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 September 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 670,115 $ 1,800 $ (78 ) $ 671,837 Operating Expenses: Aircraft fuel, including taxes and delivery — 94,818 — — 94,818 Wages and benefits — 141,410 — — 141,410 Aircraft rent — 32,891 — — 32,891 Maintenance materials and repairs — 51,354 458 — 51,812 Aircraft and passenger servicing — 33,971 — — 33,971 Commissions and other selling — 29,494 15 (29 ) 29,480 Depreciation and amortization — 26,496 999 — 27,495 Other rentals and landing fees — 28,926 — — 28,926 Purchased services 34 25,404 191 (15 ) 25,614 Other 1,348 29,807 444 (34 ) 31,565 Total 1,382 494,571 2,107 (78 ) 497,982 Operating Income (Loss) (1,382 ) 175,544 (307 ) — 173,855 Nonoperating Income (Expense): Undistributed net income of subsidiaries 103,211 — — (103,211 ) — Interest expense and amortization of debt discounts and issuance costs — (8,539 ) — — (8,539 ) Interest income 71 1,042 — — 1,113 Capitalized interest — 719 — — 719 Losses on fuel derivatives — (3,601 ) — — (3,601 ) Loss on extinguishment of debt — — — — — Other, net — 612 — — 612 Total 103,282 (9,767 ) — (103,211 ) (9,696 ) Income (Loss) Before Income Taxes 101,900 165,777 (307 ) (103,211 ) 164,159 Income tax expense (benefit) (554 ) 62,259 — — 61,705 Net Income (Loss) $ 102,454 $ 103,518 $ (307 ) $ (103,211 ) $ 102,454 Comprehensive Income (Loss) $ 101,643 $ 102,707 $ (307 ) $ (102,400 ) $ 101,643 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 Purchased services 32 19,417 25 (16 ) 19,458 Other 1,478 27,457 223 (40 ) 29,118 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) Nine months ended September 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,813,410 $ 4,478 $ (281 ) $ 1,817,607 Operating Expenses: Aircraft fuel, including taxes and delivery — 248,516 — 248,516 Wages and benefits — 410,936 — 410,936 Aircraft rent — 92,345 — 92,345 Maintenance materials and repairs — 164,395 2,506 166,901 Aircraft and passenger servicing — 93,245 — 93,245 Commissions and other selling 1 93,983 52 (100 ) 93,936 Depreciation and amortization — 79,136 2,493 81,629 Other rentals and landing fees — 78,338 — 78,338 Purchased services 121 72,363 450 (45 ) 72,889 Other 4,135 89,381 899 (136 ) 94,279 Total 4,257 1,422,638 6,400 (281 ) 1,433,014 Operating Income (Loss) (4,257 ) 390,772 (1,922 ) — 384,593 Nonoperating Income (Expense): Undistributed net income of subsidiaries 235,353 — — (235,353 ) — Interest expense and amortization of debt discounts and issuance costs 117 (28,570 ) — (28,453 ) Interest income 195 2,849 — 3,044 Capitalized interest — 1,407 — 1,407 Gains on fuel derivatives — 15,421 — 15,421 Loss on extinguishment of debt — (9,993 ) — (9,993 ) Other, net — 9,884 — 9,884 Total 235,665 (9,002 ) — (235,353 ) (8,690 ) Income (Loss) Before Income Taxes 231,408 381,770 (1,922 ) (235,353 ) 375,903 Income tax expense (benefit) (2,082 ) 144,495 — — 142,413 Net Income (Loss) $ 233,490 $ 237,275 $ (1,922 ) $ (235,353 ) $ 233,490 Comprehensive Income (Loss) $ 220,209 $ 223,994 $ (1,922 ) $ (222,072 ) $ 220,209 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 Purchased services 920 59,599 68 (47 ) 60,540 Other 3,827 78,018 641 (167 ) 82,319 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 Balance Sheets September 30, 2016 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 67,381 $ 330,326 $ 8,006 $ — $ 405,713 Restricted cash — 5,000 — — 5,000 Short-term investments — 287,995 — 287,995 Accounts receivable, net 61 84,980 528 (181 ) 85,388 Spare parts and supplies, net — 18,238 — — 18,238 Prepaid expenses and other 84 57,688 146 — 57,918 Total 67,526 784,227 8,680 (181 ) 860,252 Property and equipment at cost — 2,006,345 68,803 — 2,075,148 Less accumulated depreciation and amortization — (486,588 ) (7,533 ) — (494,121 ) Property and equipment, net — 1,519,757 61,270 — 1,581,027 Long-term prepayments and other — 67,468 — — 67,468 Deferred tax assets, net 28,141 — — (28,141 ) — Goodwill and other intangible assets, net — 123,655 1,734 — 125,389 Intercompany receivable — 277,511 — (277,511 ) — Investment in consolidated subsidiaries 840,109 — — (840,109 ) — TOTAL ASSETS $ 935,776 $ 2,772,618 $ 71,684 $ (1,145,942 ) $ 2,634,136 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 476 $ 106,520 $ 641 $ (181 ) $ 107,456 Air traffic liability — 512,271 3,117 — 515,388 Other accrued liabilities 2,974 147,598 276 — 150,848 Current maturities of long-term debt, less discount, and capital lease obligations — 58,349 — — 58,349 Total 3,450 824,738 4,034 (181 ) 832,041 Long-term debt and capital lease obligations — 506,328 — — 506,328 Intercompany payable 266,478 — 11,033 (277,511 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 363,732 — — 363,732 Other liabilities and deferred credits 164 99,680 830 100,674 Deferred tax liabilities, net — 193,818 — (28,141 ) 165,677 Total 164 657,230 830 (28,141 ) 630,083 Shareholders’ equity 665,684 784,322 55,787 (840,109 ) 665,684 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 935,776 $ 2,772,618 $ 71,684 $ (1,145,942 ) $ 2,634,136 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 Nine months ended September 30, 2016 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (4,036 ) $ 420,981 $ 362 $ 417,307 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 Proceeds from disposition of property and equipment — — — — 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 ) Repurchases and redemptions 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 ) Excess tax benefit from equity awards — 17,615 — — 17,615 Other 423 (8,125 ) — (7,702 ) Net cash provided by (used in) financing activities 1,997 (196,042 ) 11,033 (27,796 ) (210,808 ) Net increase (decrease) in cash and cash equivalents (2,039 ) 126,920 (670 ) — 124,211 Cash and cash equivalents - Beginning of Period 69,420 203,406 8,676 — 281,502 Cash and cash equivalents - End of Period $ 67,381 $ 330,326 $ 8,006 $ — $ 405,713 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 Net 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 ) Repurchase 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 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. |