|
(Mark One)
|
|
|
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2014
|
||
or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to .
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
71-0879698
(I.R.S. employer
identification no.)
|
3375 Koapaka Street, Suite G-350,
Honolulu, Hawai'i
(Address of principal executive offices)
|
|
96819
(Zip code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock ($0.01 par value)
|
|
NASDAQ Stock Market, LLC
(NASDAQ Global Select Market)
|
Large accelerated filer
¨
|
|
Accelerated filer
x
|
|
Non-accelerated filer
¨
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
¨
|
___________________________________________________________________________________________
|
|
|
Page
|
•
|
Daily service on our North America routes between the State of Hawai'i and Los Angeles, Oakland, Sacramento, San Diego, San Francisco and San Jose, California; Las Vegas, Nevada; Phoenix, Arizona; Portland, Oregon; and Seattle, Washington; and scheduled service between the State of Hawai'i and New York City, New York.
|
•
|
Daily service on our Neighbor Island routes among the four major islands of the State of Hawai'i;
|
•
|
Daily service on our International routes between the State of Hawai'i and Sydney, Australia; and Tokyo and Osaka, Japan and scheduled service between the State of Hawai'i and Pago Pago, American Samoa; Papeete, Tahiti; Brisbane, Australia; Auckland, New Zealand; Sapporo and Sendai, Japan; Seoul, South Korea; and Beijing, China.
|
•
|
Other ad hoc charters.
|
Year
|
Gallons
consumed |
|
Total cost,
including taxes |
|
Average cost
per gallon |
|
Percent of
operating expenses |
||||||
|
(in thousands)
|
|
|
|
|
||||||||
2014
|
230,199
|
|
|
$
|
678,253
|
|
|
$
|
2.95
|
|
|
32.8
|
%
|
2013
|
226,214
|
|
|
$
|
698,802
|
|
|
$
|
3.09
|
|
|
34.6
|
%
|
2012
|
199,465
|
|
|
$
|
631,741
|
|
|
$
|
3.17
|
|
|
34.5
|
%
|
•
|
increasing value to our customers by offering easier access to more travel destinations and better mileage accrual/redemption opportunities;
|
•
|
gaining access to more connecting traffic from other airlines; and
|
•
|
providing members of our alliance partners' frequent flyer programs an opportunity to travel on our system while earning mileage credit in the alliance partners' programs.
|
|
Hawaiian Miles
Frequent Flyer
Agreement
|
|
Other Airline
Frequent Flyer
Agreement
|
|
Code-share—Hawaiian
Flight # on Flights
Operated by Other
Airline
|
|
Code-share—Other
Airline Flight # on
Flights Operated by
Hawaiian
|
Air China
|
No
|
|
No
|
|
Yes
|
|
Yes
|
All Nippon Airways (ANA)
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
American Airlines (American)
|
Yes
|
|
Yes
|
|
No
|
|
Yes
|
China Airlines
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
Delta Air Lines (Delta)
|
No
|
|
Yes
|
|
No
|
|
Yes
|
JetBlue
|
Yes
|
|
Yes
|
|
Yes
|
|
No
|
Korean Air
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
United Airlines (United)
|
No
|
|
Yes
|
|
No
|
|
Yes
|
US Airways
|
No
|
|
Yes
|
|
No
|
|
Yes
|
Virgin America
|
Yes
|
|
Yes
|
|
Yes
|
|
No
|
Virgin Atlantic Airways
|
Yes
|
|
Yes
|
|
No
|
|
No
|
Virgin Australia
|
Yes
|
|
Yes
|
|
No
|
|
Yes
|
•
|
Price;
|
•
|
Flight frequency and schedule;
|
•
|
On-time performance and reliability;
|
•
|
Name recognition;
|
•
|
Marketing affiliations;
|
•
|
Frequent flyer benefits;
|
•
|
Customer service;
|
•
|
Aircraft type; and
|
•
|
In-flight services.
|
Employee Group
|
Represented by
|
|
Number of
Employees |
|
Agreement
amendable on(*) |
|
Flight deck crew members
|
Air Line Pilots Association (ALPA)
|
|
601
|
|
|
September 15, 2015
|
Cabin crew members
|
Association of Flight Attendants (AFA)
|
|
1,670
|
|
|
January 1, 2017
|
Maintenance and engineering personnel
|
International Association of Machinists and Aerospace Workers (IAM-M)
|
|
760
|
|
|
April 20, 2014
|
Clerical
|
IAM-C
|
|
1,534
|
|
|
January 1, 2014
|
Flight dispatch personnel
|
Transport Workers Union (TWU)
|
|
39
|
|
|
November 1, 2013
|
•
|
expose us to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for other operational purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
limit, along with the financial and other restrictive covenants in the agreements governing our debt, our ability to borrow additional funds;
|
•
|
place us at a competitive disadvantage compared to other less leveraged competitors and competitors with debt agreements on more favorable terms than us; and
|
•
|
adversely affect our ability to secure additional financing in the future on acceptable terms or at all, which would impact our ability to fund our working capital, capital expenditures, acquisitions or other general purpose needs.
|
Aircraft Type
|
Firm
Orders
|
|
Purchase
Rights
|
|
Expected Delivery Dates
|
||
A330-200 aircraft
|
3
|
|
|
3
|
|
|
In 2015
|
A330-800neo aircraft
|
6
|
|
|
6
|
|
|
Between 2019 and 2021
|
A321neo aircraft
|
16
|
|
|
9
|
|
|
Between 2017 and 2020
|
•
|
operating results and financial condition;
|
•
|
changes in the competitive environment in which we operate;
|
•
|
fuel price volatility including the availability of fuel;
|
•
|
announcements concerning our competitors including bankruptcy filings, mergers, restructurings or acquisitions by other airlines;
|
•
|
increases or changes in government regulation;
|
•
|
general and industry specific market conditions;
|
•
|
changes in financial estimates or recommendations by securities analysts; and
|
•
|
sales of our common stock or other actions by investors with significant shareholdings.
|
•
|
decline in general economic conditions;
|
•
|
continued threat of terrorist attacks and conflicts overseas;
|
•
|
actual or threatened war and political instability;
|
•
|
adverse weather and natural disasters;
|
•
|
changes in consumer preferences, perceptions or spending patterns;
|
•
|
increased costs related to security and safety measures;
|
•
|
outbreak of contagious diseases; and
|
•
|
actual or potential disruptions in the air traffic control system.
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2015
|
|
Seating
Capacity (Per Aircraft) |
|
Simple
Average Age (In Years) |
|||||||||||||||||||||
Aircraft Type
|
Leased(4)
|
|
Owned
|
|
Total
|
|
Leased(4)
|
|
Owned
|
|
Total
|
|
Leased(4)
|
|
Owned
|
|
Total
|
|
|
|
|
|||||||||
A330-200(1)
|
7
|
|
|
7
|
|
|
14
|
|
|
7
|
|
|
12
|
|
|
19
|
|
|
10
|
|
|
12
|
|
|
22
|
|
|
294
|
|
2.2
|
767-300(2)
|
6
|
|
|
6
|
|
|
12
|
|
|
6
|
|
|
4
|
|
|
10
|
|
|
4
|
|
|
4
|
|
|
8
|
|
|
252 - 264
|
|
15.1
|
717-200
|
3
|
|
|
15
|
|
|
18
|
|
|
3
|
|
|
15
|
|
|
18
|
|
|
3
|
|
|
15
|
|
|
18
|
|
|
118 - 123
|
|
13.0
|
ATR42(3)
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
48
|
|
10.5
|
Total
|
16
|
|
|
31
|
|
|
47
|
|
|
16
|
|
|
34
|
|
|
50
|
|
|
17
|
|
|
34
|
|
|
51
|
|
|
|
|
|
(1)
|
During
2014
, we took delivery and placed into revenue service
five
Airbus A330-200 aircraft for service on our North America and International routes. These aircraft were financed in part through proceeds from our EETC financing transaction. The increase in the number of leased aircraft in 2015 is due to the planned delivery of three aircraft to be financed through purchase assignment and lease transactions. See
Note 8
for further discussion regarding the EETC financing transaction and
Note 13
for further discussion regarding the purchase assignment and lease transactions.
|
(2)
|
During
2014
, we retired
two
Boeing 767-300 aircraft at the end of their estimated useful life. The decrease in the number of owned Boeing 767-300 aircraft from 2014 to 2015 is due to the planned return of two aircraft at the end of their lease terms.
|
(3)
|
The ATR42 aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly-owned subsidiary of the Company.
|
(4)
|
Leased aircraft include both aircraft under capital and operating leases. See
Note 9
to the consolidated financial statements for further discussion regarding our aircraft leases.
|
|
A330-200 Aircraft
|
|
A321neo Aircraft(2)
|
|
A330-800neo Aircraft(3)
|
|
|
||||
Delivery Year
|
|
|
Total
|
||||||||
2015
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2017
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
2018
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
2019
|
—
|
|
|
6
|
|
|
2
|
|
|
8
|
|
2020
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
2021
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
16
|
|
|
6
|
|
|
25
|
|
(1)
|
Firm orders include three Airbus A330-200 aircraft for which Hawaiian has secured financing through purchase assignment and lease transactions as discussed in
Note 13
to the consolidated financial statements.
|
(2)
|
In 2013, Hawaiian executed a purchase agreement for the purchase of 16 new Airbus A321neo aircraft scheduled for delivery between 2017 and 2020. The A321neo narrow-body aircraft will be used to complement Hawaiian's existing fleet of wide-body aircraft for travel to and from the West Coast on its North America routes.
|
(3)
|
In 2014, Hawaiian entered into an amendment (the "Purchase Agreement Amendment") to the Airbus A330/A350XWB Purchase Agreement to convert its order for six firm A350XWB-800 aircraft with an additional six purchase rights into an order for six firm A330-800neo aircraft with an additional six purchase rights. The Purchase Agreement Amendment provides for delivery, subject to certain flexibility rights, of six A330-800neo aircraft starting in 2019. These fuel efficient, long-range aircraft will complement our existing fleet of wide-body, twin aisle aircraft used for long-haul flying on our North America and International routes.
|
Name of Airport
|
Location
|
|||
Phoenix Sky Harbor International Airport
|
|
Phoenix
|
|
Arizona
|
Los Angeles International Airport
|
|
Los Angeles
|
|
California
|
Oakland International Airport
|
|
Oakland
|
|
California
|
Sacramento International Airport
|
|
Sacramento
|
|
California
|
San Diego International Airport
|
|
San Diego
|
|
California
|
San Francisco International Airport
|
|
San Francisco
|
|
California
|
Norman Y. Mineta San Jose International Airport
|
|
San Jose
|
|
California
|
Hilo International Airport
|
|
Hilo
|
|
Hawai'i
|
Honolulu International Airport
|
|
Honolulu
|
|
Hawai'i
|
Kahului Airport
|
|
Kahului
|
|
Hawai'i
|
Kapalua Airport
|
|
Lahaina
|
|
Hawai'i
|
Kona International Airport
|
|
Kona
|
|
Hawai'i
|
Lana'i Airport
|
|
Lana'i
|
|
Hawai'i
|
Lihu'e Airport
|
|
Lihu'e
|
|
Hawai'i
|
Moloka'i Airport
|
|
Moloka'i
|
|
Hawai'i
|
McCarran International Airport
|
|
Las Vegas
|
|
Nevada
|
John F. Kennedy International Airport
|
|
New York
|
|
New York
|
Portland International Airport
|
|
Portland
|
|
Oregon
|
Seattle-Tacoma International Airport
|
|
Seattle
|
|
Washington
|
Pago Pago International Airport
|
|
Pago Pago
|
|
American Samoa
|
Faa'a International Airport
|
|
Papeete
|
|
Tahiti
|
Brisbane International Airport
|
|
Brisbane
|
|
Australia
|
Sydney International Airport
|
|
Sydney
|
|
Australia
|
Auckland Airport
|
|
Auckland
|
|
New Zealand
|
Kansai International Airport
|
|
Osaka
|
|
Japan
|
Haneda International Airport
|
|
Tokyo
|
|
Japan
|
New Chitose International Airport
|
|
Sapporo
|
|
Japan
|
Sendai Airport
|
|
Sendai
|
|
Japan
|
Incheon International Airport
|
|
Seoul
|
|
South Korea
|
Beijing Capital International Airport
|
|
Beijing
|
|
China
|
|
High
|
|
Low
|
||||
2014
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
26.06
|
|
|
$
|
12.62
|
|
Third Quarter
|
15.84
|
|
|
12.97
|
|
||
Second Quarter
|
16.25
|
|
|
12.67
|
|
||
First Quarter
|
14.73
|
|
|
9.62
|
|
||
2013
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
9.63
|
|
|
$
|
7.40
|
|
Third Quarter
|
7.72
|
|
|
6.16
|
|
||
Second Quarter
|
6.32
|
|
|
5.30
|
|
||
First Quarter
|
7.20
|
|
|
5.43
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenue
|
$
|
2,314,879
|
|
|
$
|
2,155,865
|
|
|
$
|
1,962,353
|
|
|
$
|
1,650,459
|
|
|
$
|
1,310,093
|
|
Operating expenses
|
2,069,747
|
|
|
2,022,118
|
|
|
1,832,955
|
|
|
1,630,176
|
|
|
1,218,815
|
|
|||||
Operating income
|
245,132
|
|
|
133,747
|
|
|
129,398
|
|
|
20,283
|
|
|
91,278
|
|
|||||
Net Income (Loss)(a)
|
68,926
|
|
|
51,854
|
|
|
52,237
|
|
|
(2,649
|
)
|
|
110,255
|
|
|||||
Net Income (Loss) Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.29
|
|
|
$
|
1.00
|
|
|
$
|
1.04
|
|
|
$
|
(0.05
|
)
|
|
$
|
2.15
|
|
Diluted
|
1.10
|
|
|
0.98
|
|
|
1.01
|
|
|
(0.05
|
)
|
|
2.10
|
|
|||||
Balance Sheet Items as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
2,602,528
|
|
|
$
|
2,164,261
|
|
|
$
|
1,865,824
|
|
|
$
|
1,487,529
|
|
|
$
|
1,117,499
|
|
Long-term debt, less discount, and capital lease obligations, excluding current maturities (b)
|
893,288
|
|
|
744,286
|
|
|
553,009
|
|
|
424,436
|
|
|
171,884
|
|
(a)
|
In 2010, as a result of our demonstrated ability to generate sufficient taxable income, combined with certain tax planning strategies, management concluded that it was more likely than not that we would realize our deferred tax assets. Therefore, net income was positively affected by the release of our remaining valuation allowance of $57.5 million.
|
(b)
|
In 2014, we received proceeds of
$368.4 million
in connection with the EETC financing for the purchase of five Airbus A330-200 aircraft. In 2013, we borrowed $132.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft, and received proceeds of $76.1 million in connection with the EETC financing for the purchase of one Airbus A330-200 aircraft. In 2012, we borrowed $133.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft and took delivery of three aircraft (two Boeing 717 aircraft and one Airbus A330-200 aircraft) under capital leases. In 2011, we issued $86.25 million principal amount of convertible notes due March 2016 and used the proceeds to pay off our outstanding secured revolving credit facility, borrowed $192.8 million through secured loan agreements to finance a portion of the purchase price of 15 Boeing 717-200 aircraft and borrowed $132.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft. See further discussion at
Note 8
to the consolidated financial statements.
|
•
|
Operating income grew to
$245 million
compared to
$134 million
in the prior-year period.
|
•
|
Pre-tax income grew to
$113 million
compared to
$86 million
in the prior-year period.
|
•
|
GAAP net income of
$69 million
or
$1.10
per diluted share compared to
$52 million
or
$0.98
per diluted share in the prior-year period.
|
•
|
Adjusted net income, reflecting economic fuel expense, of
$97 million
or
$1.55
per diluted share compared to
$47 million
or
$0.88
per share in the prior-year period.
|
•
|
Unrestricted cash and cash equivalents and short-term investments of
$524 million
compared to
$423 million
in the prior year period.
|
|
Year ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except as otherwise indicated)
|
||||||||||
Scheduled Operations (c) :
|
|
|
|
|
|
|
|
|
|||
Revenue passengers flown
|
10,191
|
|
|
9,929
|
|
|
9,476
|
|
|||
Revenue passenger miles (RPM)
|
13,910,804
|
|
|
13,658,072
|
|
|
12,195,875
|
|
|||
Available seat miles (ASM)
|
17,062,264
|
|
|
16,761,761
|
|
|
14,660,030
|
|
|||
Passenger revenue per RPM (Yield)
|
|
14.70
|
¢
|
|
|
14.22
|
¢
|
|
|
14.49
|
¢
|
Passenger load factor (RPM/ASM)
|
81.5
|
%
|
|
81.5
|
%
|
|
83.2
|
%
|
|||
Passenger revenue per ASM (PRASM)
|
|
11.99
|
¢
|
|
|
11.59
|
¢
|
|
|
12.05
|
¢
|
Total Operations (c) :
|
|
|
|
|
|
|
|
|
|||
Revenue passengers flown
|
10,195
|
|
|
9,936
|
|
|
9,484
|
|
|||
RPM
|
13,921,147
|
|
|
13,677,645
|
|
|
12,217,635
|
|
|||
ASM
|
17,073,630
|
|
|
16,785,827
|
|
|
14,687,472
|
|
|||
Operating revenue per ASM (RASM)
|
|
13.56
|
¢
|
|
|
12.84
|
¢
|
|
|
13.36
|
¢
|
Operating cost per ASM (CASM)
|
|
12.12
|
¢
|
|
|
12.05
|
¢
|
|
|
12.48
|
¢
|
CASM excluding aircraft fuel (b)
|
|
8.15
|
¢
|
|
|
7.88
|
¢
|
|
|
8.18
|
¢
|
Aircraft fuel expense per ASM (a)
|
|
3.97
|
¢
|
|
|
4.17
|
¢
|
|
|
4.30
|
¢
|
Revenue block hours operated
|
166,362
|
|
|
161,965
|
|
|
147,810
|
|
|||
Gallons of jet fuel consumed
|
230,199
|
|
|
226,214
|
|
|
199,465
|
|
|||
Average cost per gallon of jet fuel (actual) (a)
|
$
|
2.95
|
|
|
$
|
3.09
|
|
|
$
|
3.17
|
|
(a)
|
Includes applicable taxes and fees.
|
(b)
|
Represents adjusted unit costs, a non-GAAP measure. We believe this is a useful measure because it better reflects our controllable costs. See "Non-GAAP Financial Measures" below for our reconciliation of non-GAAP measures.
|
(c)
|
Includes the operations of our contract carrier under a capacity purchase agreement.
|
|
Year Ended December 31, 2014 as compared to December 31, 2013
|
|
Year Ended December 31, 2013 as compared to December 31, 2012
|
||||||||||||||||||||||
|
Change in scheduled passenger revenue
|
|
Change in
Yield |
|
Change in
RPM |
|
Change in
ASM |
|
Change in scheduled passenger revenue
|
|
Change in
Yield |
|
Change in
RPM |
|
Change in
ASM |
||||||||||
|
(in millions)
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
111.4
|
|
|
5.1
|
%
|
|
6.9
|
%
|
|
10.2
|
%
|
|
$
|
81.7
|
|
|
3.7
|
%
|
|
6.2
|
%
|
|
5.8
|
%
|
Neighbor Island
|
35.7
|
|
|
6.0
|
|
|
1.8
|
|
|
3.7
|
|
|
33.6
|
|
|
5.9
|
|
|
1.9
|
|
|
(2.7
|
)
|
||
International
|
(44.8
|
)
|
|
(0.8
|
)
|
|
(6.9
|
)
|
|
(10.4
|
)
|
|
60.5
|
|
|
(11.6
|
)
|
|
26.1
|
|
|
33.0
|
|
||
Total scheduled
|
$
|
102.3
|
|
|
3.4
|
%
|
|
1.9
|
%
|
|
1.8
|
%
|
|
$
|
175.8
|
|
|
(1.9
|
)%
|
|
12.0
|
%
|
|
14.3
|
%
|
|
Changes in operating expenses for the year ended December 31, 2014 as compared to December 31, 2013
|
|
Changes in operating expenses for the year ended December 31, 2013 as compared to December 31, 2012
|
||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||
Operating expense:
|
|
|
|
|
|
|
|
|
|
|
|
||
Aircraft fuel, including taxes and delivery
|
$
|
(20,549
|
)
|
|
(2.9
|
)%
|
|
$
|
67,061
|
|
|
10.6
|
%
|
Wages and benefits
|
20,008
|
|
|
4.7
|
|
|
50,864
|
|
|
13.5
|
|
||
Aircraft rent
|
(2,112
|
)
|
|
(1.9
|
)
|
|
9,748
|
|
|
9.9
|
|
||
Maintenance materials and repairs
|
22,232
|
|
|
10.9
|
|
|
19,835
|
|
|
10.8
|
|
||
Aircraft and passenger servicing
|
2,145
|
|
|
1.8
|
|
|
16,810
|
|
|
16.2
|
|
||
Commissions and other selling
|
(3,382
|
)
|
|
(2.7
|
)
|
|
11,576
|
|
|
10.1
|
|
||
Depreciation and amortization
|
13,324
|
|
|
16.0
|
|
|
(2,549
|
)
|
|
(3.0
|
)
|
||
Other rentals and landing fees
|
6,585
|
|
|
8.1
|
|
|
(4,306
|
)
|
|
(5.0
|
)
|
||
Other
|
9,378
|
|
|
5.4
|
|
|
20,124
|
|
|
13.2
|
|
||
Total
|
$
|
47,629
|
|
|
2.4
|
%
|
|
$
|
189,163
|
|
|
10.3
|
%
|
|
Year Ended December 31,
|
|
% Change from Year Ended
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in thousands, except per-gallon amounts)
|
|
|
|
|
||||||||||||
Aircraft fuel expense, including taxes and delivery
|
$
|
678,253
|
|
|
$
|
698,802
|
|
|
$
|
631,741
|
|
|
(2.9
|
)%
|
|
10.6
|
%
|
Fuel gallons consumed
|
230,199
|
|
|
226,214
|
|
|
199,465
|
|
|
1.8
|
%
|
|
13.4
|
%
|
|||
Average fuel price per gallon, including taxes and delivery
|
$
|
2.95
|
|
|
$
|
3.09
|
|
|
$
|
3.17
|
|
|
(4.5
|
)%
|
|
(2.5
|
)%
|
|
Year Ended December 31,
|
|
% Change from Year Ended
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in thousands, except per-gallon amounts)
|
|
|
|
|
||||||||||||
Aircraft fuel expense, including taxes and delivery
|
$
|
678,253
|
|
|
$
|
698,802
|
|
|
$
|
631,741
|
|
|
(2.9
|
)%
|
|
10.6
|
%
|
Realized losses on settlement of fuel derivative contracts
|
20,365
|
|
|
14,018
|
|
|
7,372
|
|
|
45.3
|
%
|
|
90.2
|
%
|
|||
Economic fuel expense
|
$
|
698,618
|
|
|
$
|
712,820
|
|
|
$
|
639,113
|
|
|
(2.0
|
)%
|
|
11.5
|
%
|
Fuel gallons consumed
|
230,199
|
|
|
226,214
|
|
|
199,465
|
|
|
1.8
|
%
|
|
13.4
|
%
|
|||
Economic fuel costs per gallon
|
$
|
3.03
|
|
|
$
|
3.15
|
|
|
$
|
3.20
|
|
|
(3.8
|
)%
|
|
(1.6
|
)%
|
Aircraft Type
|
Firm
Orders |
|
Purchase
Rights |
|
Expected Delivery Dates
|
||
A330-200 aircraft
|
3
|
|
|
3
|
|
|
In 2015
|
A330-800neo aircraft
|
6
|
|
|
6
|
|
|
Between 2019 and 2021
|
A321neo aircraft
|
16
|
|
|
9
|
|
|
Between 2017 and 2020
|
Rolls-Royce spare engines:
|
|
|
|
|
|
|
|
A330-800neo spare engines
|
2
|
|
|
—
|
|
|
Between 2019 and 2020
|
Pratt & Whitney spare engines:
|
|
|
|
|
|
||
A321neo spare engines
|
2
|
|
|
—
|
|
|
Between 2017 and 2018
|
Contractual Obligations
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Debt and capital lease obligations(1)(2)
|
$
|
1,332,613
|
|
|
$
|
214,241
|
|
|
$
|
271,082
|
|
|
$
|
271,270
|
|
|
$
|
576,020
|
|
Operating leases—aircraft and related equipment(3)
|
605,214
|
|
|
102,972
|
|
|
168,248
|
|
|
162,332
|
|
|
171,662
|
|
|||||
Operating leases—non-aircraft
|
46,261
|
|
|
5,228
|
|
|
9,508
|
|
|
8,190
|
|
|
23,335
|
|
|||||
Purchase commitments—Capital(4)
|
1,848,052
|
|
|
203,156
|
|
|
301,631
|
|
|
908,424
|
|
|
434,841
|
|
|||||
Purchase commitments—Operating(5)
|
547,353
|
|
|
70,003
|
|
|
115,625
|
|
|
97,688
|
|
|
264,037
|
|
|||||
Projected employee benefit contributions(6)
|
31,666
|
|
|
5,122
|
|
|
26,544
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
4,411,159
|
|
|
$
|
600,722
|
|
|
$
|
892,638
|
|
|
$
|
1,447,904
|
|
|
$
|
1,469,895
|
|
(1)
|
Amounts represent contractual amounts due, including interest. Interest on variable-rate debt was estimated using rates in effect as of
December 31, 2014
. Amount reflects capital lease obligations for one Airbus A330-200 aircraft, two Boeing 717 aircraft and one A330 flight simulator.
|
(2)
|
During the quarter ended
December 31, 2014
a condition for conversion of the Convertible Note was satisfied, which permits holders of the Convertible Notes to surrender their notes for conversion in the first quarter of
2015
. Therefore, the principal balance is classified accordingly in the above table. However, the 5% interest-only, semiannual payments are excluded from the table.
|
(3)
|
Amounts reflect leases for six Airbus A330-200 aircraft, six Boeing 767 aircraft, one Boeing 717 aircraft and aircraft-related equipment as of
December 31, 2014
.
|
(4)
|
Amounts include our firm commitments for aircraft and aircraft related equipment. See
Note 13
for further discussion over the purchase assignment and leaseback transactions over our remaining three A330-200 aircraft deliveries in 2015.
|
(5)
|
Amounts include commitments for services provided by third-parties for aircraft maintenance for our Airbus fleet, accounting, IT and reservations. Total contractual obligations do not include long-term contracts where the commitment is variable in nature (with no minimum guarantee), such as aircraft maintenance deposits due under operating leases and fees due under certain other agreements such as aircraft maintenance power-by-the-hour, computer reservation systems and credit card processing agreements, or when the agreements contain short-term cancellation provisions.
|
(6)
|
Amounts include our estimated contributions to our pension plans (based on actuarially determined estimates) and our pilots' disability plan. Amounts are subject to change based on numerous factors, including interest rate levels, the amount and timing of asset returns and the impact of future legislation. We are currently unable to estimate the projected contributions beyond 2017.
|
•
|
We believe it is the basis by which we are evaluated by industry analysts and investors;
|
•
|
These measures are often used in management and board of directors decision making analysis;
|
•
|
It improves a reader's ability to compare our results to those of other airlines; and
|
•
|
It is consistent with how we present information in our quarterly earnings press releases.
|
•
|
Unrealized (gains) losses on fuel derivative contracts, net of tax, are based on market prices for open contracts as of the end of the reporting period. As the cost and availability of fuel is volatile, excluding the impact of fuel derivative adjustments allow investors to better analyze our operational performance and compare our results to other airlines in the periods presented below.
|
•
|
Loss on extinguishment of debt, net of tax, is excluded to allow investors to better analyze our core operational performance and compare our results to other airlines in the periods presented below.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Net Income
|
|
Diluted Net Income Per Share
|
|
Net Income
|
|
Diluted Net Income Per Share
|
|
Net Income
|
|
Diluted Net Income Per Share
|
||||||||||||
As reported—GAAP
|
$
|
68,926
|
|
|
$
|
1.10
|
|
|
$
|
51,854
|
|
|
$
|
0.98
|
|
|
$
|
53,237
|
|
|
$
|
1.01
|
|
Add: unrealized (gains) losses on fuel derivative contracts, net of tax
|
25,864
|
|
|
0.41
|
|
|
(5,210
|
)
|
|
(0.10
|
)
|
|
2,375
|
|
|
0.05
|
|
||||||
Add: loss on extinguishment of debt, net of tax
|
2,331
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reflecting economic fuel expense and excluding loss on extinguishment of debt
|
$
|
97,121
|
|
|
$
|
1.55
|
|
|
$
|
46,644
|
|
|
$
|
0.88
|
|
|
$
|
55,612
|
|
|
$
|
1.06
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
GAAP operating expenses
|
$
|
2,069,747
|
|
|
$
|
2,022,118
|
|
|
$
|
1,832,955
|
|
Less: aircraft fuel, including taxes and delivery
|
(678,253
|
)
|
|
(698,802
|
)
|
|
(631,741
|
)
|
|||
Adjusted operating expenses—excluding aircraft fuel
|
$
|
1,391,494
|
|
|
$
|
1,323,316
|
|
|
$
|
1,201,214
|
|
Available Seat Miles
|
17,073,630
|
|
|
16,785,827
|
|
|
14,687,472
|
|
|||
CASM—GAAP
|
|
12.12
|
¢
|
|
|
12.05
|
¢
|
|
|
12.48
|
¢
|
Less: aircraft fuel
|
(3.97
|
)
|
|
(4.17
|
)
|
|
(4.30
|
)
|
|||
CASM—excluding aircraft fuel
|
|
8.15
|
¢
|
|
|
7.88
|
¢
|
|
|
8.18
|
¢
|
+
|
Expected return on plan assets used to determine the net periodic benefit expense for
2015
is
6.89%
for the pension plans and
5.40%
for the disability plan.
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Increase in estimated 2015 pension expense
|
$
|
2.6
|
|
Increase in estimated 2015 disability benefit expense
|
0.2
|
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Increase in pension obligation as of December 31, 2014
|
$
|
66.7
|
|
Increase in other postretirement benefit obligation as of December 31, 2014
|
46.1
|
|
|
Increase in estimated 2015 pension expense
|
3.0
|
|
|
Increase in estimated 2015 other postretirement benefit expense
|
7.0
|
|
|
100 Basis Point Increase
|
||
|
(in millions)
|
||
Increase in other postretirement benefit obligation as of December 31, 2014
|
$
|
43.2
|
|
Increase in estimated 2015 other postretirement benefit expense
|
8.9
|
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Decrease in other postretirement benefit obligation as of December 31, 2014
|
$
|
33.2
|
|
Decrease in estimated 2015 other postretirement benefit expense
|
6.6
|
|
•
|
We evaluate the aircraft's condition, including the airframe, the engines, the auxiliary power unit and the landing gear.
|
•
|
We then project future usage of the aircraft during the term of the lease based on our business and fleet plan.
|
•
|
We estimate the cost of performing the next scheduled maintenance event. These estimates are based on the experience of our maintenance personnel and available industry data, including historical fleet operating statistic reports published by the aircraft and engine manufacturers.
|
•
|
We compare the forecasted maintenance deposits to be paid at the time of the next scheduled maintenance event to the estimated cost of the next scheduled maintenance event. Those costs not expected to be recoverable are considered to be not substantially and contractually related to maintenance of the leased asset.
|
•
|
We prospectively account for any changes in estimates.
|
Index
|
Rate
|
|
One-month LIBOR
|
0.1635
|
%
|
|
Page
|
Hawaiian Holdings, Inc.
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|||
Passenger
|
$
|
2,045,052
|
|
|
$
|
1,942,829
|
|
|
$
|
1,767,041
|
|
Other
|
269,827
|
|
|
213,036
|
|
|
195,312
|
|
|||
Total
|
2,314,879
|
|
|
2,155,865
|
|
|
1,962,353
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
||||
Aircraft fuel, including taxes and delivery
|
678,253
|
|
|
698,802
|
|
|
631,741
|
|
|||
Wages and benefits
|
447,446
|
|
|
427,438
|
|
|
376,574
|
|
|||
Aircraft rent
|
106,422
|
|
|
108,534
|
|
|
98,786
|
|
|||
Maintenance materials and repairs
|
225,619
|
|
|
203,387
|
|
|
183,552
|
|
|||
Aircraft and passenger servicing
|
122,780
|
|
|
120,635
|
|
|
103,825
|
|
|||
Commissions and other selling
|
122,518
|
|
|
125,900
|
|
|
114,324
|
|
|||
Depreciation and amortization
|
96,374
|
|
|
83,050
|
|
|
85,599
|
|
|||
Other rentals and landing fees
|
87,902
|
|
|
81,317
|
|
|
85,623
|
|
|||
Other
|
182,433
|
|
|
173,055
|
|
|
152,931
|
|
|||
Total
|
2,069,747
|
|
|
2,022,118
|
|
|
1,832,955
|
|
|||
Operating Income
|
245,132
|
|
|
133,747
|
|
|
129,398
|
|
|||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
||||
Interest expense and amortization of debt discounts and issuance costs
|
(64,240
|
)
|
|
(50,453
|
)
|
|
(43,522
|
)
|
|||
Interest income
|
1,684
|
|
|
639
|
|
|
580
|
|
|||
Capitalized interest
|
8,024
|
|
|
12,625
|
|
|
10,524
|
|
|||
Losses on fuel derivatives
|
(63,471
|
)
|
|
(5,334
|
)
|
|
(11,330
|
)
|
|||
Other, net
|
(13,682
|
)
|
|
(4,814
|
)
|
|
136
|
|
|||
Total
|
(131,685
|
)
|
|
(47,337
|
)
|
|
(43,612
|
)
|
|||
Income Before Income Taxes
|
113,447
|
|
|
86,410
|
|
|
85,786
|
|
|||
Income tax expense
|
44,521
|
|
|
34,556
|
|
|
32,549
|
|
|||
Net Income
|
$
|
68,926
|
|
|
$
|
51,854
|
|
|
$
|
53,237
|
|
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.29
|
|
|
$
|
1.00
|
|
|
$
|
1.04
|
|
Diluted
|
$
|
1.10
|
|
|
$
|
0.98
|
|
|
$
|
1.01
|
|
Weighted Average Number of Common Stock Shares Outstanding:
|
|
|
|
|
|
|
|
||||
Basic
|
53,591
|
|
|
52,099
|
|
|
51,314
|
|
|||
Diluted
|
62,822
|
|
|
53,155
|
|
|
52,535
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Net Income
|
$
|
68,926
|
|
|
$
|
51,854
|
|
|
$
|
53,237
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
|
|||
Net change related to employee benefit plans, net of tax benefit of $50,968 for 2014, tax expense of $38,886 for 2013 and tax benefit of $9,224 for 2012
|
(83,461
|
)
|
|
61,995
|
|
|
(11,714
|
)
|
|||
Net change in derivative instruments, net of tax expense of $2,188 and $5,696 for 2014 and 2013, respectively
|
3,589
|
|
|
9,373
|
|
|
—
|
|
|||
Net change in available-for-sale investments, net of tax benefit of $154 for 2014
|
(254
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
(80,126
|
)
|
|
71,368
|
|
|
(11,714
|
)
|
|||
Total Comprehensive Income (Loss)
|
$
|
(11,200
|
)
|
|
$
|
123,222
|
|
|
$
|
41,523
|
|
|
2014
|
|
2013
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
|
|||
Current Assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
264,087
|
|
|
$
|
423,384
|
|
Restricted cash
|
6,566
|
|
|
19,434
|
|
||
Short-term investments
|
260,121
|
|
|
—
|
|
||
Accounts receivable, net
|
80,737
|
|
|
74,245
|
|
||
Spare parts and supplies, net
|
18,011
|
|
|
19,767
|
|
||
Deferred tax assets, net
|
21,943
|
|
|
17,325
|
|
||
Prepaid expenses and other
|
53,382
|
|
|
51,652
|
|
||
Total
|
704,847
|
|
|
605,807
|
|
||
Property and equipment, net
|
|
|
|
|
|||
Flight equipment
|
1,741,444
|
|
|
1,299,861
|
|
||
Pre-delivery deposits on flight equipment
|
97,685
|
|
|
188,738
|
|
||
Other property and equipment
|
201,871
|
|
|
172,835
|
|
||
|
2,041,000
|
|
|
1,661,434
|
|
||
Less accumulated depreciation and amortization
|
(367,507
|
)
|
|
(327,102
|
)
|
||
Total
|
1,673,493
|
|
|
1,334,332
|
|
||
Other Assets:
|
|
|
|
|
|||
Long-term prepayments and other
|
96,225
|
|
|
91,953
|
|
||
Restricted cash
|
—
|
|
|
1,566
|
|
||
Intangible assets, net
|
21,300
|
|
|
23,940
|
|
||
Goodwill
|
106,663
|
|
|
106,663
|
|
||
Total Assets
|
$
|
2,602,528
|
|
|
$
|
2,164,261
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|||
Current Liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
97,260
|
|
|
$
|
89,787
|
|
Air traffic liability
|
424,336
|
|
|
409,086
|
|
||
Other accrued liabilities
|
141,919
|
|
|
97,571
|
|
||
Current maturities of long-term debt, less discount, and capital lease obligations
|
156,349
|
|
|
62,187
|
|
||
Total
|
819,864
|
|
|
658,631
|
|
||
Long-Term Debt, less discount, and Capital Lease Obligations
|
893,288
|
|
|
744,286
|
|
||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|||
Accumulated pension and other postretirement benefit obligations
|
407,864
|
|
|
264,106
|
|
||
Other liabilities and deferred credits
|
72,650
|
|
|
59,424
|
|
||
Deferred tax liability, net
|
41,629
|
|
|
40,950
|
|
||
Total
|
522,143
|
|
|
364,480
|
|
||
Commitments and Contingent Liabilities
|
|
|
|
|
|
||
Shareholders' Equity:
|
|
|
|
|
|||
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at December 31, 2014 and 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 54,455,568 and 52,423,085 shares issued and outstanding as of December 31, 2014 and 2013, respectively.
|
545
|
|
|
524
|
|
||
Capital in excess of par value
|
251,432
|
|
|
269,884
|
|
||
Accumulated income
|
238,068
|
|
|
169,142
|
|
||
Accumulated other comprehensive loss, net
|
(122,812
|
)
|
|
(42,686
|
)
|
||
Total
|
367,233
|
|
|
396,864
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
2,602,528
|
|
|
$
|
2,164,261
|
|
|
Common
Stock(*) |
|
Special
Preferred Stock(**) |
|
Capital In Excess of Par Value
|
|
Accumulated Income
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2011
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
260,658
|
|
|
$
|
64,051
|
|
|
$
|
(102,340
|
)
|
|
$
|
222,876
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
53,237
|
|
|
—
|
|
|
53,237
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,714
|
)
|
|
(11,714
|
)
|
||||||
Issuance of 710,361 shares of common stock related to stock awards
|
7
|
|
|
—
|
|
|
763
|
|
|
—
|
|
|
—
|
|
|
770
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
3,433
|
|
|
—
|
|
|
—
|
|
|
3,433
|
|
||||||
Balance at December 31, 2012
|
$
|
514
|
|
|
$
|
—
|
|
|
$
|
264,854
|
|
|
$
|
117,288
|
|
|
$
|
(114,054
|
)
|
|
$
|
268,602
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
51,854
|
|
|
—
|
|
|
51,854
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
71,368
|
|
|
71,368
|
|
||||||
Issuance of 983,151 shares of common stock related to stock awards
|
10
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
—
|
|
|
989
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
4,573
|
|
|
—
|
|
|
—
|
|
|
4,573
|
|
||||||
Excess tax benefits from stock issuance
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
||||||
Balance at December 31, 2013
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
269,884
|
|
|
$
|
169,142
|
|
|
$
|
(42,686
|
)
|
|
$
|
396,864
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
68,926
|
|
|
—
|
|
|
68,926
|
|
||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(80,126
|
)
|
|
(80,126
|
)
|
||||||
Issuance of 2,032,486 shares of common stock related to stock awards
|
21
|
|
|
—
|
|
|
3,729
|
|
|
—
|
|
|
—
|
|
|
3,750
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
5,056
|
|
|
—
|
|
|
—
|
|
|
5,056
|
|
||||||
Excess tax benefits from stock issuance
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
387
|
|
||||||
Reacquisition of equity component of Convertible Notes
|
—
|
|
|
—
|
|
|
(27,624
|
)
|
|
—
|
|
|
—
|
|
|
(27,624
|
)
|
||||||
Balance at December 31, 2014
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
251,432
|
|
|
$
|
238,068
|
|
|
$
|
(122,812
|
)
|
|
$
|
367,233
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
||||
Net Income
|
$
|
68,926
|
|
|
$
|
51,854
|
|
|
$
|
53,237
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets
|
2,640
|
|
|
2,640
|
|
|
18,788
|
|
|||
Depreciation and amortization of property and equipment
|
94,969
|
|
|
81,645
|
|
|
69,521
|
|
|||
Deferred income taxes, net
|
43,084
|
|
|
34,106
|
|
|
31,333
|
|
|||
Stock compensation
|
6,680
|
|
|
4,573
|
|
|
3,516
|
|
|||
Loss on extinguishment of debt
|
2,617
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discounts and issuance costs
|
9,277
|
|
|
6,949
|
|
|
5,599
|
|
|||
Pension and postretirement benefit cost, net
|
9,535
|
|
|
12,543
|
|
|
11,627
|
|
|||
Other, net
|
(5,803
|
)
|
|
(9,986
|
)
|
|
(10,039
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Restricted cash
|
—
|
|
|
—
|
|
|
25,930
|
|
|||
Accounts receivable, net
|
(5,803
|
)
|
|
1,318
|
|
|
12,698
|
|
|||
Spare parts and supplies, net
|
(1,436
|
)
|
|
5,020
|
|
|
(6,660
|
)
|
|||
Prepaid expenses and other current assets
|
2,493
|
|
|
(6,391
|
)
|
|
(2,373
|
)
|
|||
Accounts payable
|
7,473
|
|
|
7,703
|
|
|
1,447
|
|
|||
Air traffic liability
|
15,250
|
|
|
20,440
|
|
|
85,264
|
|
|||
Other accrued liabilities
|
45,353
|
|
|
10,765
|
|
|
7,459
|
|
|||
Other assets and liabilities, net
|
5,175
|
|
|
20,091
|
|
|
3,670
|
|
|||
Net cash provided by operating activities
|
300,430
|
|
|
243,270
|
|
|
311,017
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
||||
Additions to property and equipment, including pre-delivery deposits, net
|
(442,229
|
)
|
|
(342,228
|
)
|
|
(290,699
|
)
|
|||
Net proceeds from disposition of equipment
|
16,953
|
|
|
14,414
|
|
|
—
|
|
|||
Purchases of investments
|
(458,592
|
)
|
|
—
|
|
|
—
|
|
|||
Sales of investments
|
197,046
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(686,822
|
)
|
|
(327,814
|
)
|
|
(290,699
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
7,001
|
|
|
2,376
|
|
|
1,488
|
|
|||
Long-term borrowings
|
368,430
|
|
|
243,110
|
|
|
133,000
|
|
|||
Repayments of long-term debt and capital lease obligations
|
(158,000
|
)
|
|
(113,592
|
)
|
|
(49,129
|
)
|
|||
Debt issuance costs
|
(1,519
|
)
|
|
(13,846
|
)
|
|
(3,828
|
)
|
|||
Change in restricted cash
|
14,434
|
|
|
(16,000
|
)
|
|
—
|
|
|||
Other
|
(3,251
|
)
|
|
—
|
|
|
(84
|
)
|
|||
Net cash provided by financing activities
|
227,095
|
|
|
102,048
|
|
|
81,447
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(159,297
|
)
|
|
17,504
|
|
|
101,765
|
|
|||
Cash and cash equivalents—Beginning of Year
|
423,384
|
|
|
405,880
|
|
|
304,115
|
|
|||
Cash and cash equivalents—End of Year
|
$
|
264,087
|
|
|
$
|
423,384
|
|
|
$
|
405,880
|
|
Boeing 717-200 aircraft and engines
|
7 - 11 years, 7 - 34% residual value
|
Boeing 767-300 aircraft and engines
|
7 - 20 years, 0 - 10% residual value
|
Airbus A330-200 aircraft and engines
|
25 years, 10% residual value
|
ATR42 Turboprop aircraft and engines
|
10 years, 15% residual value
|
Aircraft under capital leases
|
8 - 12 years, no residual value
|
Flight simulator under capital lease
|
25 years, 10% residual value
|
Major rotable parts
|
Average lease term or useful life for related aircraft, 10% - 15% residual value
|
Improvements to leased flight equipment
|
Shorter of lease term or useful life
|
Facility leasehold improvements
|
Shorter of lease term, including assumed lease renewals when renewal is economically compelled at key airports, or useful life
|
Furniture, fixtures and other equipment
|
3 - 7 years, no residual value
|
Capitalized software
|
3 - 7 years, no residual value
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Air traffic liability
|
$
|
49,618
|
|
|
$
|
51,264
|
|
Other liabilities and deferred credits
|
15,830
|
|
|
10,633
|
|
||
Total frequent flyer liability
|
$
|
65,448
|
|
|
$
|
61,897
|
|
|
|
|
|
|
|
Classification of Unrealized
Gains (Losses)
|
||
Derivative Type
|
|
Accounting Designation
|
|
Classification of Realized
Gains and Losses
|
|
Effective Portion
|
|
Ineffective Portion
|
Interest rate contracts
|
|
Designated as cash flow hedges
|
|
Interest expense and amortization of debt discounts and issuance costs
|
|
AOCI
|
|
Nonoperating income (expense)
|
Foreign currency exchange contracts
|
|
Designated as cash flow hedges
|
|
Passenger revenue
|
|
AOCI
|
|
Nonoperating income (expense)
|
Fuel hedge contracts
|
|
Not designated as hedges
|
|
Gains (losses) on fuel derivatives
|
|
Change in fair value is recorded in nonoperating income (expense)
|
||
Negative interest arbitrage associated with EETCs
|
|
Not designated as hedges
|
|
Nonoperating income (expense), Other
|
|
Change in fair value is recorded in nonoperating income (expense)
|
||
Foreign currency exchange contracts
|
|
Not designated as hedges
|
|
Nonoperating income (expense), Other
|
|
Change in fair value is recorded in nonoperating income (expense)
|
|
Year ended December 31,
|
|
|
||||||
Details about accumulated other comprehensive loss components
|
2014
|
|
2013
|
|
Affected line items in the statement where net income is presented
|
||||
|
(in thousands)
|
|
|
||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|||
Foreign currency derivative gains, net
|
$
|
(9,943
|
)
|
|
$
|
(9,016
|
)
|
|
Passenger revenue
|
Foreign currency derivative gains, net
|
—
|
|
|
(760
|
)
|
|
Other nonoperating expense
|
||
Interest rate derivative losses, net
|
813
|
|
|
656
|
|
|
Interest expense
|
||
Total before tax
|
(9,130
|
)
|
|
(9,120
|
)
|
|
|
||
Tax expense
|
3,456
|
|
|
3,447
|
|
|
|
||
Total, net of tax
|
$
|
(5,674
|
)
|
|
$
|
(5,673
|
)
|
|
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
|||
Actuarial loss
|
$
|
319
|
|
|
$
|
8,660
|
|
|
Wages and benefits
|
Prior service credit
|
226
|
|
|
(4
|
)
|
|
Wages and benefits
|
||
Total before tax
|
545
|
|
|
8,656
|
|
|
|
||
Tax benefit
|
(206
|
)
|
|
(3,336
|
)
|
|
|
||
Total, net of tax
|
$
|
339
|
|
|
$
|
5,320
|
|
|
|
Short-term investments
|
|
|
|
|
|
||||
Realized gain on sales of investments, net
|
(22
|
)
|
|
—
|
|
|
Other nonoperating income
|
||
Total before tax
|
(22
|
)
|
|
—
|
|
|
|
||
Tax expense
|
8
|
|
|
—
|
|
|
|
||
Total, net of tax
|
(14
|
)
|
|
—
|
|
|
|
||
Total reclassifications for the period
|
$
|
(5,349
|
)
|
|
$
|
(353
|
)
|
|
|
Year ended December 31, 2014
|
Interest
Rate Derivatives |
|
Foreign
Currency Derivatives |
|
Defined
Benefit Pension Items |
|
Short-Term Investments
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Beginning balance
|
$
|
1,096
|
|
|
$
|
8,277
|
|
|
$
|
(52,059
|
)
|
|
$
|
—
|
|
|
$
|
(42,686
|
)
|
Other comprehensive income before reclassifications, net of tax
|
(1,340
|
)
|
|
10,603
|
|
|
(83,800
|
)
|
|
(240
|
)
|
|
(74,777
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
498
|
|
|
(6,172
|
)
|
|
339
|
|
|
(14
|
)
|
|
(5,349
|
)
|
|||||
Net current-period other comprehensive income, net of tax
|
(842
|
)
|
|
4,431
|
|
|
(83,461
|
)
|
|
(254
|
)
|
|
(80,126
|
)
|
|||||
Ending balance
|
$
|
254
|
|
|
$
|
12,708
|
|
|
$
|
(135,520
|
)
|
|
$
|
(254
|
)
|
|
$
|
(122,812
|
)
|
Year ended December 31, 2013
|
Interest
Rate Derivatives |
|
Foreign
Currency Derivatives |
|
Defined
Benefit Pension Items |
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(114,054
|
)
|
|
$
|
(114,054
|
)
|
Other comprehensive income before reclassifications, net of tax
|
688
|
|
|
14,358
|
|
|
56,675
|
|
|
71,721
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
408
|
|
|
(6,081
|
)
|
|
5,320
|
|
|
(353
|
)
|
||||
Net current-period other comprehensive income, net of tax
|
1,096
|
|
|
8,277
|
|
|
61,995
|
|
|
71,368
|
|
||||
Ending balance
|
$
|
1,096
|
|
|
$
|
8,277
|
|
|
$
|
(52,059
|
)
|
|
$
|
(42,686
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands, except for per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net Income
|
$
|
68,926
|
|
|
$
|
51,854
|
|
|
$
|
53,237
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding—Basic
|
53,591
|
|
|
52,099
|
|
|
51,314
|
|
|||
Assumed exercise of stock options and awards
|
960
|
|
|
884
|
|
|
1,221
|
|
|||
Assumed exercise of convertible note premium
|
4,910
|
|
|
172
|
|
|
—
|
|
|||
Assumed conversion of warrants
|
3,361
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding—Diluted
|
62,822
|
|
|
53,155
|
|
|
52,535
|
|
|||
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.29
|
|
|
$
|
1.00
|
|
|
$
|
1.04
|
|
Diluted
|
$
|
1.10
|
|
|
$
|
0.98
|
|
|
$
|
1.01
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(in thousands)
|
|||||||
Stock Options
|
3
|
|
|
392
|
|
|
89
|
|
Deferred Stock
|
—
|
|
|
43
|
|
|
—
|
|
Restricted Stock
|
2
|
|
|
1,345
|
|
|
717
|
|
Convertible note premium
|
—
|
|
|
—
|
|
|
10,943
|
|
Warrants
|
—
|
|
|
10,943
|
|
|
10,943
|
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Corporate debt
|
|
$
|
180,794
|
|
|
$
|
43
|
|
|
$
|
(394
|
)
|
|
$
|
180,443
|
|
U.S. government and agency debt
|
|
38,268
|
|
|
—
|
|
|
(40
|
)
|
|
38,228
|
|
||||
Municipal bonds
|
|
23,849
|
|
|
4
|
|
|
(16
|
)
|
|
23,837
|
|
||||
Other fixed income securities
|
|
17,618
|
|
|
—
|
|
|
(5
|
)
|
|
17,613
|
|
||||
Total short-term investments
|
|
$
|
260,529
|
|
|
$
|
47
|
|
|
$
|
(455
|
)
|
|
$
|
260,121
|
|
|
|
Under 1 Year
|
|
1 to 5 Years
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Corporate debt
|
|
$
|
74,935
|
|
|
$
|
105,508
|
|
|
$
|
180,443
|
|
U.S. government and agency debt
|
|
10,933
|
|
|
27,295
|
|
|
38,228
|
|
|||
Municipal bonds
|
|
3,566
|
|
|
20,271
|
|
|
23,837
|
|
|||
Other fixed income securities
|
|
16,620
|
|
|
993
|
|
|
17,613
|
|
|||
Total short-term investments
|
|
$
|
106,054
|
|
|
$
|
154,067
|
|
|
$
|
260,121
|
|
Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
|
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and
|
|
Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.
|
|
Fair Value Measurements as of December 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
55,072
|
|
|
$
|
35,913
|
|
|
$
|
19,159
|
|
|
$
|
—
|
|
Restricted cash
|
6,566
|
|
|
6,566
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments
|
260,121
|
|
|
—
|
|
|
260,121
|
|
|
—
|
|
||||
Fuel derivative contracts
|
32,637
|
|
|
—
|
|
|
32,637
|
|
|
—
|
|
||||
Foreign currency derivatives
|
19,746
|
|
|
—
|
|
|
19,746
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
374,142
|
|
|
$
|
42,479
|
|
|
$
|
331,663
|
|
|
$
|
—
|
|
Fuel derivative contracts
|
71,447
|
|
|
—
|
|
|
71,447
|
|
|
—
|
|
||||
Interest rate derivative
|
129
|
|
|
—
|
|
|
129
|
|
|
—
|
|
||||
Negative interest arbitrage derivative
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Total liabilities measured at fair value
|
$
|
72,076
|
|
|
$
|
—
|
|
|
$
|
71,576
|
|
|
$
|
500
|
|
|
Fair Value Measurements as of December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
269,384
|
|
|
$
|
269,384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
21,000
|
|
|
21,000
|
|
|
—
|
|
|
—
|
|
||||
Fuel derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil call options
|
7,121
|
|
|
—
|
|
|
7,121
|
|
|
—
|
|
||||
Crude oil put options
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
||||
Heating oil put options
|
417
|
|
|
—
|
|
|
417
|
|
|
—
|
|
||||
Heating oil swaps
|
5,863
|
|
|
—
|
|
|
5,863
|
|
|
—
|
|
||||
Foreign currency derivatives
|
12,494
|
|
|
—
|
|
|
12,494
|
|
|
—
|
|
||||
Interest rate derivative
|
1,121
|
|
|
—
|
|
|
1,121
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
317,586
|
|
|
$
|
290,384
|
|
|
$
|
27,202
|
|
|
$
|
—
|
|
Fuel derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil call options
|
$
|
7,121
|
|
|
$
|
—
|
|
|
$
|
7,121
|
|
|
$
|
—
|
|
Crude oil put options
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
||||
Heating oil swaps
|
187
|
|
|
—
|
|
|
187
|
|
|
—
|
|
||||
Foreign currency derivatives
|
1,188
|
|
|
—
|
|
|
1,188
|
|
|
—
|
|
||||
Negative interest arbitrage derivative
|
12,865
|
|
|
—
|
|
|
—
|
|
|
12,865
|
|
||||
Total liabilities measured at fair value
|
$
|
21,547
|
|
|
$
|
—
|
|
|
$
|
8,682
|
|
|
$
|
12,865
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
12,865
|
|
|
$
|
—
|
|
Issuance of enhanced equipment trust certificates
|
—
|
|
|
12,865
|
|
||
Reduction of balance in connection with interest payment
|
(12,365
|
)
|
|
—
|
|
||
Ending balance
|
$
|
500
|
|
|
$
|
12,865
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Losses realized at settlement
|
$
|
(20,365
|
)
|
|
$
|
(14,018
|
)
|
|
$
|
(7,372
|
)
|
Reversal of prior period unrealized amounts
|
(2,331
|
)
|
|
6,013
|
|
|
2,367
|
|
|||
Unrealized gains (losses) that will settle in future periods
|
(40,775
|
)
|
|
2,671
|
|
|
(6,325
|
)
|
|||
Losses on fuel derivatives recorded as Nonoperating income (expense)
|
$
|
(63,471
|
)
|
|
$
|
(5,334
|
)
|
|
$
|
(11,330
|
)
|
|
Balance Sheet
Location |
|
Notional Amount
|
|
Final
Maturity Date |
|
Gross fair
value of assets |
|
Gross fair
value of (liabilities) |
|
Net
derivative position |
||||||
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate derivative
|
Other accrued liabilities
|
|
$57,400 U.S. dollars
|
|
April 2023
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
$
|
(26
|
)
|
|
Other liabilities and deferred credits(1)
|
|
|
|
|
|
—
|
|
|
(103
|
)
|
|
(103
|
)
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
6,909,050 Japanese Yen 51,380 Australian Dollars
|
|
December 2015
|
|
13,921
|
|
|
—
|
|
|
13,921
|
|
|||
|
Long-term prepayments and other
|
|
3,758,500 Japanese Yen
13,080 Australian Dollars |
|
November 2016
|
|
4,565
|
|
|
—
|
|
|
4,565
|
|
|||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
7,714,291 Japanese Yen
43,546 Australian Dollars |
|
December 2015
|
|
1,191
|
|
|
—
|
|
|
1,191
|
|
|||
|
Long-term prepayments and other
|
|
2,762,000 Japanese Yen
3,500 Australian Dollars |
|
August 2016
|
|
69
|
|
|
—
|
|
|
69
|
|
|||
Fuel derivative contracts
|
Other accrued liabilities
|
|
90,994 gallons
|
|
December 2015
|
|
32,637
|
|
|
(71,447
|
)
|
|
(38,810
|
)
|
|||
Negative arbitrage derivative
|
Other accrued liabilities
|
|
$444,540 U.S. dollars
|
|
January 2015
|
|
—
|
|
|
(500
|
)
|
|
(500
|
)
|
(1)
|
Represents the noncurrent portion of the
$57 million
interest rate derivative with final maturity in April 2023.
|
|
Balance Sheet
Location |
|
Notional Amount
|
|
Final
Maturity Date |
|
Gross fair
value of assets |
|
Gross fair
value of (liabilities) |
|
Net
derivative position |
||||||
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate derivative
|
Prepaid expenses and other
|
|
$63,800 U.S. dollars
|
|
April 2023
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
196
|
|
|
Long-term prepayments and other (1)
|
|
|
|
|
|
925
|
|
|
—
|
|
|
925
|
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
10,500,321 Japanese Yen
10,895,370 Korean Won 62,659 Australian Dollars 4,821 New Zealand Dollars |
|
December 2014
|
|
9,946
|
|
|
(450
|
)
|
|
9,496
|
|
|||
|
Long-term prepayments and other
|
|
1,980,949 Japanese Yen
16,681 Australian Dollars |
|
May 2015
|
|
1,673
|
|
|
—
|
|
|
1,673
|
|
|||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
6,180 Japanese Yen
58 Australian Dollars |
|
December 2014
|
|
577
|
|
|
(229
|
)
|
|
348
|
|
|||
|
Other accrued liabilities
|
|
|
|
|
|
298
|
|
|
(509
|
)
|
|
(211
|
)
|
|||
Fuel derivative contracts
|
Prepaid expenses and other
|
|
84,714 gallons
|
|
December 2014
|
|
13,587
|
|
|
(7,494
|
)
|
|
6,093
|
|
|||
Negative arbitrage derivative
|
Other accrued liabilities
|
|
$444,540 U.S. dollars
|
|
January 2015
|
|
—
|
|
|
(12,250
|
)
|
|
(12,250
|
)
|
|||
|
Other liabilities and deferred credits (2)
|
|
|
|
|
|
—
|
|
|
(615
|
)
|
|
(615
|
)
|
|
(Gain) Loss recognized in
AOCI on derivatives (effective portion) |
|
(Gain) Loss reclassified from
AOCI into income (effective portion) |
|
Gain recognized in nonoperating
(income) expense (ineffective portion) |
||||||||||||||||||
|
Year ended
December 31, |
|
Year ended
December 31, |
|
Year ended
December 31, |
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Foreign currency derivatives
|
$
|
(17,295
|
)
|
|
$
|
(22,781
|
)
|
|
$
|
(9,943
|
)
|
|
$
|
(9,016
|
)
|
|
$
|
—
|
|
|
$
|
(760
|
)
|
Interest rate derivatives
|
1,249
|
|
|
(1,593
|
)
|
|
813
|
|
|
656
|
|
|
—
|
|
|
—
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Interest rate derivative
|
$
|
—
|
|
|
$
|
196
|
|
Foreign currency derivatives
|
15,113
|
|
|
9,844
|
|
||
Fuel derivative contracts
|
—
|
|
|
6,093
|
|
||
Prepaid expenses
|
35,815
|
|
|
35,067
|
|
||
Other
|
2,454
|
|
|
452
|
|
||
Prepaid expenses and other
|
$
|
53,382
|
|
|
$
|
51,652
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Interest rate derivative
|
$
|
—
|
|
|
$
|
925
|
|
Foreign currency derivatives
|
4,633
|
|
|
1,673
|
|
||
Deposits
|
36,295
|
|
|
28,144
|
|
||
Maintenance reserves
|
10,457
|
|
|
9,650
|
|
||
Debt issuance costs
|
30,851
|
|
|
35,781
|
|
||
Other
|
13,989
|
|
|
15,780
|
|
||
Long-term prepayments and other
|
$
|
96,225
|
|
|
$
|
91,953
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Foreign currency derivatives
|
$
|
—
|
|
|
$
|
211
|
|
Interest rate derivative
|
26
|
|
|
—
|
|
||
Fuel derivative contracts
|
38,810
|
|
|
—
|
|
||
Negative arbitrage derivative
|
500
|
|
|
12,250
|
|
||
Accrued payroll and related
|
57,661
|
|
|
48,088
|
|
||
Accrued taxes
|
12,582
|
|
|
11,670
|
|
||
Other
|
32,340
|
|
|
25,352
|
|
||
Other accrued liabilities
|
$
|
141,919
|
|
|
$
|
97,571
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Interest rate derivative
|
$
|
103
|
|
|
$
|
—
|
|
Negative arbitrage derivative
|
—
|
|
|
615
|
|
||
Lease related obligations
|
35,934
|
|
|
26,303
|
|
||
Deferred revenue
|
34,764
|
|
|
32,299
|
|
||
Other
|
1,849
|
|
|
207
|
|
||
Other liabilities and deferred credits
|
$
|
72,650
|
|
|
$
|
59,424
|
|
|
As of December 31, 2014
|
|
|
|
||||||||||
|
Gross carrying
value |
|
Accumulated
amortization |
|
Net book value
|
|
Approximate
useful life (years) |
|
||||||
|
(in thousands)
|
|
|
|
||||||||||
Favorable aircraft and engine leases
|
$
|
8,674
|
|
|
$
|
(8,674
|
)
|
|
$
|
—
|
|
|
7
|
(*)
|
Favorable aircraft maintenance contracts
|
18,200
|
|
|
(12,305
|
)
|
|
5,895
|
|
|
14
|
(*)
|
|||
Frequent flyer program—customer relations
|
12,200
|
|
|
(10,580
|
)
|
|
1,620
|
|
|
11
|
|
|||
Hawaiian Airlines trade name
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|
Indefinite
|
|
|||
Operating certificates
|
3,660
|
|
|
(2,875
|
)
|
|
785
|
|
|
12
|
|
|||
Total intangible assets
|
$
|
55,734
|
|
|
$
|
(34,434
|
)
|
|
$
|
21,300
|
|
|
|
|
|
As of December 31, 2013
|
||||||||||
|
Gross carrying
value |
|
Accumulated
amortization |
|
Net book value
|
||||||
|
(in thousands)
|
||||||||||
Frequent flyer program—marketing relationships
|
$
|
119,900
|
|
|
$
|
(119,900
|
)
|
|
$
|
—
|
|
Favorable aircraft and engine leases
|
32,710
|
|
|
(32,710
|
)
|
|
—
|
|
|||
Favorable aircraft maintenance contracts
|
18,200
|
|
|
(11,069
|
)
|
|
7,131
|
|
|||
Frequent flyer program—customer relations
|
12,200
|
|
|
(9,476
|
)
|
|
2,724
|
|
|||
Hawaiian Airlines trade name
|
13,000
|
|
|
—
|
|
|
13,000
|
|
|||
Operating certificates
|
3,660
|
|
|
(2,575
|
)
|
|
1,085
|
|
|||
Total intangible assets
|
$
|
199,670
|
|
|
$
|
(175,730
|
)
|
|
$
|
23,940
|
|
2015
|
$
|
2,640
|
|
2016
|
2,052
|
|
|
2017
|
1,421
|
|
|
2018
|
1,236
|
|
|
2019
|
951
|
|
|
|
$
|
8,300
|
|
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Airbus A330-200 Aircraft Facility Agreements, interest rates ranging from 5.37%- 6.46%, quarterly principal and interest payments, maturing in 2023 - 2024(1)
|
$
|
270,154
|
|
|
$
|
353,723
|
|
Class A EETC, fixed interest rate of 3.9%, interest-only semiannual payments which started in January 2014, principal and interest payments which started in January 2015 and maturing in January 2026(2)
|
328,260
|
|
|
56,000
|
|
||
Class B EETC, fixed interest rate of 4.95%, interest-only semiannual payments which started in January 2014, principal and interest semiannual payments which started in January 2015 and maturing in January 2022(2)
|
116,280
|
|
|
20,110
|
|
||
Boeing 717-200 Aircraft Facility Agreements, fixed interest rate of 8%, monthly principal and interest payments, the remaining balance of $39.7 million due at maturity on June 2019(1)
|
136,792
|
|
|
154,422
|
|
||
Five year 5% unsecured convertible notes, with interest only semiannual payments, and the remaining balance due at maturity on March 15, 2016(4)
|
71,120
|
|
|
86,250
|
|
||
Boeing 767 Aircraft Facility Agreement, variable interest rate of 2.91% at December 31, 2014, quarterly principal and interest payments, maturing in December 2018(1)
|
29,881
|
|
|
35,000
|
|
||
Capital lease obligations (see Note 9)
|
101,740
|
|
|
110,668
|
|
||
Total debt and capital lease obligations
|
$
|
1,054,227
|
|
|
$
|
816,173
|
|
Less:
|
|
|
|
|
|
||
Unamortized discount on convertible note(3)
|
(4,590
|
)
|
|
(9,700
|
)
|
||
Current maturities
|
(156,349
|
)
|
|
(62,187
|
)
|
||
Long-Term Debt, less discount, and Capital Lease Obligations
|
$
|
893,288
|
|
|
$
|
744,286
|
|
(1)
|
Aircraft Facility Agreements are secured by aircraft.
|
(2)
|
The equipment notes underlying these EETCs are the direct obligations of Hawaiian.
|
(3)
|
As of
December 31, 2014
, the Convertible Note discount is being amortized to interest expense over the remaining term of
1.25
years.
|
(4)
|
During the three months ended December 31, 2014 a condition for conversion of the Convertible Note was satisfied, which permits holders of the Convertible Notes to surrender their notes for conversion during the quarter ending March 31, 2015. Therefore, the principal balance could be settled in as early as 2015 and is classified as a current liability in the Consolidated Balance Sheets.
|
•
|
During any calendar quarter after the calendar quarter ending June 30, 2011, and only during such calendar quarter, if the closing price of the Company's common stock for at least
20
trading days in the period of
30
consecutive trading days ending on the last trading day of the preceding calendar quarter exceeds
130%
of the conversion price per share of common stock in effect on the last day of such preceding calendar quarter;
|
•
|
During the
five
consecutive business days immediately after any
10
consecutive trading day period in which the average trading price per
$1,000
principal amount of the Convertible Notes during such period was less than
97%
of the product of the closing sale price of the common stock and the conversion rate on such trading day;
|
•
|
The Company makes specified distributions to holders of the Company's common stock or specified corporate transactions occur.
|
2015
|
$
|
151,722
|
|
2016
|
82,861
|
|
|
2017
|
82,092
|
|
|
2018
|
87,425
|
|
|
2019
|
99,070
|
|
|
Thereafter
|
449,317
|
|
|
|
$
|
952,487
|
|
|
Capital Leases
|
|
Operating Leases
|
||||||||||||
|
Aircraft
|
|
Other
|
|
Aircraft
|
|
Other
|
||||||||
|
(in thousands)
|
||||||||||||||
2015
|
$
|
13,705
|
|
|
$
|
1,190
|
|
|
$
|
102,972
|
|
|
$
|
5,228
|
|
2016
|
13,803
|
|
|
1,223
|
|
|
86,260
|
|
|
5,104
|
|
||||
2017
|
13,803
|
|
|
1,180
|
|
|
81,988
|
|
|
4,404
|
|
||||
2018
|
13,803
|
|
|
1,280
|
|
|
81,238
|
|
|
4,268
|
|
||||
2019
|
13,803
|
|
|
1,412
|
|
|
81,094
|
|
|
3,922
|
|
||||
Thereafter
|
45,742
|
|
|
9,279
|
|
|
171,662
|
|
|
22,335
|
|
||||
|
114,659
|
|
|
15,564
|
|
|
$
|
605,214
|
|
|
$
|
45,261
|
|
||
Less amounts representing interest
|
(24,379
|
)
|
|
(4,104
|
)
|
|
|
|
|
|
|
||||
Present value of minimum capital lease payments
|
$
|
90,280
|
|
|
$
|
11,460
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Income tax expense computed at the statutory federal rate
|
$
|
39,707
|
|
|
$
|
30,243
|
|
|
$
|
30,025
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|||
State income taxes, net of federal tax effect
|
3,677
|
|
|
2,631
|
|
|
2,999
|
|
|||
Nondeductible meals
|
925
|
|
|
971
|
|
|
910
|
|
|||
Other
|
212
|
|
|
711
|
|
|
(1,385
|
)
|
|||
Income tax expense
|
$
|
44,521
|
|
|
$
|
34,556
|
|
|
$
|
32,549
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accumulated pension and other postretirement benefits
|
$
|
155,353
|
|
|
$
|
100,907
|
|
Leases
|
7,674
|
|
|
7,009
|
|
||
Air traffic liability
|
11,951
|
|
|
10,390
|
|
||
Federal and state net operating loss carryforwards
|
122,134
|
|
|
91,911
|
|
||
Alternative minimum tax credit carryforwards
|
5,913
|
|
|
7,447
|
|
||
Other assets
|
43,137
|
|
|
24,782
|
|
||
Total deferred tax assets
|
$
|
346,162
|
|
|
$
|
242,446
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Intangible assets
|
$
|
(8,056
|
)
|
|
$
|
(9,050
|
)
|
Plant and equipment, principally accelerated depreciation
|
(358,717
|
)
|
|
(252,902
|
)
|
||
Other liabilities
|
925
|
|
|
(4,119
|
)
|
||
Total deferred tax liabilities
|
(365,848
|
)
|
|
(266,071
|
)
|
||
Net deferred tax liability
|
$
|
(19,686
|
)
|
|
$
|
(23,625
|
)
|
|
2014
|
|
2013
|
||||||||||||
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
||||||||
|
(in thousands)
|
||||||||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligations, beginning of year
|
$
|
(397,209
|
)
|
|
$
|
(154,864
|
)
|
|
$
|
(421,884
|
)
|
|
$
|
(183,944
|
)
|
Service cost
|
(1,359
|
)
|
|
(10,868
|
)
|
|
(2,555
|
)
|
|
(13,596
|
)
|
||||
Interest cost
|
(19,125
|
)
|
|
(8,527
|
)
|
|
(17,389
|
)
|
|
(7,888
|
)
|
||||
Actuarial gains (losses)
|
(84,723
|
)
|
|
(42,964
|
)
|
|
25,213
|
|
|
47,296
|
|
||||
Benefits paid
|
22,205
|
|
|
3,736
|
|
|
19,406
|
|
|
3,319
|
|
||||
less: federal subsidy on benefits paid
|
N/A
|
|
|
(58
|
)
|
|
N/A
|
|
|
(51
|
)
|
||||
Plan amendments
|
—
|
|
|
(2,453
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year(a)
|
$
|
(480,211
|
)
|
|
$
|
(215,998
|
)
|
|
$
|
(397,209
|
)
|
|
$
|
(154,864
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of assets, beginning of year
|
$
|
270,005
|
|
|
$
|
15,129
|
|
|
$
|
238,134
|
|
|
$
|
12,418
|
|
Actual return on plan assets
|
13,855
|
|
|
695
|
|
|
35,344
|
|
|
766
|
|
||||
Employer contribution
|
6,159
|
|
|
5,577
|
|
|
15,933
|
|
|
5,264
|
|
||||
Benefits paid
|
(22,205
|
)
|
|
(3,736
|
)
|
|
(19,406
|
)
|
|
(3,319
|
)
|
||||
Fair value of assets at end of year
|
$
|
267,814
|
|
|
$
|
17,665
|
|
|
$
|
270,005
|
|
|
$
|
15,129
|
|
Unfunded status at December 31,
|
$
|
(212,397
|
)
|
|
$
|
(198,333
|
)
|
|
$
|
(127,204
|
)
|
|
$
|
(139,735
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current benefit liability
|
$
|
(18
|
)
|
|
$
|
(2,848
|
)
|
|
$
|
(17
|
)
|
|
$
|
(2,816
|
)
|
Noncurrent benefit liability
|
(212,379
|
)
|
|
(195,485
|
)
|
|
(127,187
|
)
|
|
(136,919
|
)
|
||||
|
$
|
(212,397
|
)
|
|
$
|
(198,333
|
)
|
|
$
|
(127,204
|
)
|
|
$
|
(139,735
|
)
|
Amounts recognized in other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unamortized actuarial loss
|
$
|
145,823
|
|
|
$
|
50,078
|
|
|
$
|
57,265
|
|
|
$
|
6,435
|
|
Prior service cost (credit)
|
(53
|
)
|
|
2,203
|
|
|
(55
|
)
|
|
(22
|
)
|
||||
|
$
|
145,770
|
|
|
$
|
52,281
|
|
|
$
|
57,210
|
|
|
$
|
6,413
|
|
(a)
|
The accumulated pension benefit obligation as of
December 31, 2014
and
2013
was
$475.4 million
and
$391.5 million
, respectively.
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1,359
|
|
|
$
|
10,868
|
|
|
$
|
2,555
|
|
|
$
|
13,596
|
|
|
$
|
2,723
|
|
|
$
|
11,152
|
|
Interest cost
|
19,125
|
|
|
8,527
|
|
|
17,389
|
|
|
7,888
|
|
|
18,993
|
|
|
8,548
|
|
||||||
Expected return on plan assets
|
(18,337
|
)
|
|
(1,037
|
)
|
|
(15,348
|
)
|
|
(912
|
)
|
|
(15,253
|
)
|
|
(819
|
)
|
||||||
Recognized net actuarial loss (gain)
|
645
|
|
|
(326
|
)
|
|
6,246
|
|
|
2,414
|
|
|
4,653
|
|
|
2,717
|
|
||||||
Prior service cost (credit)
|
(2
|
)
|
|
229
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Net periodic benefit cost
|
$
|
2,790
|
|
|
$
|
18,261
|
|
|
$
|
10,840
|
|
|
$
|
22,984
|
|
|
$
|
11,114
|
|
|
$
|
21,596
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current year actuarial (gain) loss
|
$
|
89,204
|
|
|
$
|
43,318
|
|
|
$
|
(45,209
|
)
|
|
$
|
(47,143
|
)
|
|
$
|
17,178
|
|
|
$
|
11,148
|
|
Current year prior service cost
|
—
|
|
|
2,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial gain (loss)
|
(645
|
)
|
|
326
|
|
|
(6,246
|
)
|
|
(2,414
|
)
|
|
(4,653
|
)
|
|
(2,717
|
)
|
||||||
Amortization of prior service cost (credit)
|
2
|
|
|
(229
|
)
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
88,561
|
|
|
$
|
45,868
|
|
|
$
|
(51,453
|
)
|
|
$
|
(49,555
|
)
|
|
$
|
12,527
|
|
|
$
|
8,433
|
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
91,351
|
|
|
$
|
64,129
|
|
|
$
|
(40,613
|
)
|
|
$
|
(26,571
|
)
|
|
$
|
23,641
|
|
|
$
|
30,029
|
|
|
Pension
|
|
Postretirement
|
|
Disability
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Discount rate to determine net periodic benefit expense
|
5.01
|
%
|
|
4.10
|
%
|
|
5.21
|
%
|
|
4.24
|
%
|
|
4.99
|
%
|
|
4.06
|
%
|
Discount rate to determine projected benefit obligation
|
4.19
|
%
|
|
5.01
|
%
|
|
4.30
|
%
|
|
5.21
|
%
|
|
4.16
|
%
|
|
4.99
|
%
|
Expected return on plan assets
|
6.92
|
%
|
|
6.55
|
%
|
|
N/A
|
|
|
N/A
|
|
|
5.92
|
%
|
|
6.15
|
%
|
Rate of compensation increase
|
Various+
|
|
|
Various+
|
|
|
N/A
|
|
|
N/A
|
|
|
Various+
|
|
|
Various+
|
|
Health care trend rate to determine net periodic benefit expense
|
N/A
|
|
|
N/A
|
|
|
8.00
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care trend rate in 2019
|
N/A
|
|
|
N/A
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care trend rate to determine projected benefit obligation
|
N/A
|
|
|
N/A
|
|
|
7.50
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
Health care trend rate in 2018
|
N/A
|
|
|
N/A
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
+
|
Differs for each pilot based on current fleet and seat position on the aircraft and seniority service. Negotiated salary increases and expected changes in fleet and seat positions on the aircraft are included in the assumed rate of compensation increase which range from
1.8%
to
6.5%
in
2014
and
1.5%
to
6.0%
in
2013
.
|
++
|
Expected return on plan assets used to determine the net periodic benefit expense for
2015
is
6.89%
for Pension and
5.40%
for Disability.
|
|
(in thousands)
|
||
Increase in pension obligation as of December 31, 2014
|
$
|
29,842
|
|
Increase in other postretirement benefit obligation as of December 31, 2014
|
20,757
|
|
|
100 Basis
Point Increase |
|
100 Basis
Point Decrease |
||||
|
(in thousands)
|
||||||
Effect on postretirement benefit obligation at December 31, 2014
|
$
|
43,228
|
|
|
$
|
(33,189
|
)
|
Effect on total service and interest cost for the year ended December 31, 2014
|
3,897
|
|
|
(2,988
|
)
|
|
Pension
|
|
Other
|
||||
|
(in thousands)
|
||||||
Actuarial loss
|
$
|
8,296
|
|
|
$
|
2,422
|
|
Amortization of prior service credit
|
(2
|
)
|
|
(2
|
)
|
||
To be recognized in net periodic benefit cost from accumulated other comprehensive loss
|
$
|
8,294
|
|
|
$
|
2,420
|
|
|
Asset Allocation
|
||||
|
2014
|
|
Target
|
||
Equity securities
|
59
|
%
|
|
60
|
%
|
Fixed income securities
|
36
|
%
|
|
35
|
%
|
Real estate investment trusts
|
5
|
%
|
|
5
|
%
|
|
100
|
%
|
|
100
|
%
|
Level 1 —
|
Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
Level 2 —
|
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and
|
Level 3 —
|
Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.
|
|
|
Fair Value Measurements as of December 31, 2014
|
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
|
(in thousands)
|
|
|||||||||||||||
Pension Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity index funds
|
|
$
|
159,299
|
|
|
$
|
—
|
|
|
$
|
159,299
|
|
|
$
|
—
|
|
|
Fixed income funds
|
|
92,801
|
|
|
—
|
|
|
92,801
|
|
|
—
|
|
|
||||
Real estate investment fund
|
|
13,154
|
|
|
—
|
|
|
13,154
|
|
|
—
|
|
|
||||
Insurance company pooled separate account
|
|
2,113
|
|
|
—
|
|
|
2,113
|
|
|
—
|
|
|
||||
Total
|
|
$
|
267,367
|
|
|
$
|
—
|
|
|
$
|
267,367
|
|
|
$
|
—
|
|
|
Postretirement Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common collective trust fund
|
|
$
|
17,565
|
|
|
$
|
—
|
|
|
$
|
17,565
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements as of December 31, 2013
|
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
|
(in thousands)
|
|
|||||||||||||||
Pension Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
164
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common stock
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
||||
Equity index funds
|
|
160,286
|
|
|
—
|
|
|
160,286
|
|
|
—
|
|
|
||||
Fixed income funds
|
|
89,086
|
|
|
—
|
|
|
89,086
|
|
|
—
|
|
|
||||
Real estate investment fund
|
|
12,237
|
|
|
—
|
|
|
12,237
|
|
|
—
|
|
|
||||
Insurance company pooled separate account
|
|
1,281
|
|
|
—
|
|
|
1,281
|
|
|
—
|
|
|
||||
Total
|
|
$
|
263,056
|
|
|
$
|
166
|
|
|
$
|
262,890
|
|
|
$
|
—
|
|
|
Postretirement Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common collective trust fund
|
|
$
|
15,063
|
|
|
$
|
—
|
|
|
$
|
15,063
|
|
|
$
|
—
|
|
|
|
|
|
|
Other Benefits
|
|
||||||||
|
|
Pension
Benefits |
|
Gross
|
|
Expected
Federal Subsidy |
|
||||||
|
|
(in thousands)
|
|
||||||||||
2015
|
|
$
|
21,967
|
|
|
$
|
3,982
|
|
|
$
|
(54
|
)
|
|
2016
|
|
23,341
|
|
|
4,674
|
|
|
(61
|
)
|
|
|||
2017
|
|
24,705
|
|
|
5,355
|
|
|
(70
|
)
|
|
|||
2018
|
|
26,014
|
|
|
6,068
|
|
|
(80
|
)
|
|
|||
2019
|
|
27,171
|
|
|
6,859
|
|
|
(90
|
)
|
|
|||
2020 - 2022
|
|
145,159
|
|
|
47,521
|
|
|
(643
|
)
|
|
|||
|
|
$
|
268,357
|
|
|
$
|
74,459
|
|
|
$
|
(998
|
)
|
|
|
Number of units
|
|
Weighted
average grant date fair value |
|||
Non-vested at December 31, 2013
|
1,142,592
|
|
|
$
|
5.88
|
|
Granted during the period
|
348,009
|
|
|
10.04
|
|
|
Vested during the period
|
(353,344
|
)
|
|
5.89
|
|
|
Forfeited during the period
|
(133,628
|
)
|
|
6.89
|
|
|
Non-vested at December 31, 2014
|
1,003,629
|
|
|
$
|
7.19
|
|
|
Number of units
|
|
Weighted
average grant date fair value |
|||
Non-vested at December 31, 2013
|
560,898
|
|
|
$
|
5.86
|
|
Granted during the period
|
337,333
|
|
|
12.50
|
|
|
Vested during the period
|
(376,408
|
)
|
|
7.04
|
|
|
Forfeited during the period
|
(83,862
|
)
|
|
7.40
|
|
|
Non-vested at December 31, 2014
|
437,961
|
|
|
$
|
9.66
|
|
|
Capital
|
|
Operating
|
|
Total Committed
Expenditures |
|
Less: Committed
Financing for Upcoming Aircraft Deliveries* |
|
Net Committed
Expenditures |
||||||||||
|
(in thousands)
|
||||||||||||||||||
2015
|
$
|
203,156
|
|
|
$
|
70,003
|
|
|
$
|
273,159
|
|
|
$
|
181,190
|
|
|
$
|
91,969
|
|
2016
|
67,381
|
|
|
57,911
|
|
|
125,292
|
|
|
—
|
|
|
125,292
|
|
|||||
2017
|
234,250
|
|
|
57,714
|
|
|
291,964
|
|
|
—
|
|
|
291,964
|
|
|||||
2018
|
411,406
|
|
|
51,019
|
|
|
462,425
|
|
|
—
|
|
|
462,425
|
|
|||||
2019
|
497,018
|
|
|
46,669
|
|
|
543,687
|
|
|
—
|
|
|
543,687
|
|
|||||
Thereafter
|
434,841
|
|
|
264,037
|
|
|
698,878
|
|
|
—
|
|
|
698,878
|
|
|||||
|
$
|
1,848,052
|
|
|
$
|
547,353
|
|
|
$
|
2,395,405
|
|
|
$
|
181,190
|
|
|
$
|
2,214,215
|
|
*
|
See below for a detailed discussion of the committed financings Hawaiian has received for its upcoming capital commitments for aircraft deliveries.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
1,683,487
|
|
|
$
|
1,493,295
|
|
|
$
|
1,378,498
|
|
Pacific
|
631,392
|
|
|
662,570
|
|
|
583,855
|
|
|||
Total operating revenue
|
$
|
2,314,879
|
|
|
$
|
2,155,865
|
|
|
$
|
1,962,353
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Cash payments for interest (net of amounts capitalized)
|
$
|
42,242
|
|
|
$
|
36,574
|
|
|
$
|
35,153
|
|
Cash payments (refunds) for income taxes
|
(1,882
|
)
|
|
2
|
|
|
(16,913
|
)
|
|||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
|
|
|
|
|
|||
Property and equipment acquired through a capital lease
|
—
|
|
|
11,840
|
|
|
111,921
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
2,311,200
|
|
|
$
|
4,029
|
|
|
$
|
(350
|
)
|
|
$
|
2,314,879
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
678,253
|
|
|
—
|
|
|
—
|
|
|
678,253
|
|
|||||
Wages and benefits
|
—
|
|
|
447,446
|
|
|
—
|
|
|
—
|
|
|
447,446
|
|
|||||
Aircraft rent
|
—
|
|
|
106,422
|
|
|
—
|
|
|
—
|
|
|
106,422
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
223,783
|
|
|
1,836
|
|
|
—
|
|
|
225,619
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
122,780
|
|
|
—
|
|
|
—
|
|
|
122,780
|
|
|||||
Commissions and other selling
|
49
|
|
|
122,480
|
|
|
76
|
|
|
(87
|
)
|
|
122,518
|
|
|||||
Depreciation and amortization
|
—
|
|
|
94,146
|
|
|
2,228
|
|
|
—
|
|
|
96,374
|
|
|||||
Other rentals and landing fees
|
5
|
|
|
87,897
|
|
|
—
|
|
|
—
|
|
|
87,902
|
|
|||||
Other
|
5,258
|
|
|
176,466
|
|
|
972
|
|
|
(263
|
)
|
|
182,433
|
|
|||||
Total
|
5,312
|
|
|
2,059,673
|
|
|
5,112
|
|
|
(350
|
)
|
|
2,069,747
|
|
|||||
Operating Income (Loss)
|
(5,312
|
)
|
|
251,527
|
|
|
(1,083
|
)
|
|
—
|
|
|
245,132
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
78,702
|
|
|
—
|
|
|
—
|
|
|
(78,702
|
)
|
|
—
|
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
(8,894
|
)
|
|
(55,346
|
)
|
|
—
|
|
|
—
|
|
|
(64,240
|
)
|
|||||
Interest income
|
185
|
|
|
1,499
|
|
|
—
|
|
|
—
|
|
|
1,684
|
|
|||||
Capitalized interest
|
—
|
|
|
8,024
|
|
|
—
|
|
|
—
|
|
|
8,024
|
|
|||||
Losses on fuel derivatives
|
—
|
|
|
(63,471
|
)
|
|
—
|
|
|
—
|
|
|
(63,471
|
)
|
|||||
Other, net
|
(1,433
|
)
|
|
(12,249
|
)
|
|
—
|
|
|
—
|
|
|
(13,682
|
)
|
|||||
Total
|
68,560
|
|
|
(121,543
|
)
|
|
—
|
|
|
(78,702
|
)
|
|
(131,685
|
)
|
|||||
Income (Loss) Before Income Taxes
|
63,248
|
|
|
129,984
|
|
|
(1,083
|
)
|
|
(78,702
|
)
|
|
113,447
|
|
|||||
Income tax expense (benefit)
|
(5,678
|
)
|
|
50,199
|
|
|
—
|
|
|
—
|
|
|
44,521
|
|
|||||
Net Income (Loss)
|
$
|
68,926
|
|
|
$
|
79,785
|
|
|
$
|
(1,083
|
)
|
|
$
|
(78,702
|
)
|
|
$
|
68,926
|
|
Comprehensive Loss
|
$
|
(11,200
|
)
|
|
$
|
(341
|
)
|
|
$
|
(1,083
|
)
|
|
$
|
1,424
|
|
|
$
|
(11,200
|
)
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
2,155,554
|
|
|
$
|
647
|
|
|
$
|
(336
|
)
|
|
$
|
2,155,865
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
698,802
|
|
|
—
|
|
|
—
|
|
|
698,802
|
|
|||||
Wages and benefits
|
—
|
|
|
427,438
|
|
|
—
|
|
|
—
|
|
|
427,438
|
|
|||||
Aircraft rent
|
—
|
|
|
108,534
|
|
|
—
|
|
|
—
|
|
|
108,534
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
203,387
|
|
|
—
|
|
|
—
|
|
|
203,387
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
120,635
|
|
|
—
|
|
|
—
|
|
|
120,635
|
|
|||||
Commissions and other selling
|
—
|
|
|
125,962
|
|
|
—
|
|
|
(62
|
)
|
|
125,900
|
|
|||||
Depreciation and amortization
|
—
|
|
|
83,050
|
|
|
—
|
|
|
—
|
|
|
83,050
|
|
|||||
Other rentals and landing fees
|
—
|
|
|
81,317
|
|
|
—
|
|
|
—
|
|
|
81,317
|
|
|||||
Other
|
7,772
|
|
|
165,101
|
|
|
456
|
|
|
(274
|
)
|
|
173,055
|
|
|||||
Total
|
7,772
|
|
|
2,014,226
|
|
|
456
|
|
|
(336
|
)
|
|
2,022,118
|
|
|||||
Operating Income (Loss)
|
(7,772
|
)
|
|
141,328
|
|
|
191
|
|
|
—
|
|
|
133,747
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
62,549
|
|
|
—
|
|
|
—
|
|
|
(62,549
|
)
|
|
—
|
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
(8,710
|
)
|
|
(41,743
|
)
|
|
—
|
|
|
—
|
|
|
(50,453
|
)
|
|||||
Interest income
|
132
|
|
|
507
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|||||
Capitalized interest
|
—
|
|
|
12,625
|
|
|
—
|
|
|
—
|
|
|
12,625
|
|
|||||
Losses on fuel derivatives
|
—
|
|
|
(5,334
|
)
|
|
—
|
|
|
—
|
|
|
(5,334
|
)
|
|||||
Other, net
|
—
|
|
|
(4,814
|
)
|
|
—
|
|
|
—
|
|
|
(4,814
|
)
|
|||||
Total
|
53,971
|
|
|
(38,759
|
)
|
|
—
|
|
|
(62,549
|
)
|
|
(47,337
|
)
|
|||||
Income Before Income Taxes
|
46,199
|
|
|
102,569
|
|
|
191
|
|
|
(62,549
|
)
|
|
86,410
|
|
|||||
Income tax expense (benefit)
|
(5,655
|
)
|
|
40,211
|
|
|
—
|
|
|
—
|
|
|
34,556
|
|
|||||
Net Income
|
$
|
51,854
|
|
|
$
|
62,358
|
|
|
$
|
191
|
|
|
$
|
(62,549
|
)
|
|
$
|
51,854
|
|
Comprehensive Income
|
$
|
123,222
|
|
|
$
|
133,726
|
|
|
$
|
191
|
|
|
$
|
(133,917
|
)
|
|
$
|
123,222
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
1,962,571
|
|
|
$
|
41
|
|
|
$
|
(259
|
)
|
|
$
|
1,962,353
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
631,741
|
|
|
—
|
|
|
—
|
|
|
631,741
|
|
|||||
Wages and benefits
|
—
|
|
|
376,574
|
|
|
—
|
|
|
—
|
|
|
376,574
|
|
|||||
Aircraft rent
|
—
|
|
|
98,786
|
|
|
—
|
|
|
—
|
|
|
98,786
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
183,552
|
|
|
—
|
|
|
—
|
|
|
183,552
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
103,825
|
|
|
—
|
|
|
—
|
|
|
103,825
|
|
|||||
Commissions and other selling
|
—
|
|
|
114,366
|
|
|
—
|
|
|
(42
|
)
|
|
114,324
|
|
|||||
Depreciation and amortization
|
—
|
|
|
85,599
|
|
|
—
|
|
|
—
|
|
|
85,599
|
|
|||||
Other rentals and landing fees
|
—
|
|
|
85,623
|
|
|
—
|
|
|
—
|
|
|
85,623
|
|
|||||
Other
|
4,712
|
|
|
148,300
|
|
|
136
|
|
|
(217
|
)
|
|
152,931
|
|
|||||
Total
|
4,712
|
|
|
1,828,366
|
|
|
136
|
|
|
(259
|
)
|
|
1,832,955
|
|
|||||
Operating Income (Loss)
|
(4,712
|
)
|
|
134,205
|
|
|
(95
|
)
|
|
—
|
|
|
129,398
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
61,388
|
|
|
—
|
|
|
—
|
|
|
(61,388
|
)
|
|
—
|
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
(8,330
|
)
|
|
(35,192
|
)
|
|
—
|
|
|
—
|
|
|
(43,522
|
)
|
|||||
Interest income
|
114
|
|
|
466
|
|
|
—
|
|
|
—
|
|
|
580
|
|
|||||
Capitalized interest
|
—
|
|
|
10,524
|
|
|
—
|
|
|
—
|
|
|
10,524
|
|
|||||
Losses on fuel derivatives
|
—
|
|
|
(11,330
|
)
|
|
—
|
|
|
—
|
|
|
(11,330
|
)
|
|||||
Other, net
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|||||
Total
|
53,172
|
|
|
(35,396
|
)
|
|
—
|
|
|
(61,388
|
)
|
|
(43,612
|
)
|
|||||
Income (Loss) Before Income Taxes
|
48,460
|
|
|
98,809
|
|
|
(95
|
)
|
|
(61,388
|
)
|
|
85,786
|
|
|||||
Income tax expense (benefit)
|
(4,777
|
)
|
|
37,326
|
|
|
—
|
|
|
—
|
|
|
32,549
|
|
|||||
Net Income (Loss)
|
$
|
53,237
|
|
|
$
|
61,483
|
|
|
$
|
(95
|
)
|
|
$
|
(61,388
|
)
|
|
$
|
53,237
|
|
Comprehensive Income (Loss)
|
$
|
41,523
|
|
|
$
|
49,769
|
|
|
$
|
(95
|
)
|
|
$
|
(49,674
|
)
|
|
$
|
41,523
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
79,532
|
|
|
$
|
179,676
|
|
|
$
|
4,879
|
|
|
$
|
—
|
|
|
$
|
264,087
|
|
Restricted cash
|
—
|
|
|
6,566
|
|
|
—
|
|
|
—
|
|
|
6,566
|
|
|||||
Short-term investments
|
—
|
|
|
260,121
|
|
|
—
|
|
|
—
|
|
|
260,121
|
|
|||||
Accounts receivable, net
|
63
|
|
|
80,289
|
|
|
531
|
|
|
(146
|
)
|
|
80,737
|
|
|||||
Spare parts and supplies, net
|
—
|
|
|
18,011
|
|
|
—
|
|
|
—
|
|
|
18,011
|
|
|||||
Deferred tax assets, net
|
—
|
|
|
21,943
|
|
|
—
|
|
|
—
|
|
|
21,943
|
|
|||||
Prepaid expenses and other
|
12
|
|
|
53,281
|
|
|
89
|
|
|
—
|
|
|
53,382
|
|
|||||
Total
|
79,607
|
|
|
619,887
|
|
|
5,499
|
|
|
(146
|
)
|
|
704,847
|
|
|||||
Property and equipment at cost
|
—
|
|
|
2,006,274
|
|
|
34,726
|
|
|
—
|
|
|
2,041,000
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
(365,279
|
)
|
|
(2,228
|
)
|
|
—
|
|
|
(367,507
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
1,640,995
|
|
|
32,498
|
|
|
—
|
|
|
1,673,493
|
|
|||||
Long-term prepayments and other
|
537
|
|
|
95,688
|
|
|
—
|
|
|
—
|
|
|
96,225
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax assets, net
|
20,556
|
|
|
—
|
|
|
—
|
|
|
(20,556
|
)
|
|
—
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
127,963
|
|
|
—
|
|
|
—
|
|
|
127,963
|
|
|||||
Intercompany receivable
|
—
|
|
|
15,081
|
|
|
—
|
|
|
(15,081
|
)
|
|
—
|
|
|||||
Investment in consolidated subsidiaries
|
351,391
|
|
|
—
|
|
|
—
|
|
|
(351,391
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
452,091
|
|
|
$
|
2,499,614
|
|
|
$
|
37,997
|
|
|
$
|
(387,174
|
)
|
|
$
|
2,602,528
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
514
|
|
|
$
|
96,196
|
|
|
$
|
696
|
|
|
$
|
(146
|
)
|
|
$
|
97,260
|
|
Air traffic liability
|
—
|
|
|
421,547
|
|
|
2,789
|
|
|
—
|
|
|
424,336
|
|
|||||
Other accrued liabilities
|
1,686
|
|
|
140,088
|
|
|
145
|
|
|
—
|
|
|
141,919
|
|
|||||
Current maturities of long-term debt, less discount, and capital lease obligations
|
66,530
|
|
|
89,819
|
|
|
—
|
|
|
—
|
|
|
156,349
|
|
|||||
Total
|
68,730
|
|
|
747,650
|
|
|
3,630
|
|
|
(146
|
)
|
|
819,864
|
|
|||||
Long-term debt and capital lease obligations
|
—
|
|
|
893,288
|
|
|
—
|
|
|
—
|
|
|
893,288
|
|
|||||
Intercompany payable
|
15,081
|
|
|
—
|
|
|
—
|
|
|
(15,081
|
)
|
|
—
|
|
|||||
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated pension and other postretirement benefit obligations.
|
—
|
|
|
407,864
|
|
|
—
|
|
|
—
|
|
|
407,864
|
|
|||||
Other liabilities and deferred credits
|
1,047
|
|
|
70,853
|
|
|
750
|
|
|
—
|
|
|
72,650
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
62,185
|
|
|
—
|
|
|
(20,556
|
)
|
|
41,629
|
|
|||||
Total
|
1,047
|
|
|
540,902
|
|
|
750
|
|
|
(20,556
|
)
|
|
522,143
|
|
|||||
Shareholders' equity
|
367,233
|
|
|
317,774
|
|
|
33,617
|
|
|
(351,391
|
)
|
|
367,233
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
452,091
|
|
|
$
|
2,499,614
|
|
|
$
|
37,997
|
|
|
$
|
(387,174
|
)
|
|
$
|
2,602,528
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
84,797
|
|
|
$
|
333,663
|
|
|
$
|
4,924
|
|
|
$
|
—
|
|
|
$
|
423,384
|
|
Restricted cash
|
—
|
|
|
19,434
|
|
|
—
|
|
|
—
|
|
|
19,434
|
|
|||||
Accounts receivable, net
|
1,192
|
|
|
73,241
|
|
|
31
|
|
|
(219
|
)
|
|
74,245
|
|
|||||
Spare parts and supplies, net
|
—
|
|
|
19,767
|
|
|
—
|
|
|
—
|
|
|
19,767
|
|
|||||
Deferred tax assets, net
|
—
|
|
|
17,325
|
|
|
—
|
|
|
—
|
|
|
17,325
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
51,613
|
|
|
39
|
|
|
—
|
|
|
51,652
|
|
|||||
Total
|
85,989
|
|
|
515,043
|
|
|
4,994
|
|
|
(219
|
)
|
|
605,807
|
|
|||||
Property and equipment at cost
|
—
|
|
|
1,629,517
|
|
|
31,917
|
|
|
—
|
|
|
1,661,434
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
(327,102
|
)
|
|
—
|
|
|
—
|
|
|
(327,102
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
1,302,415
|
|
|
31,917
|
|
|
—
|
|
|
1,334,332
|
|
|||||
Long-term prepayments and other
|
1,171
|
|
|
90,782
|
|
|
—
|
|
|
—
|
|
|
91,953
|
|
|||||
Restricted cash
|
—
|
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|||||
Deferred tax assets, net
|
14,767
|
|
|
—
|
|
|
—
|
|
|
(14,767
|
)
|
|
—
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
130,603
|
|
|
—
|
|
|
—
|
|
|
130,603
|
|
|||||
Intercompany receivable
|
25,286
|
|
|
—
|
|
|
—
|
|
|
(25,286
|
)
|
|
—
|
|
|||||
Investment in consolidated subsidiaries
|
348,040
|
|
|
—
|
|
|
—
|
|
|
(348,040
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
475,253
|
|
|
$
|
2,040,409
|
|
|
$
|
36,911
|
|
|
$
|
(388,312
|
)
|
|
$
|
2,164,261
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
532
|
|
|
$
|
88,990
|
|
|
$
|
484
|
|
|
$
|
(219
|
)
|
|
$
|
89,787
|
|
Air traffic liability
|
—
|
|
|
407,359
|
|
|
1,727
|
|
|
—
|
|
|
409,086
|
|
|||||
Other accrued liabilities
|
1,307
|
|
|
96,264
|
|
|
—
|
|
|
—
|
|
|
97,571
|
|
|||||
Current maturities of long-term debt and capital lease obligations
|
—
|
|
|
62,187
|
|
|
—
|
|
|
—
|
|
|
62,187
|
|
|||||
Total
|
1,839
|
|
|
654,800
|
|
|
2,211
|
|
|
(219
|
)
|
|
658,631
|
|
|||||
Long-term debt, less discount, and capital lease obligations
|
76,550
|
|
|
667,736
|
|
|
—
|
|
|
—
|
|
|
744,286
|
|
|||||
Intercompany payable
|
—
|
|
|
25,286
|
|
|
—
|
|
|
(25,286
|
)
|
|
—
|
|
|||||
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated pension and other postretirement benefit obligations.
|
—
|
|
|
264,106
|
|
|
—
|
|
|
—
|
|
|
264,106
|
|
|||||
Other liabilities and deferred credits
|
—
|
|
|
59,424
|
|
|
—
|
|
|
—
|
|
|
59,424
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
55,717
|
|
|
—
|
|
|
(14,767
|
)
|
|
40,950
|
|
|||||
Total
|
—
|
|
|
379,247
|
|
|
—
|
|
|
(14,767
|
)
|
|
364,480
|
|
|||||
Shareholders' equity
|
396,864
|
|
|
313,340
|
|
|
34,700
|
|
|
(348,040
|
)
|
|
396,864
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
475,253
|
|
|
$
|
2,040,409
|
|
|
$
|
36,911
|
|
|
$
|
(388,312
|
)
|
|
$
|
2,164,261
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By (Used In) Operating Activities:
|
$
|
(8,303
|
)
|
|
$
|
305,969
|
|
|
$
|
2,764
|
|
|
$
|
—
|
|
|
$
|
300,430
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net payments from subsidiaries
|
38,791
|
|
|
—
|
|
|
—
|
|
|
(38,791
|
)
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(439,420
|
)
|
|
(2,809
|
)
|
|
—
|
|
|
(442,229
|
)
|
|||||
Net proceeds from disposition of equipment
|
—
|
|
|
16,953
|
|
|
—
|
|
|
—
|
|
|
16,953
|
|
|||||
Purchases of investments
|
—
|
|
|
(458,592
|
)
|
|
—
|
|
|
—
|
|
|
(458,592
|
)
|
|||||
Sales of investments
|
—
|
|
|
197,046
|
|
|
—
|
|
|
—
|
|
|
197,046
|
|
|||||
Net cash provided by (used in) investing activities
|
38,791
|
|
|
(684,013
|
)
|
|
(2,809
|
)
|
|
(38,791
|
)
|
|
(686,822
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from exercise of stock options
|
7,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,001
|
|
|||||
Long-term borrowings
|
—
|
|
|
368,430
|
|
|
—
|
|
|
—
|
|
|
368,430
|
|
|||||
Repayments of long-term debt and capital lease obligations
|
(42,754
|
)
|
|
(115,246
|
)
|
|
—
|
|
|
—
|
|
|
(158,000
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(1,519
|
)
|
|
—
|
|
|
—
|
|
|
(1,519
|
)
|
|||||
Net payments to parent company
|
—
|
|
|
(38,791
|
)
|
|
—
|
|
|
38,791
|
|
|
—
|
|
|||||
Change in cash collateral for EETC financing
|
—
|
|
|
14,434
|
|
|
—
|
|
|
—
|
|
|
14,434
|
|
|||||
Other
|
—
|
|
|
(3,251
|
)
|
|
—
|
|
|
—
|
|
|
(3,251
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(35,753
|
)
|
|
224,057
|
|
|
—
|
|
|
38,791
|
|
|
227,095
|
|
|||||
Net decrease in cash and cash equivalents
|
(5,265
|
)
|
|
(153,987
|
)
|
|
(45
|
)
|
|
—
|
|
|
(159,297
|
)
|
|||||
Cash and cash equivalents—Beginning of Period
|
84,797
|
|
|
333,663
|
|
|
4,924
|
|
|
—
|
|
|
423,384
|
|
|||||
Cash and cash equivalents—End of Period
|
$
|
79,532
|
|
|
$
|
179,676
|
|
|
$
|
4,879
|
|
|
$
|
—
|
|
|
$
|
264,087
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By (Used In) Operating Activities:
|
$
|
(8,088
|
)
|
|
$
|
251,260
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
243,270
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net payments from subsidiaries
|
6,883
|
|
|
—
|
|
|
—
|
|
|
(6,883
|
)
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(328,767
|
)
|
|
(13,461
|
)
|
|
—
|
|
|
(342,228
|
)
|
|||||
Net proceeds from disposition of equipment
|
—
|
|
|
14,414
|
|
|
—
|
|
|
—
|
|
|
14,414
|
|
|||||
Net cash provided by (used in) investing activities
|
6,883
|
|
|
(314,353
|
)
|
|
(13,461
|
)
|
|
(6,883
|
)
|
|
(327,814
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from exercise of stock options
|
2,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,376
|
|
|||||
Long-term borrowings
|
—
|
|
|
243,110
|
|
|
—
|
|
|
—
|
|
|
243,110
|
|
|||||
Repayments of long-term debt and capital lease obligations
|
—
|
|
|
(113,592
|
)
|
|
—
|
|
|
—
|
|
|
(113,592
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(13,846
|
)
|
|
—
|
|
|
—
|
|
|
(13,846
|
)
|
|||||
Net payments to parent company
|
—
|
|
|
(6,883
|
)
|
|
—
|
|
|
6,883
|
|
|
—
|
|
|||||
Change in cash collateral for EETC financing
|
—
|
|
|
(16,000
|
)
|
|
—
|
|
|
—
|
|
|
(16,000
|
)
|
|||||
Net cash provided by financing activities
|
2,376
|
|
|
92,789
|
|
|
—
|
|
|
6,883
|
|
|
102,048
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
1,171
|
|
|
29,696
|
|
|
(13,363
|
)
|
|
—
|
|
|
17,504
|
|
|||||
Cash and cash equivalents—Beginning of Period
|
83,626
|
|
|
303,967
|
|
|
18,287
|
|
|
—
|
|
|
405,880
|
|
|||||
Cash and cash equivalents—End of Period
|
$
|
84,797
|
|
|
$
|
333,663
|
|
|
$
|
4,924
|
|
|
$
|
—
|
|
|
$
|
423,384
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By Operating Activities:
|
$
|
10,669
|
|
|
$
|
299,845
|
|
|
$
|
503
|
|
|
$
|
—
|
|
|
$
|
311,017
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net payments to subsidiaries
|
(25,750
|
)
|
|
—
|
|
|
—
|
|
|
25,750
|
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(272,243
|
)
|
|
(18,456
|
)
|
|
—
|
|
|
(290,699
|
)
|
|||||
Net cash used in investing activities
|
(25,750
|
)
|
|
(272,243
|
)
|
|
(18,456
|
)
|
|
25,750
|
|
|
(290,699
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from exercise of stock options
|
1,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,488
|
|
|||||
Long-term borrowings
|
—
|
|
|
133,000
|
|
|
—
|
|
|
—
|
|
|
133,000
|
|
|||||
Repayments of long-term debt and capital lease obligations
|
—
|
|
|
(49,129
|
)
|
|
—
|
|
|
—
|
|
|
(49,129
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(3,828
|
)
|
|
—
|
|
|
—
|
|
|
(3,828
|
)
|
|||||
Net payments from (to) parent company
|
—
|
|
|
(9,250
|
)
|
|
35,000
|
|
|
(25,750
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|||||
Net cash provided by financing activities
|
1,488
|
|
|
70,709
|
|
|
35,000
|
|
|
(25,750
|
)
|
|
81,447
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(13,593
|
)
|
|
98,311
|
|
|
17,047
|
|
|
—
|
|
|
101,765
|
|
|||||
Cash and cash equivalents—Beginning of Period
|
97,219
|
|
|
205,656
|
|
|
1,240
|
|
|
—
|
|
|
304,115
|
|
|||||
Cash and cash equivalents—End of Period
|
$
|
83,626
|
|
|
$
|
303,967
|
|
|
$
|
18,287
|
|
|
$
|
—
|
|
|
$
|
405,880
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenue
|
$
|
524,858
|
|
|
$
|
575,720
|
|
|
$
|
639,462
|
|
|
$
|
574,839
|
|
Operating income
|
10,037
|
|
|
51,594
|
|
|
106,169
|
|
|
77,332
|
|
||||
Nonoperating loss
|
(18,329
|
)
|
|
(6,615
|
)
|
|
(47,805
|
)
|
|
(58,936
|
)
|
||||
Net income (loss)
|
(5,075
|
)
|
|
27,327
|
|
|
35,575
|
|
|
11,099
|
|
||||
Net Income (Loss) Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
0.51
|
|
|
$
|
0.66
|
|
|
$
|
0.20
|
|
Diluted
|
(0.10
|
)
|
|
0.43
|
|
|
0.56
|
|
|
0.17
|
|
||||
2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenue
|
$
|
490,754
|
|
|
$
|
533,928
|
|
|
$
|
599,298
|
|
|
$
|
531,885
|
|
Operating income (loss)
|
(11,926
|
)
|
|
37,391
|
|
|
74,434
|
|
|
33,848
|
|
||||
Nonoperating loss
|
(15,453
|
)
|
|
(19,176
|
)
|
|
(7,016
|
)
|
|
(5,692
|
)
|
||||
Net income (loss)
|
(17,145
|
)
|
|
11,316
|
|
|
40,604
|
|
|
17,079
|
|
||||
Net Income (Loss) Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.33
|
)
|
|
$
|
0.22
|
|
|
$
|
0.78
|
|
|
$
|
0.33
|
|
Diluted
|
(0.33
|
)
|
|
0.21
|
|
|
0.76
|
|
|
0.31
|
|
/s/ ERNST & YOUNG LLP
|
|
(a)
|
Financial Statements and Financial Statement Schedules:
|
(b)
|
Exhibits:
|
2.1
|
|
Third Amended Joint Plan of Reorganization of Joshua Gotbaum, as Chapter 11 Trustee for Hawaiian Airlines, Inc., the Official Committee of Unsecured Creditors, HHIC, Inc., Hawaiian Holdings, Inc., and RC Aviation, LLC, dated as of March 11, 2005 (filed as Exhibit 2.01 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*
|
|
|
|
2.2
|
|
Order Confirming Third Amended Joint Plan of Joshua Gotbaum, as Chapter 11 Trustee for Hawaiian Airlines, The Official Committee of Unsecured Creditors, HHIC, Inc., the Company and RC Aviation, dated as of March 11, 2005, as amended (filed as Exhibit 2.02 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc. (filed as Exhibit 3.1 to the Form S-1, File No. 333-129503, filed by Hawaiian Holdings, Inc. on November 7, 2005).*
|
|
|
|
3.2
|
|
Amended Bylaws of Hawaiian Holdings, Inc. (filed as Exhibit 3.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on November 7, 2007).*
|
|
|
|
4.1
|
|
Indenture, dated March 23, 2011, between Hawaiian Holdings, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
|
|
|
|
4.2
|
|
Supplemental Indenture, dated March 23, 2011, between Hawaiian Holdings, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
|
|
|
|
4.3
|
|
Form of 5.00% Senior Convertible Note due 2016 (filed as Exhibit 4.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011 and incorporated by reference to Exhibit 4.2 thereto).*
|
|
|
|
10.1
|
|
Amendment No. 2 to Lease Agreement N475HA, dated September 30, 2004, between Wells Fargo Bank Northwest, National Association and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. also entered into Amendment No. 2 to Lease Agreement N476HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N477HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N478HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N479HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N480HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N481HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N484HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N485HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N486HA, dated September 30, 2004, and Amendment No. 2 to Lease Agreement N487HA, dated September 30, 2004, between Wells Fargo Bank, Northwest, National Association and Hawaiian Airlines, Inc. The amended leases are substantially identical to Amendment No. 2 to Lease Agreement N475HA, except with respect to the aircraft information and delivery dates. Pursuant to Regulation S-K Item 601, Instruction 2, these amendments were not filed.*
|
|
|
|
10.2
|
|
Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421 (filed as Exhibit 1.5 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33422, a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33423, and a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33424, which lease agreements are substantially identical to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed).*‡
|
|
|
|
10.3
|
|
Amendment No. 1 to Lease Agreement, dated November 6, 2002, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.4 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33422, Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33423, and Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 33421, except with respect to aircraft information and delivery date, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*
|
|
|
10.4
|
|
Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.5 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provision thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33422, Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33423, and Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 2 to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*‡
|
|
|
|
10.5
|
|
Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.9 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. has also entered into Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33422, Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33423, and Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 3 to Lease Agreement 33421, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*
|
|
|
|
10.6
|
|
Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24257 (filed as Exhibit 1.4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24258, a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 25531, and a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24259, which lease agreements are substantially identical to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡
|
|
|
|
10.7
|
|
Amendment No. 1 to Lease Agreement, dated as of August 2003, between International Lease Finance Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 24257 (filed as Exhibit 10.6 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 24258, Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 25531, and Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 24259, which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*‡
|
|
|
|
10.8
|
|
Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426 (filed as Exhibit 1.6 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427, a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33428, and a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33429, which lease agreements are substantially identical to Lease Agreement 33426, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡
|
|
|
10.9
|
|
Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.7 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 33466 (originally 33426), except with respect to aircraft information and delivery dates, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*
|
|
|
|
10.10
|
|
Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.8 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 2 to Lease Agreement 33466, except with respect to aircraft information, delivery dates and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*
|
|
|
|
10.11
|
|
Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.9 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 3 to Lease Agreement 33466 (originally 33426), except with respect to aircraft information and delivery date, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*
|
|
|
|
10.12
|
|
Form of Hawaiian Holdings, Inc. Stock Option Agreement for certain employees and executive officers (filed as Exhibit 10.14 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+
|
|
|
|
10.13
|
|
Form of Hawaiian Holdings, Inc. Restricted Stock Agreement for certain employees and executive officers (filed as Exhibit 10.15 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+
|
|
|
|
10.13.1
|
|
Form of Hawaiian Holdings, Inc. Restricted Stock Unit Award Agreement for certain employees and executive officers (filed as Exhibit 10.15.2 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011).*+
|
|
|
|
10.13.2
|
|
Form of Hawaiian Holdings, Inc. Performance-Based Restricted Stock Unit Award Agreement for certain employees and executive officers (filed as Exhibit 10.15.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011).*+
|
|
|
|
10.14
|
|
Form of Hawaiian Holdings, Inc. Deferred Stock Unit Agreement for certain employees and executive officers (filed as Exhibit 10.16 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+
|
|
|
|
10.15
|
|
Form of Hawaiian Holdings, Inc. Award Agreement for directors (filed as Exhibit 10.17 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+
|
|
|
|
10.16
|
|
Hawaiian Holdings, Inc. 2005 Stock Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A as filed with the Commission on March 26, 2010, File No. 001-31443).*+
|
|
|
|
10.17
|
|
Hawaiian Holdings, Inc. 2006 Management Incentive Plan (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 6, 2006.*+
|
|
|
|
10.18
|
|
Employment Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and each of Hawaiian Holdings, Inc. and its wholly-owned subsidiary Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+
|
|
|
|
10.18.1
|
|
Amended and Restated Mark B. Dunkerley Employment Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and each of Hawaiian Holdings, Inc. and its wholly-owned subsidiary Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+
|
|
|
|
10.18.2
|
|
Type A Restricted Stock Award Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+
|
|
|
10.18.3
|
|
Type A Restricted Stock Unit Award Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+
|
|
|
|
10.18.4
|
|
Type B Restricted Stock Award Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+
|
|
|
|
10.18.5
|
|
Type B Restricted Stock Unit Award Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+
|
|
|
|
10.19
|
|
Employment Agreement, dated as of November 18, 2005, between Hawaiian Airlines, Inc. and Peter R. Ingram (filed as Exhibit 10.24 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*+
|
|
|
|
10.19.1
|
|
First Amendment to Employment Agreement, dated as of November 2008, by and between Peter R. Ingram and Hawaiian Airlines, Inc. (filed as Exhibit 10.23 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009).*+
|
|
|
|
10.19.2
|
|
Second Amendment to Employment Agreement, dated as of April 6, 2009, by and between Peter R. Ingram and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 30, 2009).*+
|
|
|
|
10.20
|
|
Employment Agreement, dated as of July 11, 2005, between Hawaiian Airlines, Inc. and Barbara Falvey (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on May 9, 2007).*+
|
|
|
|
10.20.1
|
|
First Amendment to Employment Agreement, dated as of April 6, 2009, between Hawaiian Airlines, Inc. and Barbara Falvey (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 30, 2009).*+
|
|
|
|
10.21
|
|
Form of Hawaiian Holdings, Inc. Indemnification Agreement for directors and executive officers (filed as Exhibit 10.25 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011).*+
|
|
|
|
10.22
|
|
Form of Executive Severance Agreement entered into with each of Scott E. Topping (November 12, 2012), Ronald Anderson-Lehman (November 7, 2012), Barbara D. Falvey (November 7, 2012), Sean Menke (October 30, 2014)Charles R. Nardello (November 7, 2012), Glenn G. Taniguchi (November 19, 2012) and Hoyt H. Zia (November 7, 2012) (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on October 25, 2012).*+
|
|
|
|
10.23
|
|
Amended and Restated Credit Agreement, dated as of December 10, 2010, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.26 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.23.1
|
|
Amendment Number Two to Amended and Restated Credit Agreement, dated as of March 16, 2011, entered into by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto ("the Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 17, 2011).*
|
|
|
|
10.23.2
|
|
Amendment Number Three to Amended and Restated Credit Agreement, Waiver and Extension, dated as of June 28, 2011, entered into by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.4 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011).*
|
|
|
|
10.23.3
|
|
Amendment Number Four to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement, dated as of October 13, 2011, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., Airline Contract Maintenance and Equipment, Inc. and each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.26.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012).*
|
|
|
|
10.23.4
|
|
Amendment Number Five to Amended and Restated Credit Agreement and Waiver and Amendment Number Two to Amended and Restated Security Agreement, dated as of July 9, 2012, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., Airline Contract Maintenance and Equipment, Inc. and each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 26, 2012).*
|
|
|
|
10.23.5
|
|
Amendment Number Six to Amended and Restated Credit Agreement, dated as of January 31, 2013, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.23.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 8, 2013).*
|
|
|
10.23.6
|
|
Amendment Number Seven to Amended and Restated Credit Agreement, dated as of December 31, 2013, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, LLC (successor by merger to Wells Fargo Capital Finance, Inc.), as agent for the Lenders (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on January 7, 2014).*
|
|
|
|
10.24
|
|
Amended and Restated General Continuing Guaranty, dated as of December 10, 2010, by Hawaiian Holdings, Inc. in favor of Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.27 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.25
|
|
Amended and Restated Security Agreement, dated as of December 10, 2010, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., those additional entities party thereto from time to time and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.28 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.26
|
|
Amended and Restated Engine and Spare Parts Security Agreement, dated as of December 10, 2010, by and between Hawaiian Airlines, Inc. and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.29 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.27
|
|
Consolidated, Supplemented, Amended and Restated Aircraft Security Agreement, dated as of December 10, 2010, by and between Hawaiian Airlines, Inc. and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.30 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.28
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|
Waiver, Extension, and Amendment under Credit Agreement, dated as of January 24, 2011, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.31 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.29
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|
Registration Rights Agreement, dated as of June 1, 2005, by and between Hawaiian Holdings, Inc. and RC Aviation, LLC (filed as Exhibit 10.12 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*
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10.30
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|
Warrant, dated November 17, 2005, granted to RC Aviation, LLC (and subsequently distributed to its members) to purchase the Common Stock of Hawaiian Holdings, Inc. (filed as Exhibit 10.44 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*
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10.31
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|
Aircraft Purchase Agreement, dated as of February 16, 2006, by and among Wilmington Trust Company, not in its individual capacity but solely as owner trustee, Marathon Structured Finance Fund, L.P., and Hawaiian Airlines, Inc., relating to the purchase of three Boeing 767-332 aircraft bearing manufacturer's serial numbers 23275, 23277 and 23278 and FAA registration numbers N116DL, N118DL, and N119DL (filed as Exhibit 10.45 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*
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10.32
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|
Aircraft Purchase and Sale Agreement, dated as of February 24, 2006, by and between Wilmington Trust Company, not in its individual capacity but solely as owner trustee, and Hawaiian Airlines, Inc., relating to the purchase of one Boeing 767-332 aircraft bearing manufacturer's serial number 23276 and FAA registration number N117DL (filed as Exhibit 10.46 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*
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10.33
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|
Purchase Agreement, dated as of December 21, 2006, by and between AWMS I, a Delaware statutory trust, and Hawaiian Airlines, Inc., relating to the purchase of one Boeing 767-300ER aircraft bearing manufacturer's serial number 28139 (filed as Exhibit 10.48 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. also entered into purchase agreements with AWMS I relating to the purchase of two Boeing 767-300ER aircraft bearing manufacturer's serial numbers 28140 and 28141, which purchase agreements are substantially identical to the purchase agreement related to the aircraft bearing manufacturer's serial number 28139, except with respect to the aircraft information, and pursuant to Regulation S-K Item 601, Instruction 2, these purchase agreements were not filed.*
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10.34
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|
Loan Agreement No. 28139, dated as of December 21, 2006, by and among Hawaiian Airlines, Inc., C.I.T. Leasing Corporation and such other lenders as may from time to time be party thereto. Hawaiian Airlines, Inc. also entered into Loan Agreement No. 28140 and Loan Agreement No. 28141 (filed as Exhibit 10.49 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007), which loan agreements are substantially identical to Loan Agreement No. 28139, and pursuant to Regulation S-K Item 601, Instruction 2, these loan agreements were not filed.*
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10.35
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|
Security Agreement No. 28139, dated as of December 21, 2006, by and between Hawaiian Airlines, Inc. and C.I.T. Leasing Corporation (filed as Exhibit 10.50 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. also entered into Security Agreement 28140 and Security Agreement 28141, which security agreements are substantially identical to Security Agreement 28139, and pursuant to Regulation S-K Item 601, Instruction 2, these security agreements were not filed.*
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10.36
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|
Airbus A330/A350XWB Purchase Agreement, dated as of January 31, 2008, between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.52 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 3, 2008 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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|
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10.36.1
|
|
Amendment No. 1 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on August 6, 2008 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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|
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10.36.2
|
|
Amendment No. 2 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010).*
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10.36.3
|
|
Amendment No. 3 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.3 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.36.4
|
|
Amendment No. 4 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.36.5
|
|
Amendment No. 5 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.4 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.36.6
|
|
Amendment No. 6 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.36.7
|
|
Amendment No. 7 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 26, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.36.8
|
|
Amendment No. 8 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc.‡
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10.36.9
|
|
Amendment No. 9 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc.‡
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10.36.10
|
|
Amended and Restated Letter Agreement No. 3 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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10.37
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|
Lease Agreement N483HA, dated as of August 29, 2008, between Wells Fargo Bank Northwest, National Association, and Hawaiian Airlines, Inc. for one Boeing 717-200 aircraft (filed as Exhibit 10.45 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into a Lease Agreement N489HA, dated October 9, 2008, with Wells Fargo Bank Northwest, National Association, a Lease Agreement N490HA, dated December 1, 2008, with Wells Fargo Bank Northwest, National Association, and a Lease Agreement N488HA, dated December 22, 2008, with Wells Fargo Bank Northwest, National Association, each for one Boeing 717-200 aircraft, which leases are substantially identical to Lease Agreement N483HA, except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡
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10.38
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|
Lease Agreement (Aircraft No. 2), dated as of October 21, 2008, between Pegasus Aviation Finance Company and Hawaiian Airlines, Inc. for one Airbus A330-200 aircraft (the "Pegasus Lease Agreement") (filed as Exhibit 10.46 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended) (Aircraft No. 2). Hawaiian Airlines, Inc. also entered into a Lease Agreement (Aircraft No. 1), dated as of October 21, 2008, with Pegasus Aviation Finance Company relating to the lease of a second Airbus A330-220 aircraft, the terms of which are substantially identical to the terms contained in the Pegasus Lease Agreement, except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this lease agreement was not filed.*‡
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10.39
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|
General Terms Agreement, dated as of October 27, 2008, between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc., relating to the purchase of Trent 772B engines (the "Rolls-Royce Agreement") (filed as Exhibit 10.47 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into an Agreement, dated as of October 27, 2008, between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. relating to the purchase of Trent XWB engines, the terms of which are substantially identical to the terms contained in the Rolls-Royce Agreement, except with respect to engine identification information and specifications, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment and pursuant to Regulation S-K Item 601, Instruction 2, this agreement was not filed.*‡
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|
10.39.1
|
|
Amendment #1 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.10 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 26, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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|
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10.39.2
|
|
Amendment #2 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.11 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 26, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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|
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|
10.39.3
|
|
Amendment #3 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.48.2 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
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|
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|
10.39.4
|
|
Amendment #4 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡
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|
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|
10.39.5
|
|
Amendment #5 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡
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|
10.39.6
|
|
Amendment #6 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡
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|
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|
10.39.7
|
|
Amendment #7 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡
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|
|
|
10.39.8
|
|
Amendment #8 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡
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|
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|
10.40
|
|
Amendment #1 to the Side Letter Agreement Number One to General Terms Agreement by and between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.12 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on July 21, 2011).*‡
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|
|
|
10.40.1
|
|
Amendment #2 to the Side Letter Agreement Number One to General Terms Agreement by and between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.49.1 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.41
|
|
Aircraft Lease Agreement, dated as of October 31, 2008, between C.I.T. Leasing Corporation and Hawaiian Airlines, Inc. for one Airbus A330-200 aircraft (filed as Exhibit 10.48 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
10.42
|
|
Amendment No. 1 to Lease Agreement (Aircraft No. 2), dated as of November 10, 2008, between Pegasus Aviation Finance Company and Hawaiian Airlines, Inc. (filed as Exhibit 10.49 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.43
|
|
Amendment Number One to Aircraft Lease Agreement, dated as of November 10, 2008, between C.I.T. Leasing Corporation and Hawaiian Airlines, Inc. (filed as Exhibit 10.50 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.44
|
|
Complete Fleet Services Agreement, dated as of December 14, 2009, between Delta Air Lines, Inc. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010).*
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|
|
|
10.45
|
|
Base Call Option Transaction Confirmation, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*
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|
|
|
10.46
|
|
Base Call Option Transaction Confirmation, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*
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|
|
|
10.47
|
|
Base Warrants Transaction Confirmation, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*
|
|
|
|
10.48
|
|
Base Warrants Transaction Confirmation, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*
|
|
|
|
10.49
|
|
Additional Call Option Transaction, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
|
|
|
|
10.50
|
|
Additional Call Option Transaction, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
|
|
|
|
10.51
|
|
Additional Warrants Transaction, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
|
|
|
|
10.52
|
|
Additional Warrants Transaction, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*
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|
|
|
10.53
|
|
Loan Agreement [1217], dated as of April 6, 2011, by and among Hawaiian Airlines, Inc.; Natixis as administrative agent; Wells Fargo Bank Northwest, National Association, not in its individual capacity, except as expressly stated therein, as security trustee; Landesbank Hessen- Thüringen Girozentrale, KfW IPEX-Bank GmbH and Natixis Transport Finance, as joint lead arrangers; and any additional lenders from time to time party thereto (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Loan Agreement [1295], dated as of June 29, 2011 by and among Landesbank Hessen-Thüringen Girozentrale, as administrative agent; Wells Fargo Bank Northwest, National Association, not in its individual capacity, except as expressly stated therein, as security trustee; Landesbank Hessen- Thüringen Girozentrale, KfW IPEX-Bank GmbH and Natixis Transport Finance, as lenders; and any additional lenders from time to time party thereto, which loan agreement is substantially identical to Loan Agreement [1217], except with respect to total principal amount and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this loan agreement was not filed.*‡
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|
|
|
10.54
|
|
Purchase Agreement, dated as of June 27, 2011, by and among Wells Fargo Bank Northwest, National Association, solely as owner trustee of trusts beneficially owned by BCC Equipment Leasing Corporation and MDFC Spring Company, and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
10.55
|
|
Facility Agreement [Hawaiian 717-200 [55001]], dated as of June 27, 2011 by and between Hawaiian Airlines, Inc. and Boeing Capital Loan Corporation (filed as Exhibit 10.3 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Facility Agreement [Hawaiian 717-200 [55002]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55118]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55121]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55122]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55123]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55124]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55125]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55126]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55128]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55129]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55130]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55131]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55132]], dated as of June 27, 2011; and Facility Agreement [Hawaiian 717-200 [55151]], dated as of June 27, 2011, which facility agreements are substantially identical to Facility Agreement 55001, and pursuant to Regulation S-K Item 601, Instruction 2, these facility agreements were not filed.*‡
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|
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|
10.56
|
|
Lease Agreement 491HA, dated as of June 28, 2011, by and between Wells Fargo Bank Northwest, National Association, a national banking association organized under the laws of the United States of America, not in its individual capacity, but solely as owner trustee of a trust beneficially owned by BCC Equipment Leasing Corporation, and Hawaiian Airlines, Inc. (filed as Exhibit 10.5 to Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Lease Agreement 492HA, dated as of June 28, 2011; and Lease Agreement 493HA, dated as of June 28, 2011, which lease agreements are substantially identical to Lease Agreement 491HA, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡
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|
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|
10.57
|
|
Facility Agreement [Hawaiian A330 [1259]], dated as of June 29, 2011, by and among Hawaiian Airlines, Inc.; Bank of Utah, as security trustee; and each of Norddeutsche Landesbank Girozentrale and BNP Paribas, as loan participants (filed as Exhibit 10.6 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Facility Agreement [Hawaiian A330 [1302]], dated as of June 29, 2011, which facility agreement is substantially identical to Facility Agreement [Hawaiian A330 [1259]], except with respect to certain information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this facility agreement was not filed.*‡
|
|
|
|
10.58
|
|
Contract Services Agreement, dated as of June 29, 2011, by and between Hawaiian Airlines, Inc. and Airline Contract Maintenance and Equipment, Inc. (filed as Exhibit 10.7 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.59
|
|
Purchase Agreement (Aircraft No.1), dated as of October 14, 2011, by and among Wilmington Trust Company, a Delaware trust company, not in its individual capacity, but solely as Owner Trustee for the benefit of HKAC Leasing Limited, a private Irish limited company; HKAC Leasing Limited; and Hawaiian Airlines, Inc., a Delaware corporation (filed as Exhibit 10.68 to Form 10-K/A filed by Hawaiian Holdings, Inc. on May 30, 2012 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Purchase Agreement (Aircraft No. 2) dated as of October 14, 2011 and Purchase Agreement (Aircraft No. 3) dated as of October 14, 2011, the terms of which are substantially identical to the terms of Purchase Agreement (Aircraft No 1), except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. had requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these purchase agreements were not filed.*‡
|
|
|
|
10.60
|
|
Type A Restricted Stock Unit Award Agreement, dated as of February 7, 2013, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to form 10-Q filed by Hawaiian Holdings, Inc. on April 25, 2013).*+
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|
|
|
10.61
|
|
Type B Restricted Stock Unit Award Agreement, dated as of February 7, 2013, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to form 10-Q filed by Hawaiian Holdings, Inc. on April 25, 2013).*+
|
|
|
|
10.62
|
|
Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 17, 2013 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡
|
|
|
|
10.62.1
|
|
Amendment #1 to Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc.‡
|
|
|
10.62.2
|
|
Amendment #2 to Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc.‡
|
|
|
|
10.63
|
|
Pass Through Trust Agreement, dated May 29, 2013, between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.64
|
|
Trust Supplement No. 2013-1A-O, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.65
|
|
Trust Supplement No. 2013-1A-S, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.66
|
|
Trust Supplement No. 2013-1B-O, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.67
|
|
Trust Supplement No. 2013-1B-S, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.5 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.68
|
|
Revolving Credit Agreement (2013-1A), dated as of May 29, 2013, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Natixis S.A., acting via its New York Branch, as liquidity provider (filed as Exhibit 4.6 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
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|
|
|
10.69
|
|
Revolving Credit Agreement (2013-1B), dated as of May 29, 2013, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Natixis S.A., acting via its New York Branch, as liquidity provider (filed as Exhibit 4.7 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.70
|
|
Intercreditor Agreement, dated as of May 29, 2013, among Wilmington Trust, National Association, as trustee, Natixis S.A., acting via its New York Branch, as liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee (filed as Exhibit 4.8 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.71
|
|
Deposit Agreement (Class A), dated as of May 29, 2013, between Wells Fargo Bank Northwest, National Association, as escrow agent, and Natixis S.A., acting via its New York Branch, as depositary (filed as Exhibit 4.9 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.72
|
|
Deposit Agreement (Class B), dated as of May 29, 2013, between Wells Fargo Bank Northwest, National Association, as escrow agent, and Natixis S.A., acting via its New York Branch, as depositary (filed as Exhibit 4.10 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.73
|
|
Escrow and Paying Agent Agreement (Class A), dated as of May 29, 2013, among Wells Fargo Bank Northwest, National Association, as escrow agent, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent (filed as Exhibit 4.11 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.74
|
|
Escrow and Paying Agent Agreement (Class B), dated as of May 29, 2013, among Wells Fargo Bank Northwest, National Association, as escrow agent, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent (filed as Exhibit 4.12 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.75
|
|
Note Purchase Agreement, dated as of May 29, 2013, among Hawaiian Airlines, Inc., Wilmington Trust, National Association, as trustee, Wilmington Trust, National Association, as subordination agent, Wells Fargo Bank Northwest, National Association, as escrow agent, and Wilmington Trust, National Association, as paying agent (filed as the Exhibit 4.13 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.76
|
|
Form of Participation Agreement (Participation Agreement between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement) (filed as Exhibit 4.14 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.77
|
|
Form of Indenture (Trust Indenture and Mortgage between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as mortgagee and securities intermediary) (Exhibit C to Note Purchase Agreement) (filed Exhibit 4.15 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.78
|
|
Form of Hawaiian Airlines Pass Through Certificate, Series 2013-1A-O (filed as Exhibit 4.16 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.79
|
|
Form of Hawaiian Airlines Pass Through Certificate, Series 2013-1B-O (filed as Exhibit 4.17 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*
|
|
|
|
10.80
|
|
Agreement dated December 11, 2013 by and among Hawaiian Holdings, Inc., Hirzel Capital Management LLC and Zac S. Hirzel. (filed as Exhibit 10.1 to the form 8-K filed by Hawaiian Holdings, Inc. on December 11, 2013).*
|
|
|
|
10.81
|
|
Credit and Guaranty Agreement dated as of November 7, 2014 among Hawaiian Airlines, Inc., Hawaiian Holdings, Inc., certain other subsidiaries of Hawaiian Holdings, Inc, the lenders party thereto and Citibank, N.A.‡
|
|
|
|
10.82
|
|
General Terms Agreement, dated as of December 17, 2014, between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. for Trent 7000 Engines.‡
|
|
|
|
12
|
|
Computation of ratio of earnings to fixed charges for the years ended December 31, 2014, 2013, 2012, 2011, and 2010.
|
|
|
|
21.1
|
|
List of Subsidiaries of Hawaiian Holdings, Inc.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Valuation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
COLUMN A
|
COLUMN B
|
|
COLUMN C
ADDITIONS |
|
COLUMN D
|
|
COLUMN E
|
|||||||||
Description
|
Balance at Beginning of Year
|
|
(1)
Charged to Costs and Expenses |
|
(2)
Charged to Other Accounts |
|
Deductions
|
|
Balance at End of Year
|
|||||||
|
(in thousands)
|
|||||||||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2014
|
$
|
101
|
|
|
593
|
|
|
—
|
|
|
(559
|
)
|
(a)
|
$
|
135
|
|
2013
|
$
|
371
|
|
|
292
|
|
|
—
|
|
|
(562
|
)
|
(a)
|
$
|
101
|
|
2012
|
$
|
630
|
|
|
185
|
|
|
—
|
|
|
(444
|
)
|
(a)
|
$
|
371
|
|
Allowance for Obsolescence of Flight Equipment Expendable Parts and Supplies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2014
|
$
|
12,801
|
|
|
2,193
|
|
(b)
|
—
|
|
|
(495
|
)
|
(c)
|
$
|
14,499
|
|
2013
|
$
|
10,963
|
|
|
2,471
|
|
(b)
|
—
|
|
|
(633
|
)
|
(c)
|
$
|
12,801
|
|
2012
|
$
|
8,824
|
|
|
2,388
|
|
(b)
|
—
|
|
|
(249
|
)
|
(c)
|
$
|
10,963
|
|
(a)
|
Doubtful accounts written off, net of recoveries.
|
(b)
|
Obsolescence reserve for Hawaiian flight equipment expendable parts and supplies.
|
(c)
|
Spare parts and supplies written off against the allowance for obsolescence.
|
|
HAWAIIAN HOLDINGS, INC.
|
||
February 9, 2015
|
By
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
Shannon L. Okinaka
Senior Vice President, Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ MARK B. DUNKERLEY
|
|
President and Chief Executive Officer, and Director (Principal Executive Officer)
|
Mark B. Dunkerley
|
|
|
/s/ SHANNON L. OKINAKA
|
|
Senior Vice President, Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
Shannon L. Okinaka
|
|
|
/s/ LAWRENCE S. HERSHFIELD
|
|
Chair of the Board of Directors
|
Lawrence S. Hershfield
|
|
|
/s/ GREGORY S. ANDERSON
|
|
Director
|
Gregory S. Anderson
|
|
|
/s/ ZAC S. HIRZEL
|
|
Director
|
Zac S. Hirzel
|
|
|
/s/ RANDALL L. JENSON
|
|
Director
|
Randall L. Jenson
|
|
|
/s/ BERT T. KOBAYASHI, JR.
|
|
Director
|
Bert T. Kobayashi, Jr.
|
|
|
/s/ TOMOYUKI MORIIZUMI
|
|
Director
|
Tomoyuki Moriizumi
|
|
|
/s/ SAMSON POOMAIHEALANI
|
|
Director
|
Samson Poomaihealani
|
|
|
/s/ CRYSTAL K. ROSE
|
|
Director
|
Crystal K. Rose
|
|
|
/s/ WILLIAM S. SWELBAR
|
|
Director
|
William S. Swelbar
|
|
|
/s/ DUANE E. WOERTH
|
|
Director
|
Duane E. Woerth
|
|
|
/s/ RICHARD N. ZWERN
|
|
Director
|
Richard N. Zwern
|
|
|
0.
|
DEFINITIONS
|
(a)
|
Other than with respect to Letter Agreement No. 17 to the Agreement, Clause 22.11 of the Agreement, and Clause 1 herein, the terms “A350XWB-800” and “A350XWB-900”, and all provisions relating thereto (but only to the extent relating to the A350XWB), shall be deleted from the Agreement wherever they appear.
|
(b)
|
From the date of this Amendment, the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 shall hereafter be named the Airbus A330/A330neo Purchase Agreement dated as of January 31, 2008. Any and all letter agreements, amendments or other documents executed contemporaneously with this Amendment shall reflect this naming change.
|
(c)
|
The following terms shall be added to the extent they are new, or amended and restated in their entirety to read as follows to the extent they previously existed in the Agreement:
|
1.
|
SCOPE
|
2.
|
SPECIFICATION
|
2.1.1.1
|
The A330-200 Aircraft shall be manufactured in accordance with the A330-200 Standard Specification(s), as may already be modified or varied at the date of this Agreement by the Specification Change Notices listed in Appendix 1 to Exhibit A.
|
2.1.1.2
|
A330-200 Aircraft Design Weights
|
Aircraft Type
|
MTOW
|
MLW
|
MZFW
|
A330-200
|
[**]
|
[**]
|
[**]
|
2.1.2.1
|
The A330neo Aircraft shall be manufactured in accordance with the A330neo Standard Specification as set forth in Clause 2.1.2.3.1 hereunder.
|
2.1.2.3.1
|
The Seller is currently developing a new engine option (the "
New Engine Option
" or "
NEO
"), applicable to the A330 type aircraft. The specification of A330-800neo Aircraft shall be derived from the current A330-200 standard specification [**] and include the new sole source A330neo Propulsion Systems, as set forth in Clause 2.2 below, and Sharklets, as well as wing span extension, aerodynamic adaptations of the wing and wing-to-fuselage junction, required airframe structural
modifications and aircraft systems and software adaptations required to operate such A330neo Aircraft (collectively the “
New Engine Option Changes
”).
|
|
A330-800neo
|
MTOW
|
[**]
|
MLW
|
[**]
|
MZFW
|
[**]
|
A330-800neo
|
[**]
|
2.1.2.4
|
Upon its issuance, the A330neo Standard Specification shall automatically supersede the combination of the A330 Standard Specification and the New Engine Option Changes. The A330neo Aircraft shall be manufactured in accordance with Issue 1 of the A330neo Standard Specification.
|
2.1.7.1
|
The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“
MSCN
”), which shall be provided to the Buyer and shall be substantially in the form set out in Exhibit B2 hereto and shall set out in detail the particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Base Price, Delivery Date of the Aircraft affected thereby and two-way interchangeability, replaceability or intermixability requirements under the Specification.
|
2.1.7.2
|
Except when the MSCN is necessitated by an Aviation Authority Directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the [**] interchangeability, replaceability [**] requirements under the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.
|
2.1.7.3
|
In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in 2.1.7.2 above, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.
|
2.1.7.4
|
[**]
|
3.
|
BASE PRICE OF THE A330neo AIRCRAFT
|
(i)
|
[**]
|
3.4
|
Final Contract Price of the A330neo Aircraft
|
4.
|
PRICE REVISION
|
5.
|
DELIVERY SCHEDULE
|
5.1
|
Clause 9.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:
|
9.1.1
|
Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the A330-200 Aircraft Ready for Delivery at the Delivery Location within the following Scheduled Delivery Months:
|
9.1.2
|
The Seller shall communicate to the Buyer the scheduled delivery quarter of each A330neo Aircraft (each a “
Scheduled Delivery Quarter
”) no later than [**]. The Seller shall communicate to the Buyer the scheduled delivery month of each Aircraft (each a “
Scheduled Delivery Month
”) [**] before the first day of the Scheduled Delivery Quarter of the respective Aircraft. Subject to the then industrial and commercial constraints of the Seller, the Seller shall communicate to the Buyer the Scheduled Delivery Month of the respective Aircraft [**]. The Seller shall give the Buyer at least [**] written notice of the anticipated date on which the Aircraft shall be Ready for Delivery. Such notice shall also include the starting date and the planned schedule of the Technical Acceptance Process set forth in Clause 8. Thereafter the Seller shall notify the Buyer of any change to such dates.
|
5.2
|
Clause 9 of the Agreement is amended to add the following quoted text:
|
6.
|
EXHIBITS TO THE AGREEMENT
|
7.
|
EFFECT OF THE AMENDMENT
|
7.1
|
The provisions of this Amendment are binding on both parties upon execution hereof. The Agreement will be deemed to be amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.
|
7.2
|
Both parties agree that this Amendment will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Amendment will be governed by the provisions of said Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
|
8.
|
CONFIDENTIALITY
|
9.
|
COUNTERPARTS
|
1
|
The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.
|
1.1-
|
Format of Data
|
1.2-
|
Availability Schedule
|
2-
|
Airbus Maintenance Technical Data Package
|
2.1-
|
Format of Data
|
2.2-
|
Availability Schedule
|
3-
|
Non-customized Technical Data
|
4-
|
Additional Technical Data
|
4.1
|
In addition to the Flight Operations Data Package and the Maintenance Technical Data Package, the Seller shall provide, at Delivery of each Aircraft:
|
4.2
|
Within [**] the Delivery of each Aircraft, the Seller shall provide:
|
1.
|
BASE PRICE
|
2.
|
BASE PERIOD
|
3.
|
INDEXES
|
4.
|
REVISION FORMULA
|
5.
|
GENERAL PROVISIONS
|
HAL - A330/A330neo
|
Exh. G3 - 1 of 1
|
2.
|
ASSIGNMENT
|
1.
|
DEFINITIONS
|
6.
|
ASSEMBLY LINE REACTIVATION
|
7.
|
ASSIGNMENT
|
0.
|
DEFINITIONS
|
1.
|
RESERVED
|
2.
|
SPECIFICATION
|
2.1.7.5
|
[**]
|
4.
|
PRICE REVISION
|
5.
|
PAYMENT TERMS
|
5.5.2
|
Except as provided in Clause 5.5.1, the Seller shall pay all Taxes, levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, acquisition of any component, accessory, equipment or part delivered or furnished under this Agreement, or assembly, sale and delivery to the Buyer under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).
|
5.5.3
|
The Buyer shall pay all Taxes not assumed by the Seller under Clause 5.5.2, including, but not limited to any duties or taxes due upon or in relation to the importation of the Aircraft into the Buyer’s country and/or any withholding taxes or deductions levied or required in the Buyer’s country with respect to the payment to the Seller of any amount due from the Buyer hereunder, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.
|
5.6
|
Application of Payments
|
5.7
|
Setoff Payments
|
5.8
|
Overdue Payments
|
5.8.1
|
Except if otherwise agreed, if any payment due the Seller is not received by the Seller on the date or dates due, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller on receipt of such claim, interest at the rate of [**] on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller's right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.
|
6.
|
RESERVED
|
7.
|
CERTIFICATION
|
7.1
|
Type Certification
|
(ii)
|
[**]
|
8.
|
TECHNICAL ACCEPTANCE
|
8.1.1
|
Prior to Delivery, the Aircraft shall undergo a technical acceptance process developed by the Seller (the "
Technical Acceptance Process
"). Successful completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and shall be deemed to demonstrate compliance with the Specification. Should the Aircraft fail to complete the Technical Acceptance Process satisfactorily, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes to make the Aircraft compliant and, as soon as practicable thereafter, resubmit the Aircraft to the Technical Acceptance Process to the extent necessary to demonstrate full compliance with the requirements of the Technical Acceptance Process. Any changes to the length (i.e. number of days) of the Technical Acceptance Process will be subject to the mutual agreement of the Buyer and the Seller.
|
8.2.3
|
If the Buyer does not attend or fails to cooperate in the Technical Acceptance Process, the Seller shall be entitled to complete the Technical Acceptance Process in compliance with Clause 8.1 without the Buyer's attendance, and provided that the Technical Acceptance Process is completed successfully and that the Seller so represents to the Buyer, the Buyer shall be deemed to have accepted that the Technical Acceptance Process has been completed, in all respects.
|
8.5
|
Aircraft Utilization
|
9.
|
DELIVERY
|
9.1.3
|
[**]
|
9.2.3
|
If the Buyer fails to (i) deliver the signed Certificate of Acceptance to the Seller on or before the Delivery Date, provided that the Aircraft has successfully completed the Technical Acceptance Process or (ii) pay the Balance of the Final Contract Price for the Aircraft to the Seller on the Delivery Date, then the Buyer shall be deemed to have rejected Delivery wrongfully when the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, the Seller shall retain title to the Aircraft and the Buyer shall indemnify and hold the Seller harmless against any and all [**] costs (including but not limited to any parking, storage, and insurance costs [**]). The Seller shall be under no duty to the Buyer to store, park, or otherwise protect the Aircraft, [**] These rights of the Seller shall be in addition to the Seller’s other rights and remedies in this Agreement.
|
9.3.3
|
[**]
|
10.
|
EXCUSABLE DELAY AND TOTAL LOSS
|
10.1
|
Scope of Excusable Delay
|
10.2
|
Consequences of Excusable Delay
|
10.2.1
|
If an Excusable Delay occurs the Seller shall
|
(i)
|
notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;
|
(ii)
|
not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;
|
(iii)
|
not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;
|
(iv)
|
as soon as practicable after the removal of the cause of such Excusable Delay resume performance of its obligations under this Agreement and in particular shall notify the Buyer of the revised Scheduled Delivery Month, and
|
(v)
|
shall take all reasonable steps within its control to reduce the effect of any delay.
|
10.3
|
Termination on Excusable Delay
|
10.3.1
|
If any Delivery is delayed as a result of one or more Excusable Delays for a period of more than [**] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within [**] and following such termination, the parties shall have no further rights or obligations with respect to such affected Aircraft, [**]. Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.3.1if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer or its representatives.
|
10.3.2
|
If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there shall be a delay in Delivery of an Aircraft of more than [**] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft. Termination shall be made by giving written notice to the other party within [**] after the Buyer's receipt of the notice of a revised Scheduled Delivery Month and following such termination, the parties shall have no further rights or obligations with respect to such affected Aircraft, [**]
|
10.3.3
|
If this Agreement is not terminated under the terms of Clause 10.3.1 or 10.3.2, then the Seller shall be entitled to reschedule Delivery. The Seller shall confirm to the Buyer the new Scheduled Delivery Month after the [**] period referred to in Clause 10.3.1 or 10.3.2, which shall be either the Scheduled Delivery Month notified to the Buyer under Clause 10.2.1 (iv) or such other month as may be agreed by the parties, and this new Scheduled Delivery Month shall be deemed to be an amendment to the applicable Scheduled Delivery Month in Clause 9.1.1.
|
10.4
|
Total Loss, Destruction or Damage
|
(i)
|
the Buyer notifies the Seller within thirty (30) days of the date of receipt of the Seller's notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and
|
(ii)
|
the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month, in which case, to the extent the Total Loss is not due to action or inaction of the Buyer or its representatives:
|
(a)
|
[**]
|
10.5
|
Remedies
|
11.
|
INEXCUSABLE DELAY
|
11.1
|
Liquidated Damages
|
11.1.1
|
Liquidated Damages
|
11.2
|
Renegotiation
|
11.3
|
Termination
|
11.4
|
Remedies
|
12.1
|
Warranty
|
12.1.1
|
Nature of Warranty
|
(i)
|
in material,
|
(ii)
|
in workmanship, including, without limitation, processes of manufacture,
|
(iii)
|
in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design, and
|
(iv)
|
arising from failure to conform to the Specification, except as to those portions of the Specification that are expressly stated in the Specification to be estimates or approximations or design aims.
|
12.1.2
|
Exclusions
|
(i)
|
any defect in the Seller's workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, shall constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(ii), and
|
(ii)
|
any defect inherent in the Seller's design of the installation, considering the state of the art at the date of such design, that impairs the use of such items shall constitute a defect in design for the purposes of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(iii).
|
12.1.4.1
|
The Buyer's remedy and the Seller's obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller's expense and option, acting in a commercial reasonable manner, the repair, replacement or correction (to include, in the case of
|
12.1.4.2
|
If the Seller corrects a defect covered by Clause 12.1.1(iii) that becomes apparent within the Warranty Period, on the Buyer’s written request the Seller shall correct any such defect of the same type in any Aircraft that has not already been delivered to the Buyer. The Seller shall not be responsible for, nor deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise, in respect of performance of correcting a defect covered by Clause 12.1.1(iii), due to the Seller's undertaking to make such correction. Alternatively, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller's expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft.
|
12.1.5
|
[**]
|
(i)
|
Such inspections are recommended in a Seller Service Bulletin to be performed within the Warranty Period or such inspection would be otherwise covered by a Warranty Claim;
|
(ii)
|
Such inspections are not performed in lieu of corrective action that has been provided by the Seller prior to the dates of such inspection;
|
(iii)
|
[**]
|
12.1.6
|
Warranty Claim Requirements
|
(i)
|
the defect has become apparent within the Warranty Period,
|
(ii)
|
the Buyer has filed a Warranty Claim within [**] in the last A330-200 Aircraft or the last A330neo Aircraft as applicable.
|
(iii)
|
the Buyer returns the Warranted Part claimed to be defective to the repair facilities designated by the Seller as soon as practicable, unless the Buyer elects to repair a defective Warranted Part in accordance with the provisions of Clause 12.1.8; and
|
(iv)
|
the Seller's receives a Warranty Claim complying with the provisions of Clause 12.1.7(v).
|
(v)
|
receipt of a Warranty Claim by Seller in accordance with Clause 12.1.6 (ii) secures the Buyer’s right to claim remedies even though a correction is performed after the expiration of the Warranty Period.
|
12.1.7
|
Warranty Administration
|
(vi)
|
Replacements
|
(vii)
|
Rejection
|
(viii)
|
Inspection
|
12.1.8
|
In-house Warranty
|
(i)
|
Authorization
|
(ii)
|
Conditions of Authorization
|
a.
|
if the Buyer complies with the terms of Clause 12.1.8(i);
|
b.
|
if adequate facilities and qualified personnel are available to the Buyer.
|
c.
|
provided that repairs are to be performed in accordance with the Seller's written instructions set forth in applicable Technical Data,
|
d.
|
only to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause 12.1.11.
|
(iii)
|
Seller's Rights
|
(iv)
|
In-house Warranty Claim Substantiation
|
(a)
|
a report of technical findings with respect to the defect,
|
(b)
|
for parts required to remedy the defect:
|
(c)
|
detailed number of labor hours,
|
(d)
|
In-house Warranty Labor Rate, and
|
(e)
|
total claim value.
|
(v)
|
Credit
|
(a)
|
To determine direct labor costs, only the manhours spent on removal from the Aircraft disassembly, inspection, repair, reassembly, and final inspection and test of the Warranted Part, and reinstallation thereof on the Aircraft shall be counted. The hours required for maintenance work concurrently being carried out on the Aircraft or Warranted Part shall not be included.
|
(b)
|
The hours counted as set forth in Clause 12.1.8 (v)(a) above shall be multiplied by the In-house Labor Rate, [**] (the “
In-house Warranty Labor Rate
”).
|
(c)
|
Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul furnished free of charge by the Seller.
|
(vi)
|
Limitation on Credit
|
(vii)
|
Scrapped Material
|
(viii)
|
DISCLAIMER OF SELLER LIABILITY FOR BUYER’S REPAIR
|
12.1.9
|
Warranty Transferability
|
12.1.10
|
Warranty for Corrected, Replacement or Repaired Warranted Parts
|
(i)
|
any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after Delivery in a manner other than that approved by the Seller;
|
(ii)
|
any Aircraft or component, equipment, accessory or part thereof that has been [**] damaged [**];
|
(iii)
|
any component, equipment, accessory or part from which the trademark, trade name, part or serial number or other identification marks have been intentionally removed rather than through normal wear and tear.
|
12.2
|
Service Life Policy
|
12.2.1
|
Scope and Definitions
|
(i)
|
"
Item
" means any of the Seller components, equipment, accessories or parts listed in Exhibit C that are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy specified in Clause 12.2.2, provided that if at any time after the date hereof the Seller adds Sharklets to the Seller’s standard list
|
(ii)
|
"
Failure
" means [**]
|
12.2.2
|
Periods and Seller's Undertaking
|
(i)
|
design and furnish to the Buyer a correction for such Item and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or
|
(ii)
|
replace such Item.
|
12.2.3
|
Seller's Participation in the Cost
|
P:
|
financial participation of the Seller,
|
C:
|
the Seller's then current sales price for the required Item or required Seller designed parts,
|
(i)
|
[**]
|
12.2.4
|
General Conditions and Limitations
|
12.2.4.1
|
Notwithstanding any provision of this Clause 12.2, during the Warranty Period, all Items shall be covered by the provisions of Clause 12.1 of this Agreement and not by the provisions of this Clause 12.2.
|
12.2.4.2
|
The Buyer's remedies and the Seller's obligations and liabilities under this Service Life Policy are subject to the following conditions:
|
(i)
|
The Buyer maintains log books or other historical records with respect to each Item adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with Clause 12.2.3.
|
(ii)
|
The Buyer keeps the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded.
|
(iii)
|
The Buyer complies with the conditions of Clause 12.1.11.
|
(iv)
|
The Buyer implements specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer's operational requirements and shall be carried out at the Buyer's expense, reports relating thereto to be regularly furnished to the Seller.
|
(v)
|
The Buyer reports in writing any breakage or defect to the Seller within [**] after any breakage or defect in an Item becomes apparent, whether or not the breakage or defect can reasonably be expected to occur in any other Aircraft, and the Buyer provides the Seller with sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.
|
12.2.4.3
|
Except as otherwise provided in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided in, and shall be subject to the terms and conditions of, Clause 12.1.6.
|
12.2.4.4
|
If the Seller has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit free of charge or under a pro rata formula established by the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the Seller's commitment under this Clause 12.2 remains in effect but shall be subject to the Buyer's incorporating such modification in the
|
12.2.4.5
|
THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN A CREDIT FOR GOODS AND SERVICES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND FURTHER WAIVES RELEASES AND RENOUNCES ALL OTHER RIGHTS, CLAIMS AND REMEDIES, OTHER THAN THOSE ARISING OUT OF THIS CLAUSE 12.2.
|
12.3
|
Supplier Warranties and Service Life Policies
|
12.3.1
|
Seller's Support
|
12.3.2
|
Supplier’s Default
|
12.3.2.1
|
[**]
|
12.4
|
Interface Commitment
|
12.4.1
|
Interface Problem
|
12.4.2
|
Seller's Responsibility
|
12.4.3
|
Supplier's Responsibility
|
12.4.4
|
Joint Responsibility
|
12.4.5.1
|
All requests under this Clause 12.4 shall be directed both to the Seller and to the affected Suppliers.
|
12.4.5.2
|
Except as specifically set forth in this Clause 12.4, this Clause 12.4 shall not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Agreement.
|
12.4.5.3
|
All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 shall be deemed to be delivered under this Agreement and shall be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.9.
|
12.5
|
Exclusivity of Warranties
|
(1)
|
ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;
|
(2)
|
ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
|
(3)
|
ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;
|
(4)
|
ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;
|
(5)
|
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;
|
(6)
|
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;
|
(7)
|
ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:
|
(a)
|
LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
|
(b)
|
LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
|
(c)
|
LOSS OF PROFITS AND/OR REVENUES;
|
(d)
|
ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.
|
12.6
|
Duplicate Remedies
|
12.7
|
Intentionally Deleted
|
12.8
|
Negotiated Agreement
|
(i)
|
this Agreement, including Clause 2 and this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer; and
|
(iii)
|
the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties set forth in Clause 12.5.
|
13.1
|
Indemnity
|
13.1.1
|
Subject to the provisions of Clause 13.2.3, the Seller shall indemnify the Buyer and its officers, directors, agents and employees from and against any damages, costs and expenses including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) in case of any infringement or claim of infringement by the Airframe [**] of
|
(i)
|
any British, French, German, Spanish or U.S. patent; and
|
(ii)
|
any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that from the time of design of such Airframe or any part or software installed therein at Delivery and until infringement claims are resolved, the country of the patent and the flag country of the Aircraft are both parties to:
|
(1)
|
the Chicago Convention on International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof, or,
|
(2)
|
the International Convention for the Protection of Industrial Property of March 20, 1883 (the "
Paris Convention
"); and
|
(iii)
|
in respect of computer software installed on the Aircraft, any copyright, provided that the Seller's obligation to indemnify shall be limited to infringements in countries which, at the time of design, are members of The Berne Union and recognize computer software as a "work" under the Berne Convention.
|
13.1.2
|
Clause 13.1.1 shall not apply to
|
(i)
|
Buyer Furnished Equipment;
|
(ii)
|
the Propulsion Systems;
|
(iii)
|
Supplier Parts; or
|
(iv)
|
software not developed by the Seller.
|
13.1.3
|
If the Buyer, due to circumstances contemplated in Clause 13.1.1, is prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at among the claimant, the Seller and the Buyer), the Seller shall at its expense either
|
(i)
|
procure as soon as possible for the Buyer the right to use the affected Airframe, or Warranted Part free of charge to the Buyer; or
|
(ii)
|
replace the infringing Warranted Part as soon as possible with a non-infringing substitute otherwise complying with the requirements of this Agreement.
|
13.2
|
Administration of Patent and Copyright Indemnity Claims
|
13.2.1
|
If the Buyer receives a written claim or a suit is threatened or begun against the Buyer for infringement of a patent or copyright referred to in Clause 13.1, the Buyer shall
|
(i)
|
forthwith notify the Seller, giving particulars thereof;
|
(ii)
|
furnish to the Seller all data, papers and records within the Buyer's control or possession that are material to the resistance of or defense against any such charge or suits for infringement covered by this Clause 13;
|
(iii)
|
refrain from admitting any liability or making any payment, or assuming any expenses, damages, costs or royalties, or otherwise acting in a manner prejudicial to the defense or denial of the suit or claim, it being agreed that nothing in this Clause 13.2.1(iii) shall prevent the Buyer from paying the sums (i) that may be required to obtain the release of the Aircraft, provided that payment is accompanied by a denial of liability and is made without prejudice, or (ii) as required by a final judgment entered against Buyer by a court of competent jurisdiction from which no appeals can be or have been filed;
|
(iv)
|
fully cooperate with, and render all assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim; and
|
(v)
|
act to mitigate damages and/or to reduce the amount of royalties that may be payable, and act to minimize costs and expenses.
|
13.2.2
|
The Seller shall be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner that, in the Seller's opinion, it deems proper.
|
13.2.3
|
The Seller's liability hereunder shall be conditioned on the [**] compliance by the Buyer with the terms of this Clause 13 and is in lieu of any other liability to the Buyer, whether express or implied, which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright. [**]
|
14.
|
TECHNICAL DATA AND SOFTWARE SERVICES
|
14.1.2
|
Range, form, type, format, ATA/non-ATA compliance, revision and quantity and delivery schedule of the Technical Data for the A330-200 Aircraft and A330neo Aircraft to be provided are covered in Exhibit F1.
|
14.5
|
Revision Service for Technical Data
|
14.9.1
|
The Technical Data domains listed below shall be provided on DVD or online if available and shall include integrated software covering the following domains:
|
•
|
Maintenance
|
•
|
Planning
|
•
|
Repair
|
•
|
Workshop
|
•
|
Associated Data
|
•
|
Engineering
|
14.13.1
|
Performance Engineer's Program or PEP
|
14.13.2
|
The license for use of PEP for A330-200 Aircraft shall be granted [**] after initial installation.
|
15.
|
SELLER REPRESENTATIVES
|
15.6
|
Seller shall, if requested by Buyer and subject to applicable charges, if any, provide technical advisory assistance and other engineering support services (“
Engineering Support Services
”) for any Aircraft or SFE. Engineering Support Services, provided from Toulouse, France or at a base designated by the Buyer as appropriate, include but are not limited to:
|
(a)
|
If the Buyer experiences operational problems with an Aircraft, the Seller shall analyze the information provided by the Buyer to determine the probable nature and cause of the problem and to suggest possible solutions.
|
(b)
|
If the Buyer is designing structural repairs and desires the Seller’s support, the Seller shall analyze and comment on the Buyer’s engineering releases relating to structural repairs not covered by the Seller’s structural repair manual.
|
(c)
|
If the Buyer requires an Aircraft modification from the Seller’s upgrade services department, the Seller shall analyze the request and, if possible, propose a Service Bulletin designed to meet the needs of the Buyer.
|
16.
|
TRAINING AND TRAINING AIDS
|
16.3.1
|
The Seller shall provide the training at the Airbus Training Center in Miami, Florida (the “
Seller’s Training Center
”), which shall be the principal location for training provided to the Buyer and/or at an affiliated training center in Blagnac, France. Seller shall use reasonable efforts to schedule Buyer’s training at the Airbus Training Center in Miami. [**]
|
16.4.3.2
|
If such notification is received by the Seller or ANACS less than sixty (60) but no more than thirty (30) calendar days prior to such training, a cancellation fee corresponding [**] shall be, as applicable, either deducted from the training allowance set forth in Appendix A or invoiced at the price corresponding to such training in the Seller’s then current Training Course Catalog, unless the Seller, using commercially reasonable efforts, is able to substitute another customer’s trainees for the Buyer’s originally scheduled trainees.
|
16.11
|
[**]
Affiliates of Seller
|
18.1.4
|
Without prejudice to the Buyer's obligations hereunder, in order to facilitate the development of the BFE Definition, the Seller will organize meetings between the Buyer and BFE Suppliers. Such meetings will be scheduled by the Seller in consultation with the Buyer and the BFE Supplier and the Seller shall use reasonable efforts to schedule such meetings at times and in locations that are acceptable to the Buyer, provided this does not impact adherence to the Customization Milestones Chart and/or the required on-dock dates of BFE. The Buyer hereby agrees to participate in such meetings, and to provide adequate technical and engineering expertise as may be reasonably requested by the Seller or the applicable BFE Supplier to reach decisions within the defined timeframe.
|
18.5.6
|
Subject to applicable law, and the consent of the applicable BFE manufacturer, BFE not installed in the Aircraft shall be returned to the Buyer in accordance with the Buyer’s instructions and at the Buyer’s expense in as good condition as when delivered by the Buyer to the Seller, reasonable wear and tear accepted.
|
18.5.7
|
[**]
|
20.1
|
Assignments by Buyer
|
20.1.4
|
Appointment of Agent - Warranty Claims
|
20.1.5
|
No Increase in Liability
|
20.4
|
Transfer of Rights and Obligations upon Reorganization
|
21.1.1
|
Buyer Termination Events
|
(1)
|
A [**] commences in any jurisdiction any case, proceeding or other action with respect to a [**] or its properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.
|
(2)
|
An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for a [**] or for all or any substantial part of its respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days, or a [**] makes a general assignment for the benefit of its creditors.
|
(3)
|
An action is commenced in any jurisdiction against a [**] seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days.
|
(4)
|
A [**] becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Clause 21.1. (1), (2) or (3).
|
(5)
|
A [**] is generally not able, or is expected to be unable to, or shall admit in writing its inability to, pay its debts as they become due.
|
(6)
|
A [**] commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.
|
(7)
|
[**].
|
(8)
|
The Buyer terminates (except as otherwise permitted) cancels or repudiates this Agreement in whole or in part.
|
(9)
|
The Buyer defaults in its obligation to take delivery of an Aircraft as provided in Clause 9.2.
|
(10)
|
A [**] defaults in the observance or performance of any other material covenant, undertaking or obligation contained in this Agreement [**] provided (i) such covenant, undertaking or obligation is not otherwise addressed in this clause 21 and (ii) if such breach or default is capable of being cured, such breach or default is not
|
(11)
|
Any other event that the parties agree in writing constitutes a Buyer Termination Event.
|
21.2
|
Remedies In Event of Termination
|
(4)
|
The parties to this Agreement are commercially sophisticated parties represented by competent counsel. The parties expressly agree and declare that damages for material breach of this Agreement by the Buyer resulting in a Termination of this Agreement as to any or all Aircraft have been liquidated at amounts that are reasonable in light of the anticipated or actual harm caused by the Buyer’s breach, the difficulties of proof of loss and the nonfeasibility of otherwise obtaining an adequate remedy. [**]
|
21.3
|
Definitions
|
(i)
|
“Affected Aircraft” - any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Clause 21. 2 (1) (iv),
|
(ii)
|
“Applicable Date” - for any Affected Aircraft the date of the Buyer Termination Event specified in the Seller’s notice and demand for payment of liquidated damages delivered under Clause 21.2(3).
|
(iii)
|
“Escalated Price” - [**]
|
21.4.
|
Notice of Termination Event
|
21.5
|
Information Covenants
|
(a)
|
Annual Financial Statements.
As soon as available and in any event no later than the date that the Buyer furnishes such annual statements to the Securities and Exchange Commission or successor thereto (the “SEC”) (i) a copy of the SEC Form 10-K filed by Holdings containing consolidated information relating to the Buyer with the SEC for such fiscal year, or, if no such Form 10-K was filed by Holdings for such a fiscal year, the consolidated balance sheet of Holdings and its Subsidiaries (including the Buyer), as at the end of such fiscal year and the related consolidated statements of operations, of common stockholders’ equity (deficit) (in the case of Holdings and its Subsidiaries) and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, and examined by any firm of independent public accountants of recognized standing selected by Holdings, whose opinion shall not be qualified as to the scope of audit or as to the status of Holdings as a going concern, and (ii) a certificate of such accounting firm stating that its audit of the business of the Holdings and its Subsidiaries (including the Buyer) was conducted in accordance with generally accepted auditing standards.
|
(b)
|
Quarterly Financial Statements
. As soon as available and in any event no later than the date that Holdings furnishes such quarterly statements to the SEC or successor thereto, a copy of the SEC Form 10-Q filed by Holdings with the SEC for such quarterly period, or, if no such Form 10-Q was filed by Holdings with respect to any such quarterly period, the consolidated balance sheet of Holdings and its Subsidiaries (including the Buyer), as at the end of such quarterly period and the related consolidated statements of operations for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and in each case setting forth comparative consolidated figures as of the end of and for the related periods in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings, subject to changes resulting from audit and normal year-end audit adjustments.
|
(c)
|
Debt Rescheduling.
(i) Promptly upon the Buyer commencing negotiations with one or more of its significant creditors with a view to general readjustment or rescheduling of all or any material part of its indebtedness under circumstances in which a reasonable business person, in the exercise of prudent business judgment, would conclude that the Buyer would otherwise not be able to pay such indebtedness as it falls due, notice of commencement of such negotiations, and (ii) thereafter timely advice of the progress of such negotiations until such negotiations are terminated or completed.
|
(d)
|
Acceleration of other indebtedness
. Immediately upon knowledge by the Buyer that the holder of any bond, debenture, promissory note or any similar evidence of indebtedness of a Buyer Party thereof (“Other Indebtedness”) has demanded prepayment, given notice or exercised its right to a remedy having the effect of acceleration with respect to a claimed event of default under any Other Indebtedness, where the impact of the acceleration is likely to have a material adverse effect on the Buyer’s ability to perform its obligations under or in connection with the transactions contemplated by this Agreement, notice of the demand made, notice given or action taken by such holder and the nature and status of the claimed event of default and what the action the Buyer is taking with respect thereto.
|
(e)
|
Other Information
. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the SEC by Holdings or any of its Subsidiaries (including the Buyer), and, with reasonable promptness, such other information or documents (financial or otherwise) as the Seller may reasonably request from time to time.
|
23.
|
ASSIGNMENT
|
1.
|
ESCALATION
|
(i)
|
[**] the Seller NEO Revision Formula [**]
|
2.
|
ASSIGNMENT
|
5.
|
ASSIGNMENT
|
6.
|
ASSIGNMENT
|
2-
|
Termination
|
(i)
|
[**]
|
4-
|
Miscellaneous Provisions
|
(a)
|
Notices
|
Attention:
|
Director - Contracts
|
Telephone:
|
011 33 5 61 30 40 12
|
Fax:
|
011 33 5 61 30 40 11
|
(b)
|
Waiver
|
(c)
|
Interpretation and Law
|
(d)
|
Severability
|
(e)
|
Alterations to Contract
|
(f)
|
Language
|
(g)
|
Headings
|
(h)
|
Counterparts
|
5-
|
Certain Representations of the Parties
|
(a)
|
The Buyer represents and warrants to the Seller:
|
(i)
|
the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this [**] Letter Agreement;
|
(ii)
|
neither the execution and delivery by the Buyer of this [**] Letter Agreement, nor the consummation of any of the transactions by the Buyer contemplated hereby, nor the performance by the Buyer of the obligations hereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound;
|
(iii)
|
this [**] Letter Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles.
|
(b)
|
The Seller represents and warrants to the Buyer:
|
(i)
|
the Seller is organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under this [**] Letter Agreement;
|
(ii)
|
neither the execution and delivery by the Seller of this [**] Letter Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations there under, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound;
|
(iii)
|
this [**] Letter Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles.
|
6-
|
Confidentiality
|
1)
|
A certified copy of the company’s Certificate of Incorporation or Certificate of Trade.
|
|
|
|
|
2)
|
A certified copy of the company’s Memorandum and Articles of Association.
|
|
|
|
|
3)
|
For
listed
companies, evidence of listed status and good standing.
|
|
|
|
|
4)
|
For
non-listed
companies, a copy of the shareholders’ register or any other official
|
|
|
document evidencing the identities of the owners of the company.
|
|
|
|
|
5)
|
A list of all directors’ names, occupations, permanent addresses and dates of birth.
|
|
|
|
|
6)
|
A certified copy (see below) of a valid passport or driving licence for:
|
|
|
two executive directors
|
|
|
|
|
|
two additional authorised signatories
|
|
|
|
|
7)
|
A certified copy (see below) of a valid passport or driving licence of all beneficial
|
|
|
owners i.e. those holding 25% or more control over the company.
|
|
|
|
|
8)
|
The names, permanent addresses and percentage holdings of all individuals with over
|
|
|
10% of the company’s share capital.
|
|
|
|
|
9)
|
A certified copy (see below) of two utility bills or bank statements (financial information
|
|
|
can be deleted) for each of the parties mentioned in 6) and 7) above, showing their private residential address. Documents must be no older than three months. Any original documents submitted will be copied by us and returned.
|
|
|
|
|
10)
|
In the case of a structured group, an organisation chart showing the ultimate beneficial
|
|
|
owners.
|
|
|
|
|
11)
|
A copy of the company’s most recent audited annual financial statements.
|
|
Company Name
|
|
|
|
Company Registration Number
|
|
|
|
Registered Office
|
|
|
|
Place of Business
|
|
|
|
Contact Person(s)
Name
Telephone Number
E-mail Address
|
|
|
|
Persons (other than your directors) authorised to give instructions to us on behalf of the company.
|
|
|
|
Is the company acting as Agent for another party? If yes, please give details and please provide a copy of the power of attorney (or similar document) as well as identification details in respect of such party as set forth in Page 1.
|
|
|
|
Bank Details of company
Branch Name
Branch Address
Telephone Number
Sort Code
SWIFT Code
ABA Reference
|
|
|
|
Rolls-Royce plc
PO Box 31, Derby DE24 8BJ, England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 1332 249936
www.rolls-royce.com
|
(A)
|
The Parties entered into the Agreement.
|
(B)
|
The Parties have agreed to [**] of the [**] by [**]. The Parties wish to amend the Agreement and Side Letter No. 1, respectively, to reflect the [**] and the corresponding [**].
|
(C)
|
The Parties have agreed to update the Exhibit A Aircraft Delivery Schedule to the Agreement as the delivery schedule for [**].
|
(D)
|
This Amendment 4 sets out the provisions agreed by the Parties in relation to the above.
|
1.
|
INTERPRETATION
|
2.
|
REPRESENTATIONS AND WARRANTIES
|
2.1
|
General
|
(a)
|
It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;
|
(b)
|
It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by it;
|
(c)
|
The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:
|
(i)
|
any Law applicable to it;
|
(ii)
|
its constitutional documents; or
|
(iii)
|
any agreement or instrument binding upon it or any of its assets;
|
(d)
|
The obligations expressed to be assumed by it in this Agreement are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);
|
(e)
|
Its payment obligations under this Agreement rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by law applying to companies generally.
|
2.2
|
Survival
|
3.
|
AMENDMENTS TO THE AGREEMENT
|
3.1
|
The table in Exhibit E-1, SCHEDULE 1 — DELIVERY SCHEDULE AND BASE PRICE of the Agreement is deleted in its entirety and the following table and text is inserted in lieu thereof:
|
3.2
|
A new Clause 2.4 in Side Letter Agreement Number One to the Agreement is added as follows:
|
3.3
|
Exhibit A Aircraft Delivery Schedule to the Agreement is hereby deleted in its entirety and replaced by Appendix 1 to this Amendment 4.
|
4.
|
ASSIGNMENT
|
5.
|
GENERAL
|
6.
|
CONFIDENTIALITY
|
8.
|
INCORPORATION BY REFERENCE
|
|
Rolls-Royce plc
PO Box 31,Derby DE24 8BJ,England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 01332 249936
www.rolls-royce.com
|
(B)
|
The Parties wish to amend certain terms of the Agreement that relate to escalation, payment terms and the charges adjustment matrix terms; such amended terms shall apply from the date of this Amendment 5.
|
(a)
|
it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;
|
(b)
|
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 5 and the transactions contemplated by it;
|
(c)
|
the entry into and performance by it of, and the transactions contemplated by, this Amendment 5 do not and will not conflict with:
|
(d)
|
the obligations expressed to be assumed by it in this Amendment 5 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);
|
(e)
|
its payment obligations under this Amendment 5
rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.
|
3.1
|
The escalation formula detailed in Exhibit E-1 Schedule 2 – Engine Base Price Escalation Formula of the Agreement is deleted in its entirety and replaced with the formula detailed in Appendix A to this Amendment 5.
|
3.2
|
The payment terms detailed in Exhibit G – TotalCare Provision, Clause 3 of the Agreement are amended as follows:
|
3.3
|
The
[**]
detailed in
[**]
of the Agreement is deleted in its entirety and replaced with the
[**]
detailed in Appendix B to this Amendment 5.
|
HAWAIIAN AIRLINES, INC.
|
ROLLS-ROYCE PLC
|
HAWAIIAN AIRLINES, INC.
|
ROLLS-ROYCE TOTALCARE SERVICES LIMITED
|
|
Rolls-Royce plc
PO Box 31, Derby DE24 8BJ, England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 01332 249936
www.rolls-royce.com
|
(A)
|
The Parties entered into the Agreement.
|
(B)
|
The Parties wish to amend certain terms of the Agreement that relate to Hawaiian's sale and lease-back of spare Engines; such amended terms shall apply from the date of this Amendment 6.
|
(C)
|
This Amendment 6 sets out the provisions agreed by the Parties in relation to the above.
|
1.
|
INTERPRETATION
|
2.
|
REPRESENTATIONS AND WARRANTIES
|
2.1
|
General
|
(a)
|
it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;
|
(b)
|
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 6 and the transactions contemplated by it;
|
(c)
|
the entry into and performance by it of, and the transactions contemplated by, this Amendment 6 do not and will not conflict with:
|
(i)
|
any law applicable to it;
|
(ii)
|
its constitutional documents; or
|
(iii)
|
any agreement or instrument binding upon it or any of its assets;
|
(d)
|
the obligations expressed to be assumed by it in this Amendment 6 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors' rights);
|
(e)
|
its payment obligations under this Amendment 6 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.
|
2.2
|
Survival
|
3.1
|
The Definition of "Engine" in Clause 1 (Definitions) of the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.3
|
Clause 11 (Intellectual Property Rights) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 11.5:
|
3.4
|
Clause 12 (Grant of Warranties and Limitations of Liability) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 12.1:
|
3.5
|
Clause 14.4 (Assignment) of the Agreement is hereby amended by adding (a) "(other than a spare Engine that has become subject to a sale and lease-back arrangement between Hawaiian and a lessor)" immediately after the words "or an Engine" in the first line of the second paragraph of such Clause 14.4 and (b) the following language after the end of the last sentence of such second paragraph:
|
3.6
|
Clause 1.2 of Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.7
|
Exhibit E-1 Schedule 1 to the Agreement is hereby amended by deleting the last paragraph thereof in its entirety and replacing it with the following:
|
3.8
|
All references to "Leased Aircraft" in the second paragraph of Clause 1 and Clause 2.1 of Exhibit G are hereby deleted and replaced with "Leased Assets".
|
3.9
|
Clause 11.6 of Exhibit G to the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.10
|
It is the intent of Hawaiian and Rolls-Royce that Hawaiian's subjecting of any spare Engine to a sale and lease-back transaction between Hawaiian and a lessor will not modify Hawaiian's rights and obligations under the Agreement (or any other agreement entered into in connection therewith) with respect to such spare Engine and such spare Engine shall (except as provided in the provisions related to Leased Assets) continue to constitute an Engine for all purposes of the Agreement, entitled to the benefits thereof (including, without limitation, the Warranties, the Guarantees and TotalCare) and the terms of the Agreement (and each other agreement entered into in connection therewith) shall be read and interpreted in accordance with the foregoing.
|
4.
|
ASSIGNMENT
|
5.
|
GENERAL
|
6.
|
CONFIDENTIALITY
|
7.
|
INTEGRATION
|
8.
|
INCORPORATION BY REFERENCE
|
|
Rolls-Royce plc
PO Box 31,Derby DE24 8BJ,England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 01332 249936
www.rolls-royce.com
|
(A)
|
The Parties entered into the Agreement.
|
(B)
|
The Parties wish to amend certain terms of the Agreement in relation to changes in the Delivery Schedule of
[**]
.
|
(C)
|
The Parties have agreed to update the Exhibit A Aircraft Delivery Schedule to the Agreement.
|
(D)
|
This Amendment 7 sets out the provisions agreed by the Parties in relation to the
above.
|
1
|
INTERPRETATION
|
2
|
REPRESENTATIONS AND WARRANTIES
|
(a)
|
It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;
|
(c)
|
The entry into and performance by it of, and the transactions contemplated by, this Amendment 7 do not and will not conflict with:
|
(i)
|
any Law applicable to it;
|
(d)
|
The obligations expressed to be assumed by it in this Amendment 7 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy insolvency, reorganisation or other laws of general application affecting the enforcement of creditors' rights);
|
(e)
|
Its payment obligations under this Amendment 7 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by law applying to companies generally.
|
3
|
AMENDMENTS TO THE AGREEMENT
|
4
|
ASSIGNMENT
|
5
|
GENERAL
|
6
|
CONFIDENTIALITY
|
7
|
INTEGRATION
|
8
|
INCORPORATION BY REFERENCE
|
HAWAIIAN AIRLINES, INC.
|
ROLLS-ROYCE TOTAL CARE SERVICES LIMITED
|
|
Rolls-Royce plc
PO Box 31,Derby DE24 8BJ,England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 01332 249936
www.rollsroyce.com
|
(B)
|
The Parties wish to amend certain terms of the Agreement to harmonise with certain terms agreed in the General Terms Agreement for the Trent 7000 engines between Rolls-Royce and Hawaiian dated in December 2014 with reference DEG8572 (
“DEG 8572”
); such amended terms shall apply from the date of this Amendment 8.
|
(a)
|
it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;
|
(b)
|
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 8 and the transactions contemplated by it;
|
(c)
|
the entry into and performance by it of, and the transactions contemplated by, this Amendment 8 do not and will not conflict with:
|
(d)
|
the obligations expressed to be assumed by it in this Amendment 8 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);
|
(e)
|
its payment obligations under this Amendment 8
rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.
|
3.1
|
Clause 1.5 of Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.2
|
Clause 2.1 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
“2.1
|
Hawaiian shall throughout the Period of Cover for each Engine Flight Hour, pay the following Charges to Rolls-Royce for the provision of Covered Services. The Charges shall be paid in accordance with Clause 3.
|
(a)
|
at
[**]
levels;
|
(b)
|
subject to adjustment on the 1
st
January of each calendar year in accordance with the formula set out in Schedule 2 to this Exhibit G; and
|
(c)
|
[**]
|
3.3
|
Clause 2.4 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
“2.4
|
For all Additional Services undertaken, Rolls-Royce, the Overhaul Base or the Repair Vendor shall invoice Hawaiian, and Hawaiian shall pay, for such Additional Services at Rolls-Royce’s, the Overhaul Base’s or the Repair Vendor’s
[**]
for Parts, labor, sub-contract Repair, handling fees and test fees (including fuel and oil fees) as follows:
|
3.4
|
Clause 2.5 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.5
|
Clause 2.7 of Exhibit G of the Agreement is hereby added to the Agreement as follows:
|
3.6
|
Clause 11.4 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.7
|
Clause 11.5 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
3.8
|
The Parties agree that:
|
3.9
|
Schedule 2 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:
|
Signed for and on behalf of:
HAWAIIAN AIRLINES, INC.
|
Signed for and on behalf of:
ROLLS-ROYCE PLC
|
||
By:
|
/s/ Mark B. Dunkerley
|
By:
|
______________________________
|
Printed:
|
Mark B. Dunkerley
|
Printed:
|
______________________________
|
Title:
|
President and CEO
|
Title:
|
______________________________
|
|
Signed for and on behalf of:
ROLLS-ROYCE TOTALCARE SERVICES LIMITED
|
||
|
|
By:
|
______________________________
|
|
|
Printed:
|
______________________________
|
|
|
Title:
|
______________________________
|
0.
|
DEFINITIONS
|
1.
|
PROPULSION SYSTEM AVAILABILITY
|
2.
|
MISCELLANEOUS
|
2.1
|
The Parties hereby agree that the present Amendment No.1 shall enter into full force and effect from the date mentioned above.
|
2.2
|
Except as otherwise provided by the terms and conditions hereof, this Amendment No.1 contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.
|
2.3
|
In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.1, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.
|
2.4
|
This Amendment No.1 is subject to the confidentiality provisions set forth in Clause 22.11 of the Agreement.
|
2.5
|
The Parties agree that this Amendment No.1, upon execution hereof, shall constitute an integral and non-severable part of the Agreement and shall be governed by all of its provisions, as such provisions have been specifically amended pursuant to this Amendment No.1. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement shall continue to be in full force and effect.
|
2.6
|
This Amendment No.1 may be executed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
|
2.7
|
This Amendment No.1 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the State of New York, New York County, of the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, for the purposes of
|
0.
|
DEFINITIONS
|
1.
|
ESCALATION
|
2.
|
[**]
|
3.
|
EXHIBITS
|
4.
|
[**]
|
5.
|
MISCELLANEOUS
|
5.1
|
The Parties hereby agree that the present Amendment No.2 shall enter into full force and effect from the date mentioned above.
|
5.2
|
Except as otherwise provided by the terms and conditions hereof, this Amendment No.2 contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an
|
5.3
|
In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.2, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.
|
5.4
|
This Amendment No.2 is subject to the confidentiality provisions set forth in Clause 22.11 of the Agreement.
|
5.5
|
The Parties agree that this Amendment No.2, upon execution hereof, shall constitute an integral and non-severable part of the Agreement and shall be governed by all of its provisions, as such provisions have been specifically amended pursuant to this Amendment No.2. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement shall continue to be in full force and effect.
|
5.6
|
This Amendment No.2 may be executed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
|
5.7
|
This Amendment No.2 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the State of New York, New York County, of the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, for the purposes of any suit, action or other proceeding arising out of this Amendment No.2, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto.
|
Date:
|
____________________ Date: __________________
|
1
|
The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.
|
2
|
[**]
|
Section 1. DEFINITIONS
|
1
|
Section 1.01.
|
Defined Terms 1
|
Section 1.02.
|
Terms Generally. 52
|
Section 1.03.
|
Accounting Terms; GAAP. 52
|
Section 2. AMOUNT AND TERMS OF CREDIT
|
53
|
Section 2.01.
|
Commitments of the Lenders. 53
|
Section 2.02.
|
Letters of Credit. 54
|
Section 2.03.
|
Requests for Loans. 58
|
Section 2.04.
|
Funding of Loans. 59
|
Section 2.05.
|
Interest Elections. 60
|
Section 2.06.
|
Limitation on Eurodollar Tranches. 61
|
Section 2.07.
|
Interest on Loans. 61
|
Section 2.08.
|
Default Interest. 61
|
Section 2.09.
|
Alternate Rate of Interest. 62
|
Section 2.10.
|
Repayment of Loans; Evidence of Debt. 62
|
Section 2.11.
|
Optional Termination or Reduction of Revolving Commitments. 63
|
Section 2.12.
|
Mandatory Prepayment of Loans; Commitment Termination; Change of Control Offer. 63
|
Section 2.13.
|
Optional Prepayment of Loans. 66
|
Section 2.14.
|
Increased Costs. 67
|
Section 2.15.
|
Break Funding Payments. 69
|
Section 2.16.
|
Taxes. 70
|
Section 2.17.
|
Payments Generally; Pro Rata Treatment. 73
|
Section 2.18.
|
Mitigation Obligations; Replacement of Lenders. 74
|
Section 2.19.
|
Certain Fees. 75
|
Section 2.20.
|
Commitment Fee and Upfront Fee. 75
|
Section 2.21.
|
Letter of Credit Fees. 75
|
Section 2.22.
|
Nature of Fees. 76
|
Section 2.23.
|
Right of Set-Off. 76
|
Section 2.24.
|
Security Interest in Letter of Credit Account. 76
|
Section 2.25.
|
Payment of Obligations. 77
|
Section 2.26.
|
Defaulting Lenders. 77
|
Section 2.27.
|
Increase in Commitment. 79
|
Section 2.28.
|
Extension of the Revolving Facility. 80
|
Section 2.29.
|
Illegality Event. 83
|
Section 3. REPRESENTATIONS AND WARRANTIES
|
83
|
Section 3.01.
|
Organization and Authority. 83
|
Section 3.02.
|
Air Carrier Status. 84
|
Section 3.03.
|
Due Execution. 84
|
Section 3.04.
|
Statements Made. 84
|
Section 3.05.
|
Financial Statements; Material Adverse Change. 85
|
Section 3.06.
|
Ownership of Subsidiaries. 85
|
Section 3.07.
|
Liens. 85
|
Section 3.08.
|
Use of Proceeds. 85
|
Section 3.09.
|
Litigation and Compliance with Laws. 85
|
Section 3.10.
|
[Intentionally Omitted]. 86
|
Section 3.11.
|
Margin Regulations; Investment Company Act. 86
|
Section 3.12.
|
Ownership of Collateral. 86
|
Section 3.13.
|
Perfected Security Interests. 86
|
Section 3.14.
|
Payment of Taxes. 87
|
Section 3.15.
|
Anti-Corruption Laws and Sanctions. 87
|
Section 4. CONDITIONS OF LENDING
|
87
|
Section 4.01.
|
Conditions Precedent to Closing. 87
|
Section 4.02.
|
Conditions Precedent to Each Loan and Each Letter of Credit. 89
|
Section 5. AFFIRMATIVE COVENANTS
|
90
|
Section 5.01.
|
Financial Statements, Reports, etc. 90
|
Section 5.02.
|
Taxes. 93
|
Section 5.03.
|
Stay, Extension and Usury Laws. 93
|
Section 5.04.
|
Corporate Existence. 93
|
Section 5.05.
|
Compliance with Laws. 93
|
Section 5.06.
|
Designation of Restricted and Unrestricted Subsidiaries. 94
|
Section 5.07.
|
Delivery of Appraisals; Field Audits. (a) The Borrower shall: 94
|
Section 5.08.
|
[Intentionally Omitted] 96
|
Section 5.09.
|
Citizenship; Collateral Requirements. The Borrower will: 96
|
Section 5.10.
|
Collateral Ownership. 96
|
Section 5.11.
|
Insurance. The Borrower shall: 96
|
Section 5.12.
|
Additional Guarantors; Grantors; Collateral. 97
|
Section 5.13.
|
Access to Books and Records. 98
|
Section 5.14.
|
Further Assurances. 99
|
Section 6. NEGATIVE COVENANTS
|
99
|
Section 6.01.
|
Restricted Payments. 99
|
Section 6.02.
|
Restrictions on Ability of Restricted Subsidiaries to Pay Dividends
|
Section 6.03.
|
Incurrence of Indebtedness and Issuance of Preferred Stock. 107
|
Section 6.04.
|
Disposition of Collateral. 113
|
Section 6.05.
|
Transactions with Affiliates. 113
|
Section 6.06.
|
Liens. 115
|
Section 6.07.
|
Business Activities. 115
|
Section 6.08.
|
Liquidity. 115
|
Section 6.09.
|
Collateral Coverage Ratio. 115
|
Section 6.10.
|
Merger, Consolidation, or Sale of Assets. 117
|
Section 6.11.
|
Use of Proceeds. 118
|
Section 7. EVENTS OF DEFAULT
|
118
|
Section 7.01.
|
Events of Default. 118
|
Section 8. THE AGENTS
|
121
|
Section 8.01.
|
Administration by Agents. 121
|
Section 8.02.
|
Rights of Administrative Agent. 122
|
Section 8.03.
|
Liability of Agents. 122
|
Section 8.04.
|
Reimbursement and Indemnification. 123
|
Section 8.05.
|
Successor Agents. 124
|
Section 8.06.
|
Independent Lenders. 124
|
Section 8.07.
|
Advances and Payments. 125
|
Section 8.08.
|
Sharing of Setoffs. 125
|
Section 8.09.
|
Withholding Taxes. 126
|
Section 8.10.
|
Appointment by Secured Parties. 126
|
Section 9. GUARANTY
|
126
|
Section 9.01.
|
Guaranty. 126
|
Section 9.02.
|
No Impairment of Guaranty. 127
|
Section 9.03.
|
Continuation and Reinstatement, etc. 128
|
Section 9.04.
|
Subrogation. 128
|
Section 9.05.
|
Discharge of Guaranty. 128
|
Section 10. MISCELLANEOUS
|
129
|
Section 10.01.
|
Notices. 129
|
Section 10.02.
|
Successors and Assigns. 130
|
Section 10.03.
|
Confidentiality. 134
|
Section 10.04.
|
Expenses; Indemnity; Damage Waiver. 135
|
Section 10.05.
|
Governing Law; Jurisdiction; Consent to Service of Process. 137
|
Section 10.06.
|
No Waiver. 138
|
Section 10.07.
|
Extension of Maturity. 138
|
Section 10.08.
|
Amendments, etc. 138
|
Section 10.09.
|
Severability. 140
|
Section 10.10.
|
Headings. 140
|
Section 10.11.
|
Survival. 140
|
Section 10.12.
|
Execution in Counterparts; Integration; Effectiveness. 141
|
Section 10.13.
|
USA Patriot Act. 141
|
Section 10.14.
|
New Value. 141
|
Section 10.15.
|
WAIVER OF JURY TRIAL. 141
|
Section 10.16.
|
No Fiduciary Duty. 141
|
Section 10.17.
|
Intercreditor Agreements. 142
|
Section 10.18.
|
Registrations with International Registry. 142
|
Revolving Lender
|
Revolving Commitment
|
Citibank, N.A.
|
$65,000,000
|
Bank of Hawaii
|
$15,000,000
|
Goldman Sachs Bank USA
|
$35,000,000
|
Morgan Stanley Senior Funding, Inc.
|
$35,000,000
|
Natixis, New York Branch
|
$25,000,000
|
|
|
TOTAL:
|
$175,000,000
|
Jurisdiction of Incorporation
|
Ownership (directly or indirectly)
|
|
|
|
|
Hawaiian Airlines, Inc.
|
Delaware
|
100%
|
Hawaiian Gifts, LLC
|
Arizona
|
100%
|
Airline Contract Maintenance and Equipment, Inc.
|
Delaware
|
100%
|
|
Contract Reference - DEG 8572
|
1
of 63
|
|
Contract Reference - DEG 8572
|
2
of 63
|
1
|
Rolls-Royce plc.
a company incorporated in England and Wales (company number 1003142) whose registered office is at 62 Buckingham Gate, London, SW1E 6AT; and
|
2
|
Hawaiian Airlines, Inc
.
whose principal place of business is at 3375 Koapaka Street, Suite G350, Honolulu, Hawaii 96819, USA (
“Hawaiian”
)
|
A.
|
Hawaiian has entered into an agreement with Airframer for the purchase of new Rolls-Royce powered Firm Aircraft and the option for Option Aircraft and Purchase Right Aircraft,
|
B.
|
Hawaiian may enter into lease agreements for Leased Aircraft, and
|
C.
|
Hawaiian and Rolls-Royce wish to enter into this Agreement for the sale by Rolls-Royce, and the purchase by Hawaiian from Rolls-Royce, of Products and Services.
|
|
Contract Reference - DEG 8572
|
3
of 63
|
|
Contract Reference - DEG 8572
|
4
of 63
|
|
Contract Reference - DEG 8572
|
5
of 63
|
|
Contract Reference - DEG 8572
|
6
of 63
|
|
Contract Reference - DEG 8572
|
7
of 63
|
|
Contract Reference - DEG 8572
|
8
of 63
|
|
Contract Reference - DEG 8572
|
9
of 63
|
|
Contract Reference - DEG 8572
|
10
of 63
|
2.1
|
Rolls-Royce agrees to sell to Hawaiian and Hawaiian agrees to purchase Products and Services from Rolls-Royce in accordance with the terms and conditions contained in this Agreement. The general terms and conditions on or attached to, or otherwise forming part of any purchase order, quotation, acknowledgment, invoice or other document issued by either Party shall be of no force or effect except as expressly provided hereunder.
|
2.2
|
The Exhibits to this Agreement set forth the terms and conditions that apply to specific Products and Services, in addition to the General Terms.
|
2.3
|
The General Terms and the Exhibits together constitute the terms and conditions of this Agreement.
|
3.1
|
Rolls-Royce agrees to sell and deliver to Hawaiian and Hawaiian agrees to buy and take delivery of:
|
(i)
|
the two firm spare Engines as set out in Schedule 1 to Exhibit E-1 of this Agreement; and
|
(ii)
|
any option spare Engines that are confirmed by Hawaiian [**]
|
|
Contract Reference - DEG 8572
|
11
of 63
|
3.2
|
Subject to Clause 3.1 above, Products and Services purchased under the terms of this Agreement shall be ordered by means of purchase orders issued by Hawaiian in an agreed format consistent with the requirements of ATA Specifications. In the case of the purchase of Services under TotalCare (with the exception of purchase orders for Additional Services as outlined in Clause 1.2 of Exhibit G Schedule 1(1)), signature of this Agreement shall constitute Hawaiian’s purchase order for the Services and Rolls-Royce TotalCare Services Limited’s acknowledgement of its acceptance of that order.
|
3.3
|
The terms and conditions in this Agreement apply to all purchase orders to the extent applicable to the Product or Service requested. [**]
|
3.4
|
Subject to Clauses 3.1 and 3.2 above, Rolls-Royce shall provide written or electronic acknowledgment of its acceptance of purchase orders. [**]
|
3.5
|
Hawaiian hereby confirms to Rolls-Royce that it has entered into an Aircraft Purchase Agreement.
|
4.1
|
Rolls-Royce shall deliver new spare Engines [**] (Incoterms 2010), [**].
|
4.2
|
Rolls-Royce shall deliver initial provisioning of Parts [**] (Incoterms 2010), [**].
|
4.3
|
Shipping documents, invoices, packaging and marking of packaging for Products and Services shall be in accordance with ATA Specifications.
|
6.1
|
Except as expressly stated in this Agreement, immediately following, or concurrent with the supply of Products and Services, Rolls-Royce shall submit an invoice to Hawaiian stating amounts due. Unless otherwise specified in this Agreement, [**].
|
6.2
|
Without prejudice to Rolls-Royce’s other rights and remedies, Rolls-Royce shall be entitled to recover a late payment amount calculated at a rate [**]:
|
|
Contract Reference - DEG 8572
|
12
of 63
|
6.3
|
Unless otherwise stated and except as provided in Clause 6.4 below, all payments by Hawaiian under this Agreement shall be made without any abatement, withholding, deduction, counterclaim or set off, by wire transfer to Rolls-Royce’s account as follows:
|
6.4
|
Rolls-Royce shall periodically issue a statement of account to Hawaiian detailing any Rolls-Royce issued credit notes available to Hawaiian that may be offset against pending invoices. If Hawaiian wishes to use any Rolls-Royce issued credit note to pay or partially pay amounts owing to Rolls-Royce, Hawaiian shall at the time of payment, notify Rolls-Royce which credit note it wishes to use and state the invoice number against which such credit note should be applied.
|
7.1
|
[**]
|
7.2
|
[**]
|
7.3
|
Hawaiian shall pay and bear all other taxes, assessments, duties, levies or charges, including any associated interest and penalties, not assumed by Rolls-Royce under Clause 7.2, except for any taxes payable in any jurisdiction by Rolls-Royce on its net income, profits or gains.
|
7.4
|
[**]
|
7.5
|
Both Parties agree to co-operate to eliminate or reduce any applicable taxes, duties, interests, penalties or similar charges which may be payable by either Party, including, where applicable,
|
|
Contract Reference - DEG 8572
|
13
of 63
|
7.6
|
[**]
|
8.1
|
If Rolls-Royce is hindered or prevented from delivering Products within the agreed delivery schedule (as such time may be extended pursuant to the other provisions of this Agreement) due to Excusable Delay, then the provisions of Clauses 8.2.and 8.3 below shall apply.
|
8.2
|
Upon the occurrence of an Excusable Delay:
|
8.2.1
|
Rolls-Royce shall notify Hawaiian of such Excusable Delay [**];
|
8.2.2
|
Rolls-Royce shall make [**]
reduce [**]
any delay;
|
8.2.3
|
except as provided in Clauses 8.2.4, 8.3 or 8.4 below, the time for delivery shall be extended [**];
|
8.2.4
|
with respect to an Excusable Delay affecting any Products, Rolls-Royce shall notify Hawaiian of the revised delivery schedule of the applicable Products;
|
8.2.5
|
[**]
after the removal of the cause of such Excusable Delay Rolls-Royce shall resume performance of its obligations under this Agreement; and
|
8.2.6
|
Rolls-Royce and Hawaiian agree that:
|
8.3
|
If the delivery of any Product is delayed as a result of one or more Excusable Delays for a period of more than [**].
|
8.4
|
[**]
|
8.5
|
[**]
|
8.6
|
[**]
delivery of any Product beyond the agreed delivery or performance schedule for any reason which is not an Excusable Delay, then:
|
8.6.1
|
Rolls-Royce shall notify Hawaiian of such cause or event [**]
after becoming aware of the same; and
|
8.6.2
|
Rolls-Royce shall [**] reduce the effect of any delay.
|
|
Contract Reference - DEG 8572
|
14
of 63
|
8.7
|
If Rolls-Royce delays delivery of any Product beyond the agreed delivery schedule for any reason that is not an Excusable Delay, then:
|
8.8
|
[**]
|
8.9
|
[**]
then Rolls-Royce shall be entitled to reschedule delivery of the affected Product, including any spare Engines provided that with respect to the spare Engines, the deadline for Hawaiian acquiring such Engines in compliance with Exhibit E-1[**].
|
8.10
|
[**].
|
9.1
|
Either Party shall, without prejudice to any other rights and remedies, have the right, exercisable on giving written notice to the other, to terminate this Agreement if such other Party ceases doing business as a going concern or commences or has commenced against it any dissolution or liquidation proceeding, attempts or suffers a rearrangement or adjustment of any substantial portion of its debts, is insolvent, has a trustee, receiver, custodian or conservator appointed for it or, for all or substantially all of its assets, makes an assignment for the benefit of creditors, is generally not paying or admits in writing its inability to pay its debts as they become due or commences or has commenced against it, or suffers, approves, acquiesces in or consents to any bankruptcy proceeding seeking relief by way of reorganisation, arrangement, adjustment, winding-up or composition under any present or future statute, law or regulation or shall take, or publicly announce its intention to take, corporate action in furtherance of any of the foregoing.
|
9.2
|
Termination under Clause 9.1 shall be effected by the Party entitled to terminate issuing notice of termination in writing to the other Party and such notice shall be effective 24 (twenty-four) hours after it is issued.
|
9.3
|
If Rolls-Royce terminates this Agreement in accordance with the provisions of Clause 9.1, Hawaiian shall promptly pay Rolls-Royce any amounts then due or owed for Products ordered and delivered at the time of termination and Rolls-Royce shall also be entitled to retain any other amounts previously paid
[**].
|
9.4
|
[**]
and such breach continues for a period [**]
following written notification [**]
of such breach, provided, however, that if the breach cannot by its nature be cured within the [**]
period or cannot after diligent attempts by the breaching party be cured within such [**] period, and such breach is capable of cure within a reasonable time, then the breaching party shall have an additional reasonable period [**]
Rolls-Royce may exercise any one or more of the following rights:
|
9.4.1
|
[**] perform any further Servicesuntil such breach is cured or Rolls-Royce has elected to terminate this Agreement in accordance with Clause 9.4;
|
9.4.2
|
[**];
|
|
Contract Reference - DEG 8572
|
15
of 63
|
9.4.3
|
treat all invoiced amounts as immediately due and payable;
|
9.4.4
|
[**];
|
9.4.5
|
If any monies due to Rolls-Royce under this Agreement remain due and unpaid for more than [**]
and Rolls-Royce has exercised any of its rights under Clause 9.4.4, Rolls-Royce may make [**] and, to the extent permitted by applicable law, at any time after such period of [**] and [**];
|
9.4.6
|
retake possession of any Products owned by Rolls-Royce or in which Rolls-Royce retains an interest and held by Hawaiian; and
|
9.4.7
|
[**]
.
|
9.5
|
[**]
|
9.6
|
[**].
|
9.7
|
[**].
|
10.1
|
Subject to Clauses 10.4 and 14.12 below, each Party (which for this purpose shall include such Party’s employees, legal counsel and consultants engaged in connection with this Agreement) agrees [**] to hold in confidence any Information (including this Agreement and any of its terms) that it acquires directly or indirectly from the other Party or any of such Party’s affiliates and agrees:
|
10.1.1
|
to protect the Information with at least the same degree of care as it uses to protect its own Information;
|
10.1.2
|
not to use the Information otherwise than for the purposes of this Agreement;
|
10.1.3
|
not to disclose the Information at any time or the Information to any third person without the written approval of the other Party;
|
10.1.4
|
not to copy or to reduce the Information to writing or store whether in a machine readable form or otherwise except as may be reasonably required for the purposes of this Agreement; and
|
10.1.5
|
not to remove; alter or deface any proprietary or confidential designation denoted on the Information.
|
10.2
|
The provisions of Clause 10.1 above shall not apply to Information which is or becomes generally known in the aero engine industry, known by the receiving Party at time of receipt, received from a third party who is without an obligation of nondisclosure, or required to be produced by a legitimate legal authority, nor shall the provisions of Clause 10.1 above prevent any necessary disclosure of
|
|
Contract Reference - DEG 8572
|
16
of 63
|
10.3
|
Each Party shall be responsible for the observance of the provisions of Clause 10.1 above by its employees or any other third parties to whom Information is disclosed in accordance with this Clause.
|
10.4
|
This Clause 10 shall not be construed as granting expressly or impliedly any rights in respect of any patent, copyright or other industrial property right in force and belonging to the disclosing Party except to the extent necessary for the purposes of this Agreement.
|
10.5
|
This Clause 10 shall be deemed a material obligation for the purpose of this Agreement.
|
10.6
|
Without prejudice to any other rights of the disclosing Party the Parties agree that damages may not be an adequate remedy for any use or disclosure of Information by the recipient Party in breach of this Agreement and that any Party may seek an injunction, specific performance or other equitable relief for any actual or threatened breach of this Agreement in any court of competent jurisdiction.
|
10.7
|
Notwithstanding Clause 10.1 above, both Parties shall be entitled to disclose this Agreement and financial information concerning business between Rolls-Royce and Hawaiian to appointed auditors, legal advisors, insurers and accountants [**]. [**].
|
11.1
|
The sole liabilities of Rolls-Royce in respect of any claims for infringement of intellectual property rights are set forth in Clauses 11.1, 11.2, and 11.3 hereof. Rolls-Royce shall defend and indemnify Hawaiian, as well as its officers, directors, agents, employees, and independent contractors, from and against any and all claims, demands, actions, causes of action, lawsuits, damages, costs and expenses, including reasonable attorney’s fees, expert’s fees, and other legal costs resulting from any infringement or claim of infringement of any intellectual property right, [**].
|
11.2
|
Hawaiian will give immediate notice in writing to Rolls-Royce of any claim under Clause 11.1, whereupon Rolls-Royce shall elect to either assume, defend, settle, or otherwise dispose of such claim, at the expense [**].
|
11.3
|
If any Product or Service is subject to any claim under Clause 11.1, Rolls-Royce [**] shall at its expense either substitute [**], or modify the Product or Service [**].
|
11.4.1
|
A Product or Service designed to meet a unique specification of Hawaiian; or
|
11.4.2
|
a Product or Service not designed by Rolls-Royce (but Rolls-Royce shall in the event of any claim assign to Hawaiian, so far as it has the right to do so, the benefits of any indemnity given to Rolls-Royce by the designer, manufacturer or supplier of such Products and Services) [**]; or
|
|
Contract Reference - DEG 8572
|
17
of 63
|
11.4.3
|
a product or service derived by Hawaiian by combining a Product and Service with something not provided by Rolls-Royce [**].
|
11.5
|
[**].
|
12
|
Grant of Warranties and Limitation of Liability
|
12.1
|
Rolls-Royce grants to Hawaiian the Warranties and Guarantees. These Warranties and Guarantees are personal to Hawaiian and the obligations of Rolls-Royce under the Warranties and Guarantees shall only apply insofar as Hawaiian or a Permitted Assignee has possession of and operates the Products and receives the Services. The Parties also agree that the Warranties (excluding the Guarantees) shall apply to any equipment which falls into the categories of the Warranties and which is manufactured, supplied or inspected by Rolls-Royce howsoever and whenever acquired by Hawaiian from whatever source
.
|
12.2
|
Limitation of Remedies
|
12.3
|
Limitation of Liability
|
|
Contract Reference - DEG 8572
|
18
of 63
|
12.3.2
|
In no event shall the liability of Rolls-Royce or Rolls-Royce’s suppliers arising under this Agreement [**].
|
12.4
|
[**]
|
14.1
|
Effective Date and Expiration
|
14.2
|
Survival
|
14.3
|
Notices
|
|
Contract Reference - DEG 8572
|
19
of 63
|
14.4
|
Assignment
|
14.5
|
Amendment
|
14.6
|
Headings
|
14.7
|
Waiver
|
|
Contract Reference - DEG 8572
|
20
of 63
|
14.8
|
Severability
|
14.8.1
|
so far as it is illegal, invalid or unenforceable, it shall be given no effect and shall be deemed not to be included in the Agreement, it shall not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of the Agreement, or of that or any provisions of this Agreement in any other jurisdiction; and
|
14.8.2
|
the Parties shall use all reasonable efforts to replace it with the valid and enforceable substitute provisions satisfactory to any Government or other relevant regulatory authority but differing from the replaced provision as little as possible and the effect of which is as close to the intended effect of the illegal, invalid or unenforceable provision.
|
14.9
|
Law and Jurisdiction
|
14.9.1
|
Clause headings and the index are for convenience only and do not form a part of this Agreement nor govern or affect the interpretation of the Agreement.
|
14.9.2
|
The official text of this Agreement is the English language. If this Agreement is translated into another language for the convenience of Hawaiian or its personnel, the English text shall govern any question with respect to interpretation.
|
14.9.3
|
This Agreement shall be subject to and interpreted and construed in accordance with the laws of the State of New York excluding its conflict of law rules and excluding the United Nations Convention for the International Sale of Goods (CISG, 1980, “Vienna Convention”).
|
14.9.4
|
WHERE SUBMISSION TO A COURT OF A CLAIM OR OTHER ENFORCEMENT ACTION IS PERMITTED UNDER THIS aGREEMENT, Each Party irrevocably consents to the EXCLUSIVE jurisdiction of the United States District Court for the Southern District of New York and the supreme court of the state of New York located in New York county, New York, in any suit, action or proceeding brought by either Party under this agreement and any matter related thereto.
|
14.9.8
|
[**].
|
14.9.9
|
Arbitration provided for herein does not limit the right of any Party at any time prior to the constitution of the Arbitral Tribunal to seek interim measures of protection in the United States Federal or New York State courts seated in New York State, USA. The Parties agree that only the United States Federal or New York State Courts seated in New York State, USA are the appropriate forum for such interim measures of protection. Such preservation of rights shall not be construed as a waiver or limitation of the Parties’ consent to arbitration as provided for herein.
|
14.9.10
|
[**].
|
|
Contract Reference - DEG 8572
|
21
of 63
|
14.9.11
|
[**].
|
14.10
|
Sole Agreement
|
14.10.1
|
This Agreement contains the only provisions governing the sale and purchase of Products and Services and such provisions shall apply to the exclusion of any other provisions on or attached to or otherwise forming part of any purchase order of Hawaiian or any acknowledgement or acceptance by Rolls-Royce or of any other document which may be issued by either Party relating to the sale and purchase of Products and Services.
|
14.10.2
|
Each Party agrees that it has not placed any reliance whatsoever on any representations, agreements, statements or understandings made prior to the signature of this Agreement, whether orally or in writing, relating to the Products or Services other than those expressly incorporated in this Agreement which has been negotiated on the basis that its provisions represent the Parties’ entire agreement relating to the Products or Services and shall supersede all such representations, agreements, statements and understandings. Each Party further agrees that it shall not place any reliance on any and all future representations whatsoever in respect of the performance of this Agreement unless such representations are expressly agreed by the Parties in writing to form a part of this Agreement. For the avoidance of doubt, it is not the intention of this Clause to exclude the liability of either Party for fraudulent misrepresentations.
|
14.11
|
Relationship of Parties
|
14.12
|
Publicity
|
|
Contract Reference - DEG 8572
|
22
of 63
|
14.13
|
Counterparts
|
14.14
|
Certain Representations of the Parties
|
14.14.1
|
Hawaiian’s Representations.
|
(a)
|
Hawaiian is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;
|
(b)
|
neither the execution and delivery by Hawaiian of this Agreement, nor the consummation of any of the transactions by Hawaiian contemplated hereby, nor the performance by Hawaiian of the obligations hereunder, constitutes a breach of any agreement to which Hawaiian is a party or by which its assets are bound; and
|
(c)
|
this Agreement has been duly authorized, executed and delivered by Hawaiian and constitutes the legal, valid and binding obligation of Hawaiian enforceable against Hawaiian in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally and (b) equitable principles whether applied in an action at law or a proceeding in equity.
|
14.14.2
|
Rolls-Royce’s Representations.
|
(a)
|
Rolls-Royce is organized and existing in good standing under the laws of England and Wales and has the corporate power and authority to enter into and perform its obligations under this Agreement;
|
(b)
|
neither the execution and delivery by Rolls-Royce of this Agreement, nor the consummation of any of the transactions by Rolls-Royce contemplated hereby, nor the performance by Rolls-Royce of the obligations hereunder, constitutes a breach of any agreement to which Rolls-Royce is a party or by which its assets are bound;
|
(c)
|
this Agreement has been duly authorized, executed and delivered by Rolls-Royce and constitutes the legal, valid and binding obligation of Rolls-Royce enforceable against Rolls-Royce in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally and (b) equitable principles whether applied in an action at law or a proceeding in equity; and
|
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|
(d)
|
it is unaware of any claim of patent, trade secret, or copyright infringement that has been asserted in connection with any of the Products or Services, or any part or software installed therein, nor any reason to suspect that any such claim might be asserted, which, if resulting in an injunction, could reasonably be expected to materially interfere with Hawaiian’s use of the Products, or Services or associated parts, or software.
|
14.15
|
Anti-Corruption/Anti-Bribery
|
(a)
|
authorised, offered, promised, paid or otherwise given anything of value or any financial or other advantage to or for the use or benefit of:
|
(i)
|
any Government official; or
|
(ii)
|
any director, officer, employee, agent or representative of any commercial organisation or private individual; or
|
(iii)
|
any other person, entity or third party intermediary while knowing or having reason to know that all or any portion of such payment, thing of value or advantage would be offered, promised, paid or given to any of the persons described in sub-paragraphs (i) to (ii) above,
|
(b)
|
engaged in any other conduct which would constitute an offence under the ABC Legislation.
|
14.16
|
Termination of the Trent XWB General Terms Agreement
|
15
|
Export/Import Shipment and Government Authorisation
|
15.1
|
Rolls-Royce shall be responsible for obtaining any required export licenses relating to any Product or Service. Where an export license is required, supply shall not take place unless and until any required export license is granted. [**].
|
15.2
|
Except as otherwise expressly provided in this Agreement, Hawaiian shall be responsible for obtaining any other required authorisation, including but not limited to any import licenses and exchange permits.
|
|
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|
15.3
|
Rolls-Royce and Hawaiian shall provide each other with reasonable assistance in obtaining and complying with any authorisations that may be required.
|
16
|
Conflict
|
|
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of 63
|
Signed for and on behalf of:
HAWAIIAN AIRLINES, INC.
|
Signed for and on behalf of:
ROLLS-ROYCE PLC
|
||
By:
|
/s/Mark B. Dunkerley
|
By:
|
______________________________
|
Printed:
|
Mark B. Dunkerley
|
Printed:
|
______________________________
|
Title:
|
President and CEO
|
Title:
|
______________________________
|
|
Signed for and on behalf of:
ROLLS-ROYCE TOTALCARE SERVICES LIMITED
|
||
|
|
By:
|
______________________________
|
|
|
Printed:
|
______________________________
|
|
|
Title:
|
______________________________
|
|
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|
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|
A
|
AIRCRAFT DELIVERY SCHEDULE
|
B
|
Operating Assumptions
|
C
|
WARRANTIES
|
D
|
Customer SERVICES
|
E-1
|
FLEET Provisioning Support - SPARE ENGINE TERMS
|
Schedule 1
|
Delivery Schedule and Base Price
|
Schedule 2
|
Engine Base Price Escalation Formula
|
E-2
|
FLEET PROVISIONING SUPPORT - SPARE PARTS TERMS
|
f
|
[**]
|
G
|
TOTALCARE
|
Schedule 1
|
Covered Services
|
Schedule 4
|
Operating Report
|
Schedule 5
|
Line Replaceable Units (LRUs)
|
Schedule 6
|
Program Management and Support
|
H
|
TRENT 7000 MANUALS
|
|
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|
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|
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29
of 63
|
Exhibit C
|
Warranties
|
|
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of 63
|
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|
2.1.1
|
managing emergency requirements;
|
2.1.2
|
managing plans to incorporate Products into Hawaiian’s operations;
|
2.1.3
|
agreeing on shop visit forecasts with Hawaiian and providing Hawaiian with information regarding specific service items related to Product performance;
|
2.1.4
|
providing technical and operational direction and field support recommendations to Hawaiian;
|
2.1.5
|
assisting Hawaiian with the interpretation of Manuals; and
|
2.1.6
|
assisting with the analysis and preparation of performance data to be used in establishing operating practices and policies for Hawaiian’s operation of the Products; and
|
2.1.7
|
making scheduled visits to Hawaiian for the purposes of liaison.
|
|
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|
2.2.1
|
Rolls-Royce shall make available the services of a Customer Service Representative at Hawaiian’s facilities at Honolulu, HI [**] or for an alternative period as mutually agreed to by the Parties. [**]:
|
2.2.1.1
|
Local technical support to assist in the resolution of technical problems;
|
2.2.1.2
|
Training in the operation and maintenance of Engines;
|
2.2.1.3
|
Advice regarding the borescoping and life management of installed Engines; and
|
2.2.1.4
|
Notification to Rolls-Royce of all aspects of in-service issues affecting Hawaiian’s operation of the Engine.
|
2.2.2
|
Hawaiian shall make available to Rolls-Royce’s representative, [**]:
|
2.3.1
|
Commencing on signature of this Agreement, Rolls-Royce shall provide Engine Manuals and other technical publications as appropriate, [**]
to enable the operation and maintenance of the Engines in accordance with Rolls-Royce’s operating instructions.
|
2.3.2
|
Engine Manuals shall be supplied in English in accordance with ATA Specifications and any translation or interpretation into another language that may be required by Hawaiian is the responsibility of Hawaiian.
|
2.3.3
|
[**].
|
2.3.4
|
[**].
|
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|
2.4.1
|
[**].
|
2.4.2
|
Rolls-Royce provides training courses in the operation and maintenance of Engines at the following locations: (a) the Rolls-Royce Training Center in Indianapolis, Indiana, USA; (b) Rolls-Royce’s training facilities in Derby, England UK; or (c) the Rolls-Royce/CASC training centre in Tianjin, China in accordance with a schedule published by Rolls-Royce.
|
2.4.3
|
Rolls-Royce’s training for the Engine comprises levels I through levels IV in accordance with the ATA Specifications and details as published by Rolls-Royce from time to time.
|
2.4.5
|
Should Hawaiian request training classes be provided at its own facilities, such training shall be subject to availability [**].
|
2.4.6
|
[**].
|
2.5
|
General Planning
|
2.5.1
|
Initial Provisioning;
|
2.5.2
|
Training; and
|
2.5.3
|
Entry into service planning.
|
|
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|
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|
1
|
INTENT
|
2
|
TYPE APPROVAL/CHANGE
|
2.1
|
The Specification, which forms Exhibit I, has been drawn up to meet the official interpretations of the Airworthiness Authority requirements in place at the date of this Agreement.
|
2.2
|
All spare Engines shall, at the time of delivery, conform to the Specification and a type certificate issued by the FAA.
|
2.3
|
[**].
|
2.4
|
If, after the date of signature of this Agreement, a change is required to the spare Engines, either:
|
2.4.1
|
to conform to the official interpretations of FAA requirements [**]; or
|
2.4.2
|
to incorporate a modification or change that has been requested by Hawaiian and accepted by Rolls-Royce;
|
3
|
Inspection and Acceptance
|
4
|
Price and Payment
|
4.1
|
The base price and description of supply of spare Engines is set out in Schedule 1 to this Exhibit E-1. The purchase price of spare Engines shall be the base price escalated in accordance with the formula specified in Schedule 2 to this Exhibit E-1.
|
4.2
|
Hawaiian has made or shall make payments in United States Dollars as follows:-
|
|
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of 63
|
4.3
|
The Deposit Payments Price for each spare Engine specified [**] of this Exhibit E-1 shall be calculated in accordance with the following formula:
|
4.4
|
[**].
|
|
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|
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of 63
|
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|
38
of 63
|
1
|
INTENT AND TERM
|
1.1
|
Except as otherwise agreed in this Agreement Hawaiian shall buy from Rolls-Royce all of its requirements for Parts ([**]
|
1.2
|
Except as otherwise agreed in this Agreement Hawaiian shall purchase any Tooling from Vendor. Lead times for Tooling shall be quoted by Vendor on an as-required basis.
|
1.3
|
Rolls-Royce and Hawaiian shall comply with the ATA Specifications with regard to supply of Parts except as otherwise agreed in this Agreement.
|
1.4
|
Hawaiian shall provide any information reasonably required to become established on the Rolls-Royce on-line spares management system.
|
1.5
|
[**].
|
2
|
PROVISIONING
|
2.1
|
Hawaiian shall purchase and maintain an adequate stock of Parts and Tooling to support its operation of the Engines. [**].
|
2.2
|
[**].
|
3
|
FORECASTING
|
3.1
|
Rolls-Royce shall assist Hawaiian in the production of forecasts, based upon the Hawaiian EMP, specifying projected requirements for Parts and Tooling to cover a minimum of the following 12 month period. Hawaiian shall give Rolls-Royce as much notice as possible of any change in such requirements.
|
3.2
|
Hawaiian and Rolls-Royce shall [**] agree on an Engine shop visit forecast covering scheduled Repair at an Overhaul Base and [**] unscheduled Repair at an Overhaul Base. Such forecast shall, as a minimum, detail monthly shop visits for a period of [**] and [**] shop visits for a further [**]
period and such forecast shall be updated [**].
|
3.3
|
[**]
|
4
|
ORDERING PROCEDURE
|
|
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|
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of 63
|
5
|
ORDER CANCELLATION
|
6
|
LEAD TIMES
|
6.1
|
Parts shall be scheduled to be delivered in accordance with the lead time specified by Rolls-Royce in the published parts catalog except for Parts required for provisioning in accordance with Clause 2 above.
|
6.2
|
Where Hawaiian has an urgent requirement for a Part Rolls-Royce shall endeavor to deliver such Part within the time limits specified by Hawaiian and it shall be Rolls-Royce’s objective to advise Hawaiian of Rolls-Royce’s proposed action in response to such orders as follows:
|
7
|
MODIFICATIONS TO PARTS
|
7.1
|
Rolls-Royce shall be entitled to substitute modified Parts in place of Parts ordered by Hawaiian, [**] and shall notify Hawaiian of such substitution prior to delivery.
|
7.2
|
Modified Parts shall be supplied unless the modifications stated in the Service Bulletins are non-mandatory and Hawaiian states in writing to Rolls-Royce, [**] of the issue of the relevant Service Bulletin, that the modification is not required, in which case, Hawaiian shall be entitled to receive pre-modified Parts on terms to be agreed.
|
8
|
CONFORMANCE
|
9
|
SURPLUS INVENTORY
|
|
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|
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of 63
|
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|
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of 63
|
2.1
|
Hawaiian shall throughout the Period of Cover for each Engine Flight Hour, pay the following Charges to Rolls-Royce for the provision of Covered Services. The Charges shall be paid in accordance with Clause 3.
|
(a)
|
at [**] levels;
|
(b)
|
subject to adjustment on the 1
st
January of each calendar year in accordance with the formula set out in Schedule 2 to this Exhibit G; and
|
(c)
|
[**].
|
2.2
|
[**].
|
2.3
|
[**].
|
2.4
|
For all Additional Services undertaken, Rolls-Royce, the Overhaul Base or the Repair Vendor shall invoice Hawaiian, and Hawaiian shall pay, for such Additional Services at Rolls-Royce’s, the Overhaul Base’s or the Repair Vendor’s [**]
for Parts, labor, sub-contract Repair, handling fees and test fees (including fuel and oil fees) as follows:
|
2.5
|
[**].
|
2.6
|
[**].
|
|
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|
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of 63
|
3.2
|
[**].
|
3.3
|
[**].
|
3.4
|
Unless otherwise stated, all payments by Hawaiian under this Agreement shall be made without any abatement, withholding, deduction other than setoff against credit notes, or counterclaim, by wire transfer to Rolls-Royce’s account as follows:
|
4.1
|
In respect of all new Parts incorporated by Rolls-Royce or Services undertaken by Rolls-Royce in accordance with the provision of Covered Services during the Period of Cover, the Warranties granted by Rolls-Royce as set out in Exhibit C to this Agreement shall apply subject to all terms contained therein.
|
4.2
|
In relation to Qualified Equipment only, [**], Clause 7, Clause 8 and Clause 9 of Exhibit C, Hawaiian waives any entitlement to receive any benefit whatsoever whether [**] in respect of Covered Services during the Period of Cover to the extent the scope of action as a Covered Service would be at least as comprehensive as that under Warranty. However, all Warranties shall remain in full force and effect and entitlement to receive benefits shall be restored upon conclusion of the Period of Cover.
|
6.1.1
|
operate and maintain Qualified Equipment in accordance with the requirements of the Airworthiness Authorities (for example, with respect to the management of Life Limited Parts, the adherence to Airworthiness Directives and the incorporation or performance of Alert Service Bulletins [**] and
|
6.1.2
|
operate and maintain Qualified Equipment in accordance with the Manuals, [**]; and
|
|
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|
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of 63
|
6.1.3
|
perform all scheduled and unscheduled Line Maintenance on Engines as may be required pursuant to the Manuals and the requirements of the EMP, [**]; and
|
6.1.4
|
allow Rolls-Royce to comply with its reasonable requirements and recommendations with respect to the introduction of modifications or Alert Service Bulletins and Recommended Service Bulletins; and
|
6.1.5
|
upon notification by Rolls-Royce or the EHM Service Provider of an adverse trend in engine condition monitoring, undertake such reasonable troubleshooting actions as are appropriate under the circumstances and promptly provide Rolls-Royce with the results of such investigations and any relevant diagnostic data. [**]; and
|
6.1.6
|
in accordance with normal airline operating procedures, provide a reasonably adequate level of training for line station personnel and shall ensure that such line station personnel receive initial and follow up training, as provided for under Clause 2.4 of Exhibit D, from time to time, on Engine maintenance troubleshooting techniques and such Aircraft maintenance troubleshooting techniques required to facilitate the correct isolation of faults (to the Engine or Aircraft).
|
6.2.1
|
[**].
|
6.2.2
|
acquire and maintain, during the Period of Cover, the Required Stock Level to support its operation and maintenance of the Qualified Equipment and comply with the relevant paragraphs of the Manuals in respect of the shipping, maintenance and storage of Products; and
|
6.2.3
|
perform the removal of Qualified Equipment from Aircraft, configure the Engines to a standard suitable for transportation, subsequently prepare redelivered Qualified Equipment for installation, and perform the installation of Qualified Equipment on Aircraft.
|
6.3.1
|
maintain such airworthiness certificates, licenses, log books, flight manuals, records and other data pertaining to Engines, including Engine accessories and the operation and maintenance thereof, as required by law, and shall permit Rolls-Royce or its authorised representative to inspect such records and data upon prior arrangement, as reasonably required, upon reasonable notice to Hawaiian and at Rolls-Royce’s expense.
|
6.3.2
|
maintain full and up to date records of Engine operation, Flight Hours and cycles flown and shall permit Rolls-Royce or its authorized representative to inspect such records upon reasonable notice to Hawaiian and at Rolls-Royce’s expense.
|
|
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of 63
|
6.3.3
|
[**].
|
6.3.4
|
comply with the security requirements and obligations, as may be amended from time to time, of Rolls-Royce and, where appropriate, its associated service providers, with respect to Hawaiian access to controlled web sites, web pages or other remotely accessed data systems provided by Rolls-Royce, or other service providers (including without limitation the EHM Service Provider) as part of the Covered Services.
|
6.3.5
|
enter into any appropriate licence agreements for Hawaiian’s use of such Rolls-Royce or Rolls-Royce plc’s proprietary software (or that of Rolls-Royce’s associated service providers, as appropriate) that is reasonably requested or, which is necessary to deliver the Covered Services, provided such licence is free of charge to Hawaiian.
|
6.3.6
|
without any limitation to any of its other rights under this Agreement be deemed to have accepted Repair undertaken on Qualified Equipment upon issue of a properly authorised EASA or FAA release note or other approval certificate by Rolls-Royce or Overhaul Base (as applicable).
|
6.3.7
|
at the start of the Period of Cover on written request and at no charge provide the unit serial numbers, including spare units, relating to LRUs.
|
6.3.8
|
[**].
|
7.1
|
[**]
title to and risk of loss of or damage to any Parts replaced under this Exhibit G, whether scrap or Repairable, shall pass to Rolls-Royce or such third party as Rolls-Royce may designate upon removal from Qualified Equipment for repair or replacement, and the provision to Hawaiian or such lessor of title to a replacement Part free of all liens. If requested by Rolls-Royce, Hawaiian shall scrap removed Parts locally at Rolls-Royce’s cost if applicable.
|
7.2
|
Any replacement Parts incorporated in the course of Repair or replacement LRU/LRPs incorporated during Line Maintenance pursuant to this Exhibit G shall be deemed to have been sold to Hawaiian and title to and risk of loss of and damage to such replacement Parts shall pass to Hawaiian upon redelivery of Qualified Equipment to Hawaiian pursuant to the terms of this Exhibit G.
|
7.3
|
If any Qualified Equipment delivered to Rolls-Royce is lost, destroyed or damaged during the time between such delivery and return to Hawaiian then Rolls-Royce shall, at its election, either:
|
|
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|
7.4
|
Hawaiian and Rolls-Royce each warrant to the other that each shall accomplish the transfer to the other of the full legal title to any equipment exchanged above, free and clear of all charges, liens and encumbrances. Hawaiian warrants that it shall obtain the authorization of the owner or financier of such equipment (if Hawaiian is not the owner), to effect such exchanges of title and Rolls-Royce shall cooperate with the reasonable requirements of such owner or financier. [**]. Hawaiian and Rolls-Royce shall each take all necessary steps to secure the release with respect to any charges, liens and encumbrances with respect to any such equipment exchanged. [**]
|
8.1
|
[**]
.
|
8.2
|
[**].
|
9.1
|
Without prejudice to any other rights or remedies available to the non-defaulting Party, if a material default occurs then the non-defaulting Party may by giving written notice to the other Party invoke the following process:
|
9.1.1
|
the Parties shall meet within [**] of the notice of default to discuss the failure to remedy the default, if such default has not already been remedied; and
|
9.1.2
|
if such default has not already been remedied, the Parties shall agree on a recovery plan (the “
Recovery Plan
”) and meet at regular intervals to review this agreed Recovery Plan. [**].
|
9.1.3
|
[**].
|
9.1.4
|
[**].
|
9.2.
|
[**].
|
9.3
|
[**].
|
9.4
|
If Rolls-Royce is hindered or prevented from delivering Services within the agreed delivery schedule (as such time may be extended pursuant to the other provisions of this Agreement) due to Excusable Delay then the provisions of Clauses 9.5.and 9.6 below shall apply.
|
9.5
|
Upon the occurrence of an Excusable Delay:
|
9.5.1
|
Rolls-Royce shall notify Hawaiian of such Excusable Delay [**];
|
9.5.2
|
Rolls-Royce shall [**]
reduce the effect of any delay;
|
|
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|
9.5.3
|
[**]
|
9.5.4
|
with respect to an Excusable Delay affecting any Services, Rolls-Royce shall notify Hawaiian of the revised delivery schedule of the applicable Services; and
|
9.5.5
|
[**]
after the removal of the cause of such Excusable Delay Rolls-Royce shall resume performance of its obligations under this Agreement.
|
9.6
|
[**].
|
9.7
|
[**].
|
9.8
|
[**]
Rolls-Royce shall be entitled to reschedule delivery of the affected Services. Rolls-Royce shall confirm to Hawaiian the new delivery schedule after [**] period referred to in Clause 9.7, and the date of delivery pursuant to such revised delivery schedule shall be as agreed by the parties.
|
9.9
|
If Rolls-Royce obtains knowledge of any cause or event which may reasonably be expected to delay delivery of any Service beyond the agreed delivery or performance schedule for any reason which is not an Excusable Delay, then:
|
9.9.1
|
Rolls-Royce shall notify Hawaiian of such cause or event [**]; and
|
9.9.2
|
Rolls-Royce shall [**]
reduce the effect of any delay.
|
9.10
|
[**].
|
9.11
|
[**].
|
9.12
|
[**]
then Rolls-Royce shall be entitled to reschedule delivery of the affected Service. Rolls-Royce shall confirm to Hawaiian the new delivery schedule after [**] period referred to in Clause 9.7 and the date of delivery pursuant to such revised delivery schedule shall be as agreed by the parties.
|
9.13
|
The rights and remedies set forth above in this Clause 9 shall not be deemed to be mutually exclusive and shall be without prejudice to any other rights and remedies the parties have under the law or under this Agreement.
|
10
|
INSURANCE
|
10.1
|
Hawaiian shall maintain such insurances on the Aircraft including Engines as is standard commercial practice for the aviation industry (except when on the premises of the Overhaul Base, in which case, Rolls-Royce shall be responsible for insuring the Engines).
|
10.2
|
[**].
|
11
|
[**]
|
|
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|
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|
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|
48
of 63
|
|
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|
49
of 63
|
1.1
|
In consideration of the payment of Charges by Hawaiian, Rolls-Royce shall perform, or arrange for the performance of Repair or replacement of a Part as appropriate, required for all Qualified Equipment experiencing Qualified Events during the Period of Cover during Line Maintenance or a shop visit. Additionally, Rolls-Royce shall undertake any other work, and Hawaiian shall pay for such work as Additional Services in accordance with Clause 2.4 of Exhibit G. All such work shall be undertaken in accordance with the Hawaiian EMP.
|
1.2
|
Hawaiian shall place a purchase order onto Rolls-Royce, subject to the terms of this Agreement, requesting Repair, specifying the Engine and specifying any requested Additional Services. [**].
|
1.3
|
Hawaiian shall provide all necessary Engine Documentation to support the Repair of the Engine [**].
|
1.4
|
[**].
|
1.5
|
[**].
|
1.6
|
[**].
|
|
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|
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of 63
|
|
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|
51
of 63
|
3.1
|
Rolls-Royce and Hawaiian will work together during the Period of Cover to avoid, wherever practical, Hawaiian’s quantity of spare Engines [**], by reviewing schedules, planning Engine maintenance and engine condition monitoring.
|
3.2
|
If Hawaiian advises Rolls-Royce in writing that the quantity of serviceable spare Engines available to Hawaiian has [**] during the Period of Cover, then Rolls-Royce shall follow the following process:
|
3.2.1
|
Within [**];
|
3.2.2
|
Within such time, the Engine shall be prepared and ready for shipment [**];
|
3.2.3
|
[**].
|
3.4
|
[**].
|
3.5
|
[**].
|
3.6
|
[**].
|
|
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|
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|
4.2
|
[**]
|
4.3
|
[**].
|
4.4
|
[**].
|
4.5
|
[**].
|
4.6
|
[**].
|
4.7
|
[**].
|
4.8
|
[**].
|
4.9
|
[**].
|
4.10
|
[**].
|
|
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|
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|
|
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|
6.1
|
Rolls-Royce shall assign a management team (
“TotalCare Management Team”
) to provide comprehensive support for this Agreement. The TotalCare Management Team, and any additional resource and support representatives (collectively
“Representatives”
), will remain employees of Rolls-Royce or an affiliated company. The Representatives will assist the TotalCare Management Team to provide and manage the provision of the agreed Covered Services.
|
6.2
|
The TotalCare Management Team shall work with Hawaiian to manage the fleet in an optimum manner taking into account the operational requirements of Hawaiian and the needs of Rolls-Royce to manage the fleet in the most effective way.
|
6.3
|
The TotalCare Management Team and appropriate Representatives shall (i) assist Hawaiian in the interpretation of trend data, EHM Alerts, Advisories and Exceedences provided by the EHM Service Provider, (ii) advise and assist Hawaiian with removals planning, (iii) advise Hawaiian on the appropriate Line Maintenance, performance retention and general trouble shooting activities, (iv) define engine shop visit workscopes (in accordance with the agreed EMP) and agree with Hawaiian on the extent, if any, of non-qualifying work and (v) provide Overhaul Base management.
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6.4
|
Hawaiian shall retain responsibility for the continuing airworthiness of the Engines which shall include, but is not limited to, control of Life Limited Parts in Hawaiian’s operation and the demonstration of the compliance with all Airworthiness Directives and Alert Service Bulletins.
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6.5
|
The TotalCare Management Team will facilitate access by Hawaiian to the Overhaul Base for the purposes of performing quality surveillance and audits required for the purposes of Hawaiian obtaining and maintaining its Airworthiness Authority approval. [**].
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6.6
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The TotalCare Management Team shall be the Rolls-Royce representative for the purposes of the agreement of the EMP and any changes thereto. [**].
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6.7
|
If Hawaiian requires work to be undertaken which is outside the workscope, as defined by the EMP, then Hawaiian may request for the work to be undertaken and such work shall be considered Additional Services.
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6.8
|
Hawaiian shall agree with Rolls-Royce on a TotalCare readiness plan and all agreed actions shall be completed prior to EIS of the first Aircraft. [**].
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6.9
|
Rolls-Royce will develop with Hawaiian a working level manual (
“TotalCare Administration Manual”
), which will be completed by the first anniversary of the first Aircraft delivery. The intent of the TotalCare Administration Manual is to ensure that both Parties have a mutual and clear understanding of the practical requirements and obligations and agreed procedures for the performance of those requirements and obligations. [**].
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6.10
|
[**].
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Contract Reference - DEG 8572
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55
of 63
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6.11
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[**].
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6.12
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Hawaiian shall grant to the TotalCare Management Team and TotalCare Representatives, whilst assigned to Hawaiian’s sites, the following facilities:
|
6.12.3
|
access to emergency medical attention to the extent normally provided to Hawaiian’s own employees.
|
6.13
|
It shall be Rolls-Royce responsibility to ensure that such team members and representatives are able to obtain proper credentials to enter Hawaiian’s facilities inside the secure area (Airport AOA). [**].
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Contract Reference - DEG 8572
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56
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Contract Reference - DEG 8572
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57
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Contract Reference - DEG 8572
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58
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Customer
:
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End Report Date :
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Aircraft
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Aircraft
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Engine
|
Engine
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||||
Eng. Ser. No.
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Eng Model
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A/C Reg.
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A/C S/N
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A/C Pos.
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Hr / Mo.
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Cyc / Mo.
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TSN
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CSN
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Hr / Mo.
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Cyc / Mo.
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TSN
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CSN
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% ED
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signature
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||||||
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name & title
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||||||
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date signed
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Contract Reference - DEG 8572
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59
of 63
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Contract Reference - DEG 8572
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60
of 63
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Contract Reference - DEG 8572
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61
of 63
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Contract Reference - DEG 8572
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62
of 63
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Contract Reference - DEG 8572
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63
of 63
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Rolls-Royce plc
PO Box 31,Derby DE24 8BJ,England
Telephone: +44 (0) 1332 242424
Fax: +44 (0) 01332 249936
www.rolls-royce.com
|
Signed for and on behalf of:
HAWAIIAN AIRLINES, INC.
|
Signed for and on behalf of:
ROLLS-ROYCE PLC
|
||
By:
|
/s/Mark B. Dunkerley
|
By:
|
______________________________
|
Printed:
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Mark B. Dunkerley
|
Printed:
|
______________________________
|
Title:
|
President and CEO
|
Title:
|
______________________________
|
|
Signed for and on behalf of:
ROLLS-ROYCE TOTALCARE SERVICES LIMITED
|
||
|
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By:
|
______________________________
|
|
|
Printed:
|
______________________________
|
|
|
Title:
|
______________________________
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||
|
|
(in thousands, except ratio of earnings to fixed charges)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Income (loss) before income taxes
|
$
|
81,989
|
|
|
$
|
(1,082
|
)
|
|
$
|
85,786
|
|
|
$
|
86,410
|
|
|
$
|
113,447
|
|
|
Total fixed charges (see below)
|
68,034
|
|
|
71,536
|
|
|
88,836
|
|
|
96,459
|
|
|
112,443
|
|
|||||
|
Interest capitalized
|
(2,665
|
)
|
|
(7,771
|
)
|
|
(10,524
|
)
|
|
(12,625
|
)
|
|
(8,024
|
)
|
|||||
Earnings as adjusted
|
$
|
147,358
|
|
|
$
|
62,683
|
|
|
$
|
164,098
|
|
|
$
|
170,244
|
|
|
$
|
217,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest and amortization of debt discount and issuance cost
|
$
|
16,835
|
|
|
$
|
24,521
|
|
|
$
|
43,522
|
|
|
$
|
50,453
|
|
|
$
|
64,240
|
|
|
Portion of rental expense representative of the interest factor
|
51,199
|
|
|
47,015
|
|
|
45,314
|
|
|
46,006
|
|
|
48,203
|
|
|||||
Total fixed charges
|
$
|
68,034
|
|
|
$
|
71,536
|
|
|
$
|
88,836
|
|
|
$
|
96,459
|
|
|
$
|
112,443
|
|
|
Ratio of earnings to fixed charges (a)
|
2.17
|
|
|
—
|
|
|
1.85
|
|
|
1.76
|
|
|
1.94
|
|
||||||
Coverage deficiency
|
$
|
—
|
|
|
$
|
8,853
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
For purposes of calculating this ratio, earnings consist of income (loss) before income taxes plus fixed charges, net of capitalized interest. Fixed charges consist of interest expense, the amount amortized for debt discount and issuance cost, and the portion of rental expense representative of interest expense.
|
(1)
|
Registration Statement (Form S‑3 No. 333‑187255),
|
(2)
|
Registration Statement (Form S‑8 No. 333‑172356),
|
(3)
|
Registration Statement (Form S‑8 No. 333‑127732),
|
(4)
|
Registration Statement (Form S‑8 No. 333‑127731),
|
(5)
|
Registration Statement (Form S‑8 No. 333‑09671),
|
(6)
|
Registration Statement (Form S‑8 No. 333‑09669),
|
(7)
|
Registration Statement (Form S‑8 No. 333‑61244), and
|
(8)
|
Registration Statement (Form S‑8 No. 333‑09667);
|
/s/ ERNST & YOUNG LLP
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hawaiian Holdings, Inc. for the year ended
December 31, 2014
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 9, 2015
|
By:
|
|
/s/ MARK B. DUNKERLEY
|
|
|
|
|
Mark B. Dunkerley
President and Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 9, 2015
|
By:
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
|
Shannon L. Okinaka
Senior Vice President, Interim Chief Financial Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 9, 2015
|
By:
|
|
/s/ MARK B. DUNKERLEY
|
|
|
|
|
Mark B. Dunkerley
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 9, 2015
|
By:
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
|
Shannon L. Okinaka
Senior Vice President, Interim Chief Financial Officer and Treasurer
|