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 14 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 14 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, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 612,543 $ 1,746 $ (104 ) $ 614,185 Operating Expenses: Wages and benefits — 151,053 — — 151,053 Aircraft fuel, including taxes and delivery — 103,538 — — 103,538 Maintenance materials and repairs — 57,293 2,111 — 59,404 Aircraft and passenger servicing — 33,458 — — 33,458 Commissions and other selling 6 33,207 19 (46 ) 33,186 Aircraft rent — 33,135 — — 33,135 Other rentals and landing fees — 28,336 — — 28,336 Depreciation and amortization — 26,517 951 — 27,468 Purchased services 106 26,354 192 (15 ) 26,637 Special charges — 18,679 — — 18,679 Other 1,152 30,453 435 (43 ) 31,997 Total 1,264 542,023 3,708 (104 ) 546,891 Operating Income (Loss) (1,264 ) 70,520 (1,962 ) — 67,294 Nonoperating Income (Expense): Undistributed net income of subsidiaries 37,002 — — (37,002 ) — Interest expense and amortization of debt discounts and issuance costs — (8,003 ) — — (8,003 ) Other components of net periodic pension cost — (4,751 ) — — (4,751 ) Interest income 70 1,082 — — 1,152 Capitalized interest — 1,760 — — 1,760 Losses on fuel derivatives — (8,798 ) — — (8,798 ) Other, net — 2,828 — — 2,828 Total 37,072 (15,882 ) — (37,002 ) (15,812 ) Income (Loss) Before Income Taxes 35,808 54,638 (1,962 ) (37,002 ) 51,482 Income tax expense (benefit) (1,104 ) 15,674 — — 14,570 Net Income (Loss) $ 36,912 $ 38,964 $ (1,962 ) $ (37,002 ) $ 36,912 Comprehensive Income (Loss) $ 31,369 $ 33,421 $ (1,962 ) $ (31,459 ) $ 31,369 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 — 128,561 — — 128,561 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 1,362 450,621 2,364 (117 ) 454,230 Operating Income (Loss) (1,362 ) 99,513 (1,201 ) — 96,950 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 ) Other components of net periodic pension cost — (5,082 ) — — (5,082 ) 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 (14,022 ) — (51,816 ) (13,846 ) 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 Balance Sheets March 31, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 68,070 $ 391,405 $ 7,314 $ — $ 466,789 Restricted cash — 1,000 — — 1,000 Short-term investments — 273,700 — 273,700 Accounts receivable, net 28 103,073 1,693 (309 ) 104,485 Spare parts and supplies, net — 18,622 — — 18,622 Prepaid expenses and other 106 49,072 265 — 49,443 Total 68,204 836,872 9,272 (309 ) 914,039 Property and equipment at cost — 2,089,033 70,731 — 2,159,764 Less accumulated depreciation and amortization — (471,416 ) (9,198 ) — (480,614 ) Property and equipment, net — 1,617,617 61,533 — 1,679,150 Long-term prepayments and other — 126,231 — — 126,231 Deferred tax assets, net 29,861 — — (29,861 ) — Goodwill and other intangible assets, net — 121,237 1,502 — 122,739 Intercompany receivable — 290,111 — (290,111 ) — Investment in consolidated subsidiaries 887,587 — — (887,587 ) — TOTAL ASSETS $ 985,652 $ 2,992,068 $ 72,307 $ (1,207,868 ) $ 2,842,159 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 524 $ 121,240 $ 2,805 $ (309 ) $ 124,260 Air traffic liability — 602,352 4,044 — 606,396 Other accrued liabilities 487 176,150 263 — 176,900 Current maturities of long-term debt, less discount, and capital lease obligations — 58,359 — — 58,359 Total 1,011 958,101 7,112 (309 ) 965,915 Long-term debt and capital lease obligations — 477,169 — — 477,169 Intercompany payable 278,928 — 11,183 (290,111 ) — Other liabilities and deferred credits: 0 Accumulated pension and other postretirement benefit obligations — 355,074 — — 355,074 Other liabilities and deferred credits — 170,398 834 171,232 Deferred tax liabilities, net — 196,917 — (29,861 ) 167,056 Total — 722,389 834 (29,861 ) 693,362 Shareholders’ equity 705,713 834,409 53,178 (887,587 ) 705,713 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 985,652 $ 2,992,068 $ 72,307 $ (1,207,868 ) $ 2,842,159 Condensed Consolidating Balance Sheets December 31, 2016 Parent Issuer / Subsidiary Non-Guarantor 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 postretirement 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 Three months ended March 31, 2017 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (1,102 ) $ 210,250 $ (199 ) $ 208,949 Cash Flows From Investing Activities: Net payments to affiliates — (1,495 ) — 1,495 — Additions to property and equipment, including pre-delivery deposits — (52,266 ) (864 ) — (53,130 ) Purchases of investments — (68,155 ) — — (68,155 ) Sales of investments — 78,301 — — 78,301 Net cash used in investing activities — (43,615 ) (864 ) 1,495 (42,984 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (21,872 ) — — (21,872 ) Net payments from affiliates 1,495 — — (1,495 ) — Other 48 (7,343 ) — — (7,295 ) Net cash provided by (used in) financing activities 1,543 (29,215 ) — (1,495 ) (29,167 ) Net increase (decrease) in cash and cash equivalents 441 137,420 (1,063 ) — 136,798 Cash, cash equivalents, & restricted cash - Beginning of Period 67,629 254,985 8,377 — 330,991 Cash, cash equivalents, & restricted cash - End of Period $ 68,070 $ 392,405 $ 7,314 $ — $ 467,789 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 Net 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 ) Repurchase 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, cash equivalents, & restricted cash - Beginning of Period 69,420 208,406 8,676 — 286,502 Cash, cash equivalents, & restricted cash - End of Period $ 67,605 $ 318,338 $ 7,970 $ — $ 393,913 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |