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 15 as Subsidiary Issuer / Guarantor) of pass-through certificates, the Company (which is also referred to in this Note 15 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, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 754,608 $ 649 $ (106 ) $ 755,151 Operating Expenses: Wages and benefits — 182,862 — — 182,862 Aircraft fuel, including taxes and delivery — 138,586 — — 138,586 Maintenance, materials and repairs — 58,056 3,307 — 61,363 Aircraft and passenger servicing — 41,762 — — 41,762 Commissions and other selling — 33,310 17 (36 ) 33,291 Aircraft rent — 30,365 169 — 30,534 Other rentals and landing fees — 33,345 — — 33,345 Depreciation and amortization — 39,853 1,743 — 41,596 Purchased services 70 32,803 263 (16 ) 33,120 Other 1,576 40,099 435 (54 ) 42,056 Total 1,646 631,041 5,934 (106 ) 638,515 Operating Income (Loss) (1,646 ) 123,567 (5,285 ) — 116,636 Nonoperating Income (Expense): Undistributed net income of subsidiaries 81,379 — — (81,379 ) — Interest expense and amortization of debt discounts and issuance costs — (6,438 ) — — (6,438 ) Interest income 4 3,144 — — 3,148 Capitalized interest — 1,171 — — 1,171 Losses on fuel derivatives — (4,553 ) — — (4,553 ) Other, net (8 ) (1,437 ) — — (1,445 ) Total 81,375 (8,113 ) — (81,379 ) (8,117 ) Income (Loss) Before Income Taxes 79,729 115,454 (5,285 ) (81,379 ) 108,519 Income tax expense (benefit) (347 ) 29,899 (1,109 ) — 28,443 Net Income (Loss) $ 80,076 $ 85,555 $ (4,176 ) $ (81,379 ) $ 80,076 Comprehensive Income (Loss) $ 83,050 $ 88,529 $ (4,176 ) $ (84,353 ) $ 83,050 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Three months ended September 30, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 756,314 $ 2,870 $ (97 ) $ 759,087 Operating Expenses: Wages and benefits — 176,642 — — 176,642 Aircraft fuel, including taxes and delivery — 162,932 — — 162,932 Maintenance, materials and repairs — 55,818 1,300 — 57,118 Aircraft and passenger servicing — 42,063 — — 42,063 Commissions and other selling — 32,716 16 (28 ) 32,704 Aircraft rent — 31,782 (14 ) — 31,768 Depreciation and amortization — 34,849 1,524 — 36,373 Other rentals and landing fees — 33,146 81 — 33,227 Purchased services 43 32,298 183 (15 ) 32,509 Other 1,604 35,955 420 (54 ) 37,925 Total 1,647 638,201 3,510 (97 ) 643,261 Operating Income (Loss) (1,647 ) 118,113 (640 ) — 115,826 Nonoperating Income (Expense): Undistributed net income of subsidiaries 94,810 — — (94,810 ) — Interest expense and amortization of debt discounts and issuance costs — (8,400 ) (46 ) — (8,446 ) Interest income 41 3,083 — — 3,124 Capitalized interest — 1,821 — — 1,821 Gains on fuel derivatives — 3,495 — — 3,495 Other, net — 936 1 — 937 Total 94,851 935 (45 ) (94,810 ) 931 Income (Loss) Before Income Taxes 93,204 119,048 (685 ) (94,810 ) 116,757 Income tax expense (benefit) (338 ) 23,696 (143 ) — 23,215 Net Income (Loss) $ 93,542 $ 95,352 $ (542 ) $ (94,810 ) $ 93,542 Comprehensive Income (Loss) $ 98,642 $ 100,452 $ (542 ) $ (99,910 ) $ 98,642 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,122,368 $ 2,063 $ (340 ) $ 2,124,091 Operating Expenses: Aircraft fuel, including taxes and delivery — 405,290 — — 405,290 Wages and benefits — 537,997 — — 537,997 Aircraft rent — 91,564 209 — 91,773 Maintenance materials and repairs — 176,131 6,408 — 182,539 Aircraft and passenger servicing — 120,303 — — 120,303 Commissions and other selling 11 96,655 58 (126 ) 96,598 Depreciation and amortization — 114,254 5,020 — 119,274 Other rentals and landing fees — 95,750 27 — 95,777 Purchased services 194 97,463 696 (47 ) 98,306 Other 4,714 112,159 1,335 (167 ) 118,041 Total 4,919 1,847,566 13,753 (340 ) 1,865,898 Operating Income (Loss) (4,919 ) 274,802 (11,690 ) — 258,193 Nonoperating Income (Expense): Undistributed net income of subsidiaries 178,139 — — (178,139 ) — Interest expense and amortization of debt discounts and issuance costs — (21,252 ) (16 ) — (21,268 ) Interest income 25 9,180 — — 9,205 Capitalized interest — 3,713 — — 3,713 Losses on fuel derivatives — (7,203 ) — — (7,203 ) Other, net (8 ) (5,538 ) (7 ) — (5,553 ) Total 178,156 (21,100 ) (23 ) (178,139 ) (21,106 ) Income (Loss) Before Income Taxes 173,237 253,702 (11,713 ) (178,139 ) 237,087 Income tax expense (benefit) (1,030 ) 66,309 (2,459 ) — 62,820 Net Income (Loss) $ 174,267 $ 187,393 $ (9,254 ) $ (178,139 ) $ 174,267 Comprehensive Income (Loss) $ 177,294 $ 190,420 $ (9,254 ) $ (181,166 ) $ 177,294 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,132,853 $ 7,390 $ (297 ) $ 2,139,946 Operating Expenses: Aircraft fuel, including taxes and delivery — 449,404 — — 449,404 Wages and benefits — 516,906 — — 516,906 Aircraft rent — 93,547 (14 ) — 93,533 Maintenance materials and repairs — 172,780 3,449 — 176,229 Aircraft and passenger servicing — 117,207 — — 117,207 Commissions and other selling (5 ) 96,537 61 (111 ) 96,482 Depreciation and amortization — 98,026 3,511 — 101,537 Other rentals and landing fees — 94,913 313 — 95,226 Purchased services 131 94,415 603 (45 ) 95,104 Contract termination expense — 35,322 — — 35,322 Other 5,284 110,513 2,321 (141 ) 117,977 Total 5,410 1,879,570 10,244 (297 ) 1,894,927 Operating Income (Loss) (5,410 ) 253,283 (2,854 ) — 245,019 Nonoperating Income (Expense): Undistributed net income of subsidiaries 205,719 — — (205,719 ) — Interest expense and amortization of debt discounts and issuance costs (3 ) (24,534 ) (91 ) — (24,628 ) Interest income 157 6,372 — — 6,529 Capitalized interest — 6,414 — — 6,414 Gains on fuel derivatives — 27,064 — — 27,064 Other, net (4 ) (761 ) 6 — (759 ) Total 205,869 14,555 (85 ) (205,719 ) 14,620 Income (Loss) Before Income Taxes 200,459 267,838 (2,939 ) (205,719 ) 259,639 Income tax expense (benefit) (1,105 ) 59,797 (617 ) — 58,075 Net Income (Loss) $ 201,564 $ 208,041 $ (2,322 ) $ (205,719 ) $ 201,564 Comprehensive Income (Loss) $ 209,417 $ 215,894 $ (2,322 ) $ (213,572 ) $ 209,417 Condensed Consolidating Balance Sheets September 30, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 1,594 $ 502,834 $ 7,734 $ — $ 512,162 Short-term investments — 232,444 — — 232,444 Accounts receivable, net — 143,850 1,848 (232 ) 145,466 Spare parts and supplies, net — 37,536 — — 37,536 Prepaid expenses and other 168 53,802 125 — 54,095 Total 1,762 970,466 9,707 (232 ) 981,703 Property and equipment at cost — 2,886,141 92,875 — 2,979,016 Less accumulated depreciation and amortization — (718,508 ) (20,066 ) — (738,574 ) Property and equipment, net — 2,167,633 72,809 — 2,240,442 Operating lease right-of-use assets — 583,542 — — 583,542 Long-term prepayments and other — 138,520 297 — 138,817 Goodwill and other intangible assets, net — 119,687 500 — 120,187 Intercompany receivable — 532,762 — (532,762 ) — Investment in consolidated subsidiaries 1,587,146 — 504 (1,587,650 ) — TOTAL ASSETS $ 1,588,908 $ 4,512,610 $ 83,817 $ (2,120,644 ) $ 4,064,691 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 732 $ 150,177 $ 4,685 $ (232 ) $ 155,362 Air traffic liability — 647,078 4,493 — 651,571 Other accrued liabilities — 151,270 296 — 151,566 Current maturities of long-term debt, less discount, and finance lease obligations — 77,014 — — 77,014 Current maturities of operating leases — 86,632 — — 86,632 Total 732 1,112,171 9,474 (232 ) 1,122,145 Long-term debt and finance lease obligations — 704,527 — — 704,527 Intercompany payable 521,329 — 11,433 (532,762 ) — Other liabilities and deferred credits: Noncurrent operating leases — 455,765 — — 455,765 Accumulated pension and other post-retirement benefit obligations — 182,962 — — 182,962 Other liabilities and deferred credits — 98,130 1,101 — 99,231 Noncurrent frequent flyer deferred revenue — 174,474 — — 174,474 Deferred tax liabilities, net — 258,740 — — 258,740 Total — 1,170,071 1,101 — 1,171,172 Shareholders’ equity 1,066,847 1,525,841 61,809 (1,587,650 ) 1,066,847 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,588,908 $ 4,512,610 $ 83,817 $ (2,120,644 ) $ 4,064,691 Condensed Consolidating Balance Sheets December 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ 5,154 $ 255,279 $ 8,144 $ — $ 268,577 Short-term investments — 232,241 — — 232,241 Accounts receivable, net — 109,499 2,569 (234 ) 111,834 Spare parts and supplies, net — 33,942 — — 33,942 Prepaid expenses and other 165 58,296 112 — 58,573 Total 5,319 689,257 10,825 (234 ) 705,167 Property and equipment at cost — 2,756,551 92,021 — 2,848,572 Less accumulated depreciation and amortization — (648,111 ) (15,350 ) — (663,461 ) Property and equipment, net — 2,108,440 76,671 — 2,185,111 Long-term prepayments and other 62,990 185,161 899 (63,494 ) 185,556 Goodwill and other intangible assets, net — 120,119 693 — 120,812 Intercompany receivable — 456,338 — (456,338 ) — Investment in consolidated subsidiaries 1,325,380 — — (1,325,380 ) — TOTAL ASSETS $ 1,393,689 $ 3,559,315 $ 89,088 $ (1,845,446 ) $ 3,196,646 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 665 $ 139,552 $ 3,163 $ (234 ) $ 143,146 Air traffic liability — 598,387 5,349 — 603,736 Other accrued liabilities — 157,842 312 — 158,154 Current maturities of long-term debt, less discount, and finance lease obligations — 101,052 45 — 101,097 Total 665 996,833 8,869 (234 ) 1,006,133 Long-term debt and finance lease obligations — 604,089 4,595 — 608,684 Intercompany payable 445,030 — 11,308 (456,338 ) — Other liabilities and deferred credits: 0 Accumulated pension and other post-retirement benefit obligations — 182,620 — — 182,620 Other liabilities and deferred credits — 118,682 1,144 — 119,826 Noncurrent frequent flyer deferred revenue — 163,619 — — 163,619 Deferred tax liabilities, net — 167,770 — — 167,770 Total — 632,691 1,144 — 633,835 Shareholders’ equity 947,994 1,325,702 63,172 (1,388,874 ) 947,994 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,393,689 $ 3,559,315 $ 89,088 $ (1,845,446 ) $ 3,196,646 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2019 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (587 ) $ 462,734 $ (5,252 ) $ — $ 456,895 Cash Flows From Investing Activities: Net payments to affiliates (10,350 ) (75,273 ) — 85,623 — Additions to property and equipment, including pre-delivery deposits — (274,786 ) (5,502 ) — (280,288 ) Proceeds from the sale and sale leaseback of aircraft and aircraft related equipment — 9,045 — — 9,045 Purchases of investments — (265,705 ) — — (265,705 ) Sales of investments — 267,464 — — 267,464 Other — (6,275 ) — — (6,275 ) Net cash used in investing activities (10,350 ) (345,530 ) (5,502 ) 85,623 (275,759 ) Cash Flows From Financing Activities: Long-term borrowings — 227,889 — — 227,889 Repayments of long-term debt and finance lease obligations — (95,350 ) (6 ) — (95,356 ) Debt issuance costs — (1,162 ) — — (1,162 ) Dividend payments (17,206 ) — — — (17,206 ) Net payments from affiliates 75,273 — 10,350 (85,623 ) — Repurchases of common stock (50,690 ) — — — (50,690 ) Other — (1,026 ) — — (1,026 ) Net cash provided by financing activities 7,377 130,351 10,344 (85,623 ) 62,449 Net increase (decrease) in cash and cash equivalents (3,560 ) 247,555 (410 ) — 243,585 Cash, cash equivalents, & restricted cash - Beginning of Period 5,154 255,279 8,144 — 268,577 Cash, cash equivalents, & restricted cash - End of Period $ 1,594 $ 502,834 $ 7,734 $ — $ 512,162 Condensed Consolidating Statements of Cash Flows Nine months ended September 30, 2018 Parent Issuer / Subsidiary Non- Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities $ (4,236 ) $ 446,810 $ 1,506 $ — $ 444,080 Cash Flows From Investing Activities: Net payments to affiliates (11,300 ) (39,980 ) — 51,280 — Additions to property and equipment, including pre-delivery deposits — (373,099 ) (12,999 ) — (386,098 ) Proceeds from the sale of aircraft and aircraft related equipment — 117,143 — — 117,143 Purchases of investments — (159,648 ) — — (159,648 ) Sales of investments — 182,816 — — 182,816 Net cash used in investing activities (11,300 ) (272,768 ) (12,999 ) 51,280 (245,787 ) Cash Flows From Financing Activities: Long-term borrowings — 86,500 — — 86,500 Repayments of long-term debt and finance lease obligations — (53,734 ) (7 ) — (53,741 ) Debt issuance costs — (1,108 ) — — (1,108 ) Dividend payments (18,327 ) — — — (18,327 ) Net payments from affiliates 39,980 — 11,300 (51,280 ) — Repurchases of Common Stock (53,894 ) — — — (53,894 ) Other 78 (3,713 ) — — (3,635 ) Net cash provided by (used in) financing activities (32,163 ) 27,945 11,293 (51,280 ) (44,205 ) Net increase (decrease) in cash and cash equivalents (47,699 ) 201,987 (200 ) — 154,088 Cash, cash equivalents, & restricted cash - Beginning of Period 57,405 126,861 7,687 — 191,953 Cash, cash equivalents, & restricted cash - End of Period $ 9,706 $ 328,848 $ 7,487 $ — $ 346,041 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |