) refrain from conducting involuntary furloughs or reducing employee rates of pay or benefits from December 1, 2020 through March 31, 2021, (ii) recall any employees who were subject to an involuntary termination or furlough between October 1, 2020 and the date of the PSP Extension Agreement and who elected to return to employment pursuant to a recall notice and to compensate these employees for lost salary, wages and benefits, (iii) limit executive compensation through October 1, 2022, and (iv) suspend payment of dividends and stock repurchases through March 31, 2022. Finally, we are required to continue to provide air service to markets served prior to March 1, 2020 until March 1, 2022, to the extent determined reasonable and practicable by the DOT.

During the nine months ended September 30, 2021, we received $192.7 million in grants, entered into a promissory note with the Treasury (the Extension Note) for approximately $27.8 million and issued to the Treasury warrants to purchase up to a total of 156,341 shares of our common stock at an exercise price of $17.78 per share (the PSP Extension Warrants) pursuant to the PSP Extension Agreement. The Extension Note has a 10-year term and bears interest at a rate per annum equal to 1.00% for the first five years and at a rate equal to the secured overnight financing rate plus 2.00% for the following five years. We recorded the value of the Extension Note and the PSP Extension Warrants on a relative fair value basis as $23.8 million in noncurrent debt and $4.0 million in additional paid in capital, respectively.

The ARP 2021 was enacted on March 11, 2021, and included a second PSP extension, providing an additional $14 billion in grants and loans for airline employee wages, salaries and benefits. In April 2021, we entered into a Payroll Support Program 3 Agreement with the Treasury (PSP3 Agreement), a promissory note (the PSP3 Note), and a Warrant Agreement to purchase up to 87,670 shares of the Company’s common stock at an exercise of $27.27 (the PSP3 Warrants). The PSP3 Agreement extends (i) the prohibition on conducting involuntary employee layoffs or furloughs through September 2021 or the date on which assistance provided under the agreement is exhausted, whichever is later, (ii) the prohibitions on share repurchases and dividends through September 2022, and (iii) the limitations on executive compensation until April 2023. The terms of the PSP3 Note and PSP3 Warrants are consistent with those of the original PSP and the first PSP Extension. During the nine months ended September 30, 2021, we received a total of $179.7 million pursuant to the PSP3 Agreement, consisting of approximately $155.8 million in a grant and $23.9 million in a ten-year loan.

Loyalty Program and Intellectual Property Financing

On February 4, 2021, we completed the private offering (the Notes Offering) by Hawaiian Brand Intellectual Property, Ltd., an indirect wholly owned subsidiary of Hawaiian (the Brand Issuer), and HawaiianMiles Loyalty, Ltd., an indirect wholly owned subsidiary of Hawaiian (the Loyalty Issuer and, together with the Brand Issuer, the Issuers) of an aggregate of $1.2 billion principal amount of their 5.750% senior secured notes due 2026 (the Notes). The Notes require interest only payments, payable quarterly in arrears on July 20, October 20, January 20 and April 20 of each year, ~~period.~~beginning on July 20, 2021.

In connection with the issuance of the Notes, Hawaiian contributed to the Brand Issuer, which is a newly-formed subsidiary structured to be bankruptcy remote, all worldwide rights, owned or purported to be owned, or later developed or acquired and owned or purported to be owned, by Hawaiian or any of its subsidiaries, in and to all intellectual property, including all

trademarks, service marks, brand names, designs, and logos that include the word “Hawaiian” or any successor brand and the “hawaiianairlines.com” domain name and similar domain names or any successor domain names (the Brand IP). The Brand Issuer indirectly granted to Hawaiian an exclusive, worldwide, perpetual and royalty-bearing sublicense to use the Brand IP. Further, Hawaiian contributed to the Loyalty Issuer its rights to certain other collateral owned by Hawaiian, including, to the extent permitted by such agreements or otherwise by operation of law, any of Hawaiian’s rights under the HawaiianMiles Agreements and the IP Agreements (each as defined in the Indenture), together with HawaiianMiles program (HawaiianMiles) customer data and certain other intellectual property owned or purported to be owned, or later developed or acquired and owned or purported to be owned, by Hawaiian or any of its subsidiaries (including the Issuers) and required or necessary to operate HawaiianMiles (the Loyalty Program IP) (all such collateral being, the Loyalty Program Collateral). The Loyalty Issuer indirectly granted Hawaiian an exclusive, worldwide, perpetual and royalty-free sub-license to use the Loyalty Program IP.

The Notes are redeemable at the option of the Issuers, in whole or in part, at any time and from time to time, after January 20, 2024 at the redemption prices set forth in the Indenture. In addition, the Notes are redeemable, at the option of the Issuers, at any time and from time to time, in whole or in part, prior to January 20, 2024 at a price equal to 100% of their principal amount plus the “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Additionally, from time to time on or prior to January 20, 2024, the Issuers may also redeem up to 40% of the original outstanding principal amount of the Notes with proceeds from any one or more equity offerings of Hawaiian at a redemption price equal to 105.75% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Upon the occurrence of certain mandatory prepayment events and mandatory repurchase offer events, the Issuers will be required to make a prepayment on the Notes, or offer to repurchase the Notes, pro rata, to the extent of any net cash proceeds received in connection with such events, at a price equal to 100% of the principal amount to be prepaid, plus, in some cases, an applicable premium. In addition, upon a change of control of Hawaiian, the Issuers may be required to make an offer to prepay the Notes at a price equal to 101% of the respective principal amounts thereof, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

The Indenture contains certain covenants that limit the ability of the Issuers, the Cayman Guarantors and, in certain circumstances, Hawaiian to, among other things: (i) make Restricted Payments (as defined in the Indenture), (ii) incur additional indebtedness, (iii) create certain liens on the Loyalty Program Collateral, (iv) sell or otherwise dispose of the Loyalty Program Collateral and (v) consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuers’ assets. The Indenture also requires the Issuers and, in certain circumstances, Hawaiian, to comply with certain affirmative covenants, including depositing the Transaction Revenues (as defined in the Indenture) in collection accounts, with amounts to be distributed for the payment of fees, principal and interest on the Notes pursuant to a payment waterfall described in the Indenture, and certain financial reporting requirements. In addition, the Indenture requires Hawaiian to maintain minimum liquidity at the end of any business day of at least $300.0 million.

Material Changes to our Consolidated Balance Sheet

Cash, cash equivalents and short-term investments totaled approximately $2.0 billion as of September 30, 2021, compared to $0.9 billion as of December 31, 2020. As a result of the COVID-19 pandemic, we took actions to increase liquidity and augment our financial position. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 12, 2021, for a comprehensive discussion of actions taken in 2020. Refer to discussions below for actions taken during the nine months ended September 30, 2021.

As of September 30, 2021, our total debt was $2.0 billion, an increase of $821.8 million, or 71.5%, as compared to $1.1 billion as of December 31, 2020. During the nine months ended September 30, 2021, we completed the following financing transactions:

•On February 4, 2021, we issued $1.2 billion in 5.75% senior secured notes, which are collateralized by our loyalty program and intellectual property, as discussed above. The Notes require quarterly interest payments and mature in January 2026.

•On February 4, 2021, we repaid in full the $45.0 million ERP loan issued pursuant to the CARES Act, and in connection with such repayment, terminated the Amended and Restated Loan Agreement. The warrants remain outstanding pursuant to the terms of the agreement.

•On February 11, 2021, we repaid the $235.0 million outstanding balance drawn on our revolving credit facility. The revolving credit facility matures in December 2022 and remains available to draw upon at a future date in the event the need arises.

•During the nine months ended September 30, 2021, we received $192.7 million in grants and $27.8 million in loans from the Treasury pursuant to the PSP Extension under CAA 2021. The Extension Note requires interest payments with the principal balance due at maturity in 2031.

•During the second quarter of 2021, we received $179.7 million pursuant to the PSP3 Agreement, consisting of approximately $155.8 million in a grant and $23.9 million in a ten-year note. The PSP3 Note requires interest payments with the principal balance due at maturity in 2031.

Additionally, during the nine months ended September 30, 2021, we issued 2.9 million shares in connection with our Equity Distribution Agreement entered into in December 2020, at an average price of $24.47 per share generating net proceeds of approximately $68.1 million. As of March 5, 2021, we issued all of the 5.0 million shares authorized under the Equity Distribution Agreement.

Based on these actions, including anticipated revenue recovery assumptions, we believe that we have sufficient liquidity to satisfy our obligations and remain in compliance with existing debt covenants. If we are unable to generate sufficient cash flows to support our future payment obligations, comply with debt covenants, compete successfully with less heavily leveraged competitors, manage potential adverse economic and industry conditions in the future or maintain our credit ratings, the impact to our business and financial condition could be material.

Fleet Summary

Due to the ongoing uncertainties of the COVID-19 pandemic on our business, we continue to evaluate our existing fleet structure to optimize capacity with demand, as well as the potential deferment of future aircraft deliveries. The table below summarizes our total fleet as of September 30, ~~2016~~2020 and ~~2017~~,2021, respectively and our expected fleet as of September 30, ~~2018~~2022 (based on existing ~~agreements)~~executed agreements as of September 30, 2021):


	September 30, 2020			September 30, 2021			September 30, 2022
Aircraft Type	Leased (1)	Owned (2)	Total	Leased (1)	Owned (2)	Total	Leased (1)	Owned (2)	Total
A330-200	12	12	24	12	12	24	12	12	24
A321neo (3)	4	14	18	4	14	18	4	14	18
787-9	—	—	—	—	—	—	—	1	1
717-200	5	14	19	5	14	19	5	14	19
ATR 42-500 (4)	—	4	4	—	3	3	—	3	3
ATR 72-200 (4)	—	4	4	—	4	4	—	4	4
Total	21	48	69	21	47	68	21	48	69

September 30, 2016 September 30, 2017 September 30, 2018
Aircraft Type Leased (2) Owned Total Leased (2) Owned Total Leased (2) Owned Total
A330-200 11
12
23
11
13
24
11
13
24
767-300 4
4
8
7
1
8
7
—
7
717-200 3
15
18
5
15
20
5
15
20
ATR turboprop (1) —
6
6
—
6
6
—
7
7
A321neo —
—
—
—
—
—
2
8
10
Total 18
37
55
23
35
58
25
43
68


~~(1)~~	~~The ATR turboprop aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly-owned subsidiary of the Company.~~


~~(2)~~	~~Leased aircraft include aircraft under both capital~~(1) Leased aircraft include aircraft under both finance and operating leases.

(2) Includes unencumbered aircraft as well as those purchased and under various debt financing.

(3) We took delivery of the last firm order Airbus A321-200 aircraft in the second quarter of 2020.

(4) The ATR 42-500 turboprop and ATR 72-200 turboprop aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly owned subsidiary of the Company. During the second quarter of 2021, the Company announced the permanent suspension of its 'Ohana by Hawaiian operations, which operated under a CPA with a third-party provider. As of September 30, 2021, these aircraft and related asset group were classified as Assets held for sale on the Consolidated Balance Sheets.

Results of Operations

For the three months ended September 30, ~~2017,~~2021, we generated net income of ~~$74.6~~$14.7 million, or ~~$1.39~~$0.28 per diluted share, compared to a net ~~income~~loss of ~~$102.5~~$97.1 million, or ~~$1.91~~$2.11 per diluted share, for the same period in ~~2016.~~2020. For the nine months ended September 30, ~~2017,~~2021, we generated a net ~~income~~loss of ~~$191.9~~$52.2 million, or ~~$3.57~~$1.03 per diluted share, compared to a net ~~income~~loss of ~~$233.5~~$348.4 million, or ~~$4.35~~$7.58 per diluted share, for the same period in ~~2016.~~2020.

Selected Consolidated Statistical Data (unaudited)


														Three months ended September 30,						Nine months ended September 30,
	Three months ended September 30,						Nine months ended September 30,							2021			2020			2021			2020
	2017			2016			2017			2016				(in thousands, except as otherwise indicated)
	(in thousands, except as otherwise indicated)
Scheduled Operations (a) :
Scheduled Operations (a):													Scheduled Operations (a):
Revenue passengers flown	3,000			2,916			8,588			8,317			Revenue passengers flown	2,056			331			4,512			2,873
Revenue passenger miles (RPM)	4,290,499			4,166,487			12,187,344			11,554,522			Revenue passenger miles (RPM)	3,181,165			181,878			7,000,012			3,988,435
Available seat miles (ASM)	4,946,678			4,887,608			14,203,112			13,805,563			Available seat miles (ASM)	4,188,971			711,151			10,201,330			6,095,612
Passenger revenue per RPM (Yield)		14.79	¢		14.20	¢		14.48	¢		13.78	¢	Passenger revenue per RPM (Yield)	14.27		¢	21.87		¢	13.54		¢	14.37		¢
Passenger load factor (RPM/ASM)	86.7		%	85.2		%	85.8		%	83.7		%	Passenger load factor (RPM/ASM)	75.9		%	25.6		%	68.6		%	65.4		%
Passenger revenue per ASM (PRASM)		12.83	¢		12.10	¢		12.43	¢		11.53	¢	Passenger revenue per ASM (PRASM)	10.84		¢	5.59		¢	9.29		¢	9.40		¢
Total Operations (a) :
Total Operations (a):													Total Operations (a):
Revenue passengers flown	3,001			2,918			8,592			8,321			Revenue passengers flown	2,066			332			4,533			2,877
RPM	4,293,095			4,170,671			12,190,846			11,559,795			RPM	3,205,407			185,788			7,056,854			3,995,644
ASM	4,950,800			4,894,768			14,208,642			13,813,955			ASM	4,229,461			718,405			10,298,035			6,107,424
Operating revenue per ASM (RASM)		14.53	¢		13.73	¢		14.14	¢		13.16	¢	Operating revenue per ASM (RASM)	12.03		¢	10.58		¢	10.70		¢	11.38		¢
Operating cost per ASM (CASM)		11.02	¢		10.07	¢		11.44	¢		10.26	¢	Operating cost per ASM (CASM)	11.00		¢	27.43		¢	10.81		¢	18.56		¢
CASM excluding aircraft fuel and special items (b)		8.80	¢		8.13	¢		9.04	¢		8.46	¢
CASM excluding aircraft fuel and non-recurring items (b)													CASM excluding aircraft fuel and non-recurring items (b)	10.28		¢	40.94		¢	11.50		¢	17.36		¢
Aircraft fuel expense per ASM (c)		2.22	¢		1.94	¢		2.23	¢		1.80	¢	Aircraft fuel expense per ASM (c)	2.57		¢	2.02		¢	2.33		¢	2.22		¢
Revenue block hours operated	49,384			47,534			141,955			134,627			Revenue block hours operated	45,816			12,388			112,061			71,743
Gallons of aircraft fuel consumed	67,160			64,918			193,404			182,471			Gallons of aircraft fuel consumed	52,599			13,394			126,987			84,975
Average cost per gallon of aircraft fuel (actual) (c)	$	1.64		$	1.46		$	1.64		$	1.36
Average cost per gallon of aircraft fuel (c)													Average cost per gallon of aircraft fuel (c)	$	2.07		$	1.09		$	1.89		$	1.59


~~(a)~~	~~Includes the operations of our contract carrier under a capacity purchase agreement.~~


~~(b)~~	Represents adjusted unit costs, a non-GAAP measure. We believe this is a useful measure because it better reflects our controllable costs. See “Non-GAAP Financial Measures” below for a reconciliation of non-GAAP measures.


~~(c)~~	~~Includes applicable taxes and fees.~~

(a) Includes the operations of our contract carrier under a CPA. which was indefinitely suspended in the first quarter of 2021 and terminated in the second quarter of 2021.

(b) Represents adjusted unit costs, a non-GAAP measure. We believe this is a useful measure because it better reflects our controllable costs. See “Non-GAAP Financial Measures” below for a reconciliation of non-GAAP measures.

Operating Revenue

During the three and nine months ended September 30, ~~2017,~~2021, operating revenue increased by ~~$47.7~~$432.9 million, or ~~7.1%~~569.7%, and ~~$191.5~~decreased by $406.7 million, or ~~10.5%~~58.5%, respectively, as compared to the ~~prior year~~same periods in 2020. The increase noted during the third quarter was primarily driven by ~~increased~~the return of passenger ~~revenue.~~travel demand within our domestic markets.

Passenger revenue

For the three and nine months ended September 30, ~~2017,~~2021, passenger revenue increased by ~~$42.9~~$414.3 million, or ~~7.3%~~1,041.5%, and ~~$173.2~~$374.8 million, or ~~10.9%~~65.4%, respectively, as compared to the ~~prior year periods.~~same periods in 2020. Details of these changes are ~~described~~reflected in the table below:


			Increase (Decrease) vs. Three Months Ended September 30, 2020
(in thousands)	Three months ended September 30, 2021		Passenger Revenue		Yield		RPMs		ASMs		PRASM
Domestic	$	430,682	1,017.9	%	(34.8)	%	1,614.5	%	457.5	%	100.4	%
International	23,362		1,769.0		NM1		NM1		NM1		NM1
Total	$	454,044	1,041.5	%	(34.8)	%	1,649.1	%	489.0	%	93.9	%

1 Not meaningful


																				Increase (Decrease) vs. Nine Months Ended September 30, 2020
	Three months ended September 30, 2017 as compared to three months ended September 30, 2016								Nine months ended September 30, 2017 as compared to nine months ended September 30, 2016
	Change in scheduled passenger revenue		Change in Yield		Change in RPM		Change in ASM		Change in scheduled passenger revenue		Change in Yield		Change in RPM		Change in ASM
	(in millions)								(in millions)
(in thousands)																	(in thousands)	Nine months ended September 30, 2021		Passenger Revenue		Yield		RPMs		ASMs		PRASM
Domestic	$	11.1	4.3	%	(1.7	)%	(2.7	)%	$	63.8	6.9	%	(1.6	)%	(4.1	)%	Domestic	$	900,645	108.7	%	(13.8)	%	141.8	%	109.1	%	(0.2)	%
International	31.8		7.8		14.2		9.7		109.4		7.2		23.3		18.7		International	47,139		(66.7)		190.7		(88.5)		(60.7)		(15.3)
Total scheduled	$	42.9	4.2	%	3.0	%	1.2	%	$	173.2	5.1	%	5.5	%	2.9	%
Total																	Total	$	947,784	65.4	%	(5.8)	%	75.5	%	67.4	%	(1.2)	%

Domestic

~~For~~ passenger revenue during the three months ended September 30, 2021 increased 1,017.9% on capacity growth of 457.5% as compared to the same period in 2020, and increased 108.7% on capacity growth of 109.1% during the nine months ended September 30, 2021 as compared to the same period in 2020. The increase in both periods were the result of improved demand for passenger travel, predominantly within our North America to Hawai'i network, driven by the relaxing of travel restrictions for travel to and within the state of Hawai'i, and improving COVID-19 vaccination rates. However, demand on our domestic network remains below our pre-COVID-19 pandemic levels, down 13.6% and 37.5%, respectively, during the three and nine months ~~period~~ ended September 30, ~~2017, revenue on our domestic routes increased by $11.1 million, or 2.5%, and $63.8 million, or 5.1%, respectively,~~2021, as compared to the ~~prior year periods. The increase was due~~same periods in 2019.

During the second quarter of 2021, the State of Hawai'i announced updates to ~~improved yields within~~its Safe Travels Program, including that, beginning June 15, 2021, all passengers who are not in quarantine are free to travel between islands without restriction and, beginning July 8, 2021, individuals who are fully vaccinated in the United States entering Hawai'i on domestic flights may bypass pre-travel testing or quarantine with proof of vaccination starting the 15th day following the completion of their vaccination.

In the first quarter of 2021, we announced the expansion of service with the addition of three new U.S. mainland destinations: Austin, Texas, Orlando, Florida, and Ontario, California with service to and from Honolulu, Hawai'i, each of which commenced between March and April 2021. We also expanded service with a daily non-stop flight between Kahului, Hawai'i and Long Beach, California, which commenced in March 2021. Additionally, in March and April 2021, respectively, we announced the recommencement of our ~~North America routes~~thrice-weekly service between Kahului, Hawai'i and Las Vegas, Nevada, and launched four-times-weekly seasonal service between Kahului, Hawai'i and Phoenix, Arizona, both of ~~approximately 4.3% and 6.9% for~~which commenced in May 2021.

International passenger revenue during the three ~~and nine month periods~~months ended September 30, ~~2017, respectively~~2021 increased 1,769.0%, as compared to the ~~prior year periods.~~

~~International~~

~~For~~same period in 2020, to $23.4 million, and decreased 66.7% on a capacity reduction of 60.7% during the ~~three and~~ nine months ~~period~~ ended September 30, ~~2017, revenue on our international routes increased by $31.8 million, or 23.1%, and $109.4 million, or 32.2%, respectively,~~2021, as compared to the ~~prior year periods. The increase was due to improved yields within~~same period in 2020.

While we recommenced scheduled international passenger flights on a limited basis beginning in the fourth quarter of 2020, customer demand across our international ~~routes~~network remains depressed given international government travel restrictions and the availability, reliability and effectiveness of ~~approximately 7.8%~~vaccines, particularly as new variants of the COVID-19 virus emerge and ~~7.2% for~~spread. We expect this significantly lower international demand environment to continue through the ~~three~~fourth quarter of 2021, with improvement in the international markets expected to lag behind domestic demand recovery until government travel restrictions begin to lift and ~~nine month periods ended September 30, 2017, respectively as compared~~customer demand starts to the prior year periods. Another contributing factor for the increased revenue (period over period) was our expanded Hawai'i to Tokyo, Japan service. This included the introduction of service from Honolulu to Narita, Japan (July 2016), Kona to Tokyo Haneda Airport (December 2016), and expansion of existing Honolulu to Haneda service (December 2016).

return.

Other ~~operating revenue~~Operating Revenue

For the three and nine months ended September 30, ~~2017, other~~2021, Other operating revenue increased by ~~$4.7~~$18.6 million, or ~~5.9%~~51.4%, and ~~$18.3~~$31.9 million, or ~~8.1%~~26.2%, ~~respectively,~~ as compared to the ~~prior year periods. The increase was primarily due to an increase~~same periods in ~~cargo revenue during the respective periods of approximately 26.4% and 27.7% offset by a reduction in baggage revenue of approximately 3.7% and 3.2% for~~2020.

During the three and nine months ended September 30, ~~2017, respectively.~~

~~The~~2021, Cargo revenue increased $3.6 million and $16.2 million, respectively, as compared to the same periods in 2020, primarily driven by improved demand. Loyalty revenue, primarily comprised of brand and marketing performance obligations, increased $12.0 million and $12.6 million, respectively during the three and nine months ended September 30, 2021, as compared to the same periods in 2020, as a result of increased credit card spend and new ~~revenue standard ASC 606, once effective, will affect our accounting policies and processes (including systems) regarding frequent flyer revenue, passenger revenue, other~~cardholder acquisitions. Other components in Other operating revenue include, but are not limited to, ground handling and ~~selling costs. The adoption of~~other freight services, which collectively, increased during the ~~standard will have a significant impact on our financial statements. See Note 2~~three and nine months ended September 30, 2021 by approximately $3.0 million and $3.2 million, respectively, as compared to the ~~Consolidated Financial Statements for additional information.~~same periods in 2020.

Operating Expense

Operating expenses were ~~$545.8~~$465.4 million and ~~$1,625.5~~$1,113.1 million ~~for~~during the three and nine months ended September 30, ~~2017, respectively, and $492.9 million and $1,417.8 million for the three and nine months ended September 30, 2016,~~2021, respectively. Increases (decreases) in operating expenses for the three and nine months ended September 30, ~~2017~~2021, as compared to the ~~prior year~~same periods in 2020, are detailed below:


	Increase / (decrease) for the three months ended September 30, 2017 compared to the three months ended September 30, 2016					Increase / (decrease) for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016						Increase / (decrease) for the three months ended September 30, 2021 compared to the three months ended September 30, 2020				Increase / (decrease) for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020
	$			%		$			%			$		%		$		%
Operating expenses	(in thousands)					(in thousands)					Operating expenses	(in thousands)				(in thousands)
Wages and benefits	$	24,703		18.1	%	$	71,054		18.0	%	Wages and benefits	$	31,823	21.4	%	$	32,617	6.8	%
Aircraft fuel, including taxes and delivery	15,293			16.1		67,907			27.3		Aircraft fuel, including taxes and delivery	94,241		648.0		105,336		78.0
Maintenance, materials and repairs	(2,416		)	(4.7	)	(5,535		)	(3.3	)	Maintenance, materials and repairs	29,417		157.6		26,349		28.3
Aircraft and passenger servicing	2,389			7.0		11,324			12.1		Aircraft and passenger servicing	25,775		501.5		27,437		59.1
Commissions and other selling	3,450			11.7		4,732			5.0		Commissions and other selling	15,763		303.1		14,799		42.5
Aircraft rent	2,304			7.0		10,538			11.4		Aircraft rent	450		1.7		7,080		9.2
Other rentals and landing fees	2,063			7.1		8,425			10.8		Other rentals and landing fees	22,258		157.2		25,822		44.8
Depreciation and amortization	952			3.5		2,158			2.6		Depreciation and amortization	(2,835)		(7.7)		(11,148)		(9.7)
Purchased services	(878		)	(3.4	)	6,539			9.0		Purchased services	4,483		19.6		(1,777)		(2.3)

Special items	—			—		23,450			100.0		Special items	(17,489)		(100.0)		(169,424)		(95.0)

Government grant recognition											Government grant recognition	50,832		(39.4)		(79,997)		33.2
Other	5,020			15.9		7,097			7.5		Other	13,608		82.3		2,711		3.4
Total	$	52,880		10.7	%	$	207,689		14.6	%	Total	$	268,326	136.2	%	$	(20,195)	(1.8)	%

Wages and benefits

Wages and benefits expense ~~for the third quarter~~ increased by ~~$24.7~~$31.8 million, or ~~18.1%~~21.4%, and ~~$71.1~~$32.6 million, or ~~18.0%~~6.8%, for the three and nine months ended September 30, ~~2017, respectively. The increase was primarily due~~2021, respectively, as compared to the ~~recent signing~~prior year periods. Actions taken by the Company in response to decreased passenger travel demand attributed to the COVID-19 pandemic in 2020, through voluntary and involuntary programs had a significant impact on wages and benefits during 2020. Beginning in the first quarter of 2021, improving domestic travel demand led to the ~~Air Line Pilots Association (ALPA) contract amendment effective April 1, 2017 as well as an increase in employee benefits (such as health insurance) expenses. We have also increased the number~~ramp up of ~~flight crew personnel and training to prepare for the induction of~~domestic operations, notably amongst our ~~A321neo fleet, resulting~~front-line employees. These actions, combined with scheduled contractual wage increases, resulted in higher wages and benefits ~~expense, in addition to an overall increase in employee headcount by approximately 6.8%~~during the three and nine months ended September 30, 2021 as compared to ~~September 30, 2016 which includes flight attendants, machinist,~~the same periods in 2020. We expect that wages and ~~non-contract employees.~~benefits will increase during the fourth quarter of 2021, as compared to the same periods in 2020, as we begin to ramp up our international operations.

Aircraft fuel

Aircraft fuel expense increased during the three and nine months ended September 30, ~~2017,~~2021, as compared to the prior year periods, ~~primarily~~ due to ~~the~~an increase in the average fuel price per gallon and ~~an increase in~~increased consumption, as illustrated in the following table:


	Three months ended September 30,						Nine months ended September 30,							Three months ended September 30,						Nine months ended September 30,
	2017		2016		% Change		2017		2016		% Change			2021		2020		% Change		2021		2020		% Change
	(in thousands, except per-gallon amounts)						(in thousands, except per-gallon amounts)							(in thousands, except per-gallon amounts)						(in thousands, except per-gallon amounts)
Aircraft fuel expense, including taxes and delivery	$	110,111	$	94,818	16.1	%	$	316,423	$	248,516	27.3	%	Aircraft fuel expense, including taxes and delivery	$	108,785	$	14,544	648.0	%	$	240,361	$	135,025	78.0	%
Fuel gallons consumed	67,160		64,918		3.5	%	193,404		182,471		6.0	%	Fuel gallons consumed	52,599		13,394		292.7	%	126,987		84,975		49.4	%
Average fuel price per gallon, including taxes and delivery	$	1.64	$	1.46	12.3	%	$	1.64	$	1.36	20.6	%	Average fuel price per gallon, including taxes and delivery	$	2.07	$	1.09	89.9	%	$	1.89	$	1.59	18.9	%



Delaware						71-0879698
(State or Other Jurisdiction of						(I.R.S. Employer
Incorporation or Organization)						Identification No.)



3375 Koapaka Street,	Suite G-350
Honolulu, HI	HI	96819
(Address of Principal Executive Offices)		(Zip Code)



Part I.	Financial Information	3

Item 1.	Consolidated Financial Statements of Hawaiian Holdings, Inc. (Unaudited)	3

	Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020	3

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020	4

	Consolidated Balance Sheets as of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 (audited)	5

	Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, 2021 and 2020	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020	68

	Notes to Consolidated Financial Statements	79

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2833

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3950

Item 4.	Controls and Procedures	4050

Part II.	Other Information	4152

Item 1.	Legal Proceedings	4152

Item 1A.	Risk Factors	4152

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4172

Item 3.	Defaults Upon Senior Securities	4172

Item 4.	Mine Safety Disclosures	4172

Item 5.	Other Information	4172

Item 6.	Exhibits	4272

	Signatures	4374


	Three Months Ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
	(unaudited)
Operating Revenue:
Passenger	$	454,044	$	39,777	$	947,784	$	573,008
Other	54,804		36,205		154,062		122,122
Total	508,848		75,982		1,101,846		695,130
Operating Expenses:
Wages and benefits	180,405		148,582		511,342		478,725
Aircraft fuel, including taxes and delivery	108,785		14,544		240,361		135,025
Maintenance, materials and repairs	48,081		18,664		119,416		93,067
Aircraft and passenger servicing	30,915		5,140		73,896		46,459
Depreciation and amortization	33,899		36,734		104,368		115,516
Aircraft rent	26,680		26,230		84,200		77,120
Commissions and other selling	20,964		5,201		49,643		34,844
Other rentals and landing fees	36,414		14,156		83,421		57,599
Purchased services	27,361		22,878		75,229		77,006

Special items	—		17,489		8,983		178,407

Government grant recognition	(78,256)		(129,088)		(320,645)		(240,648)
Other	30,133		16,525		82,854		80,143
Total	465,381		197,055		1,113,068		1,133,263
Operating Income (Loss)	43,467		(121,073)		(11,222)		(438,133)
Nonoperating Income (Expense):
Other nonoperating special items	—		(7,011)		—		(7,011)
Interest expense and amortization of debt discounts and issuance costs	(29,897)		(11,596)		(83,905)		(26,612)
Gains (losses) on fuel derivatives	—		(297)		217		(6,933)
Other components of net periodic benefit cost	981		(136)		2,943		589
Interest income	2,067		1,942		4,661		7,728
Capitalized interest	880		831		2,340		2,583
Loss on extinguishment of debt	—		—		(3,994)		—
Other, net	1,671		(6,244)		23,011		(3,504)
Total	(24,298)		(22,511)		(54,727)		(33,160)
Income (Loss) Before Income Taxes	19,169		(143,584)		(65,949)		(471,293)
Income tax expense (benefit)	4,500		(46,485)		(13,750)		(122,918)
Net Income (Loss)	$	14,669	$	(97,099)	$	(52,199)	$	(348,375)
Net Income (Loss) Per Share
Basic	$	0.29	$	(2.11)	$	(1.03)	$	(7.58)
Diluted	$	0.28	$	(2.11)	$	(1.03)	$	(7.58)
Weighted Average Number of Common Stock Shares Outstanding:
Basic	51,210		46,001		50,619		45,980
Diluted	51,825		46,001		50,619		45,980
Cash dividends declared per common stock share	$	—	$	—	$	—	$	0.12



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(unaudited)
Operating Revenue:
Passenger	$	634,475		$	591,496		$	1,765,275		$	1,592,095
Other	85,084			80,341			243,804			225,512
Total	719,559			671,837			2,009,079			1,817,607
Operating Expenses:
Wages and benefits	161,059			136,356			466,772			395,718
Aircraft fuel, including taxes and delivery	110,111			94,818			316,423			248,516
Maintenance, materials and repairs	49,396			51,812			161,366			166,901
Aircraft and passenger servicing	36,360			33,971			104,569			93,245
Aircraft rent	35,195			32,891			102,883			92,345
Commissions and other selling	32,930			29,480			98,668			93,936
Other rentals and landing fees	30,989			28,926			86,763			78,338
Depreciation and amortization	28,447			27,495			83,787			81,629
Purchased services	24,736			25,614			79,428			72,889
Special items	—			—			23,450			—
Other	36,585			31,565			101,376			94,279
Total	545,808			492,928			1,625,485			1,417,796
Operating Income	173,751			178,909			383,594			399,811
Nonoperating Income (Expense):
Other nonoperating special items	(50,202		)	—			(50,202		)	—
Interest expense and amortization of debt discounts and issuance costs	(7,578		)	(8,539		)	(23,292		)	(28,453		)
Gains (losses) on fuel derivatives	3,282			(3,601		)	(10,228		)	15,421
Other components of net periodic benefit cost	(3,792		)	(5,054		)	(13,293		)	(15,218		)
Interest income	1,861			1,113			4,480			3,044
Capitalized interest	2,416			719			6,258			1,407
Loss on extinguishment of debt	—			—			—			(9,993		)
Other, net	(100		)	612			3,161			9,884
Total	(54,113		)	(14,750		)	(83,116		)	(23,908		)
Income Before Income Taxes	119,638			164,159			300,478			375,903
Income tax expense	45,072			61,705			108,567			142,413
Net Income	$	74,566		$	102,454		$	191,911		$	233,490
Net Income Per Share
Basic	$	1.40		$	1.92		$	3.59		$	4.37
Diluted	$	1.39		$	1.91		$	3.57		$	4.35



	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	348,049		$	325,991
Restricted cash	1,000			5,000
Short-term investments	270,697			284,075
Accounts receivable, net	118,622			96,067
Spare parts and supplies, net	26,560			20,363
Prepaid expenses and other	56,783			66,740
Total	821,711			798,236
Property and equipment, less accumulated depreciation and amortization of $533,964 and $454,231 as of September 30, 2017 and December 31, 2016, respectively	1,753,946			1,654,567
Other Assets:
Long-term prepayments and other	124,926			132,724
Intangible assets, less accumulated amortization of $21,301 and $20,337 as of September 30, 2017 and December 31, 2016, respectively	15,447			16,411
Goodwill	106,663			106,663
Total Assets	$	2,822,693		$	2,708,601
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	118,810		$	116,507
Air traffic liability	573,373			482,496
Other accrued liabilities	157,760			172,214
Current maturities of long-term debt and capital lease obligations	58,585			58,899
Total	908,528			830,116
Long-Term Debt and Capital Lease Obligations	447,533			497,908
Other Liabilities and Deferred Credits:
Accumulated pension and other post-retirement benefit obligations	234,206			355,968
Other liabilities and deferred credits	172,792			173,613
Deferred tax liability, net	218,843			170,543
Total	625,841			700,124
Commitments and Contingencies
Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding as of September 30, 2017 and December 31, 2016	—			—
Common stock, $0.01 par value per share, 52,471,736 and 53,435,234 shares outstanding as of September 30, 2017 and December 31, 2016, respectively	525			534
Capital in excess of par value	73,776			127,266
Accumulated income	848,057			656,146
Accumulated other comprehensive loss, net	(81,567		)	(103,493		)
Total	840,791			680,453
Total Liabilities and Shareholders’ Equity	$	2,822,693		$	2,708,601


Details about accumulated other comprehensive income (loss) components	Three months ended September 30,				Nine months ended September 30,				Affected line items in the statement where net income is presented
	2021		2020		2021		2020
	(in thousands)
Derivative instruments under ASC 815
Foreign currency derivative gains, net	$	—	$	—	$	—	$	(3,075)	Passenger revenue
Foreign currency derivative losses (gains)	—		418		—		(4,363)		Nonoperating Income (Expense), Other, net
Total before tax	—		418		—		(7,438)
Tax expense (benefit)	—		(103)		—		1,840
Total, net of tax	$	—	$	315	$	—	$	(5,598)
Amortization of defined benefit plan items
Actuarial loss	$	986	$	1,046	$	2,958	$	2,890	Nonoperating Income (Expense), Other, net
Prior service cost	92		414		276		526		Nonoperating Income (Expense), Other, net
Special termination benefits	—		5,258		—		5,258		Other nonoperating special items
Curtailment loss	—		1,753		—		1,753		Other nonoperating special items
Total before tax	1,078		8,471		3,234		10,427
Tax benefit	(237)		(1,904)		(465)		(2,388)
Total, net of tax	$	841	$	6,567	$	2,769	$	8,039
Short-term investments
Realized gain on sales of investments, net	$	(3)	$	(283)	$	(599)	$	(654)	Nonoperating Income (Expense), Other, net
Total before tax	(3)		(283)		(599)		(654)
Income tax expense	1		67		149		159
Total, net of tax	$	(2)	$	(216)	$	(450)	$	(495)
Total reclassifications for the period	$	839	$	6,666	$	2,319	$	1,946


Three months ended September 30, 2021	Defined Benefit Plan Items		Short-Term Investments		Total
	(in thousands)
Beginning balance	$	(114,253)	$	(181)	$	(114,434)
Other comprehensive loss before reclassifications, net of tax	—		(549)		(549)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	841		(2)		839
Net current-period other comprehensive income (loss)	841		(551)		290
Ending balance	$	(113,412)	$	(732)	$	(114,144)


Three months ended September 30, 2017	Interest Rate Derivatives		Foreign Currency Derivatives			Defined Benefit Plan Items			Short-Term Investments			Total
Three months ended September 30, 2020															Three months ended September 30, 2020	Foreign Currency Derivatives		Defined Benefit Plan Items		Short-Term Investments		Total
	(in thousands)															(in thousands)
Beginning balance	$	—	$	1,235		$	(107,344	)	$	(244	)	$	(106,353	)	Beginning balance	$	1,266	$	(106,694)	$	2,258	$	(103,170)
Other comprehensive income (loss) before reclassifications, net of tax	—		(47		)	(7,619		)	74			(7,592		)
Other comprehensive loss before reclassifications, net of tax															Other comprehensive loss before reclassifications, net of tax	(1,581)		(17,851)		(363)		(19,795)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	—		(279		)	32,661			(4		)	32,378			Amounts reclassified from accumulated other comprehensive income (loss), net of tax	315		6,567		(216)		6,666
Net current-period other comprehensive income (loss)	—		(326		)	25,042			70			24,786
Net current-period other comprehensive loss															Net current-period other comprehensive loss	(1,266)		(11,284)		(579)		(13,129)
Ending balance	$	—	$	909		$	(82,302	)	$	(174	)	$	(81,567	)	Ending balance	$	—	$	(117,978)	$	1,679	$	(116,299)


Nine months ended September 30, 2021	Defined Benefit Pension Items		Short-Term Investments		Total
	(in thousands)
Beginning balance	$	(116,181)	$	1,654	$	(114,527)
Other comprehensive loss before reclassifications, net of tax	—		(1,936)		(1,936)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	2,769		(450)		2,319
Net current-period other comprehensive income (loss)	2,769		(2,386)		383
Ending balance	$	(113,412)	$	(732)	$	(114,144)


Three months ended September 30, 2016	Interest Rate Derivatives		Foreign Currency Derivatives			Defined Benefit Plan Items			Short-Term Investments			Total
Nine months ended September 30, 2020															Nine months ended September 30, 2020	Foreign Currency Derivatives		Defined Benefit Pension Items		Short-Term Investments		Total
	(in thousands)															(in thousands)
Beginning balance	$	—	$	(10,348	)	$	(101,710	)	$	311		$	(111,747	)	Beginning balance	$	3,341	$	(108,028)	$	804	$	(103,883)
Other comprehensive loss before reclassifications, net of tax	—		(2,999		)	—			(166		)	(3,165		)
Other comprehensive income (loss) before reclassifications, net of tax															Other comprehensive income (loss) before reclassifications, net of tax	2,257		(17,989)		1,370		(14,362)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	—		1,141			1,293			(80		)	2,354			Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(5,598)		8,039		(495)		1,946
Net current-period other comprehensive income (loss)	—		(1,858		)	1,293			(246		)	(811		)	Net current-period other comprehensive income (loss)	(3,341)		(9,950)		875		(12,416)
Ending balance	$	—	$	(12,206	)	$	(100,417	)	$	65		$	(112,558	)	Ending balance	$	—	$	(117,978)	$	1,679	$	(116,299)



Nine months ended September 30, 2017	Interest Rate Derivatives		Foreign Currency Derivatives			Defined Benefit Pension Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	—	$	7,071		$	(110,202	)	$	(362	)	$	(103,493	)
Other comprehensive income (loss) before reclassifications, net of tax	—		(4,832		)	(7,572		)	204			(12,200		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	—		(1,330		)	35,472			(16		)	34,126
Net current-period other comprehensive income (loss)	—		(6,162		)	27,900			188			21,926
Ending balance	$	—	$	909		$	(82,302	)	$	(174	)	$	(81,567	)



Nine months ended September 30, 2016	Interest Rate Derivatives			Foreign Currency Derivatives			Defined Benefit Pension Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	81		$	4,879		$	(103,865	)	$	(372	)	$	(99,277	)
Other comprehensive income (loss) before reclassifications, net of tax	(668		)	(16,035		)	(296		)	557			(16,442		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	587			(1,050		)	3,744			(120		)	3,161
Net current-period other comprehensive income (loss)	(81		)	(17,085		)	3,448			437			(13,281		)
Ending balance	$	—		$	(12,206	)	$	(100,417	)	$	65		$	(112,558	)



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2017	(in thousands)
Corporate debt	$	167,407	$	67	$	(170	)	$	167,304
U.S. government and agency debt	50,515		1		(131		)	50,385
Municipal bonds	19,839		27		(30		)	19,836
Other fixed income securities	33,172		1		(1		)	33,172
Total short-term investments	$	270,933	$	96	$	(332	)	$	270,697



	Under 1 Year		1 to 5 Years		Total
	(in thousands)
Corporate debt	$	72,879	$	94,425	$	167,304
U.S. government and agency debt	34,320		16,065		50,385
Municipal bonds	6,942		12,894		19,836
Other fixed income securities	24,535		8,637		33,172
Total short-term investments	$	138,676	$	132,021	$	270,697


	2021		2020
	(in thousands)
Balance at January 1	$	420,125	$	349,806
Miles awarded	104,239		79,155
Travel miles redeemed (Passenger Revenue)	(71,550)		(38,082)
Non-travel miles redeemed (Other Revenue)	(1,491)		(1,281)
Balance at September 30	$	451,323	$	389,598


	Fair Value Measurements as of September 30, 2017									Fair Value Measurements as of September 30, 2021
	Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
	(in thousands)									(in thousands)
Cash equivalents	$	198,018	$	171,936	$	26,082	$	—	Cash equivalents	$	470,672	$	450,673	$	19,999	$	—
Restricted cash	1,000		1,000		—		—		Restricted cash	31,822		31,822		—		—
Short-term investments	270,697		—		270,697		—		Short-term investments
Fuel derivative contracts:
Crude oil call options	8,184		—		8,184		—
Jet fuel swaps	566		—		566		—
Corporate debt securities									Corporate debt securities	518,293		—		518,293		—
U.S. government and agency securities									U.S. government and agency securities	349,758		—		349,758		—
Equity mutual funds									Equity mutual funds	200,076		200,076		—		0
Other fixed income securities									Other fixed income securities	200,889		—		200,889		—

Asset-backed securities									Asset-backed securities	10,937		0		10,937		0
Total short-term investments									Total short-term investments	1,279,953		200,076		1,079,877		—

Assets held for sale									Assets held for sale	29,672		—		—		29,672
Total assets measured at fair value									Total assets measured at fair value	$	1,812,119	$	682,571	$	1,099,876	$	29,672

Foreign currency derivatives	4,721		—		4,721		—		Foreign currency derivatives	—		—		—		—
Total assets measured at fair value	$	483,186	$	172,936	$	310,250	$	—
Fuel derivative contracts:
Jet fuel swaps	$	21	$	—	$	21	$	—
Foreign currency derivatives	2,612		—		2,612		—

Total liabilities measured at fair value	$	2,633	$	—	$	2,633	$	—	Total liabilities measured at fair value	$	—	$	—	$	—	$	—


	Fair Value Measurements as of December 31, 2020
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents	$	345,766	$	297,698	$	48,068	$	—


Short-term investments
Corporate debt securities	198,355		—		198,355		—
U.S. government and agency securities	156,427		—		156,427		—

Total short-term investments	354,782		—		354,782		—
Fuel derivative contracts	43		—		43		—
Foreign currency derivatives	31		—		31		—

Total assets measured at fair value	$	700,622	$	297,698	$	402,924	$	—




Foreign currency derivatives	1,382		—		1,382		—

Total liabilities measured at fair value	$	1,382	$	—	$	1,382	$	—


Fair Value of Debt	Fair Value of Debt																			Fair Value of Debt
September 30, 2017										December 31, 2016
September 30, 2021																				September 30, 2021									December 31, 2020
Carrying	Carrying	Fair Value								Carrying		Fair Value								Carrying	Fair Value								Carrying		Fair Value
Amount	Amount	Total		Level 1		Level 2		Level 3		Amount		Total		Level 1		Level 2		Level 3		Amount	Total		Level 1		Level 2		Level 3		Amount		Total		Level 1		Level 2		Level 3
(in thousands)	(in thousands)																			(in thousands)
$	438,843	$	449,761	$	—	$	—	$	449,761	$	481,874	$	484,734	$	—	$	—	$	484,734	2,013,478	$	2,102,670	$	—	$	—	$	2,102,670	$	1,171,349	$	1,054,410	$	—	$	—	$	1,054,410



	(Gain) loss recognized in AOCI on derivatives (effective portion)				(Gain) loss reclassified from AOCI into income (effective portion)					(Gain) loss recognized in nonoperating (income) expense (ineffective portion)
	Three months ended September 30,				Three months ended September 30,					Three months ended September 30,
	2017		2016		2017			2016		2017		2016
	(in thousands)
Foreign currency derivatives	$	75	$	4,841	$	(449	)	$	1,842	$	—	$	—
Interest rate derivatives	—		—		—			—		—		—


Summary of payroll support program activity
(in millions, except percentages)	Total Amount		Grant		Loan		Number of warrants	Percentage of outstanding shares at September 30, 2021
Payroll Support Program	$	300.9	$	240.6	$	60.3	0.5	1.0	%
Payroll Support Program Extension	192.7		164.9		27.8		0.2	0.3	%
Payroll Support Program 3 (1)	179.7		155.8		23.9		0.1	0.2	%


Remaining months in 2021	$	7,039
2022	122,267
2023	87,242
2024	85,133
2025	104,563
Thereafter	1,607,235
	$	2,013,479



Remaining months in 2017	$	5,771
2018	48,244
2019	72,927
2020	21,413
2021	49,060
Thereafter	241,428
	$	438,843



	Aircraft		Other
	(in thousands)
Remaining in 2017	$	31,984	$	1,643
2018	127,235		7,311
2019	118,070		6,939
2020	97,717		6,690
2021	64,730		6,768
Thereafter	222,227		107,760
	$	661,963	$	137,111



Aircraft Type	Firm Orders	Purchase Rights	Expected Delivery Dates
A321neo aircraft	16	9	Between 2017 and 2020
A330-800neo aircraft	6	6	Between 2019 and 2021
Pratt & Whitney spare engines:
A321neo spare engines	3	2	Between 2017 and 2019
Rolls-Royce spare engines:
A330-800neo spare engines	2	2	Between 2019 and 2026


	Aircraft and aircraft related		Other		Total Committed Expenditures
	(in thousands)
Remaining in 2021	$	—	$	5,395	$	5,395
2022	342,593		27,008		369,601
2023	158,380		25,017		183,397
2024	500,465		23,708		524,173
2025	410,957		15,123		426,080
Thereafter	233,823		21,727		255,550
	$	1,646,218	$	117,978	$	1,764,196



	Capital		Operating		Total Committed Expenditures
	(in thousands)
Remaining in 2017	$	114,916	$	23,089	$	138,005
2018	454,848		73,242		528,090
2019	500,811		60,228		561,039
2020	242,152		58,708		300,860
2021	170,406		56,551		226,957
Thereafter	131,834		400,430		532,264
	$	1,614,967	$	672,248	$	2,287,215



	September 30, 2016			September 30, 2017			September 30, 2018
Aircraft Type	Leased (2)	Owned	Total	Leased (2)	Owned	Total	Leased (2)	Owned	Total
A330-200	11	12	23	11	13	24	11	13	24
767-300	4	4	8	7	1	8	7	—	7
717-200	3	15	18	5	15	20	5	15	20
ATR turboprop (1)	—	6	6	—	6	6	—	7	7
A321neo	—	—	—	—	—	—	2	8	10
Total	18	37	55	23	35	58	25	43	68


Contractual Obligations	Total		Remaining in 2021		2022 - 2023		2024 - 2025		2026 and thereafter
	(in thousands)
Debt obligations, including principal and interest (1)	$	2,448,663	$	25,128	$	403,503	$	367,884	$	1,652,148
Finance lease obligations, including principal and interest (2)	697,769		27,471		203,047		157,545		309,706
Operating lease obligations (3)	152,972		7,295		58,782		30,759		56,136
Aircraft purchase commitments (4)	1,646,218		—		500,973		911,422		233,823
Other commitments (5)	117,979		5,395		52,025		38,832		21,727
Projected employee benefit contributions (6)	78,600		—		25,900		38,000		14,700
Total contractual obligations	$	5,142,201	$	65,289	$	1,244,230	$	1,544,442	$	2,288,240


~~(1)~~	~~Amounts reflect capital lease obligations for one Airbus A330-200 aircraft, two Boeing 717-200 aircraft, one A330 flight simulator, and aircraft and IT related equipment.~~


~~(2)~~	~~Amounts reflect leases for ten Airbus A330-200 aircraft, seven Boeing 767-300 aircraft, and three Boeing 717-200 aircraft.~~


~~(3)~~	~~Amounts include our firm commitments for aircraft and aircraft related equipment.~~



Period	Total number of shares purchased (i)	Average price paid per share (ii)		Total number of shares purchased as part of publicly announced plans or programs (i)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (i)
July 1, 2017 - July 31, 2017	89,092	$	43.48	89,092
August 1, 2017 - August 31, 2017	417,878	41.54		417,878
September 1, 2017 - September 30, 2017	620,559	40.21		620,559
Total	1,127,529			1,127,529	$	49.5


Exhibit No.						Description


~~Exhibit No.~~						~~Description~~

12						~~Computation of ratio of earnings to fixed charges for the nine months ended September 30, 2017 and years ended December 31, 2016, 2015, 2014, 2013 and 2012.~~

~~31.1~~




31.1						Rule 13a-14(a) Certification of Chief Executive Officer.

31.2						Rule 13a-14(a) Certification of Chief Financial Officer.

32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Valuation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data Files (formatted as inline XBRL and contained in Exhibit 101)



		HAWAIIAN HOLDINGS, INC.


Date:	October ~~20, 2017~~27, 2021	By:	/s/ Shannon L. Okinaka
			Shannon L. Okinaka
			Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)