Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The following condensed consolidating financial information is presented in accordance with Regulation S-X paragraph 210.3-10 because, in connection with the issuance by two pass-through trusts formed by Hawaiian (which is also referred to in this Note 12 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 12 as Parent Issuer / Guarantor), is fully and unconditionally guaranteeing the payment obligations of Hawaiian, which is a 100% owned subsidiary of the Company, under equipment notes issued by Hawaiian to purchase new aircraft. Condensed consolidating financial statements are presented in the following tables: Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended September 30, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 630,657 $ 1,162 $ (81 ) $ 631,738 Operating Expenses: Aircraft fuel, including taxes and delivery — 105,483 — — 105,483 Wages and benefits — 125,884 — — 125,884 Aircraft rent — 29,544 — — 29,544 Maintenance materials and repairs — 56,021 175 — 56,196 Aircraft and passenger servicing — 30,284 — — 30,284 Commissions and other selling 1 30,314 15 (25 ) 30,305 Depreciation and amortization — 25,307 754 — 26,061 Other rentals and landing fees — 24,728 — — 24,728 Other 1,510 46,874 248 (56 ) 48,576 Total 1,511 474,439 1,192 (81 ) 477,061 Operating Income (Loss) (1,511 ) 156,218 (30 ) — 154,677 Nonoperating Income (Expense): Undistributed net income of subsidiaries 71,067 — — (71,067 ) — Interest expense and amortization of debt discounts and issuance costs (100 ) (13,406 ) — — (13,506 ) Interest income 53 638 — — 691 Capitalized interest — 698 — — 698 Losses on fuel derivatives — (25,009 ) — — (25,009 ) Loss on extinguishment of debt (54 ) — — — (54 ) Other, net — (4,515 ) — — (4,515 ) Total 70,966 (41,594 ) — (71,067 ) (41,695 ) Income (Loss) Before Income Taxes 69,455 114,624 (30 ) (71,067 ) 112,982 Income tax expense (benefit) (574 ) 43,527 — — 42,953 Net Income (Loss) $ 70,029 $ 71,097 $ (30 ) $ (71,067 ) $ 70,029 Comprehensive Income (Loss) $ 69,301 $ 70,369 $ (30 ) $ (70,339 ) $ 69,301 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended September 30, 2014 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 638,414 $ 1,145 $ (97 ) $ 639,462 Operating Expenses: Aircraft fuel, including taxes and delivery — 182,219 — — 182,219 Wages and benefits — 114,469 — — 114,469 Aircraft rent — 26,724 — — 26,724 Maintenance materials and repairs — 51,029 264 — 51,293 Aircraft and passenger servicing — 31,848 — — 31,848 Commissions and other selling — 32,024 11 (20 ) 32,015 Depreciation and amortization — 23,654 730 — 24,384 Other rentals and landing fees 5 23,632 — — 23,637 Other 1,246 45,291 244 (77 ) 46,704 Total 1,251 530,890 1,249 (97 ) 533,293 Operating Income (Loss) (1,251 ) 107,524 (104 ) — 106,169 Nonoperating Income (Expense): Undistributed net income of subsidiaries 37,900 — — (37,900 ) — Interest expense and amortization of debt discounts and issuance costs (2,260 ) (14,844 ) — — (17,104 ) Interest income 47 424 — — 471 Capitalized interest — 1,834 — — 1,834 Losses on fuel derivatives — (27,892 ) — — (27,892 ) Other, net — (5,114 ) — — (5,114 ) Total 35,687 (45,592 ) — (37,900 ) (47,805 ) Income (Loss) Before Income Taxes 34,436 61,932 (104 ) (37,900 ) 58,364 Income tax expense (benefit) (1,139 ) 23,928 — — 22,789 Net Income (Loss) $ 35,575 $ 38,004 $ (104 ) $ (37,900 ) $ 35,575 Comprehensive Income (Loss) $ 42,610 $ 45,039 $ (104 ) $ (44,935 ) $ 42,610 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,740,118 $ 3,503 $ (308 ) $ 1,743,313 Operating Expenses: Aircraft fuel, including taxes and delivery — 329,329 — — 329,329 Wages and benefits — 369,875 — — 369,875 Aircraft rent — 86,732 — — 86,732 Maintenance materials and repairs — 167,489 1,023 — 168,512 Aircraft and passenger servicing — 87,948 — — 87,948 Commissions and other selling 5 91,260 46 (94 ) 91,217 Depreciation and amortization — 76,529 2,248 — 78,777 Other rentals and landing fees — 70,807 — — 70,807 Other 4,747 137,617 709 (214 ) 142,859 Total 4,752 1,417,586 4,026 (308 ) 1,426,056 Operating Income (Loss) (4,752 ) 322,532 (523 ) — 317,257 Nonoperating Income (Expense): Undistributed net income of subsidiaries 153,389 — — (153,389 ) — Interest expense and amortization of debt discounts and issuance costs (1,692 ) (41,050 ) — — (42,742 ) Interest income 162 1,890 — — 2,052 Capitalized interest — 2,966 — — 2,966 Losses on fuel derivatives — (28,670 ) — — (28,670 ) Loss on extinguishment of debt (7,296 ) — — — (7,296 ) Other, net — (9,325 ) — — (9,325 ) Total 144,563 (74,189 ) — (153,389 ) (83,015 ) Income (Loss) Before Income Taxes 139,811 248,343 (523 ) (153,389 ) 234,242 Income tax expense (benefit) (4,935 ) 94,431 — — 89,496 Net Income (Loss) $ 144,746 $ 153,912 $ (523 ) $ (153,389 ) $ 144,746 Comprehensive Income (Loss) $ 145,278 $ 154,444 $ (523 ) $ (153,921 ) $ 145,278 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2014 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,737,520 $ 2,801 $ (281 ) $ 1,740,040 Operating Expenses: Aircraft fuel, including taxes and delivery — 527,497 — — 527,497 Wages and benefits — 334,441 — — 334,441 Aircraft rent — 79,098 — — 79,098 Maintenance materials and repairs — 167,499 503 — 168,002 Aircraft and passenger servicing — 92,929 — — 92,929 Commissions and other selling — 94,149 43 (69 ) 94,123 Depreciation and amortization — 69,496 1,464 — 70,960 Other rentals and landing fees 5 65,850 — — 65,855 Other 4,015 134,729 803 (212 ) 139,335 Total 4,020 1,565,688 2,813 (281 ) 1,572,240 Operating Income (Loss) (4,020 ) 171,832 (12 ) — 167,800 Nonoperating Income (Expense): Undistributed net income of subsidiaries 64,787 — — (64,787 ) — Interest expense and amortization of debt discounts and issuance costs (6,650 ) (41,461 ) — — (48,111 ) Interest income 126 962 — — 1,088 Capitalized interest — 6,584 — — 6,584 Losses on fuel derivatives — (28,506 ) — — (28,506 ) Other, net — (3,804 ) — — (3,804 ) Total 58,263 (66,225 ) — (64,787 ) (72,749 ) Income (Loss) Before Income Taxes 54,243 105,607 (12 ) (64,787 ) 95,051 Income tax expense (benefit) (3,584 ) 40,808 — — 37,224 Net Income (Loss) $ 57,827 $ 64,799 $ (12 ) $ (64,787 ) $ 57,827 Comprehensive Income (Loss) $ 56,435 $ 63,407 $ (12 ) $ (63,395 ) $ 56,435 Condensed Consolidating Balance Sheets September 30, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 65,949 $ 271,376 $ 7,849 $ — $ 345,174 Restricted cash — 5,000 — — 5,000 Short-term investments — 265,437 — — 265,437 Accounts receivable, net 63 80,487 289 (157 ) 80,682 Spare parts and supplies, net — 20,359 — — 20,359 Deferred tax assets, net — 22,102 — — 22,102 Prepaid expenses and other 50 52,852 111 — 53,013 Total 66,062 717,613 8,249 (157 ) 791,767 Property and equipment at cost — 1,974,943 58,184 — 2,033,127 Less accumulated depreciation and amortization — (410,746 ) (4,448 ) — (415,194 ) Property and equipment, net — 1,564,197 53,736 — 1,617,933 Long-term prepayments and other 11 90,097 — — 90,108 Deferred tax assets, net 25,490 — — (25,490 ) — Goodwill and other intangible assets, net — 125,983 — — 125,983 Intercompany receivable — 242,726 — (242,726 ) — Investment in consolidated subsidiaries 533,839 — — (533,839 ) — TOTAL ASSETS $ 625,402 $ 2,740,616 $ 61,985 $ (802,212 ) $ 2,625,791 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 557 $ 101,024 $ 439 $ (157 ) $ 101,863 Air traffic liability — 479,398 2,432 — 481,830 Other accrued liabilities 343 139,214 270 — 139,827 Current maturities of long-term debt, less discount, and capital lease obligations 3,234 92,571 — — 95,805 Total 4,134 812,207 3,141 (157 ) 819,325 Long-term debt and capital lease obligations — 818,608 — — 818,608 Intercompany payable 242,726 — — (242,726 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 409,047 — — 409,047 Other liabilities and deferred credits 1,392 82,143 750 — 84,285 Deferred tax liabilities, net — 142,866 — (25,490 ) 117,376 Total 1,392 634,056 750 (25,490 ) 610,708 Shareholders’ equity 377,150 475,745 58,094 (533,839 ) 377,150 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 625,402 $ 2,740,616 $ 61,985 $ (802,212 ) $ 2,625,791 Condensed Consolidating Balance Sheets December 31, 2014 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 79,532 $ 179,676 $ 4,879 $ — $ 264,087 Restricted cash — 6,566 — — 6,566 Short-term investments — 260,121 — — 260,121 Accounts receivable, net 63 80,289 531 (146 ) 80,737 Spare parts and supplies, net — 18,011 — — 18,011 Deferred tax assets, net — 21,943 — — 21,943 Prepaid expenses and other 12 53,281 89 — 53,382 Total 79,607 619,887 5,499 (146 ) 704,847 Property and equipment at cost — 2,006,274 34,726 — 2,041,000 Less accumulated depreciation and amortization — (365,279 ) (2,228 ) — (367,507 ) Property and equipment, net — 1,640,995 32,498 — 1,673,493 Long-term prepayments and other 537 95,688 — — 96,225 Deferred tax assets, net 20,556 — — (20,556 ) — Goodwill and other intangible assets, net — 127,963 — — 127,963 Intercompany receivable — 15,081 — (15,081 ) — Investment in consolidated subsidiaries 351,391 — — (351,391 ) — TOTAL ASSETS $ 452,091 $ 2,499,614 $ 37,997 $ (387,174 ) $ 2,602,528 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 514 $ 96,196 $ 696 $ (146 ) $ 97,260 Air traffic liability — 421,547 2,789 — 424,336 Other accrued liabilities 1,686 140,088 145 — 141,919 Current maturities of long-term debt, less discount, and capital lease obligations 66,530 89,819 — — 156,349 Total 68,730 747,650 3,630 (146 ) 819,864 Long-term debt and capital lease obligations — 893,288 — — 893,288 Intercompany payable 15,081 — — (15,081 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 407,864 — — 407,864 Other liabilities and deferred credits 1,047 70,853 750 — 72,650 Deferred tax liabilities, net — 62,185 — (20,556 ) 41,629 Total 1,047 540,902 750 (20,556 ) 522,143 Shareholders’ equity 367,233 317,774 33,617 (351,391 ) 367,233 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 452,091 $ 2,499,614 $ 37,997 $ (387,174 ) $ 2,602,528 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2015 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (3,461 ) $ 391,577 $ 1,356 $ — $ 389,472 Cash Flows From Investing Activities: Net payments to affiliates (25,000 ) (223,411 ) — 248,411 — Additions to property and equipment, including pre-delivery deposits — (81,888 ) (23,441 ) — (105,329 ) Proceeds from purchase assignment and leaseback transaction — 86,033 — — 86,033 Proceeds from disposition of property and equipment — 3,551 55 — 3,606 Purchases of investments — (178,177 ) — — (178,177 ) Sales of investments — 170,904 — — 170,904 Net cash used in investing activities (25,000 ) (222,988 ) (23,386 ) 248,411 (22,963 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (74,719 ) — — (74,719 ) Repurchases of convertible notes (171,598 ) — — — (171,598 ) Net payments from affiliates 223,411 — 25,000 (248,411 ) — Repurchases of common stock (37,622 ) — — — (37,622 ) Other 687 (2,170 ) — — (1,483 ) Net cash provided by (used in) financing activities 14,878 (76,889 ) 25,000 (248,411 ) (285,422 ) Net increase (decrease) in cash and cash equivalents (13,583 ) 91,700 2,970 — 81,087 Cash and cash equivalents - Beginning of Period 79,532 179,676 4,879 — 264,087 Cash and cash equivalents - End of Period $ 65,949 $ 271,376 $ 7,849 $ — $ 345,174 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2014 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (6,859 ) $ 257,694 $ 1,328 $ — $ 252,163 Cash Flows From Investing Activities: Net payments to subsidiaries (34,443 ) — — 34,443 — Additions to property and equipment, including pre-delivery deposits — (358,538 ) (2,752 ) — (361,290 ) Proceeds from disposition of property and equipment — 978 — — 978 Purchases of investments — (346,010 ) — — (346,010 ) Sales of investments — 92,103 — — 92,103 Net cash used in investing activities (34,443 ) (611,467 ) (2,752 ) 34,443 (614,219 ) Cash Flows From Financing Activities: Long-term borrowings — 293,430 — — 293,430 Repayments of long-term debt and capital lease obligations — (46,392 ) — — (46,392 ) Net payments from parent company — 34,443 — (34,443 ) — Other 5,487 14,402 — — 19,889 Net cash provided by financing activities 5,487 295,883 — (34,443 ) 266,927 Net decrease in cash and cash equivalents (35,815 ) (57,890 ) (1,424 ) — (95,129 ) Cash and cash equivalents - Beginning of Period 84,797 333,663 4,924 — 423,384 Cash and cash equivalents - End of Period $ 48,982 $ 275,773 $ 3,500 $ — $ 328,255 Certain Restrictions on Subsidiary Distributions, Dividends and Repurchases The Company and Hawaiian are party to a Credit and Guaranty Agreement (Credit Agreement), dated as of November 7, 2014, that provides for a Revolving Credit Facility. See further discussion of the Revolving Credit Facility at Note 8 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 . Pursuant to the terms of the Credit Agreement, neither Hawaiian nor any other subsidiary of the Company will directly or indirectly declare or pay any dividend, or purchase, redeem or otherwise acquire or retire for value any equity interests of the Company unless certain conditions are met. Long-Term Debt The long-term debt included in the Parent Issuer / Guarantor column represents the Convertible Notes described in Note 8 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |