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 13 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 13 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 June 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 593,161 $ 1,515 $ (86 ) $ 594,590 Operating Expenses: Aircraft fuel, including taxes and delivery — 83,798 — — 83,798 Wages and benefits — 135,883 — — 135,883 Aircraft rent — 30,066 — — 30,066 Maintenance materials and repairs — 53,941 644 — 54,585 Aircraft and passenger servicing — 30,723 — — 30,723 Commissions and other selling — 31,437 21 (33 ) 31,425 Depreciation and amortization — 26,241 747 — 26,988 Other rentals and landing fees — 24,978 — — 24,978 Purchased services 52 24,319 187 (15 ) 24,543 Other 1,461 30,978 330 (38 ) 32,731 Total 1,513 472,364 1,929 (86 ) 475,720 Operating Income (Loss) (1,513 ) 120,797 (414 ) — 118,870 Nonoperating Income (Expense): Undistributed net income of subsidiaries 80,326 — — (80,326 ) — Interest expense and amortization of debt discounts and issuance costs — (8,910 ) — — (8,910 ) Interest income 65 1,022 — — 1,087 Capitalized interest — 463 — — 463 Gains on fuel derivatives — 21,087 — — 21,087 Loss on extinguishment of debt — (6,643 ) — — (6,643 ) Other, net — 2,686 — — 2,686 Total 80,391 9,705 — (80,326 ) 9,770 Income (Loss) Before Income Taxes 78,878 130,502 (414 ) (80,326 ) 128,640 Income tax expense (benefit) (692 ) 49,762 — — 49,070 Net Income (Loss) $ 79,570 $ 80,740 $ (414 ) $ (80,326 ) $ 79,570 Comprehensive Income (Loss) $ 73,869 $ 75,039 $ (414 ) $ (74,625 ) $ 73,869 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended June 30, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 570,254 $ 1,168 $ (127 ) $ 571,295 Operating Expenses: Aircraft fuel, including taxes and delivery — 112,519 — — 112,519 Wages and benefits — 123,977 — — 123,977 Aircraft rent — 28,817 — — 28,817 Maintenance materials and repairs — 56,555 516 — 57,071 Aircraft and passenger servicing — 29,348 — — 29,348 Commissions and other selling — 30,505 19 (40 ) 30,484 Depreciation and amortization — 26,790 747 — 27,537 Other rentals and landing fees — 23,248 — — 23,248 Purchased services 99 19,736 22 (15 ) 19,842 Other 1,153 25,686 269 (72 ) 27,036 Total 1,252 477,181 1,573 (127 ) 479,879 Operating Income (Loss) (1,252 ) 93,073 (405 ) — 91,416 Nonoperating Income (Expense): Undistributed net income of subsidiaries 49,759 — — (49,759 ) — Interest expense and amortization of debt discounts and issuance costs (156 ) (13,562 ) — — (13,718 ) Interest income 53 672 — — 725 Capitalized interest — 975 — — 975 Gains on fuel derivatives — 2,026 — — 2,026 Loss on extinguishment of debt (287 ) — — — (287 ) Other, net — (1,876 ) — — (1,876 ) Total 49,369 (11,765 ) — (49,759 ) (12,155 ) Income (Loss) Before Income Taxes 48,117 81,308 (405 ) (49,759 ) 79,261 Income tax expense (benefit) (717 ) 31,144 — — 30,427 Net Income (Loss) $ 48,834 $ 50,164 $ (405 ) $ (49,759 ) $ 48,834 Comprehensive Income (Loss) $ 48,934 $ 50,264 $ (405 ) $ (49,859 ) $ 48,934 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six months ended June 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,143,295 $ 2,678 $ (203 ) $ 1,145,770 Operating Expenses: Aircraft fuel, including taxes and delivery — 153,698 — — 153,698 Wages and benefits — 269,526 — — 269,526 Aircraft rent — 59,454 — — 59,454 Maintenance materials and repairs — 113,041 2,048 — 115,089 Aircraft and passenger servicing — 59,274 — — 59,274 Commissions and other selling 1 64,489 37 (71 ) 64,456 Depreciation and amortization — 52,640 1,494 — 54,134 Other rentals and landing fees — 49,412 — — 49,412 Purchased services 87 46,959 259 (30 ) 47,275 Other 2,787 59,574 455 (102 ) 62,714 Total 2,875 928,067 4,293 (203 ) 935,032 Operating Income (Loss) (2,875 ) 215,228 (1,615 ) — 210,738 Nonoperating Income (Expense): Undistributed net income of subsidiaries 132,142 — — (132,142 ) — Interest expense and amortization of debt discounts and issuance costs 117 (20,031 ) — — (19,914 ) Interest income 124 1,807 — — 1,931 Capitalized interest — 688 — — 688 Gains on fuel derivatives — 19,022 — — 19,022 Loss on extinguishment of debt — (9,993 ) — — (9,993 ) Other, net — 9,272 — — 9,272 Total 132,383 765 — (132,142 ) 1,006 Income (Loss) Before Income Taxes 129,508 215,993 (1,615 ) (132,142 ) 211,744 Income tax expense (benefit) (1,528 ) 82,236 — — 80,708 Net Income (Loss) $ 131,036 $ 133,757 $ (1,615 ) $ (132,142 ) $ 131,036 Comprehensive Income (Loss) $ 118,566 $ 121,287 $ (1,615 ) $ (119,672 ) $ 118,566 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six months ended June 30, 2015 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,109,461 $ 2,341 $ (227 ) $ 1,111,575 Operating Expenses: Aircraft fuel, including taxes and delivery — 223,846 — — 223,846 Wages and benefits — 243,991 — — 243,991 Aircraft rent — 57,188 — — 57,188 Maintenance materials and repairs — 111,468 848 — 112,316 Aircraft and passenger servicing — 57,664 — — 57,664 Commissions and other selling 4 60,946 31 (69 ) 60,912 Depreciation and amortization — 51,222 1,494 — 52,716 Other rentals and landing fees — 46,079 — — 46,079 Purchased services 99 40,975 22 (15 ) 41,081 Other 3,138 49,768 439 (143 ) 53,202 Total 3,241 943,147 2,834 (227 ) 948,995 Operating Income (Loss) (3,241 ) 166,314 (493 ) — 162,580 Nonoperating Income (Expense): Undistributed net income of subsidiaries 82,322 — — (82,322 ) — Interest expense and amortization of debt discounts and issuance costs (1,592 ) (27,644 ) — — (29,236 ) Interest income 109 1,252 — — 1,361 Capitalized interest — 2,268 — — 2,268 Losses on fuel derivatives — (3,661 ) — — (3,661 ) Loss on extinguishment of debt (7,242 ) — — — (7,242 ) Other, net — (4,810 ) — — (4,810 ) Total 73,597 (32,595 ) — (82,322 ) (41,320 ) Income (Loss) Before Income Taxes 70,356 133,719 (493 ) (82,322 ) 121,260 Income tax expense (benefit) (4,361 ) 50,904 — — 46,543 Net Income (Loss) $ 74,717 $ 82,815 $ (493 ) $ (82,322 ) $ 74,717 Comprehensive Income (Loss) $ 75,977 $ 84,075 $ (493 ) $ (83,582 ) $ 75,977 Condensed Consolidating Balance Sheets June 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 70,966 $ 277,558 $ 6,943 $ — $ 355,467 Restricted cash — 5,000 — — 5,000 Short-term investments — 266,345 — 266,345 Accounts receivable, net 61 92,840 759 (228 ) 93,432 Spare parts and supplies, net — 18,150 — — 18,150 Prepaid expenses and other 141 53,374 273 — 53,788 Total 71,168 713,267 7,975 (228 ) 792,182 Property and equipment at cost — 1,982,280 70,159 — 2,052,439 Less accumulated depreciation and amortization — (470,927 ) (6,688 ) — (477,615 ) Property and equipment, net — 1,511,353 63,471 — 1,574,824 Long-term prepayments and other — 69,792 — — 69,792 Deferred tax assets, net 27,587 — — (27,587 ) — Goodwill and other intangible assets, net — 124,039 500 — 124,539 Intercompany receivable — 277,268 — (277,268 ) — Investment in consolidated subsidiaries 736,215 — — (736,215 ) — TOTAL ASSETS $ 834,970 $ 2,695,719 $ 71,946 $ (1,041,298 ) $ 2,561,337 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 411 $ 113,733 $ 480 $ (228 ) $ 114,396 Air traffic liability — 554,638 3,213 — 557,851 Other accrued liabilities 2,048 119,425 302 — 121,775 Current maturities of long-term debt, less discount, and capital lease obligations — 58,352 — — 58,352 Total 2,459 846,148 3,995 (228 ) 852,374 Long-term debt and capital lease obligations — 527,625 — — 527,625 Intercompany payable 266,235 — 11,033 (277,268 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 373,572 — — 373,572 Other liabilities and deferred credits 164 99,417 824 100,405 Deferred tax liabilities, net — 168,836 — (27,587 ) 141,249 Total 164 641,825 824 (27,587 ) 615,226 Shareholders’ equity 566,112 680,121 56,094 (736,215 ) 566,112 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 834,970 $ 2,695,719 $ 71,946 $ (1,041,298 ) $ 2,561,337 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 Six months ended June 30, 2016 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (2,995 ) $ 289,193 $ (732 ) $ 285,466 Cash Flows From Investing Activities: Net payments to affiliates — (26,686 ) — 26,686 — Additions to property and equipment, including pre-delivery deposits — (58,257 ) (12,034 ) (70,291 ) Proceeds from purchase assignment and leaseback transaction 31,851 31,851 Proceeds from disposition of property and equipment — — — — Purchases of investments — (138,235 ) (138,235 ) Sales of investments — 150,651 150,651 Net cash used in investing activities — (40,676 ) (12,034 ) 26,686 (26,024 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (183,607 ) (183,607 ) Repurchases and redemptions of convertible notes (1,426 ) — — — (1,426 ) Net payments from affiliates 15,653 — 11,033 (26,686 ) — Repurchases of common stock (10,075 ) — — — (10,075 ) Excess tax benefit from equity awards — 17,259 — — 17,259 Other 389 (8,017 ) — — (7,628 ) Net cash provided by (used in) financing activities 4,541 (174,365 ) 11,033 (26,686 ) (185,477 ) Net increase (decrease) in cash and cash equivalents 1,546 74,152 (1,733 ) — 73,965 Cash and cash equivalents - Beginning of Period 69,420 203,406 8,676 — 281,502 Cash and cash equivalents - End of Period $ 70,966 $ 277,558 $ 6,943 $ — $ 355,467 Condensed Consolidating Statements of Cash Flows Six months ended June 30, 2015 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (2,349 ) $ 299,009 $ 860 $ — $ 297,520 Cash Flows From Investing Activities: Net payments to affiliates (25,000 ) (170,209 ) — 195,209 — Additions to property and equipment, including pre-delivery deposits — (65,500 ) (7,402 ) — (72,902 ) Proceeds from purchase assignment and leaseback transaction — 86,033 — — 86,033 Net proceeds from disposition of property and equipment — 3,458 55 — 3,513 Purchases of investments — (115,218 ) — — (115,218 ) Sales of investments — 112,886 — — 112,886 Net cash provided by (used in) investing activities (25,000 ) (148,550 ) (7,347 ) 195,209 14,312 Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (43,460 ) — — (43,460 ) Repurchase of convertible notes (168,407 ) — — — (168,407 ) Net payments from affiliates 170,209 — 25,000 (195,209 ) — Repurchases of Common Stock (17,621 ) — — — (17,621 ) Other 459 (2,108 ) — — (1,649 ) Net cash provided by (used in) financing activities (15,360 ) (45,568 ) 25,000 (195,209 ) (231,137 ) Net increase (decrease) in cash and cash equivalents (42,709 ) 104,891 18,513 — 80,695 Cash and cash equivalents - Beginning of Period 79,532 179,676 4,879 — 264,087 Cash and cash equivalents - End of Period $ 36,823 $ 284,567 $ 23,392 $ — $ 344,782 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. |