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 17 as Subsidiary Issuer / Guarantor) of pass-through certificates, as discussed in Note 9 , the Company (which is also referred to in this Note 17 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 to be 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) Year Ended December 31, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,830,133 $ 12,202 $ (10,107 ) $ 2,832,228 Operating Expenses: Aircraft fuel, including taxes and delivery — 542,573 — — 542,573 Wages and benefits — 723,656 — — 723,656 Aircraft rent — 118,380 524 — 118,904 Maintenance materials and repairs — 238,198 12,207 (633 ) 249,772 Aircraft and passenger servicing — 164,275 — — 164,275 Commissions and other selling 11 130,226 138 (159 ) 130,216 Depreciation and amortization — 151,337 7,569 — 158,906 Other rentals and landing fees — 129,642 27 (47 ) 129,622 Purchased services 284 139,145 1,201 (9,063 ) 131,567 Other 5,991 147,378 2,096 (205 ) 155,260 Total 6,286 2,484,810 23,762 (10,107 ) 2,504,751 Operating Income (Loss) (6,286 ) 345,323 (11,560 ) — 327,477 Nonoperating Income (Expense): Undistributed net income of subsidiaries 228,934 — — (228,934 ) — Interest expense and amortization of debt discounts and issuance costs — (27,848 ) (16 ) — (27,864 ) Interest income 28 12,555 — — 12,583 Capitalized interest — 4,492 — — 4,492 Other components of net periodic benefit cost — (3,864 ) — — (3,864 ) Losses on fuel derivatives — (6,709 ) — — (6,709 ) Other, net (8 ) (1,104 ) (7 ) — (1,119 ) Total 228,954 (22,478 ) (23 ) (228,934 ) (22,481 ) Income (Loss) Before Income Taxes 222,668 322,845 (11,583 ) (228,934 ) 304,996 Income tax expense (benefit) (1,316 ) 84,760 (2,432 ) — 81,012 Net Income (Loss) $ 223,984 $ 238,085 $ (9,151 ) $ (228,934 ) $ 223,984 Comprehensive Income (Loss) $ 213,241 $ 227,342 $ (9,151 ) $ (218,191 ) $ 213,241 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,827,215 $ 10,601 $ (405 ) $ 2,837,411 Operating Expenses: Aircraft fuel, including taxes and delivery — 599,544 — — 599,544 Wages and benefits — 684,719 — — 684,719 Aircraft rent — 125,883 78 — 125,961 Maintenance materials and repairs — 233,503 6,256 — 239,759 Aircraft and passenger servicing — 157,796 — — 157,796 Commissions and other selling (5 ) 129,332 128 (140 ) 129,315 Depreciation and amortization — 134,651 5,215 — 139,866 Other rentals and landing fees — 126,509 394 — 126,903 Purchased services 195 130,665 852 (61 ) 131,651 Contract terminations expense — 35,322 — — 35,322 Other 6,527 142,125 3,759 (204 ) 152,207 Total 6,717 2,500,049 16,682 (405 ) 2,523,043 Operating Income (Loss) (6,717 ) 327,166 (6,081 ) — 314,368 Nonoperating Income (Expense): Undistributed net income of subsidiaries 238,365 — — (238,365 ) — Interest expense and amortization of debt discounts and issuance costs (3 ) (32,861 ) (137 ) — (33,001 ) Interest income 185 9,057 — — 9,242 Capitalized interest — 7,887 — — 7,887 Other components of net periodic benefit cost — (825 ) — — (825 ) Gains on fuel derivatives — 5,590 — — 5,590 Other, net (4 ) (2,117 ) 18 — (2,103 ) Total 238,543 (13,269 ) (119 ) (238,365 ) (13,210 ) Income (Loss) Before Income Taxes 231,826 313,897 (6,200 ) (238,365 ) 301,158 Income tax expense (benefit) (1,374 ) 70,634 (1,302 ) — 67,958 Net Income (Loss) $ 233,200 $ 243,263 $ (4,898 ) $ (238,365 ) $ 233,200 Comprehensive Income (Loss) $ 227,834 $ 237,897 $ (4,898 ) $ (232,999 ) $ 227,834 Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) Year Ended December 31, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating Revenue $ — $ 2,667,435 $ 8,102 $ (392 ) $ 2,675,145 Operating Expenses: Aircraft fuel, including taxes and delivery — 440,383 — — 440,383 Wages and benefits — 632,997 — — 632,997 Aircraft rent — 137,289 475 — 137,764 Maintenance materials and repairs — 215,473 4,080 — 219,553 Aircraft and passenger servicing — 144,853 — — 144,853 Commissions and other selling 84 126,674 129 (137 ) 126,750 Depreciation and amortization — 109,458 3,819 — 113,277 Other rentals and landing fees — 116,763 — — 116,763 Purchased services 478 109,436 933 (60 ) 110,787 Special items — 23,450 — — 23,450 Other 5,393 137,494 1,838 (195 ) 144,530 Total 5,955 2,194,270 11,274 (392 ) 2,211,107 Operating Income (Loss) (5,955 ) 473,165 (3,172 ) — 464,038 Nonoperating Income (Expense): Undistributed net income of subsidiaries 333,476 — — (333,476 ) — Other nonoperating special items — (45,585 ) — — (45,585 ) Interest expense and amortization of debt discounts and issuance costs — (30,901 ) — — (30,901 ) Interest income — 5,830 302 — 6,132 Capitalized interest — 8,437 — — 8,437 Other components of net periodic benefit cost — (16,713 ) — — (16,713 ) Gains on fuel derivatives — 3,312 — — 3,312 Other, net — 2,101 — — 2,101 Total 333,476 (73,519 ) 302 (333,476 ) (73,217 ) Income (Loss) Before Income Taxes 327,521 399,646 (2,870 ) (333,476 ) 390,821 Income tax expense (benefit) (3,089 ) 63,300 — — 60,211 Net Income (Loss) $ 330,610 $ 336,346 $ (2,870 ) $ (333,476 ) $ 330,610 Comprehensive Income (Loss) $ 358,841 $ 364,575 $ (2,870 ) $ (361,707 ) $ 358,839 Condensed Consolidating Balance Sheets December 31, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated ASSETS (in thousands) Current assets: Cash and cash equivalents $ 1,228 $ 362,933 $ 8,895 $ — $ 373,056 Short-term investments — 245,599 — — 245,599 Accounts receivable, net — 95,141 3,188 (949 ) 97,380 Income taxes receivable — 64,192 — — 64,192 Spare parts and supplies, net — 37,630 — — 37,630 Prepaid expenses and other 90 56,743 16 — 56,849 Total 1,318 862,238 12,099 (949 ) 874,706 Property and equipment at cost — 2,987,222 92,094 — 3,079,316 Less accumulated depreciation and amortization — (739,930 ) (22,614 ) — (762,544 ) Property and equipment, net — 2,247,292 69,480 — 2,316,772 Operating lease right-of-use assets — 632,545 — — 632,545 Long-term prepayments and other — 182,051 387 — 182,438 Goodwill and other intangible assets, net — 119,663 500 — 120,163 Intercompany receivable — 550,075 — (550,075 ) — Investment in consolidated subsidiaries 1,619,949 — 504 (1,620,453 ) — TOTAL ASSETS $ 1,621,267 $ 4,593,864 $ 82,970 $ (2,171,477 ) $ 4,126,624 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 529 $ 139,764 $ 9,404 $ (949 ) $ 148,748 Air traffic liability and current frequent flyer deferred revenue — 600,851 5,833 — 606,684 Other accrued liabilities — 161,125 305 — 161,430 Current maturities of long-term debt, less discount — 53,273 — — 53,273 Current maturities of finance lease obligations — 21,857 — — 21,857 Current maturities of operating leases — 83,224 — — 83,224 Total 529 1,060,094 15,542 (949 ) 1,075,216 Long-term debt — 547,254 — — 547,254 Intercompany payable 538,942 — 11,133 (550,075 ) — Other liabilities and deferred credits: Noncurrent finance lease obligations — 141,861 — — 141,861 Noncurrent operating leases — 514,685 — — 514,685 Accumulated pension and other postretirement benefit obligations. — 203,596 — — 203,596 Other liabilities and deferred credits — 96,338 1,096 — 97,434 Noncurrent frequent flyer deferred revenue — 175,218 — — 175,218 Deferred tax liabilities, net — 289,564 — — 289,564 Total — 1,421,262 1,096 — 1,422,358 Shareholders' equity 1,081,796 1,565,254 55,199 (1,620,453 ) 1,081,796 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,621,267 $ 4,593,864 $ 82,970 $ (2,171,477 ) $ 4,126,624 Condensed Consolidating Balance Sheets December 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated ASSETS (in thousands) 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 and current frequent flyer deferred revenue — 598,387 5,349 — 603,736 Other accrued liabilities — 157,842 312 — 158,154 Current maturities of long-term debt, less discount — 78,950 — — 78,950 Current maturities of finance lease obligations — 22,102 45 — 22,147 Total 665 996,833 8,869 (234 ) 1,006,133 Long-term debt — 378,352 — — 378,352 Intercompany payable 445,030 — 11,308 (456,338 ) — Other liabilities and deferred credits: Noncurrent finance lease obligations — 225,737 4,595 — 230,332 Accumulated pension and other postretirement 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 — 858,428 5,739 — 864,167 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 Year Ended December 31, 2019 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities: $ (1,635 ) $ 484,602 $ 2,173 $ — $ 485,140 Cash Flows From Investing Activities: Net payments to affiliates (3,611 ) (92,562 ) — 96,173 — Additions to property and equipment, including pre-delivery deposits — (392,695 ) (4,726 ) — (397,421 ) Proceeds from disposition of property and equipment — 9,595 — — 9,595 Purchases of investments — (312,768 ) — — (312,768 ) Sales of investments — 301,662 — — 301,662 Other — (6,275 ) — — (6,275 ) Net cash used in investing activities (3,611 ) (493,043 ) (4,726 ) 96,173 (405,207 ) Cash Flows From Financing Activities: Long-term borrowings — 227,889 — — 227,889 Repayments of long-term debt and finance lease obligations — (109,122 ) (6 ) — (109,128 ) Dividend payments (22,774 ) — — — (22,774 ) Repurchases of common stock (68,769 ) — — — (68,769 ) Debt issuance costs — (1,623 ) — — (1,623 ) Net payments from affiliates 92,863 — 3,310 (96,173 ) — Other — (1,049 ) — (1,049 ) Net cash provided by financing activities 1,320 116,095 3,304 (96,173 ) 24,546 Net increase (decrease) in cash and cash equivalents (3,926 ) 107,654 751 — 104,479 Cash and cash equivalents—Beginning of Period 5,154 255,279 8,144 — 268,577 Cash and cash equivalents—End of Period $ 1,228 $ 362,933 $ 8,895 $ — $ 373,056 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2018 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities: $ (2,773 ) $ 509,405 $ 1,876 $ — $ 508,508 Cash Flows From Investing Activities: Net payments to affiliates (14,400 ) (91,515 ) — 105,915 — Additions to property and equipment, including pre-delivery deposits — (470,970 ) (15,807 ) — (486,777 ) Proceeds from purchase assignment and leaseback transactions — 87,000 — — 87,000 Proceeds from disposition of property and equipment — 46,714 — — 46,714 Purchases of investments — (210,836 ) — — (210,836 ) Sales of investments — 247,423 — — 247,423 Net cash used in investing activities (14,400 ) (392,184 ) (15,807 ) 105,915 (316,476 ) Cash Flows From Financing Activities: Long-term borrowings — 86,500 — — 86,500 Repayments of long-term debt and finance lease obligations — (68,233 ) (12 ) — (68,245 ) Dividend payments (24,171 ) — — — (24,171 ) Repurchases of common stock (102,500 ) — — — (102,500 ) Debt issuance costs — (3,350 ) — — (3,350 ) Net payments from affiliates 91,515 — 14,400 (105,915 ) — Other 78 (3,720 ) — (3,642 ) Net cash provided by (used in) financing activities (35,078 ) 11,197 14,388 (105,915 ) (115,408 ) Net increase (decrease) in cash and cash equivalents (52,251 ) 128,418 457 — 76,624 Cash, cash equivalents, and restricted cash—Beginning of Period 57,405 126,861 7,687 — 191,953 Cash and cash equivalents—End of Period $ 5,154 $ 255,279 $ 8,144 $ — $ 268,577 Condensed Consolidating Statements of Cash Flows Year Ended December 31, 2017 Parent Issuer / Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Net Cash Provided By (Used In) Operating Activities: $ (4,803 ) $ 334,433 $ 1,505 $ — $ 331,135 Cash Flows From Investing Activities: Net payments to affiliates (2,500 ) (103,254 ) — 105,754 — Additions to property and equipment, including pre-delivery deposits — (336,820 ) (4,695 ) — (341,515 ) Proceeds from purchase assignment and leaseback transactions — 33,000 — — 33,000 Net proceeds from disposition of equipment — 941 — — 941 Purchases of investments — (231,393 ) — — (231,393 ) Sales of investments — 244,261 — — 244,261 Net cash used in investing activities (2,500 ) (393,265 ) (4,695 ) 105,754 (294,706 ) Cash Flows From Financing Activities: Repayments of long-term debt and finance lease obligations — (61,486 ) — — (61,486 ) Dividend payments (6,261 ) — — — (6,261 ) Repurchases of common stock (100,000 ) — — — (100,000 ) Debt issuance costs — (188 ) — — (188 ) Net payments from affiliates 103,254 — 2,500 (105,754 ) — Other 86 (7,618 ) — (7,532 ) Net cash provided by (used in) financing activities (2,921 ) (69,292 ) 2,500 (105,754 ) (175,467 ) Net decrease in cash and cash equivalents (10,224 ) (128,124 ) (690 ) — (139,038 ) Cash, cash equivalents, and restricted cash—Beginning of Period 67,629 254,985 8,377 — 330,991 Cash, cash equivalents, and restricted cash—End of Period $ 57,405 $ 126,861 $ 7,687 $ — $ 191,953 Income Taxes The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return. |