11. 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 11 as Subsidiary Issuer / Guarantor) of pass-through certificates, as discussed in Note 9, the Company (which is also referred to in this Note 11 as Parent Issuer / Guarantor), will fully and unconditionally guarantee the payment obligations of Hawaiian, which is a 100% owned subsidiary of the Company, under equipment notes to be issued by Hawaiian in the future to purchase new aircraft.

Also, in accordance with Regulation S-X paragraph 210.5-04 (c), the Company is required to report condensed financial information as a result of limitations on the ability of Hawaiian to pay dividends or advances to the Company included in Hawaiian’s debt agreements. The Company’s condensed consolidating financial information satisfies this requirement.

Condensed consolidating financial statements are presented in the following tables:

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Three Months Ended September 30, 2013

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
							(in thousands)
Operating Revenue	$	—		$	599,361		$	(3	)	$	(60	)	$	599,298

Operating Expenses:
Aircraft fuel, including taxes and delivery	—			181,334			—			—			181,334
Wages and benefits	—			112,150			—			—			112,150
Aircraft rent	—			27,575			—			—			27,575
Maintenance materials and repairs	—			51,705			—			—			51,705
Aircraft and passenger servicing	—			31,080			—			—			31,080
Commissions and other selling	—			32,302			—			(14		)	32,288
Depreciation and amortization	—			22,092			—			—			22,092
Other rentals and landing fees	—			21,996			—			—			21,996
Other	1,072			43,530			88			(46		)	44,644
Total	1,072			523,764			88			(60		)	524,864
Operating Income (Loss)	(1,072		)	75,597			(91		)	—			74,434

Nonoperating Income (Expense):
Undistributed net income of subsidiaries	42,686			—			—			(42,686		)	—
Interest expense and amortization of debt discounts and issuance costs	(2,207		)	(11,272		)	—			—			(13,479		)
Interest income	27			146			—			—			173
Capitalized interest	—			3,005			—			—			3,005
Gains on fuel derivatives	—			2,536			—			—			2,536
Other, net	—			749			—			—			749
Total	40,506			(4,836		)	—			(42,686		)	(7,016		)
Income (Loss) Before Income Taxes	39,434			70,761			(91		)	(42,686		)	67,418
Income tax expense (benefit)	(1,170		)	27,984			—			—			26,814
Net Income (Loss)	$	40,604		$	42,777		$	(91	)	$	(42,686	)	$	40,604

Comprehensive Income (Loss)	$	37,520		$	39,693		$	(91	)	$	(39,602	)	$	37,520

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Three Months Ended September 30, 2012

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	549,365		$	9		$	(52	)	$	549,322
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			165,762			—			—			165,762
Wages and benefits	—			93,438			—			—			93,438
Aircraft rent	—			25,626			—			—			25,626
Maintenance materials and repairs	—			44,150			—			—			44,150
Aircraft and passenger servicing	—			28,859			—			—			28,859
Commissions and other selling	—			31,037			—			(9		)	31,028
Depreciation and amortization	—			22,983			—			—			22,983
Other rentals and landing fees	—			22,520			—			—			22,520
Other	1,484			38,560			22			(43		)	40,023
Total	1,484			472,935			22			(52		)	474,389
Operating Income (Loss)	(1,484		)	76,430			(13		)	—			74,933
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	47,791			—			—			(47,791		)	—
Interest expense and amortization of debt discounts and issuance costs	(2,105		)	(9,870		)	—			—			(11,975		)
Interest income	30			66			—			—			96
Capitalized interest	—			2,579			—			—			2,579
Gains on fuel derivatives	—			6,508			—			—			6,508
Other, net	—			1,662			—			—			1,662
Total	45,716			945			—			(47,791		)	(1,130		)
Income (Loss) Before Income Taxes	44,232			77,375			(13		)	(47,791		)	73,803
Income tax expense (benefit)	(1,251		)	29,571			—			—			28,320
Net Income (Loss)	$	45,483		$	47,804		$	(13	)	$	(47,791	)	$	45,483

Comprehensive Income (Loss)	$	47,346		$	49,667		$	(13	)	$	(49,654	)	$	47,346

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Nine Months Ended September 30, 2013

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	1,623,602		$	634	$	(256	)	$	1,623,980
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			525,046			—		—			525,046
Wages and benefits	—			318,269			—		—			318,269
Aircraft rent	—			81,879			—		—			81,879
Maintenance materials and repairs	—			160,000			—		—			160,000
Aircraft and passenger servicing	—			89,367			—		—			89,367
Commissions and other selling	—			98,333			—		(48		)	98,285
Depreciation and amortization	—			60,993			—		—			60,993
Other rentals and landing fees	—			60,773			—		—			60,773
Other	6,557			122,837			283		(208		)	129,469
Total	6,557			1,517,497			283		(256		)	1,524,081
Operating Income (Loss)	(6,557		)	106,105			351		—			99,899
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	43,310			—			—		(43,310		)	—
Interest expense and amortization of debt discounts and issuance costs	(6,475		)	(30,544		)	—		—			(37,019		)
Interest income	91			335			—		—			426
Capitalized interest	—			9,336			—		—			9,336
Losses on fuel derivatives	—			(10,931		)	—		—			(10,931		)
Other, net	—			(3,457		)	—		—			(3,457		)
Total	36,926			(35,261		)	—		(43,310		)	(41,645		)
Income Before Income Taxes	30,369			70,844			351		(43,310		)	58,254
Income tax expense (benefit)	(4,406		)	27,885			—		—			23,479
Net Income	$	34,775		$	42,959		$	351	$	(43,310	)	$	34,775

Comprehensive Income	$	41,113		$	49,297		$	351	$	(49,648	)	$	41,113

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Nine Months Ended September 30, 2012

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	1,469,539		$	32		$	(204	)	$	1,469,367
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			456,545			—			—			456,545
Wages and benefits	—			280,261			—			—			280,261
Aircraft rent	—			73,712			—			—			73,712
Maintenance materials and repairs	—			137,271			—			—			137,271
Aircraft and passenger servicing	—			74,859			—			—			74,859
Commissions and other selling	—			89,088			—			(33		)	89,055
Depreciation and amortization	—			63,687			—			—			63,687
Other rentals and landing fees	—			63,486			—			—			63,486
Other	3,882			109,526			93			(171		)	113,330
Total	3,882			1,348,435			93			(204		)	1,352,206
Operating Income (Loss)	(3,882		)	121,104			(61		)	—			117,161
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	63,120			—			—			(63,120		)	—
Interest expense and amortization of debt discounts and issuance costs	(6,201		)	(25,544		)	—			—			(31,745		)
Interest income	88			389			—			—			477
Capitalized interest	—			7,328			—			—			7,328
Losses on fuel derivatives	—			(2,495		)	—			—			(2,495		)
Other, net	—			1,245			—			—			1,245
Total	57,007			(19,077		)	—			(63,120		)	(25,190		)
Income (Loss) Before Income Taxes	53,125			102,027			(61		)	(63,120		)	91,971
Income tax expense (benefit)	(3,520		)	38,846			—			—			35,326
Net Income (Loss)	$	56,645		$	63,181		$	(61	)	$	(63,120	)	$	56,645

Comprehensive Income (Loss)	$	60,765		$	67,301		$	(61	)	$	(67,240	)	$	60,765

Condensed Consolidating Balance Sheets

September 30, 2013

	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	84,311	$	352,115		$	4,972	$	—		$	441,398
Restricted cash	—		19,434			—		—			19,434
Accounts receivable, net	2,032		77,046			278		(98		)	79,258
Spare parts and supplies, net	—		20,857			—		—			20,857
Deferred tax assets, net	411		19,572			—		—			19,983
Prepaid expenses and other	3		35,344			—		—			35,347
Total	86,757		524,368			5,250		(98		)	616,277
Property and equipment at cost	—		1,533,121			30,901		—			1,564,022
Less accumulated depreciation and amortization	—		(307,556		)	—		—			(307,556		)
Property and equipment, net	—		1,225,565			30,901		—			1,256,466
Long-term prepayments and other	1,302		87,021			—		—			88,323
Restricted cash	—		1,566			—		—			1,566
Deferred tax assets, net	13,106		—			—		(7,749		)	5,357
Goodwill and other intangible assets, net	—		131,263			—		—			131,263
Intercompany receivable	26,506		—			—		(26,506		)	—
Investment in consolidated subsidiaries	263,378		—			—		(263,378		)	—
TOTAL ASSETS	$	391,049	$	1,969,783		$	36,151	$	(297,731	)	$	2,099,252

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	802	$	87,327		$	114	$	(98	)	$	88,145
Air traffic liability	—		451,422			1,177		—			452,599
Other accrued liabilities	220		90,211			—		—			90,431
Current maturities of long-term debt and capital lease obligations	—		110,960			—		—			110,960
Total	1,022		739,920			1,291		(98		)	742,135
Long-term debt, less discount, and capital lease obligations	75,533		576,245			—		—			651,778
Intercompany payable	—		26,506			—		(26,506		)	—
Other liabilities and deferred credits:
Accumulated pension and other postretirement benefit obligations.	—		350,407			—		—			350,407
Other liabilities and deferred credits	—		40,438			—		—			40,438
Deferred tax liabilities, net	—		7,749			—		(7,749		)	—
Total	—		398,594			—		(7,749		)	390,845
Shareholders’ Equity	314,494		228,518			34,860		(263,378		)	314,494
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	391,049	$	1,969,783		$	36,151	$	(297,731	)	$	2,099,252

Condensed Consolidating Balance Sheets

December 31, 2012

	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	83,626	$	303,967		$	18,287	$	—		$	405,880
Restricted cash	—		5,000			—		—			5,000
Accounts receivable, net	2,032		78,949			13		(244		)	80,750
Spare parts and supplies, net	—		27,552			—		—			27,552
Deferred tax assets, net	704		16,971			—		—			17,675
Prepaid expenses and other	—		35,001			—		—			35,001
Total	86,362		467,440			18,300		(244		)	571,858
Property and equipment at cost	—		1,299,757			18,456		—			1,318,213
Less accumulated depreciation and amortization	—		(249,495		)	—		—			(249,495		)
Property and equipment, net	—		1,050,262			18,456		—			1,068,718
Long-term prepayments and other	1,695		53,934			—		—			55,629
Deferred tax assets, net	8,439		27,937			—		—			36,376
Goodwill and other intangible assets, net	—		133,243			—		—			133,243
Intercompany receivable	33,110		—			—		(33,110		)	—
Investment in consolidated subsidiaries	213,275		—			—		(213,275		)	—
TOTAL ASSETS	$	342,881	$	1,732,816		$	36,756	$	(246,629	)	$	1,865,824

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	292	$	81,758		$	278	$	(244	)	$	82,084
Air traffic liability	—		386,677			1,969		—			388,646
Other accrued liabilities	1,310		73,518			—		—			74,828
Current maturities of long-term debt and capital lease obligations	—		108,232			—		—			108,232
Total	1,602		650,185			2,247		(244		)	653,790
Long-term debt, less discount, and capital lease obligations	72,677		480,332			—		—			553,009
Intercompany payable	—		33,110			—		(33,110		)	—
Other liabilities and deferred credits:
Accumulated pension and other postretirement benefit obligations	—		352,460			—		—			352,460
Other liabilities and deferred credits	—		37,963			—		—			37,963
Total	—		390,423			—		—			390,423
Shareholders’ equity	268,602		178,766			34,509		(213,275		)	268,602
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	342,881	$	1,732,816		$	36,756	$	(246,629	)	$	1,865,824

The Company reduced the Parent Issuer / Guarantor’s Investment in consolidated subsidiaries and Shareholders’ equity by $29,015 (in thousands) as of December 31, 2012 to correctly classify the Parent Issuer / Guarantor’s Investment in consolidated subsidiaries.

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2013

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities:	$	(7,244	)	$	215,589		$	(870	)	$	—		$	207,475
Cash Flows From Investing Activities:
Net payments from subsidiaries	5,553			—			—			(5,553		)	—
Additions to property and equipment, including pre-delivery deposits	—			(220,272		)	(12,445		)	—			(232,717		)
Net cash provided by (used in) investing activities	5,553			(220,272		)	(12,445		)	(5,553		)	(232,717		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	2,376			—			—			—			2,376
Long-term borrowings	—			132,000			—			—			132,000
Repayments of long-term debt and capital lease obligations	—			(45,200		)	—			—			(45,200		)
Debt issuance costs	—			(12,416		)	—			—			(12,416		)
Net payments to parent company	—			(5,553		)	—			5,553			—
Change in restricted cash	—			(16,000		)	—			—			(16,000		)
Net cash provided by financing activities	2,376			52,831			—			5,553			60,760
Net increase (decrease) in cash and cash equivalents	685			48,148			(13,315		)	—			35,518
Cash and cash equivalents - Beginning of Period	83,626			303,967			18,287			—			405,880
Cash and cash equivalents - End of Period	$	84,311		$	352,115		$	4,972		$	—		$	441,398

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2012

	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities:	$	(7,824	)	$	257,509		$	(291	)	$	—		$	249,394
Cash Flows From Investing Activities:
Net payments from subsidiaries	9,735			—			—			(9,735		)	—
Additions to property and equipment, including pre-delivery deposits	—			(215,950		)	—			—			(215,950		)
Net cash provided by (used in) investing activities	9,735			(215,950		)	—			(9,735		)	(215,950		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	1,263			—			—			—			1,263
Long-term borrowings	—			133,000			—			—			133,000
Repayments of long-term debt and capital lease obligations	—			(35,219		)	—			—			(35,219		)
Debt issuance costs	—			(3,118		)	—			—			(3,118		)
Net payments to parent company	—			(9,735		)	—			9,735			—
Net cash provided by financing activities	1,263			84,928			—			9,735			95,926
Net increase (decrease) in cash and cash equivalents	3,174			126,487			(291		)	—			129,370
Cash and cash equivalents - Beginning of Period	97,219			205,656			1,240			—			304,115
Cash and cash equivalents - End of Period	$	100,393		$	332,143		$	949		$	—		$	433,485

Certain Restrictions on Subsidiary Distributions, Dividends and Repurchases

The Company and Hawaiian are party to an Amended and Restated Credit Agreement (Credit Agreement), dated as of December 10, 2010, that provides for a Revolving Credit Facility. See further discussion of the Revolving Credit Facility at Note 6 to the Consolidated Financial Statements included in a current report on Form 8-K filed on March 14, 2013. The Credit Agreement provides that, subject to certain exceptions, neither Hawaiian nor any other subsidiary of the Company will make any distribution or other payment on account of, or declare or pay any dividend on, or purchase, acquire, redeem or retire any stock issued by Hawaiian or any other subsidiary of the Company. The exceptions include (i) distributions by Hawaiian to the Company for the purpose of allowing the Company to pay federal and state income and franchise taxes, (ii) distributions by Hawaiian to the Company to pay customary costs and expenses of operating a publicly-traded company in an aggregate amount in any year not to exceed $10.0 million, and (iii) so long as no event of default has occurred and is continuing or would result therefrom, distributions by Hawaiian to the Company for the purpose of making regularly scheduled interest payments on specified indebtedness of the Company. In addition, the Credit Agreement restricts the ability of Hawaiian and the other subsidiaries of the Company from making loans or advances to the Company. The net assets of Hawaiian restricted under the Credit Agreement, defined as shareholders’ equity, totaled $228.5 million and $178.8 million as of September 30, 2013 and December 31, 2012, respectively.

Long-Term Debt

The long-term debt included in the Parent Issuer / Guarantor column represents the Convertible Debt described in Note 6 to our Consolidated Financial Statements included in our current report on Form 8-K filed on March 14, 2013.