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 March 31, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 550,134 $ 1,163 $ (117 ) $ 551,180 Operating Expenses: Aircraft fuel, including taxes and delivery — 69,900 — — 69,900 Wages and benefits — 133,643 — — 133,643 Aircraft rent — 29,388 — — 29,388 Maintenance materials and repairs — 59,100 1,404 — 60,504 Aircraft and passenger servicing — 28,551 — — 28,551 Commissions and other selling 1 33,052 16 (38 ) 33,031 Depreciation and amortization — 26,399 747 — 27,146 Other rentals and landing fees — 24,434 — — 24,434 Purchased services 35 22,640 72 (15 ) 22,732 Other 1,326 28,596 125 (64 ) 29,983 Total 1,362 455,703 2,364 (117 ) 459,312 Operating Income (Loss) (1,362 ) 94,431 (1,201 ) — 91,868 Nonoperating Income (Expense): Undistributed net income of subsidiaries 51,816 — — (51,816 ) — Interest expense and amortization of debt discounts and issuance costs 117 (11,121 ) — — (11,004 ) Interest income 59 785 — — 844 Capitalized interest — 225 — — 225 Losses on fuel derivatives — (2,065 ) — — (2,065 ) Loss on extinguishment of debt — (3,350 ) — — (3,350 ) Other, net — 6,586 — — 6,586 Total 51,992 (8,940 ) — (51,816 ) (8,764 ) Income (Loss) Before Income Taxes 50,630 85,491 (1,201 ) (51,816 ) 83,104 Income tax expense (benefit) (836 ) 32,474 — — 31,638 Net Income (Loss) $ 51,466 $ 53,017 $ (1,201 ) $ (51,816 ) $ 51,466 Comprehensive Income (Loss) $ 44,697 $ 46,248 $ (1,201 ) $ (45,047 ) $ 44,697 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended March 31, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 539,207 $ 1,173 $ (100 ) $ 540,280 Operating Expenses: Aircraft fuel, including taxes and delivery — 111,327 — — 111,327 Wages and benefits — 120,014 — — 120,014 Aircraft rent — 28,371 — — 28,371 Maintenance materials and repairs — 54,913 332 — 55,245 Aircraft and passenger servicing — 28,316 — — 28,316 Commissions and other selling 4 30,441 12 (29 ) 30,428 Depreciation and amortization — 24,432 747 — 25,179 Other rentals and landing fees — 22,831 — — 22,831 Purchased services — 21,240 — — 21,240 Other 1,985 24,081 170 (71 ) 26,165 Total 1,989 465,966 1,261 (100 ) 469,116 Operating Income (Loss) (1,989 ) 73,241 (88 ) — 71,164 Nonoperating Income (Expense): Undistributed net income of subsidiaries 32,563 — — (32,563 ) — Interest expense and amortization of debt discounts and issuance costs (1,436 ) (14,082 ) — — (15,518 ) Interest income 56 580 — — 636 Capitalized interest — 1,293 — — 1,293 Losses on fuel derivatives — (5,687 ) — — (5,687 ) Loss on extinguishment of debt (6,955 ) — — — (6,955 ) Other, net — (2,934 ) — — (2,934 ) Total 24,228 (20,830 ) — (32,563 ) (29,165 ) Income (Loss) Before Income Taxes 22,239 52,411 (88 ) (32,563 ) 41,999 Income tax expense (benefit) (3,644 ) 19,760 — — 16,116 Net Income (Loss) $ 25,883 $ 32,651 $ (88 ) $ (32,563 ) $ 25,883 Comprehensive Income (Loss) $ 27,043 $ 33,811 $ (88 ) $ (33,723 ) $ 27,043 Condensed Consolidating Balance Sheets March 31, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 67,605 $ 313,338 $ 7,970 $ — $ 388,913 Restricted cash — 5,000 — — 5,000 Short-term investments — 280,155 — — 280,155 Accounts receivable, net 63 79,523 433 (262 ) 79,757 Spare parts and supplies, net — 19,803 — — 19,803 Prepaid expenses and other 113 37,317 78 — 37,508 Total 67,781 735,136 8,481 (262 ) 811,136 Property and equipment at cost — 1,956,345 58,653 — 2,014,998 Less accumulated depreciation and amortization — (445,443 ) (5,942 ) — (451,385 ) Property and equipment, net — 1,510,902 52,711 — 1,563,613 Long-term prepayments and other — 70,103 500 — 70,603 Deferred tax assets, net 26,894 — — (26,894 ) — Goodwill and other intangible assets, net — 124,663 — — 124,663 Intercompany receivable — 251,163 — (251,163 ) — Investment in consolidated subsidiaries 645,872 — — (645,872 ) — TOTAL ASSETS $ 740,547 $ 2,691,967 $ 61,692 $ (924,191 ) $ 2,570,015 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 670 $ 110,130 $ 1,058 $ (262 ) $ 111,596 Air traffic liability — 524,278 3,231 — 527,509 Other accrued liabilities 2,318 143,978 145 — 146,441 Current maturities of long-term debt, less discount, and capital lease obligations — 70,183 — — 70,183 Total 2,988 848,569 4,434 (262 ) 855,729 Long-term debt and capital lease obligations — 612,596 — — 612,596 Intercompany payable 251,163 — — (251,163 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 378,473 — — 378,473 Other liabilities and deferred credits 164 95,444 750 — 96,358 Deferred tax liabilities, net — 167,521 — (26,894 ) 140,627 Total 164 641,438 750 (26,894 ) 615,458 Shareholders’ equity 486,232 589,364 56,508 (645,872 ) 486,232 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 740,547 $ 2,691,967 $ 61,692 $ (924,191 ) $ 2,570,015 Condensed Consolidating Balance Sheets December 31, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 69,420 $ 203,406 $ 8,676 $ — $ 281,502 Restricted cash — 5,000 — — 5,000 Short-term investments — 278,545 — — 278,545 Accounts receivable, net 61 81,248 625 (211 ) 81,723 Spare parts and supplies, net — 19,164 — — 19,164 Prepaid expenses and other 7 74,948 95 — 75,050 Total 69,488 662,311 9,396 (211 ) 740,984 Property and equipment at cost — 1,927,126 58,126 — 1,985,252 Less accumulated depreciation and amortization — (427,315 ) (5,195 ) — (432,510 ) Property and equipment, net — 1,499,811 52,931 — 1,552,742 Long-term prepayments and other — 70,373 500 — 70,873 Deferred tax assets, net 26,059 — — (26,059 ) — Goodwill and other intangible assets, net — 125,323 — — 125,323 Intercompany receivable — 242,248 — (242,248 ) — Investment in consolidated subsidiaries 596,570 — — (596,570 ) — TOTAL ASSETS $ 692,117 $ 2,600,066 $ 62,827 $ (865,088 ) $ 2,489,922 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 755 $ 100,007 $ 759 $ (211 ) $ 101,310 Air traffic liability — 427,302 3,464 — 430,766 Other accrued liabilities 530 159,583 145 — 160,258 Current maturities of long-term debt, less discount, and capital lease obligations 288 74,153 — — 74,441 Total 1,573 761,045 4,368 (211 ) 766,775 Long-term debt and capital lease obligations — 677,915 — — 677,915 Intercompany payable 242,248 — — (242,248 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 372,700 — — 372,700 Other liabilities and deferred credits 2,234 86,861 750 — 89,845 Deferred tax liabilities, net — 162,684 — (26,059 ) 136,625 Total 2,234 622,245 750 (26,059 ) 599,170 Shareholders’ equity 446,062 538,861 57,709 (596,570 ) 446,062 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 692,117 $ 2,600,066 $ 62,827 $ (865,088 ) $ 2,489,922 Condensed Consolidating Statements of Cash Flows Three months ended March 31, 2016 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (1,387 ) $ 200,071 $ (179 ) $ — $ 198,505 Cash Flows From Investing Activities: Net payments to affiliates — (3,314 ) — 3,314 — Additions to property and equipment, including pre-delivery deposits — (29,490 ) (527 ) — (30,017 ) Proceeds from purchase assignment and leaseback transaction — 31,851 — — 31,851 Proceeds from disposition of property and equipment — — — — — Purchases of investments — (54,748 ) — — (54,748 ) Sales of investments — 53,320 — — 53,320 Net cash provided by (used in) investing activities — (2,381 ) (527 ) 3,314 406 Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (82,303 ) — — (82,303 ) Repurchases and redemptions of convertible notes (1,426 ) — — — (1,426 ) Net payments from affiliates 3,314 — — (3,314 ) — Repurchases of common stock (2,464 ) — — — (2,464 ) Other 148 (5,455 ) — — (5,307 ) Net cash used in financing activities (428 ) (87,758 ) — (3,314 ) (91,500 ) Net increase (decrease) in cash and cash equivalents (1,815 ) 109,932 (706 ) — 107,411 Cash and cash equivalents - Beginning of Period 69,420 203,406 8,676 — 281,502 Cash and cash equivalents - End of Period $ 67,605 $ 313,338 $ 7,970 $ — $ 388,913 Condensed Consolidating Statements of Cash Flows Three months ended March 31, 2015 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (877 ) $ 161,838 $ 727 $ — $ 161,688 Cash Flows From Investing Activities: Net payments to affiliates — (143,078 ) — 143,078 — Additions to property and equipment, including pre-delivery deposits — (49,622 ) (11 ) — (49,633 ) Proceeds from purchase assignment and leaseback transaction — 37,797 — — 37,797 Net proceeds from disposition of property and equipment — 908 — — 908 Purchases of investments — (66,125 ) — — (66,125 ) Sales of investments — 63,640 — — 63,640 Net cash used in investing activities — (156,480 ) (11 ) 143,078 (13,413 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (28,459 ) — — (28,459 ) Repurchase of convertible notes (156,464 ) — — — (156,464 ) Net payments from affiliates 143,078 — — (143,078 ) — Other 87 (1,410 ) — — (1,323 ) Net cash used in financing activities (13,299 ) (29,869 ) — (143,078 ) (186,246 ) Net increase (decrease) in cash and cash equivalents (14,176 ) (24,511 ) 716 — (37,971 ) Cash and cash equivalents - Beginning of Period 79,532 179,676 4,879 — 264,087 Cash and cash equivalents - End of Period $ 65,356 $ 155,165 $ 5,595 $ — $ 226,116 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, 2015 . 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. Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |