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. The Company's condensed consolidating financial statements are presented in the following tables: Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended September 30, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 717,812 $ 1,853 $ (106 ) $ 719,559 Operating Expenses: Wages and benefits — 161,059 — — 161,059 Aircraft fuel, including taxes and delivery — 110,111 — — 110,111 Maintenance materials and repairs — 48,987 409 — 49,396 Aircraft and passenger servicing — 36,360 — — 36,360 Commissions and other selling 18 32,924 19 (31 ) 32,930 Aircraft rent — 35,090 105 — 35,195 Other rentals and landing fees — 30,989 — — 30,989 Depreciation and amortization — 27,491 956 — 28,447 Purchased services 117 24,428 206 (15 ) 24,736 Other 1,498 34,678 469 (60 ) 36,585 Total 1,633 542,117 2,164 (106 ) 545,808 Operating Income (Loss) (1,633 ) 175,695 (311 ) — 173,751 Nonoperating Income (Expense): Undistributed net income of subsidiaries 75,469 — — (75,469 ) — Other nonoperating special items — (50,202 ) — — (50,202 ) Interest expense and amortization of debt discounts and issuance costs — (7,578 ) — — (7,578 ) Other components of net periodic pension cost — (3,792 ) — — (3,792 ) Interest income 76 1,785 — — 1,861 Capitalized interest — 2,416 — — 2,416 Gains on fuel derivatives — 3,282 — — 3,282 Other, net — (100 ) — — (100 ) Total 75,545 (54,189 ) — (75,469 ) (54,113 ) Income (Loss) Before Income Taxes 73,912 121,506 (311 ) (75,469 ) 119,638 Income tax expense (benefit) (654 ) 45,726 — — 45,072 Net Income (Loss) $ 74,566 $ 75,780 $ (311 ) $ (75,469 ) $ 74,566 Comprehensive Income (Loss) $ 99,352 $ 100,566 $ (311 ) $ (100,255 ) $ 99,352 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 — 136,356 — — 136,356 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 1,382 489,517 2,107 (78 ) 492,928 Operating Income (Loss) (1,382 ) 180,598 (307 ) — 178,909 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 ) Other components of net periodic pension cost — (5,054 ) — — (5,054 ) 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 (14,821 ) — (103,211 ) (14,750 ) 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) Nine months ended September 30, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,003,961 $ 5,436 $ (318 ) $ 2,009,079 Operating Expenses: Aircraft fuel, including taxes and delivery — 316,423 — — 316,423 Wages and benefits — 466,772 — — 466,772 Aircraft rent — 102,408 475 — 102,883 Maintenance materials and repairs — 158,417 2,949 — 161,366 Aircraft and passenger servicing — 104,569 — — 104,569 Commissions and other selling 42 98,677 57 (108 ) 98,668 Depreciation and amortization — 80,927 2,860 — 83,787 Other rentals and landing fees — 86,763 — — 86,763 Purchased services 400 78,428 645 (45 ) 79,428 Special items — 23,450 — — 23,450 Other 3,958 96,132 1,451 (165 ) 101,376 Total 4,400 1,612,966 8,437 (318 ) 1,625,485 Operating Income (Loss) (4,400 ) 390,995 (3,001 ) — 383,594 Nonoperating Income (Expense): Undistributed net income of subsidiaries 193,581 — — (193,581 ) — Other nonoperating special items — (50,202 ) — — (50,202 ) Interest expense and amortization of debt discounts and issuance costs — (23,292 ) — — (23,292 ) Other components of net periodic pension cost — (13,293 ) — — (13,293 ) Interest income 216 4,264 — — 4,480 Capitalized interest — 6,258 — — 6,258 Losses on fuel derivatives — (10,228 ) — — (10,228 ) Loss on extinguishment of debt — — — — — Other, net — 3,161 — — 3,161 Total 193,797 (83,332 ) — (193,581 ) (83,116 ) Income (Loss) Before Income Taxes 189,397 307,663 (3,001 ) (193,581 ) 300,478 Income tax expense (benefit) (2,514 ) 111,081 — — 108,567 Net Income (Loss) $ 191,911 $ 196,582 $ (3,001 ) $ (193,581 ) $ 191,911 Comprehensive Income (Loss) $ 213,837 $ 218,508 $ (3,001 ) $ (215,507 ) $ 213,837 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 — 395,718 — — 395,718 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 1,407,420 6,400 (281 ) 1,417,796 Operating Income (Loss) (4,257 ) 405,990 (1,922 ) — 399,811 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 ) Other components of net periodic pension cost — (15,218 ) — — (15,218 ) 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 (24,220 ) — (235,353 ) (23,908 ) 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 Balance Sheets September 30, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 63,745 $ 279,055 $ 5,249 $ — $ 348,049 Restricted cash — 1,000 — — 1,000 Short-term investments — 270,697 — — 270,697 Accounts receivable, net 29 117,103 1,687 (197 ) 118,622 Spare parts and supplies, net — 26,560 — — 26,560 Prepaid expenses and other 145 56,409 229 — 56,783 Total 63,919 750,824 7,165 (197 ) 821,711 Property and equipment at cost — 2,214,015 73,895 — 2,287,910 Less accumulated depreciation and amortization — (523,089 ) (10,875 ) — (533,964 ) Property and equipment, net — 1,690,926 63,020 — 1,753,946 Long-term prepayments and other — 124,874 52 — 124,926 Deferred tax assets, net 31,271 — — (31,271 ) — Goodwill and other intangible assets, net — 120,839 1,271 — 122,110 Intercompany receivable — 342,113 — (342,113 ) — Investment in consolidated subsidiaries 1,077,365 — — (1,077,365 ) — TOTAL ASSETS $ 1,172,555 $ 3,029,576 $ 71,508 $ (1,450,946 ) $ 2,822,693 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 703 $ 117,454 $ 850 $ (197 ) $ 118,810 Air traffic liability — 569,638 3,735 — 573,373 Other accrued liabilities 131 157,383 246 — 157,760 Current maturities of long-term debt, less discount, and capital lease obligations — 58,585 — — 58,585 Total 834 903,060 4,831 (197 ) 908,528 Long-term debt and capital lease obligations — 447,533 — — 447,533 Intercompany payable 330,930 — 11,183 (342,113 ) — Other liabilities and deferred credits: =sum(C32:I32) Accumulated pension and other post-retirement benefit obligations — 234,206 — — 234,206 Other liabilities and deferred credits — 171,937 855 — 172,792 Deferred tax liabilities, net — 250,114 — (31,271 ) 218,843 Total — 656,257 855 (31,271 ) 625,841 Shareholders’ equity 840,791 1,022,726 54,639 (1,077,365 ) 840,791 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,172,555 $ 3,029,576 $ 71,508 $ (1,450,946 ) $ 2,822,693 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 post-retirement 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 Nine months ended September 30, 2017 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (3,491 ) $ 300,820 $ (1,852 ) $ — $ 295,477 Cash Flows From Investing Activities: Net payments to affiliates (2,500 ) (52,507 ) — 55,007 — Additions to property and equipment, including pre-delivery deposits — (208,759 ) (3,776 ) — (212,535 ) Proceeds from disposition of property and equipment — 33,511 — — 33,511 Purchases of investments — (171,485 ) — — (171,485 ) Sales of investments — 183,930 — — 183,930 Net cash used in investing activities (2,500 ) (215,310 ) (3,776 ) 55,007 (166,579 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (52,463 ) — — (52,463 ) Net payments from affiliates 52,507 — 2,500 (55,007 ) — Repurchases of common stock (50,486 ) — — — (50,486 ) Other 86 (7,977 ) — — (7,891 ) Net cash provided by (used in) financing activities 2,107 (60,440 ) 2,500 (55,007 ) (110,840 ) Net increase (decrease) in cash and cash equivalents (3,884 ) 25,070 (3,128 ) — 18,058 Cash, cash equivalents, & restricted cash - Beginning of Period 67,629 254,985 8,377 — 330,991 Cash, cash equivalents, & restricted cash - End of Period $ 63,745 $ 280,055 $ 5,249 $ — $ 349,049 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 ) $ 438,596 $ 362 $ — $ 434,922 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 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 ) Repurchase 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 ) Other 423 (8,125 ) — — (7,702 ) Net cash provided by (used in) financing activities 1,997 (213,657 ) 11,033 (27,796 ) (228,423 ) Net increase (decrease) in cash and cash equivalents (2,039 ) 126,920 (670 ) — 124,211 Cash, cash equivalents, & restricted cash - Beginning of Period 69,420 208,406 8,676 — 286,502 Cash, cash equivalents, & restricted cash - End of Period $ 67,381 $ 335,326 $ 8,006 $ — $ 410,713 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |