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 16 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 16 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 June 30, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 713,127 $ 2,393 $ (73 ) $ 715,447 Operating Expenses: Wages and benefits — 171,555 — — 171,555 Aircraft fuel, including taxes and delivery — 153,026 — — 153,026 Maintenance materials and repairs — 59,468 1,502 — 60,970 Aircraft and passenger servicing — 38,626 — — 38,626 Commissions and other selling — 31,863 25 (35 ) 31,853 Aircraft rent — 29,865 — — 29,865 Other rentals and landing fees — 30,952 232 — 31,184 Depreciation and amortization — 31,902 1,017 — 32,919 Purchased services (2 ) 31,249 242 (15 ) 31,474 Other 2,099 37,435 1,536 (23 ) 41,047 Total 2,097 615,941 4,554 (73 ) 622,519 Operating Income (Loss) (2,097 ) 97,186 (2,161 ) — 92,928 Nonoperating Income (Expense): Undistributed net income of subsidiaries 81,099 — — (81,099 ) — Interest expense and amortization of debt discounts and issuance costs (3 ) (7,579 ) (45 ) — (7,627 ) Interest income 51 1,880 — — 1,931 Capitalized interest — 2,355 — — 2,355 Gains on fuel derivatives — 18,952 — — 18,952 Other, net — (2,752 ) — — (2,752 ) Total 81,147 12,856 (45 ) (81,099 ) 12,859 Income (Loss) Before Income Taxes 79,050 110,042 (2,206 ) (81,099 ) 105,787 Income tax expense (benefit) (430 ) 27,201 (464 ) — 26,307 Net Income (Loss) $ 79,480 $ 82,841 $ (1,742 ) $ (81,099 ) $ 79,480 Comprehensive Income (Loss) $ 89,424 $ 92,785 $ (1,742 ) $ (91,043 ) $ 89,424 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended June 30, 2017 (a) Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 668,387 $ 1,837 $ (108 ) $ 670,116 Operating Expenses: Aircraft fuel, including taxes and delivery — 102,774 — — 102,774 Wages and benefits — 154,660 — — 154,660 Aircraft rent — 34,183 370 — 34,553 Maintenance materials and repairs — 52,137 429 — 52,566 Aircraft and passenger servicing — 35,636 — — 35,636 Commissions and other selling 18 32,151 19 (26 ) 32,162 Depreciation and amortization — 26,919 953 — 27,872 Other rentals and landing fees — 27,438 — — 27,438 Purchased services 177 27,646 247 (15 ) 28,055 Special items — 4,771 — — 4,771 Other 1,308 31,001 547 (67 ) 32,789 Total 1,503 529,316 2,565 (108 ) 533,276 Operating Income (Loss) (1,503 ) 139,071 (728 ) — 136,840 Nonoperating Income (Expense): Undistributed net income of subsidiaries 77,574 — — (77,574 ) — Interest expense and amortization of debt discounts and issuance costs — (7,711 ) — — (7,711 ) Interest income 70 1,397 — — 1,467 Capitalized interest — 2,082 — — 2,082 Losses on fuel derivatives — (4,712 ) — — (4,712 ) Other, net — (4,317 ) — — (4,317 ) Total 77,644 (13,261 ) — (77,574 ) (13,191 ) Income (Loss) Before Income Taxes 76,141 125,810 (728 ) (77,574 ) 123,649 Income tax expense (benefit) (756 ) 47,511 — — 46,755 Net Income (Loss) $ 76,897 $ 78,299 $ (728 ) $ (77,574 ) $ 76,894 Comprehensive Income (Loss) $ 79,577 $ 80,985 $ (728 ) $ (80,257 ) $ 79,577 (a) Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . See Note 2 to Consolidated Financial Statements contained in Part I, Item 1 of this report for additional information. Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six months ended June 30, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,376,539 $ 4,520 $ (200 ) $ 1,380,859 Operating Expenses: Aircraft fuel, including taxes and delivery — 286,472 — — 286,472 Wages and benefits — 340,264 — — 340,264 Aircraft rent — 61,765 — — 61,765 Maintenance materials and repairs — 116,962 2,149 — 119,111 Aircraft and passenger servicing — 75,144 — — 75,144 Commissions and other selling (5 ) 63,821 45 (83 ) 63,778 Depreciation and amortization — 63,177 1,987 — 65,164 Other rentals and landing fees — 61,767 232 — 61,999 Purchased services 88 62,117 420 (30 ) 62,595 Contract termination expense — 35,322 — — 35,322 Other 3,680 74,558 1,901 (87 ) 80,052 Total 3,763 1,241,369 6,734 (200 ) 1,251,666 Operating Income (Loss) (3,763 ) 135,170 (2,214 ) — 129,193 Nonoperating Income (Expense): Undistributed net income of subsidiaries 110,909 — — (110,909 ) — Interest expense and amortization of debt discounts and issuance costs (3 ) (16,134 ) (45 ) — (16,182 ) Interest income 116 3,289 — — 3,405 Capitalized interest — 4,593 — — 4,593 Gains on fuel derivatives — 23,569 — — 23,569 Other, net (4 ) (1,697 ) 5 — (1,696 ) Total 111,018 13,620 (40 ) (110,909 ) 13,689 Income (Loss) Before Income Taxes 107,255 148,790 (2,254 ) (110,909 ) 142,882 Income tax expense (benefit) (767 ) 36,101 (474 ) — 34,860 Net Income (Loss) $ 108,022 $ 112,689 $ (1,780 ) $ (110,909 ) $ 108,022 Comprehensive Income (Loss) $ 110,775 $ 115,442 $ (1,780 ) $ (113,662 ) $ 110,775 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Six months ended June 30, 2017 (a) Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 1,272,954 $ 3,583 $ (212 ) $ 1,276,325 Operating Expenses: Aircraft fuel, including taxes and delivery — 206,312 — — 206,312 Wages and benefits — 305,713 — — 305,713 Aircraft rent — 67,318 370 — 67,688 Maintenance materials and repairs — 109,430 2,540 — 111,970 Aircraft and passenger servicing — 69,926 — — 69,926 Commissions and other selling 24 61,814 38 (72 ) 61,804 Depreciation and amortization — 53,436 1,904 — 55,340 Other rentals and landing fees — 55,774 — — 55,774 Purchased services 283 54,000 439 (30 ) 54,692 Special items — 23,450 — — 23,450 Other 2,460 61,454 982 (110 ) 64,786 Total 2,767 1,068,627 6,273 (212 ) 1,077,455 Operating Income (Loss) (2,767 ) 204,327 (2,690 ) — 198,870 Nonoperating Income (Expense): Undistributed net income of subsidiaries 111,306 — — (111,306 ) — Interest expense and amortization of debt discounts and issuance costs — (15,714 ) — — (15,714 ) Interest income 140 2,479 — — 2,619 Capitalized interest — 3,842 — — 3,842 Losses on fuel derivatives — (13,510 ) — — (13,510 ) Other, net — (6,240 ) — — (6,240 ) Total 111,446 (29,143 ) — (111,306 ) (29,003 ) Income (Loss) Before Income Taxes 108,679 175,184 (2,690 ) (111,306 ) 169,867 Income tax expense (benefit) (1,860 ) 61,187 — — 59,327 Net Income (Loss) $ 110,539 $ 113,997 $ (2,690 ) $ (111,306 ) $ 110,540 Comprehensive Income (Loss) $ 107,680 $ 111,136 $ (2,690 ) $ (108,446 ) $ 107,680 (a) Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . See Note 2 to Consolidated Financial Statements contained in Part I, Item 1 of this report for additional information. Condensed Consolidating Balance Sheets June 30, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 19,918 $ 306,679 $ 7,194 $ — $ 333,791 Restricted cash — 1,000 — — 1,000 Short-term investments — 259,313 — — 259,313 Accounts receivable, net 25 110,932 784 (248 ) 111,493 Spare parts and supplies, net — 36,387 — — 36,387 Prepaid expenses and other 181 99,056 78 — 99,315 Total 20,124 813,367 8,056 (248 ) 841,299 Property and equipment at cost — 2,610,253 88,344 — 2,698,597 Less accumulated depreciation and amortization — (598,700 ) (12,942 ) — (611,642 ) Property and equipment, net — 2,011,553 75,402 — 2,086,955 Long-term prepayments and other — 183,013 263 — 183,276 Deferred tax assets, net 33,086 — — (33,086 ) — Goodwill and other intangible assets, net — 120,407 924 — 121,331 Intercompany receivable — 405,270 — (405,270 ) — Investment in consolidated subsidiaries 1,261,977 — — (1,261,977 ) — TOTAL ASSETS $ 1,315,187 $ 3,533,610 $ 84,645 $ (1,700,581 ) $ 3,232,861 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,178 $ 150,294 $ 2,038 $ (248 ) $ 153,262 Air traffic liability — 707,724 4,345 — 712,069 Other accrued liabilities — 143,728 275 — 144,003 Current maturities of long-term debt, less discount, and capital lease obligations — 113,496 30 — 113,526 Total 1,178 1,115,242 6,688 (248 ) 1,122,860 Long-term debt and capital lease obligations — 573,831 4,622 — 578,453 Intercompany payable 393,962 — 11,308 (405,270 ) — Other liabilities and deferred credits: =sum(C32:I32) Accumulated pension and other post-retirement benefit obligations — 218,426 — — 218,426 Other liabilities and deferred credits — 256,798 1,113 — 257,911 Deferred tax liabilities, net — 168,250 — (33,086 ) 135,164 Total — 643,474 1,113 (33,086 ) 611,501 Shareholders’ equity 920,047 1,201,063 60,914 (1,261,977 ) 920,047 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,315,187 $ 3,533,610 $ 84,645 $ (1,700,581 ) $ 3,232,861 Condensed Consolidating Balance Sheets December 31, 2017 (a) Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 57,405 $ 125,861 $ 7,687 $ — $ 190,953 Restricted cash — 1,000 — — 1,000 Short-term investments — 269,297 — — 269,297 Accounts receivable, net 25 139,008 1,455 (209 ) 140,279 Spare parts and supplies, net — 35,361 — — 35,361 Prepaid expenses and other 171 78,933 82 — 79,186 Total 57,601 649,460 9,224 (209 ) 716,076 Property and equipment at cost — 2,326,249 74,562 — 2,400,811 Less accumulated depreciation and amortization — (546,831 ) (11,717 ) — (558,548 ) Property and equipment, net — 1,779,418 62,845 — 1,842,263 Long-term prepayments and other — 193,449 183 — 193,632 Deferred tax assets, net 31,845 — — (31,845 ) — Goodwill and other intangible assets, net — 120,695 1,155 — 121,850 Intercompany receivable — 392,791 — (392,791 ) — Investment in consolidated subsidiaries 1,137,941 — — (1,137,941 ) — TOTAL ASSETS $ 1,227,387 $ 3,135,813 $ 73,407 $ (1,562,786 ) $ 2,873,821 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 622 $ 138,818 $ 1,574 $ (209 ) $ 140,805 Air traffic liability — 584,366 4,727 — 589,093 Other accrued liabilities 32 147,211 350 — 147,593 Current maturities of long-term debt, less discount, and capital lease obligations — 59,470 — — 59,470 Total 654 929,865 6,651 (209 ) 936,961 Long-term debt and capital lease obligations — 511,201 — — 511,201 Intercompany payable 381,608 — 11,183 (392,791 ) — Other liabilities and deferred credits: 0 Accumulated pension and other post-retirement benefit obligations — 220,788 — — 220,788 Other liabilities and deferred credits — 224,500 1,105 — 225,605 Deferred tax liabilities, net — 165,986 — (31,845 ) 134,141 Total — 611,274 1,105 (31,845 ) 580,534 Shareholders’ equity 845,125 1,083,473 54,468 (1,137,941 ) 845,125 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,227,387 $ 3,135,813 $ 73,407 $ (1,562,786 ) $ 2,873,821 (a) Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . See Note 2 to Consolidated Financial Statements contained in Part I, Item 1 of this report for additional information. Condensed Consolidating Statements of Cash Flows Six months ended June 30, 2018 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (2,603 ) $ 375,052 $ 1,312 $ — $ 373,761 Cash Flows From Investing Activities: Net payments to affiliates (8,700 ) (8,721 ) — 17,421 — Additions to property and equipment, including pre-delivery deposits — (247,607 ) (10,505 ) — (258,112 ) Proceeds from disposition of property and equipment — 987 — — 987 Purchases of investments — (110,092 ) — — (110,092 ) Sales of investments — 119,236 — — 119,236 Net cash used in investing activities (8,700 ) (246,197 ) (10,505 ) 17,421 (247,981 ) Cash Flows From Financing Activities: Long-term borrowings — 86,500 — — 86,500 Repayments of long-term debt and capital lease obligations — (30,047 ) — — (30,047 ) Debt issuance costs — (889 ) — — (889 ) Dividend payments (12,238 ) — — — (12,238 ) Net payments from affiliates 8,721 — 8,700 (17,421 ) — Repurchases of common stock (22,745 ) — — — (22,745 ) Other 78 (3,601 ) — — (3,523 ) Net cash provided by (used in) financing activities (26,184 ) 51,963 8,700 (17,421 ) 17,058 Net increase (decrease) in cash and cash equivalents (37,487 ) 180,818 (493 ) — 142,838 Cash, cash equivalents, & restricted cash - Beginning of Period 57,405 126,861 7,687 — 191,953 Cash, cash equivalents, & restricted cash - End of Period $ 19,918 $ 307,679 $ 7,194 $ — $ 334,791 Condensed Consolidating Statements of Cash Flows Six months ended June 30, 2017 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (2,498 ) $ 339,242 $ (1,304 ) $ — $ 335,440 Cash Flows From Investing Activities: Net payments to affiliates — (7,960 ) — 7,960 — Additions to property and equipment, including pre-delivery deposits — (94,250 ) (2,028 ) — (96,278 ) Proceeds from disposition of property and equipment — 33,511 — — 33,511 Purchases of investments — (107,533 ) — — (107,533 ) Sales of investments — 125,881 — — 125,881 Net cash used in investing activities — (50,351 ) (2,028 ) 7,960 (44,419 ) Cash Flows From Financing Activities: Repayments of long-term debt and capital lease obligations — (30,484 ) — — (30,484 ) Net payments from affiliates 7,960 — — (7,960 ) — Repurchases of Common Stock (4,299 ) — — — (4,299 ) Other 86 (7,621 ) — — (7,535 ) Net cash provided by (used in) financing activities 3,747 (38,105 ) — (7,960 ) (42,318 ) Net increase (decrease) in cash and cash equivalents 1,249 250,786 (3,332 ) — 248,703 Cash, cash equivalents, & restricted cash - Beginning of Period 67,629 254,985 8,377 — 330,991 Cash, cash equivalents, & restricted cash - End of Period $ 68,878 $ 505,771 $ 5,045 $ — $ 579,694 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |