|
For the transition period from to .
|
Delaware
|
|
71-0879698
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
||
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock ($0.01 par value)
|
|
HA
|
|
NASDAQ Stock Market, LLC
|
|
|
|
|
(NASDAQ Global Select Market)
|
Securities registered pursuant to Section 12(g) of the Act: None
|
|
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
Page
|
•
|
Daily service on our North America routes between the State of Hawai'i and Long Beach, Los Angeles, Oakland, Sacramento, San Diego, San Francisco, and San Jose, California; Las Vegas, Nevada; Phoenix, Arizona; Portland, Oregon; Seattle, Washington; and New York City, New York; and scheduled service between the State of Hawai'i and Boston, Massachusetts.
|
•
|
Daily service on our Neighbor Island routes among the six major islands of the State of Hawai'i.
|
•
|
Daily service on our International routes between the State of Hawai'i and Sydney, Australia; Tokyo (Haneda and Narita) 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, Japan; Fukuoka, Japan; and Seoul, South Korea.
|
•
|
Various ad hoc charters.
|
Year
|
Gallons
consumed |
|
Total cost,
including taxes |
|
Average cost
per gallon |
|
Percent of
operating expenses |
||||||
|
(in thousands)
|
|
|
|
|
||||||||
2019
|
270,001
|
|
|
$
|
542,573
|
|
|
$
|
2.01
|
|
|
21.7
|
%
|
2018
|
273,783
|
|
|
$
|
599,544
|
|
|
$
|
2.19
|
|
|
23.8
|
%
|
2017
|
259,915
|
|
|
$
|
440,383
|
|
|
$
|
1.69
|
|
|
19.9
|
%
|
•
|
increasing value to our customers by providing easier access to more travel destinations and better mileage accrual/redemption opportunities;
|
•
|
giving customers 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
|
|
No
|
|
Yes
|
American Airlines
|
No
|
|
Yes
|
|
No
|
|
Yes
|
China Airlines
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
Delta Air Lines
|
No
|
|
Yes
|
|
No
|
|
Yes
|
Japan Airlines
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
JetBlue
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
Korean Air
|
Yes
|
|
Yes
|
|
Yes
|
|
Yes
|
Philippine Airlines
|
No
|
|
No
|
|
No
|
|
Yes
|
Turkish Airlines
|
No
|
|
No
|
|
No
|
|
Yes
|
United Airlines
|
No
|
|
Yes
|
|
No
|
|
Yes
|
Virgin Atlantic Airways
|
Yes
|
|
Yes
|
|
Yes
|
|
No
|
Virgin Australia
|
Yes
|
|
Yes
|
|
No
|
|
Yes
|
•
|
Fares;
|
•
|
Flight frequency and schedule;
|
•
|
Customer service;
|
•
|
On-time performance and reliability;
|
•
|
Name recognition;
|
•
|
Marketing affiliations;
|
•
|
Frequent flyer benefits;
|
•
|
Aircraft type;
|
•
|
Safety record; and
|
•
|
In-flight services.
|
Employee Group
|
|
Represented by
|
|
Number of Employees
|
|
Agreement amendable on (*)
|
|
Flight deck crew members
|
|
Air Line Pilots Association (ALPA)
|
|
869
|
|
|
July 1, 2022
|
Cabin crew members
|
|
Association of Flight Attendants (AFA)
|
|
2,151
|
|
|
January 1, 2017 (**)
|
Maintenance and engineering personnel
|
|
International Association of Machinists and Aerospace Workers (IAM-M)
|
|
1,128
|
|
|
January 1, 2021
|
Clerical
|
|
IAM-C
|
|
1,991
|
|
|
January 1, 2021
|
Flight dispatch personnel
|
|
Transport Workers Union (TWU)
|
|
54
|
|
|
August 1, 2021
|
•
|
decline in general economic conditions;
|
•
|
continued threat of terrorist attacks and conflicts overseas;
|
•
|
actual or threatened war and political instability;
|
•
|
increased security measures or breaches in security;
|
•
|
adverse weather and natural disasters;
|
•
|
changes in consumer preferences, perceptions, or spending patterns;
|
•
|
increased costs related to security and safety measures;
|
•
|
increased fares as a result of increases in fuel costs;
|
•
|
outbreaks of contagious diseases or fear of contagion; and
|
•
|
congestion or major construction at airports and actual or potential disruptions in the air traffic control system.
|
Aircraft Type
|
Firm
Orders
|
|
Purchase
Rights
|
|
Expected Delivery Dates
|
||
A321neo aircraft
|
1
|
|
|
9
|
|
|
In 2020
|
B787-9 aircraft
|
10
|
|
|
10
|
|
|
Between 2021 and 2025
|
•
|
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.
|
•
|
the ability of our Board of Directors to issue, without further action by the stockholders, series of undesignated preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control;
|
•
|
advance notice procedures for stockholder proposals to be considered at stockholders’ meetings and for nominations of candidates for election to our Board of Directors;
|
•
|
the ability of our Board of Directors to fill vacancies on the board;
|
•
|
a prohibition against stockholders taking action by written consent;
|
•
|
a prohibition against stockholders calling special meetings of stockholders; and
|
•
|
super-majority voting requirements to modify or amend specified provisions of our certificate of incorporation.
|
•
|
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.
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2020
|
|
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
|
12
|
|
|
12
|
|
|
24
|
|
|
12
|
|
|
12
|
|
|
24
|
|
|
12
|
|
|
12
|
|
|
24
|
|
|
278
|
|
6.5
|
A321-200(1)
|
2
|
|
|
9
|
|
|
11
|
|
|
2
|
|
|
15
|
|
|
17
|
|
|
2
|
|
|
16
|
|
|
18
|
|
|
189
|
|
1.1
|
767-300(2)
|
3
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252 - 264
|
|
23.3
|
717-200
|
5
|
|
|
15
|
|
|
20
|
|
|
5
|
|
|
15
|
|
|
20
|
|
|
5
|
|
|
15
|
|
|
20
|
|
|
128
|
|
17.7
|
ATR 42-500(3)
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
48
|
|
16.7
|
ATR 72-200(3)
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
26.4
|
Total
|
22
|
|
|
44
|
|
|
66
|
|
|
19
|
|
|
49
|
|
|
68
|
|
|
19
|
|
|
50
|
|
|
69
|
|
|
|
|
|
(1)
|
In 2019, we took delivery of six Airbus A321-200 aircraft. We expect to take delivery of our final Airbus A321-200 aircraft in the first quarter of 2020.
|
(2)
|
In the first quarter of 2019, we retired our remaining four Boeing 767-300 aircraft, thereby completing our exit from the fleet.
|
(3)
|
The ATR 42-500 and ATR 72-200 turboprop aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly-owned subsidiary of the Company. The ATR 42-500 turbo prop aircraft are used for passenger operations under a Capacity Purchase Agreement (CPA) with a third-party provider. The ATR 72-200 turboprop aircraft are used for our cargo operations under a CPA.
|
(4)
|
Leased aircraft include aircraft under finance and operating leases. See Note 10 to the consolidated financial statements for further discussion regarding our aircraft leases.
|
(1)
|
In 2013, we entered into an agreement for the purchase of 16 new Airbus A321neo aircraft with purchase rights for an additional nine aircraft with scheduled for deliveries through early 2020. The Airbus 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 our North America routes.
|
(2)
|
In July 2018, we entered into a purchase agreement for the purchase of 10 Boeing 787-9 "Dreamliner" aircraft with purchase rights for an additional 10 aircraft with scheduled deliveries between 2021 to 2025. These fuel efficient, long-range aircraft will complement our existing fleet of wide-body for long-haul Asia/Pacific and North America routes.
|
Name of Airport
|
Location
|
|||
Phoenix Sky Harbor International Airport
|
|
Phoenix
|
|
Arizona
|
Long Beach Airport
|
|
Long Beach
|
|
California
|
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
|
Daniel K. Inouye International Airport
|
|
Honolulu
|
|
Hawai'i
|
Kahului Airport
|
|
Kahului
|
|
Hawai'i
|
Kapalua Airport
|
|
Lahaina
|
|
Hawai'i
|
Ellison Onizuka Kona International Airport
|
|
Kailua-Kona
|
|
Hawai'i
|
Lana'i Airport
|
|
Lana'i
|
|
Hawai'i
|
Lihu'e Airport
|
|
Lihu'e
|
|
Hawai'i
|
Moloka'i Airport
|
|
Moloka'i
|
|
Hawai'i
|
Boston Logan International Airport
|
|
Boston
|
|
Massachusetts
|
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
|
Brisbane International Airport
|
|
Brisbane
|
|
Australia
|
Sydney International Airport
|
|
Sydney
|
|
Australia
|
Haneda International Airport
|
|
Tokyo
|
|
Japan
|
Fukuoka International Airport
|
|
Fukuoka
|
|
Japan
|
Kansai International Airport
|
|
Osaka
|
|
Japan
|
Narita International Airport
|
|
Tokyo
|
|
Japan
|
New Chitose International Airport
|
|
Sapporo
|
|
Japan
|
Auckland Airport
|
|
Auckland
|
|
New Zealand
|
Incheon International Airport
|
|
Seoul
|
|
South Korea
|
Faa'a International Airport
|
|
Papeete
|
|
Tahiti
|
Period
|
|
Total number of shares purchased (i)
|
|
Average price paid per share (ii)
|
|
Total number of shares purchased as part of publicly announced plans or programs (i)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (i)
|
||||||
October 1, 2019 - October 31, 2019
|
|
260,102
|
|
|
$
|
27.55
|
|
|
260,102
|
|
|
|
||
November 1, 2019 - November 30, 2019
|
|
173,441
|
|
|
29.87
|
|
|
173,441
|
|
|
|
|||
December 1, 2019 - December 31, 2019
|
|
190,895
|
|
|
30.04
|
|
|
190,895
|
|
|
|
|||
Total
|
|
624,438
|
|
|
|
|
624,438
|
|
|
$
|
28.7
|
|
(i)
|
In November 2018, our Board of Directors approved the repurchase of $100 million of our outstanding common stock through December 2020. The stock repurchase program is subject to modification or termination at any time.
|
(ii)
|
Weighted average price paid per share is calculated on a settlement basis and excludes commission.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015 (a)
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenue
|
$
|
2,832,228
|
|
|
$
|
2,837,411
|
|
|
$
|
2,675,145
|
|
|
$
|
2,432,413
|
|
|
$
|
2,317,467
|
|
Operating expenses
|
2,504,751
|
|
|
2,523,043
|
|
|
2,211,107
|
|
|
2,034,926
|
|
|
1,868,837
|
|
|||||
Operating income
|
327,477
|
|
|
314,368
|
|
|
464,038
|
|
|
397,487
|
|
|
448,630
|
|
|||||
Net Income
|
223,984
|
|
|
233,200
|
|
|
330,610
|
|
|
224,120
|
|
|
182,646
|
|
|||||
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic (b)
|
$
|
4.72
|
|
|
$
|
4.63
|
|
|
$
|
6.23
|
|
|
$
|
4.19
|
|
|
$
|
3.38
|
|
Diluted (b)
|
4.71
|
|
|
4.62
|
|
|
6.19
|
|
|
4.15
|
|
|
2.98
|
|
|||||
Cash dividends declared per common share
|
0.48
|
|
|
0.48
|
|
|
0.12
|
|
|
0.00
|
|
|
0.00
|
|
|||||
Balance Sheet Items as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets (c)
|
$
|
4,126,624
|
|
|
$
|
3,196,646
|
|
|
$
|
2,873,821
|
|
|
$
|
2,720,346
|
|
|
$
|
2,489,922
|
|
Long-term debt and noncurrent finance lease obligations
|
689,115
|
|
|
608,684
|
|
|
511,201
|
|
|
497,908
|
|
|
677,915
|
|
(a)
|
We adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), as of January 1, 2018, and restated the consolidated financial results as of and for the years ended December 31, 2017 and 2016. Results from periods prior to 2016 have not been restated for the adoption of this standard.
|
(b)
|
We recognized a one-time benefit of $83.0 million, or $1.55 per common stock share, during the year ended December 31, 2017 as a result of the Tax Reform Act enacted in December 2017. During the year ended December 31, 2018, we completed our accounting for the effects of the Tax Act and recorded an additional tax benefit of $9.3 million.
|
(c)
|
We adopted ASC 842, Leases (ASC 606), as of January 1, 2019 using the transition method that provides for a cumulative adjustment to retained earnings upon adoption. Results from periods prior to 2019 have not been restated. See Note 1 to the consolidated financial statements for additional information.
|
•
|
Operating income of $327 million compared to $314 million in the prior-year period.
|
•
|
Pre-tax income of $305 million compared to $301 million in the prior-year period.
|
•
|
GAAP net income of $224 million or $4.71 per diluted share compared to $233 million or $4.62 per diluted share in the prior year period.
|
•
|
Adjusted net income of $219 million or $4.60 per diluted share compared to $275 million or $5.44 per diluted share in the prior year period.
|
•
|
Unrestricted cash and cash equivalents and short-term investments of $619 million compared to $501 million at the end of the prior year period.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except as otherwise indicated)
|
||||||||||
Scheduled Operations (a) :
|
|
|
|
|
|
|
|
|
|||
Revenue passengers flown
|
11,737
|
|
|
11,830
|
|
|
11,498
|
|
|||
Revenue passenger miles (RPM)
|
17,808,913
|
|
|
17,198,985
|
|
|
16,307,344
|
|
|||
Available seat miles (ASM)
|
20,568,476
|
|
|
20,158,139
|
|
|
18,991,566
|
|
|||
Passenger revenue per RPM (Yield)
|
|
14.59
|
¢
|
|
|
15.13
|
¢
|
|
|
15.25
|
¢
|
Passenger load factor (RPM/ASM)
|
86.6
|
%
|
|
85.3
|
%
|
|
85.9
|
%
|
|||
Passenger revenue per ASM (PRASM)
|
|
12.63
|
¢
|
|
|
12.91
|
¢
|
|
|
13.09
|
¢
|
Total Operations (a) :
|
|
|
|
|
|
|
|
|
|||
Revenue passengers flown
|
11,751
|
|
|
11,840
|
|
|
11,505
|
|
|||
RPM
|
17,826,887
|
|
|
17,206,703
|
|
|
16,316,739
|
|
|||
ASM
|
20,596,711
|
|
|
20,171,911
|
|
|
19,006,682
|
|
|||
Operating revenue per ASM (RASM)
|
|
13.75
|
¢
|
|
|
14.07
|
¢
|
|
|
14.07
|
¢
|
Operating cost per ASM (CASM)
|
|
12.16
|
¢
|
|
|
12.51
|
¢
|
|
|
11.63
|
¢
|
CASM excluding aircraft fuel, gain/loss on sale of aircraft, contract terminations expense, and special items (b)
|
|
9.54
|
¢
|
|
|
9.36
|
¢
|
|
|
9.19
|
¢
|
Aircraft fuel expense per ASM (c)
|
|
2.62
|
¢
|
|
|
2.97
|
¢
|
|
|
2.32
|
¢
|
Revenue block hours operated
|
218,801
|
|
|
208,809
|
|
|
189,881
|
|
|||
Gallons of jet fuel consumed
|
270,001
|
|
|
273,783
|
|
|
259,915
|
|
|||
Average cost per gallon of jet fuel (actual) (c)
|
$
|
2.01
|
|
|
$
|
2.19
|
|
|
$
|
1.69
|
|
(a)
|
Includes the operations of our contract carrier under a CPA. Total Operations includes both scheduled and chartered operations.
|
(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 applicable taxes and fees.
|
|
|
|
Increase (Decrease)
vs. Year Ended December 31, 2018 |
||||||||||||||||
|
Year Ended December 31, 2019
|
|
Passenger
Revenue |
|
Yield
|
|
RPMs
|
|
ASM
|
|
PRASM
|
||||||||
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
$
|
1,920.9
|
|
|
$
|
(13.3
|
)
|
|
(6.3
|
)%
|
|
6.0
|
%
|
|
5.2
|
%
|
|
(5.6
|
)%
|
International
|
676.9
|
|
|
8.3
|
|
|
2.6
|
|
|
(1.4
|
)
|
|
(4.2
|
)
|
|
5.6
|
|
||
Total scheduled
|
$
|
2,597.8
|
|
|
$
|
(5.0
|
)
|
|
(3.6
|
)%
|
|
3.5
|
%
|
|
2.0
|
%
|
|
(2.2
|
)%
|
|
Changes for the year ended December 31, 2019 as compared to year ended December 31, 2018
|
|||||
|
$
|
|
%
|
|||
|
(in thousands)
|
|
|
|||
Operating expense:
|
|
|
|
|
|
|
Aircraft fuel, including taxes and delivery
|
$
|
(56,971
|
)
|
|
(9.5
|
)%
|
Wages and benefits
|
38,937
|
|
|
5.7
|
|
|
Aircraft rent
|
(7,057
|
)
|
|
(5.6
|
)
|
|
Maintenance materials and repairs
|
10,013
|
|
|
4.2
|
|
|
Aircraft and passenger servicing
|
6,479
|
|
|
4.1
|
|
|
Commissions and other selling
|
901
|
|
|
0.7
|
|
|
Depreciation and amortization
|
19,040
|
|
|
13.6
|
|
|
Other rentals and landing fees
|
2,719
|
|
|
2.1
|
|
|
Purchased services
|
(84
|
)
|
|
(0.1
|
)
|
|
Contract terminations expense
|
(35,322
|
)
|
|
(100.0
|
)%
|
|
Other
|
3,053
|
|
|
2.0
|
|
|
Total
|
$
|
(18,292
|
)
|
|
(0.7
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(in thousands, except per-gallon amounts)
|
|
|
|||||||
Aircraft fuel expense, including taxes and delivery
|
$
|
542,573
|
|
|
$
|
599,544
|
|
|
(9.5
|
)%
|
Fuel gallons consumed
|
270,001
|
|
|
273,783
|
|
|
(1.4
|
)%
|
||
Average fuel price per gallon, including taxes and delivery
|
$
|
2.01
|
|
|
$
|
2.19
|
|
|
(8.2
|
)%
|
|
Year Ended December 31,
|
|
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(in thousands, except per-gallon amounts)
|
|
|
|||||||
Aircraft fuel expense, including taxes and delivery
|
$
|
542,573
|
|
|
$
|
599,544
|
|
|
(9.5
|
)%
|
Realized losses (gains) on settlement of fuel derivative contracts
|
12,403
|
|
|
(25,563
|
)
|
|
(148.5
|
)%
|
||
Economic fuel expense
|
$
|
554,976
|
|
|
$
|
573,981
|
|
|
(3.3
|
)%
|
Fuel gallons consumed
|
270,001
|
|
|
273,783
|
|
|
(1.4
|
)%
|
||
Economic fuel costs per gallon
|
$
|
2.06
|
|
|
$
|
2.10
|
|
|
(1.9
|
)%
|
•
|
Our existing cash and cash equivalents and short-term investments of $618.7 million, and our expected cash from operations;
|
•
|
Our 30 unencumbered aircraft in our fleet as of December 31, 2019, that could be financed, if necessary; and
|
•
|
Our $235.0 million revolving credit facility with no outstanding borrowing. Information about this facility can be found in Note 9 to the consolidated financial statements.
|
(in thousands, except repurchase price)
|
|
Share Repurchase Authorization
(in '000s) |
|
Weighted Average Repurchase Price
|
|
Planned Completion Date
|
|
Authorization Remaining
(in '000s) |
||||
April 2015 Program
|
|
$
|
100,000
|
|
|
$
|
25.75
|
|
|
April 2017
|
|
Completed April 2017
|
April 2017 Program
|
|
100,000
|
|
|
39.85
|
|
|
May 2019
|
|
Completed December 2017
|
||
November 2017 Program
|
|
100,000
|
|
|
36.71
|
|
|
December 2019
|
|
Completed December 2018
|
||
November 2018 Program
|
|
100,000
|
|
|
27.33
|
|
|
December 2020
|
|
$28,700
|
Contractual Obligations
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Debt obligations, including principal and interest (1)
|
$
|
676,270
|
|
|
$
|
70,510
|
|
|
$
|
196,659
|
|
|
$
|
123,443
|
|
|
$
|
285,658
|
|
Finance lease obligations, including principal and interest (2)
|
196,600
|
|
|
28,812
|
|
|
54,462
|
|
|
44,976
|
|
|
68,350
|
|
|||||
Operating leases obligations (2)
|
774,986
|
|
|
108,369
|
|
|
191,485
|
|
|
162,385
|
|
|
312,747
|
|
|||||
Aircraft purchase commitments (3)
|
1,627,611
|
|
|
177,643
|
|
|
745,579
|
|
|
594,214
|
|
|
110,175
|
|
|||||
Other commitments(4)
|
492,345
|
|
|
83,130
|
|
|
155,578
|
|
|
122,372
|
|
|
131,265
|
|
|||||
Projected employee benefit contributions(5)
|
61,900
|
|
|
15,900
|
|
|
33,700
|
|
|
8,200
|
|
|
4,100
|
|
|||||
Total contractual obligations
|
$
|
3,829,712
|
|
|
$
|
484,364
|
|
|
$
|
1,377,463
|
|
|
$
|
1,055,590
|
|
|
$
|
912,295
|
|
(1)
|
Represents scheduled principal and estimated interest payments under our long-term debt based on interest rates specified in the applicable debt agreements. Principal and interest payments for debt denominated in Japanese Yen is estimated using the spot rate as of December 31, 2019.
|
(2)
|
Refer to Note 10 of the Notes to the Consolidated Financial Statements for additional information regarding finance and operating leases.
|
(3)
|
Refer to aircraft purchase commitments table in Item 2 for additional information about our future aircraft purchases.
|
(4)
|
Represents commitments for services provided by third-parties for aircraft maintenance, capacity purchases, 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.
|
(5)
|
Represents estimated contributions to our defined benefit pension and disability plans based on actuarially determined estimates. 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 2025. See "Critical Accounting Policies" below for a discussion of our current year assumption regarding our employee benefit plans.
|
Aircraft Type
|
Firm
Orders |
|
Purchase
Rights |
|
Expected Delivery Dates
|
||
A321neo aircraft
|
1
|
|
|
9
|
|
|
In 2020
|
B787-9 aircraft
|
10
|
|
|
10
|
|
|
Between 2021 and 2025
|
Pratt & Whitney spare engines:
|
|
|
|
|
|
||
A321neo spare engines
|
0
|
|
|
2
|
|
|
N/A
|
General Electric GEnx spare engines:
|
|
|
|
|
|
|
|
B787-9 spare engines
|
2
|
|
|
2
|
|
|
Between 2021 and 2025
|
•
|
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.
|
•
|
As a result of the Tax Act, we recognized a one-time benefit of $83.0 million in the fourth quarter of 2017 from the estimated impact of the revaluation of deferred tax assets and liabilities. This tax benefit is being excluded from our results as a Special Item. We excluded the Tax Act effect (on the financial statements) in order to allow investors to better analyze our core results and allow the information to be presented on a comparative basis to the prior year.
|
•
|
Changes in fair value of derivative contracts, net of tax, are based on market prices for open contracts as of the end of the reporting period. This adjustment includes the unrealized gains and losses on fuel and interest rate derivatives (not designated as hedges) that will settle in future periods and the reversal of prior period unrealized amounts. Excluding the impact of these derivative adjustments allows investors to analyze our core operational performance and compare our results to other airlines in the periods presented below.
|
•
|
Change in unrealized losses on foreign debt are based on fluctuations in foreign exchanges rates related to foreign-denominated debt agreements. We believe that excluding the impact of these amounts helps investors analyze our operational performance and compare our results to other airlines in the periods presented below.
|
•
|
Loss (gain) on sale of aircraft is the result of adjustments to the final purchase price for three of our Boeing 767-300 aircraft included in a forward sale agreement we entered into in January 2018 and described below. During the twelve months ended December 31, 2018, we recorded a loss of $0.3 million. During the twelve months ended December 31, 2019, we recorded a gain on disposal of Boeing 767-300 aircraft equipment of $1.9 million in conjunction with the retirement of our Boeing 767-300 fleet.
|
•
|
In August 2017, we terminated the Hawaiian Airlines, Inc. Salaried & IAM Merged Pension Plan (the Merged Plan) and settled a portion of our pilots' other post-retirement medical plan liability. In connection with the reduction of these liabilities we recorded one-time Other nonoperating special charges of $35.2 million related to the Merged Plan termination and $10.4 million related to the other post-retirement (OPEB) medical plan partial settlement.
|
•
|
In April 2017, we executed a sale leaseback transaction with an independent third party for three Boeing 767-300 aircraft. The lease terms for the three aircraft commenced in April 2017 and end between November 2018 and January 2019. During the twelve months ended December 31, 2017, we recorded a loss on sale of aircraft of $4.8 million.
|
•
|
In February 2017, we reached a tentative agreement with ALPA, covering our pilots. In March 2017, we received notice from ALPA that the agreement was ratified by ALPA's members. The agreement became effective April 1, 2017 and has a term of 63 months. The agreement includes, among other various benefits, a pay adjustment and ratification bonus computed based on previous service. During the twelve months ended December 31, 2017, we expensed $18.7 million primarily related to a one-time payment to reduce our future 401K employer contribution for certain pilot groups, which is not recoverable once paid.
|
•
|
During the twelve months ended December 31, 2018, we terminated two contracts which incurred a total of $35.3 million in contract terminations expense. The transactions are described below:
|
◦
|
In February 2018, we exercised our right to terminate our aircraft purchase agreement with Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. To terminate the purchase agreement, we were obligated to repay Airbus for concessions received relating to a prior firm order, training credits, as well as forfeit the pre-delivery progress payments made towards the flight equipment. We recorded a contract terminations expense to reflect the termination penalty in our consolidated statements of operations.
|
◦
|
In January 2018, we entered into a transaction with our lessor to early terminate and purchase three Boeing 767-300 aircraft leases and concurrently entered into a forward sale agreement for the same three Boeing 767-300 aircraft, including two Pratt & Whitney 4060 engines for each aircraft. These aircraft were previously accounted for as operating leases. In order to exit the lease and purchase the aircraft, we agreed to pay a total of $67.1 million (net of all deposits) of which a portion was expensed immediately and recognized as a contract termination fee. The expensed amount represents the total purchase price amount over fair value of the aircraft purchased as of the date of the transaction.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Total
|
|
Diluted Per Share
|
|
Total
|
|
Diluted Per Share
|
|
Total
|
|
Diluted Per Share
|
||||||||||||
|
(in thousands, except for per share data)
|
||||||||||||||||||||||
GAAP net income, as reported
|
$
|
223,984
|
|
|
$
|
4.71
|
|
|
$
|
233,200
|
|
|
$
|
4.62
|
|
|
$
|
330,610
|
|
|
$
|
6.19
|
|
Add: impact of tax reform
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,978
|
)
|
|
(1.55
|
)
|
||||||
Add: changes in fair value of derivative contracts
|
(5,694
|
)
|
|
(0.13
|
)
|
|
19,973
|
|
|
0.39
|
|
|
(3,845
|
)
|
|
(0.07
|
)
|
||||||
Add: change in unrealized loss on foreign debt
|
696
|
|
|
0.02
|
|
|
380
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||||
Add: loss (gain) on sale of aircraft
|
(1,948
|
)
|
|
(0.04
|
)
|
|
309
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||||||
Add: contract terminations expense
|
—
|
|
|
—
|
|
|
35,322
|
|
|
0.70
|
|
|
—
|
|
|
—
|
|
||||||
Add: special items
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on sale of aircraft
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,771
|
|
|
0.09
|
|
||||||
Collective bargaining charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,679
|
|
|
0.35
|
|
||||||
Nonoperating
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partial settlement and curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,384
|
|
|
0.19
|
|
||||||
Loss on plan termination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,201
|
|
|
0.66
|
|
||||||
Tax effect of adjustments
|
1,845
|
|
|
0.04
|
|
|
(14,365
|
)
|
|
(0.29
|
)
|
|
(23,886
|
)
|
|
(0.45
|
)
|
||||||
Adjusted net income
|
$
|
218,883
|
|
|
$
|
4.60
|
|
|
$
|
274,819
|
|
|
$
|
5.44
|
|
|
$
|
288,936
|
|
|
$
|
5.41
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except for CASM figures)
|
||||||||||
GAAP operating expenses
|
$
|
2,504,751
|
|
|
$
|
2,523,043
|
|
|
$
|
2,211,107
|
|
Less: aircraft fuel, including taxes and delivery
|
(542,573
|
)
|
|
(599,544
|
)
|
|
(440,383
|
)
|
|||
Less: contract terminations expense
|
—
|
|
|
(35,322
|
)
|
|
—
|
|
|||
Less: loss (gain) on sale of aircraft
|
1,948
|
|
|
(309
|
)
|
|
—
|
|
|||
Less: special items
|
|
|
|
|
|
||||||
Loss on sale of aircraft
|
—
|
|
|
—
|
|
|
(4,771
|
)
|
|||
Collective bargaining charge
|
—
|
|
|
—
|
|
|
(18,679
|
)
|
|||
Adjusted operating expenses—excluding aircraft fuel, loss on sale of aircraft, contract terminations expense, and special items
|
$
|
1,964,126
|
|
|
$
|
1,887,868
|
|
|
$
|
1,747,274
|
|
Available Seat Miles
|
20,596,711
|
|
|
20,171,911
|
|
|
19,006,682
|
|
|||
CASM—GAAP
|
|
12.16
|
¢
|
|
|
12.51
|
¢
|
|
|
11.63
|
¢
|
Less: aircraft fuel, including taxes and delivery
|
(2.62
|
)
|
|
(2.97
|
)
|
|
(2.32
|
)
|
|||
Less: contract terminations expense
|
—
|
|
|
(0.18
|
)
|
|
—
|
|
|||
Less: loss (gain) on sale of aircraft
|
0.00
|
|
|
(0.00)
|
|
|
—
|
|
|||
Less: special items
|
|
|
|
|
|
||||||
Loss on sale of aircraft
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||
Collective bargaining charge
|
—
|
|
|
—
|
|
|
(0.10
|
)
|
|||
CASM—excluding aircraft fuel, loss on sale of aircraft, contract terminations expense, and special items
|
|
9.54
|
¢
|
|
|
9.36
|
¢
|
|
|
9.19
|
¢
|
^
|
Expected return on plan assets used to determine the net periodic benefit expense for 2020 is 6.76% for the pension plans and 4.90% for the disability plan.
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Increase in estimated 2020 pension expense
|
$
|
3.5
|
|
Increase in estimated 2020 disability benefit expense
|
0.4
|
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Increase in pension obligation as of December 31, 2019
|
$
|
54.6
|
|
Increase in other postretirement benefit obligation as of December 31, 2019
|
19.7
|
|
|
Decrease in estimated 2020 pension expense (operating and nonoperating)
|
(0.6
|
)
|
|
Increase in estimated 2020 other postretirement benefit expense (operating and nonoperating)
|
1.8
|
|
|
100 Basis Point Increase
|
||
|
(in millions)
|
||
Increase in other postretirement benefit obligation as of December 31, 2019
|
$
|
10.0
|
|
Increase in estimated 2020 other postretirement benefit expense (operating and nonoperating)
|
1.3
|
|
|
100 Basis Point Decrease
|
||
|
(in millions)
|
||
Decrease in other postretirement benefit obligation as of December 31, 2019
|
$
|
8.5
|
|
Increase in estimated 2020 other postretirement benefit expense (operating and nonoperating)
|
0.9
|
|
|
Page
|
Hawaiian Holdings, Inc.
|
|
|
|
Calculation and recognition of frequent flyer deferred revenue
|
Description of the Matter
|
|
At December 31, 2019, the frequent flyer deferred revenue liability was $350 million. Included in this obligation are revenues deferred from the sale of HawaiianMiles to partners, principally those under co-branded credit card arrangements and the value of miles earned by passengers for flights. As discussed in Note 1 to the consolidated financial statements, consideration from the sale of tickets is allocated between performance obligations; primarily travel and miles earned by passengers in the HawaiianMiles program. The allocated value of miles earned is deferred until free travel or other awards are used by the passenger, at which time, the value is recognized as revenue. The value of a ticket used in determination of the estimated selling price is based on the historical value of equivalent flights provided for loyalty awards and the related miles redeemed to obtain those awards adjusted for a breakage factor.
Auditing the frequent flyer deferred revenue was complex and highly judgmental due to significant estimation required in determining the value of loyalty awards. In particular, the amount of revenue allocated to the loyalty awards performance obligation is sensitive to estimated breakage.
|
How We Addressed the Matter in Our Audit
|
|
We tested internal controls that address the risks of material misstatement related to the measurement and valuation of the frequent flyer deferred revenue balance. For example, we tested controls over management’s review of significant assumptions and data inputs used in the calculation of estimated breakage rates.
To test the amount of revenue allocated to the loyalty performance obligation, our audit procedures included, among others, evaluating the methodology, significant assumptions, and underlying data utilized by the Company. We evaluated the methodology employed by management in their calculation of breakage for consistency with prior reporting periods and appropriateness based on the applicable accounting framework. We performed an analysis over the sensitivity of the deferred revenue balance to variations in the underlying data. For example, we modified the breakage rate to identify material fluctuations in the amount of revenue allocated to the loyalty performance obligation.
Further, we involved a valuation specialist to assist with our procedures. The procedures performed included evaluating the methodology and assumptions used by management to develop the breakage estimate using company-specific and industry information, as well as a comparison to the assumptions made in prior periods. We also tested the completeness and accuracy of the underlying data provided to management’s specialist.
|
/s/ ERNST & YOUNG LLP
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Operating Revenue:
|
|
|
|
|
|
|
|
|
|||
Passenger
|
$
|
2,597,772
|
|
|
$
|
2,602,793
|
|
|
$
|
2,486,827
|
|
Other
|
234,456
|
|
|
234,618
|
|
|
188,318
|
|
|||
Total
|
2,832,228
|
|
|
2,837,411
|
|
|
2,675,145
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
||||
Wages and benefits
|
723,656
|
|
|
684,719
|
|
|
632,997
|
|
|||
Aircraft fuel, including taxes and delivery
|
542,573
|
|
|
599,544
|
|
|
440,383
|
|
|||
Aircraft rent
|
118,904
|
|
|
125,961
|
|
|
137,764
|
|
|||
Maintenance materials and repairs
|
249,772
|
|
|
239,759
|
|
|
219,553
|
|
|||
Aircraft and passenger servicing
|
164,275
|
|
|
157,796
|
|
|
144,853
|
|
|||
Commissions and other selling
|
130,216
|
|
|
129,315
|
|
|
126,750
|
|
|||
Depreciation and amortization
|
158,906
|
|
|
139,866
|
|
|
113,277
|
|
|||
Other rentals and landing fees
|
129,622
|
|
|
126,903
|
|
|
116,763
|
|
|||
Purchased services
|
131,567
|
|
|
131,651
|
|
|
110,787
|
|
|||
Contract terminations expense
|
—
|
|
|
35,322
|
|
|
—
|
|
|||
Special items
|
—
|
|
|
—
|
|
|
23,450
|
|
|||
Other
|
155,260
|
|
|
152,207
|
|
|
144,530
|
|
|||
Total
|
2,504,751
|
|
|
2,523,043
|
|
|
2,211,107
|
|
|||
Operating Income
|
327,477
|
|
|
314,368
|
|
|
464,038
|
|
|||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
||||
Other nonoperating special items
|
—
|
|
|
—
|
|
|
(45,585
|
)
|
|||
Interest expense and amortization of debt discounts and issuance costs
|
(27,864
|
)
|
|
(33,001
|
)
|
|
(30,901
|
)
|
|||
Interest income
|
12,583
|
|
|
9,242
|
|
|
6,132
|
|
|||
Capitalized interest
|
4,492
|
|
|
7,887
|
|
|
8,437
|
|
|||
Other components of net periodic benefit cost, excluding settlements
|
(3,864
|
)
|
|
(825
|
)
|
|
(16,713
|
)
|
|||
Gains (losses) on fuel derivatives
|
(6,709
|
)
|
|
5,590
|
|
|
3,312
|
|
|||
Other, net
|
(1,119
|
)
|
|
(2,103
|
)
|
|
2,101
|
|
|||
Total
|
(22,481
|
)
|
|
(13,210
|
)
|
|
(73,217
|
)
|
|||
Income Before Income Taxes
|
304,996
|
|
|
301,158
|
|
|
390,821
|
|
|||
Income tax expense
|
81,012
|
|
|
67,958
|
|
|
60,211
|
|
|||
Net Income
|
$
|
223,984
|
|
|
$
|
233,200
|
|
|
$
|
330,610
|
|
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
4.72
|
|
|
$
|
4.63
|
|
|
$
|
6.23
|
|
Diluted
|
$
|
4.71
|
|
|
$
|
4.62
|
|
|
$
|
6.19
|
|
Weighted Average Number of Common Stock Shares Outstanding:
|
|
|
|
|
|
|
|
||||
Basic
|
47,435
|
|
|
50,338
|
|
|
53,074
|
|
|||
Diluted
|
47,546
|
|
|
50,488
|
|
|
53,413
|
|
|||
Cash Dividends Declared Per Common Share
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.12
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Net Income
|
$
|
223,984
|
|
|
$
|
233,200
|
|
|
$
|
330,610
|
|
Other Comprehensive Income (Loss), net:
|
|
|
|
|
|
|
|
|
|||
Net change related to employee benefit plans, net of tax benefit of $4,349 and $2,414 for 2019 and 2018, respectively, and net of tax expense of $22,321 for 2017
|
(12,173
|
)
|
|
(7,243
|
)
|
|
34,249
|
|
|||
Net change in derivative instruments, net of tax expense of $21 and $586 for 2019 and 2018, respectively, and tax benefit of $3,548 for 2017
|
24
|
|
|
1,799
|
|
|
(5,822
|
)
|
|||
Net change in available-for-sale investments, net of tax expense of $459 and $25 for 2019 and 2018, respectively, and tax benefit of $120 for 2017
|
1,406
|
|
|
78
|
|
|
(198
|
)
|
|||
Total Other Comprehensive Income (Loss)
|
(10,743
|
)
|
|
(5,366
|
)
|
|
28,229
|
|
|||
Total Comprehensive Income
|
$
|
213,241
|
|
|
$
|
227,834
|
|
|
$
|
358,839
|
|
|
2019
|
|
2018
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
|
|||
Current Assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
373,056
|
|
|
$
|
268,577
|
|
Short-term investments
|
245,599
|
|
|
232,241
|
|
||
Accounts receivable, net
|
97,380
|
|
|
111,834
|
|
||
Income taxes receivable
|
64,192
|
|
|
—
|
|
||
Spare parts and supplies, net
|
37,630
|
|
|
33,942
|
|
||
Prepaid expenses and other
|
56,849
|
|
|
58,573
|
|
||
Total
|
874,706
|
|
|
705,167
|
|
||
Property and equipment, net
|
2,316,772
|
|
|
2,185,111
|
|
||
Other Assets:
|
|
|
|
|
|||
Operating lease right-of-use assets
|
632,545
|
|
|
—
|
|
||
Long-term prepayments and other
|
182,438
|
|
|
185,556
|
|
||
Intangible assets, net
|
13,500
|
|
|
14,149
|
|
||
Goodwill
|
106,663
|
|
|
106,663
|
|
||
Total Assets
|
$
|
4,126,624
|
|
|
$
|
3,196,646
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|||
Current Liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
148,748
|
|
|
$
|
143,146
|
|
Air traffic liability and current frequent flyer deferred revenue
|
606,684
|
|
|
603,736
|
|
||
Other accrued liabilities
|
161,430
|
|
|
158,154
|
|
||
Current maturities of long-term debt, less discount
|
53,273
|
|
|
78,950
|
|
||
Current maturities of finance lease obligations
|
21,857
|
|
|
22,147
|
|
||
Current maturities of operating leases
|
83,224
|
|
|
—
|
|
||
Total
|
1,075,216
|
|
|
1,006,133
|
|
||
Long-Term Debt
|
547,254
|
|
|
378,352
|
|
||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|||
Noncurrent finance lease obligations
|
141,861
|
|
|
230,332
|
|
||
Noncurrent operating leases
|
514,685
|
|
|
—
|
|
||
Accumulated pension and other postretirement benefit obligations
|
203,596
|
|
|
182,620
|
|
||
Other liabilities and deferred credits
|
97,434
|
|
|
119,826
|
|
||
Noncurrent frequent flyer deferred revenue
|
175,218
|
|
|
163,619
|
|
||
Deferred tax liability, net
|
289,564
|
|
|
167,770
|
|
||
Total
|
1,422,358
|
|
|
864,167
|
|
||
Commitments and Contingent Liabilities
|
|
|
|
|
|
||
Shareholders' Equity:
|
|
|
|
|
|||
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at December 31, 2019 and 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share, 46,121,859 and 48,540,280 shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
461
|
|
|
485
|
|
||
Capital in excess of par value
|
135,651
|
|
|
128,448
|
|
||
Accumulated income
|
1,049,567
|
|
|
912,201
|
|
||
Accumulated other comprehensive loss, net
|
(103,883
|
)
|
|
(93,140
|
)
|
||
Total
|
1,081,796
|
|
|
947,994
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
4,126,624
|
|
|
$
|
3,196,646
|
|
|
Common
Stock(*) |
|
Special
Preferred Stock(**) |
|
Capital In Excess of Par Value
|
|
Accumulated Income
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
|
|
|
|
(in thousands)
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2016
|
$
|
534
|
|
|
$
|
—
|
|
|
$
|
127,266
|
|
|
$
|
568,760
|
|
|
$
|
(103,493
|
)
|
|
$
|
593,067
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
330,610
|
|
|
—
|
|
|
330,610
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,261
|
)
|
|
—
|
|
|
(6,261
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,229
|
|
|
28,229
|
|
||||||
Issuance of 247,852 shares of common stock, net of shares withheld for taxes
|
3
|
|
|
—
|
|
|
(7,535
|
)
|
|
—
|
|
|
—
|
|
|
(7,532
|
)
|
||||||
Repurchase and retirement of 2,509,633 shares common stock
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(99,975
|
)
|
|
—
|
|
|
(100,000
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
7,012
|
|
|
—
|
|
|
—
|
|
|
7,012
|
|
||||||
Balance at December 31, 2017
|
$
|
512
|
|
|
$
|
—
|
|
|
$
|
126,743
|
|
|
$
|
793,134
|
|
|
$
|
(75,264
|
)
|
|
$
|
845,125
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
233,200
|
|
|
—
|
|
|
233,200
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,171
|
)
|
|
—
|
|
|
(24,171
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,366
|
)
|
|
(5,366
|
)
|
||||||
Issuance of 182,843 shares of common stock, net of shares withheld for taxes
|
1
|
|
|
—
|
|
|
(3,645
|
)
|
|
—
|
|
|
—
|
|
|
(3,644
|
)
|
||||||
Repurchase and retirement of 2,816,016 shares common stock
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(102,472
|
)
|
|
—
|
|
|
(102,500
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
5,350
|
|
|
—
|
|
|
—
|
|
|
5,350
|
|
||||||
Cumulative effect of accounting change (ASU 2018-02)
|
—
|
|
|
—
|
|
|
—
|
|
|
12,510
|
|
|
(12,510
|
)
|
|
—
|
|
||||||
Balance at December 31, 2018
|
$
|
485
|
|
|
$
|
—
|
|
|
$
|
128,448
|
|
|
$
|
912,201
|
|
|
$
|
(93,140
|
)
|
|
$
|
947,994
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
223,984
|
|
|
—
|
|
|
223,984
|
|
||||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,774
|
)
|
|
—
|
|
|
(22,774
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,743
|
)
|
|
(10,743
|
)
|
||||||
Issuance of 97,263 shares of common stock, net of shares withheld for taxes
|
1
|
|
|
—
|
|
|
(1,050
|
)
|
|
—
|
|
|
—
|
|
|
(1,049
|
)
|
||||||
Repurchase and retirement of 2,515,684 shares common stock
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(68,744
|
)
|
|
—
|
|
|
(68,769
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
8,253
|
|
|
—
|
|
|
—
|
|
|
8,253
|
|
||||||
Cumulative effect of accounting change (ASU 2016-02), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4,900
|
|
|
—
|
|
|
4,900
|
|
||||||
Balance at December 31, 2019
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
135,651
|
|
|
$
|
1,049,567
|
|
|
$
|
(103,883
|
)
|
|
$
|
1,081,796
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
||||
Net Income
|
$
|
223,984
|
|
|
$
|
233,200
|
|
|
$
|
330,610
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets
|
649
|
|
|
1,038
|
|
|
1,224
|
|
|||
Depreciation and amortization of property and equipment
|
158,714
|
|
|
139,401
|
|
|
112,627
|
|
|||
Deferred income taxes, net
|
124,068
|
|
|
35,433
|
|
|
(1,095
|
)
|
|||
Stock compensation
|
8,253
|
|
|
5,349
|
|
|
7,286
|
|
|||
Loss on termination of lease
|
—
|
|
|
(1,201
|
)
|
|
—
|
|
|||
Amortization of debt discounts and issuance costs
|
2,976
|
|
|
4,482
|
|
|
5,252
|
|
|||
Employer contributions to pension and other postretirement plans
|
(7,169
|
)
|
|
(56,663
|
)
|
|
(153,959
|
)
|
|||
Pension and postretirement benefit cost
|
12,120
|
|
|
9,350
|
|
|
29,580
|
|
|||
Partial settlement and curtailment loss
|
—
|
|
|
—
|
|
|
45,585
|
|
|||
Change in unrealized (gain) loss on fuel derivative contracts
|
(5,694
|
)
|
|
19,973
|
|
|
(3,845
|
)
|
|||
Foreign currency debt remeasurement loss
|
493
|
|
|
380
|
|
|
—
|
|
|||
Other, net
|
2,564
|
|
|
8,610
|
|
|
11,170
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
(24,756
|
)
|
|
21,132
|
|
|
(40,782
|
)
|
|||
Income taxes receivable
|
19,605
|
|
|
—
|
|
|
—
|
|
|||
Spare parts and supplies, net
|
(8,767
|
)
|
|
(4,701
|
)
|
|
(21,964
|
)
|
|||
Prepaid expenses and other current assets
|
3,662
|
|
|
(149
|
)
|
|
1,915
|
|
|||
Accounts payable
|
6,244
|
|
|
2,926
|
|
|
21,964
|
|
|||
Air traffic liability
|
(3,071
|
)
|
|
7,830
|
|
|
57,474
|
|
|||
Other accrued liabilities
|
(43,034
|
)
|
|
18,329
|
|
|
(24,629
|
)
|
|||
Frequent flyer deferred revenue
|
17,618
|
|
|
20,668
|
|
|
28,662
|
|
|||
Other assets and liabilities, net
|
(3,319
|
)
|
|
43,121
|
|
|
(75,940
|
)
|
|||
Net cash provided by operating activities
|
485,140
|
|
|
508,508
|
|
|
331,135
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
||||
Additions to property and equipment, including pre-delivery deposits
|
(397,421
|
)
|
|
(486,777
|
)
|
|
(341,515
|
)
|
|||
Proceeds from purchase assignment and leaseback transactions
|
—
|
|
|
87,000
|
|
|
33,000
|
|
|||
Proceeds from disposition of equipment
|
9,595
|
|
|
46,714
|
|
|
941
|
|
|||
Purchases of investments
|
(312,768
|
)
|
|
(210,836
|
)
|
|
(231,393
|
)
|
|||
Sales of investments
|
301,662
|
|
|
247,423
|
|
|
244,261
|
|
|||
Other
|
(6,275
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(405,207
|
)
|
|
(316,476
|
)
|
|
(294,706
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
||||
Long-term borrowings
|
227,889
|
|
|
86,500
|
|
|
—
|
|
|||
Repayments of long-term debt and finance lease obligations
|
(109,128
|
)
|
|
(68,245
|
)
|
|
(61,486
|
)
|
|||
Dividend payments
|
(22,774
|
)
|
|
(24,171
|
)
|
|
(6,261
|
)
|
|||
Repurchases of common stock
|
(68,769
|
)
|
|
(102,500
|
)
|
|
(100,000
|
)
|
|||
Debt issuance costs
|
(1,623
|
)
|
|
(3,350
|
)
|
|
(188
|
)
|
|||
Payment for taxes withheld for stock compensation
|
(1,049
|
)
|
|
(3,642
|
)
|
|
(7,532
|
)
|
|||
Net cash provided by (used in) financing activities
|
24,546
|
|
|
(115,408
|
)
|
|
(175,467
|
)
|
|||
Net increase in cash and cash equivalents
|
104,479
|
|
|
76,624
|
|
|
(139,038
|
)
|
|||
Cash, cash equivalents, and restricted cash—Beginning of Year
|
268,577
|
|
|
191,953
|
|
|
330,991
|
|
|||
Cash, cash equivalents, and restricted cash—End of Year
|
$
|
373,056
|
|
|
$
|
268,577
|
|
|
$
|
191,953
|
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Flight equipment
|
$
|
2,622,504
|
|
|
$
|
2,307,033
|
|
Pre-delivery deposits on flight equipment
|
90,788
|
|
|
119,957
|
|
||
Other property and equipment
|
366,024
|
|
|
421,582
|
|
||
|
3,079,316
|
|
|
2,848,572
|
|
||
Less accumulated depreciation and amortization
|
(762,544
|
)
|
|
(663,461
|
)
|
||
Total property and equipment, net
|
2,316,772
|
|
|
2,185,111
|
|
Boeing 717-200 aircraft and engines
|
15-16 years, 5 - 34% residual value
|
Airbus A330-200 aircraft and engines
|
25 years, 10% residual value
|
Airbus A321neo aircraft and engines
|
25 years, 10% residual value
|
ATR turboprop aircraft and engines
|
10 years, 15% residual value
|
Flight and ground equipment under finance lease
|
Shorter of lease term or useful life
|
Major rotable parts
|
Average lease term or useful life for related aircraft, 10% - 15% residual value
|
Improvements to leased flight equipment and the cargo maintenance hangar
|
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
|
Derivative Type
|
|
Accounting Designation
|
|
Classification of Realized
Gains and Losses
|
|
Classification of Unrealized
Gains (Losses)
|
||
Foreign currency exchange contracts
|
|
Designated as cash flow hedges
|
|
Passenger revenue
|
|
AOCI
|
||
Fuel hedge contracts
|
|
Not designated as hedges
|
|
Gains (losses) on fuel derivatives
|
|
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
|
|
2019
|
|
2018
|
|
2017
|
|
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
|
|
$
|
(5,307
|
)
|
|
$
|
(1,380
|
)
|
|
$
|
(2,391
|
)
|
|
Passenger revenue
|
Total before tax
|
|
(5,307
|
)
|
|
(1,380
|
)
|
|
(2,391
|
)
|
|
|
|||
Tax expense
|
|
2,616
|
|
|
339
|
|
|
906
|
|
|
|
|||
Total, net of tax
|
|
$
|
(2,691
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
(1,485
|
)
|
|
|
Amortization of defined benefit pension items
|
|
|
|
|
|
|
|
|
|
|||||
Actuarial loss
|
|
$
|
3,201
|
|
|
$
|
2,708
|
|
|
$
|
8,792
|
|
|
Nonoperating Income (Expense), Other, net
|
Prior service cost
|
|
225
|
|
|
225
|
|
|
254
|
|
|
Nonoperating Income (Expense), Other, net
|
|||
Partial settlement and curtailment loss
|
|
—
|
|
|
—
|
|
|
10,384
|
|
|
Other nonoperating special items
|
|||
Loss on plan termination
|
|
—
|
|
|
—
|
|
|
35,201
|
|
|
Other nonoperating special items
|
|||
Total before tax
|
|
3,426
|
|
|
2,933
|
|
|
54,631
|
|
|
|
|||
Tax benefit
|
|
(902
|
)
|
|
(671
|
)
|
|
(21,519
|
)
|
|
|
|||
Total, net of tax
|
|
$
|
2,524
|
|
|
$
|
2,262
|
|
|
$
|
33,112
|
|
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||
Realized (gain) loss on sales of investments, net
|
|
(192
|
)
|
|
107
|
|
|
(32
|
)
|
|
Nonoperating Income (Expense), Other, net
|
|||
Total before tax
|
|
(192
|
)
|
|
107
|
|
|
(32
|
)
|
|
|
|||
Tax expense
|
|
47
|
|
|
(26
|
)
|
|
12
|
|
|
|
|||
Total, net of tax
|
|
(145
|
)
|
|
81
|
|
|
(20
|
)
|
|
|
|||
Total reclassifications for the period
|
|
$
|
(312
|
)
|
|
$
|
1,302
|
|
|
$
|
31,607
|
|
|
|
Year ended December 31, 2019
|
Foreign
Currency Derivatives |
|
Defined
Benefit Pension Items |
|
Short-Term Investments
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Beginning balance
|
$
|
3,317
|
|
|
$
|
(95,855
|
)
|
|
$
|
(602
|
)
|
|
$
|
(93,140
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
2,715
|
|
|
(14,697
|
)
|
|
1,551
|
|
|
(10,431
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
(2,691
|
)
|
|
2,524
|
|
|
(145
|
)
|
|
(312
|
)
|
||||
Net current-period other comprehensive income (loss), net of tax
|
24
|
|
|
(12,173
|
)
|
|
1,406
|
|
|
(10,743
|
)
|
||||
Ending balance
|
$
|
3,341
|
|
|
$
|
(108,028
|
)
|
|
$
|
804
|
|
|
$
|
(103,883
|
)
|
Year ended December 31, 2018
|
Foreign
Currency Derivatives |
|
Defined
Benefit Pension Items |
|
Short-Term Investments
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Beginning balance
|
$
|
1,249
|
|
|
$
|
(75,953
|
)
|
|
$
|
(560
|
)
|
|
$
|
(75,264
|
)
|
Reclassification of stranded tax effects (a)
|
269
|
|
|
(12,659
|
)
|
|
(120
|
)
|
|
(12,510
|
)
|
||||
Other comprehensive income (loss) before reclassifications, net of tax
|
2,840
|
|
|
(9,505
|
)
|
|
(3
|
)
|
|
(6,668
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
(1,041
|
)
|
|
2,262
|
|
|
81
|
|
|
1,302
|
|
||||
Net current-period other comprehensive income (loss), net of tax
|
1,799
|
|
|
(7,243
|
)
|
|
78
|
|
|
(5,366
|
)
|
||||
Ending balance
|
$
|
3,317
|
|
|
$
|
(95,855
|
)
|
|
$
|
(602
|
)
|
|
$
|
(93,140
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except for per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net Income
|
$
|
223,984
|
|
|
$
|
233,200
|
|
|
$
|
330,610
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding—Basic
|
47,435
|
|
|
50,338
|
|
|
53,074
|
|
|||
Assumed exercise of stock options and awards
|
111
|
|
|
150
|
|
|
339
|
|
|||
Weighted average common shares outstanding—Diluted
|
47,546
|
|
|
50,488
|
|
|
53,413
|
|
|||
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
4.72
|
|
|
$
|
4.63
|
|
|
$
|
6.23
|
|
Diluted
|
$
|
4.71
|
|
|
$
|
4.62
|
|
|
$
|
6.19
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
2,057,650
|
|
|
$
|
2,071,861
|
|
|
$
|
1,976,971
|
|
Pacific
|
774,578
|
|
|
765,550
|
|
|
698,174
|
|
|||
Total operating revenue
|
$
|
2,832,228
|
|
|
$
|
2,837,411
|
|
|
$
|
2,675,145
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Passenger Revenue by Type
|
|
(in thousands)
|
||||||||||
Passenger revenue, excluding frequent flyer
|
|
$
|
2,440,909
|
|
|
$
|
2,454,811
|
|
|
$
|
2,351,062
|
|
Frequent flyer revenue, transportation component
|
|
156,863
|
|
|
147,982
|
|
|
135,765
|
|
|||
Passenger Revenue
|
|
$
|
2,597,772
|
|
|
$
|
2,602,793
|
|
|
$
|
2,486,827
|
|
|
|
|
|
|
|
|
||||||
Other revenue (e.g. cargo and other miscellaneous)
|
|
$
|
147,237
|
|
|
$
|
163,140
|
|
|
$
|
142,172
|
|
Frequent flyer revenue, marketing and brand component
|
|
87,219
|
|
|
71,478
|
|
|
46,146
|
|
|||
Other Revenue
|
|
$
|
234,456
|
|
|
$
|
234,618
|
|
|
$
|
188,318
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Air traffic liability (current portion of frequent flyer deferred revenue)
|
$
|
174,588
|
|
|
$
|
168,570
|
|
Noncurrent frequent flyer deferred revenue
|
175,218
|
|
|
163,619
|
|
||
Total frequent flyer liability
|
$
|
349,806
|
|
|
$
|
332,189
|
|
December 31, 2019
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Corporate debt
|
|
$
|
99,793
|
|
|
$
|
925
|
|
|
$
|
(5
|
)
|
|
$
|
100,713
|
|
U.S. government and agency securities
|
|
75,334
|
|
|
235
|
|
|
(88
|
)
|
|
75,481
|
|
||||
Other fixed income securities
|
|
69,405
|
|
|
—
|
|
|
—
|
|
|
69,405
|
|
||||
Total short-term investments
|
|
$
|
244,532
|
|
|
$
|
1,160
|
|
|
$
|
(93
|
)
|
|
$
|
245,599
|
|
December 31, 2018
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Corporate debt
|
|
$
|
142,748
|
|
|
$
|
49
|
|
|
$
|
(695
|
)
|
|
$
|
142,102
|
|
U.S. government and agency securities
|
|
37,163
|
|
|
3
|
|
|
(59
|
)
|
|
37,107
|
|
||||
Municipal bonds
|
|
9,903
|
|
|
—
|
|
|
(32
|
)
|
|
9,871
|
|
||||
Other fixed income securities
|
|
43,183
|
|
|
2
|
|
|
(24
|
)
|
|
43,161
|
|
||||
Total short-term investments
|
|
$
|
232,997
|
|
|
$
|
54
|
|
|
$
|
(810
|
)
|
|
$
|
232,241
|
|
|
|
Under 1 Year
|
|
1 to 5 Years
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Corporate debt
|
|
$
|
29,639
|
|
|
$
|
71,074
|
|
|
$
|
100,713
|
|
U.S. government and agency securities
|
|
29,963
|
|
|
45,518
|
|
|
75,481
|
|
|||
Other fixed income securities
|
|
69,405
|
|
|
—
|
|
|
69,405
|
|
|||
Total short-term investments
|
|
$
|
129,007
|
|
|
$
|
116,592
|
|
|
$
|
245,599
|
|
|
Fair Value Measurements as of December 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
216,491
|
|
|
$
|
205,943
|
|
|
$
|
10,548
|
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
100,713
|
|
|
—
|
|
|
100,713
|
|
|
—
|
|
||||
U.S. government and agency securities
|
75,481
|
|
|
—
|
|
|
75,481
|
|
|
—
|
|
||||
Other fixed income securities
|
69,405
|
|
|
—
|
|
|
69,405
|
|
|
—
|
|
||||
Total short-term investments
|
245,599
|
|
|
—
|
|
|
245,599
|
|
|
—
|
|
||||
Fuel derivative contracts
|
5,878
|
|
|
—
|
|
|
5,878
|
|
|
—
|
|
||||
Foreign currency derivatives
|
4,424
|
|
|
—
|
|
|
4,424
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
472,392
|
|
|
$
|
205,943
|
|
|
$
|
266,449
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
593
|
|
|
—
|
|
|
593
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
593
|
|
|
$
|
—
|
|
|
$
|
593
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
121,154
|
|
|
$
|
42,175
|
|
|
$
|
78,979
|
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
142,102
|
|
|
—
|
|
|
142,102
|
|
|
—
|
|
||||
U.S. government and agency securities
|
37,107
|
|
|
—
|
|
|
37,107
|
|
|
—
|
|
||||
Municipal bonds
|
9,871
|
|
|
—
|
|
|
9,871
|
|
|
—
|
|
||||
Other fixed income securities
|
43,161
|
|
|
—
|
|
|
43,161
|
|
|
—
|
|
||||
Total short-term investments
|
232,241
|
|
|
—
|
|
|
232,241
|
|
|
—
|
|
||||
Fuel derivative contracts
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|
—
|
|
||||
Foreign currency derivatives
|
4,579
|
|
|
—
|
|
|
4,579
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
359,546
|
|
|
$
|
42,175
|
|
|
$
|
317,371
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
1,347
|
|
|
—
|
|
|
1,347
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
1,347
|
|
|
$
|
—
|
|
|
$
|
1,347
|
|
|
$
|
—
|
|
Fair Value of Debt
|
||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||||||||
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||||||||||||||||||||||||||
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||||||
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||
$
|
610,397
|
|
|
$
|
605,286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
605,286
|
|
|
$
|
467,760
|
|
|
$
|
461,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
461,805
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Gains (losses) realized at settlement
|
$
|
(12,403
|
)
|
|
$
|
25,563
|
|
|
$
|
(534
|
)
|
Prior period unrealized amounts
|
8,181
|
|
|
(11,792
|
)
|
|
(7,946
|
)
|
|||
Unrealized gains (losses) that will settle in future periods
|
(2,487
|
)
|
|
(8,181
|
)
|
|
11,792
|
|
|||
Gains (losses) on fuel derivatives recorded as nonoperating income (expense)
|
$
|
(6,709
|
)
|
|
$
|
5,590
|
|
|
$
|
3,312
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
19,270,650 Japanese Yen
44,468 Australian Dollars |
|
December 2020
|
|
$
|
3,787
|
|
|
$
|
(358
|
)
|
|
$
|
3,429
|
|
|
Long-term prepayments and other
|
|
5,487,250 Japanese Yen
8,429Australian Dollars |
|
December 2021
|
|
618
|
|
|
(193
|
)
|
|
425
|
|
|||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Other accrued liabilities
|
|
694,050 Japanese Yen
2,438 Australian Dollars |
|
March 2020
|
|
19
|
|
|
(42
|
)
|
|
(23
|
)
|
|||
Fuel derivative contracts
|
Prepaid expenses and other
|
|
97,986 gallons
|
|
December 2020
|
|
5,878
|
|
|
—
|
|
|
5,878
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Prepaid expenses and other
|
|
15,933,550 Japanese Yen
48,709 Australian Dollars |
|
December 2019
|
|
$
|
3,922
|
|
|
$
|
(915
|
)
|
|
$
|
3,007
|
|
|
Long-term prepayments and other
|
|
4,491,350 Japanese Yen
9,419 Australian Dollars |
|
December 2020
|
|
633
|
|
|
(292
|
)
|
|
341
|
|
|||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency derivatives
|
Other accrued liabilities
|
|
832,900 Japanese Yen
2,785 Australian Dollars |
|
March 2019
|
|
24
|
|
|
(140
|
)
|
|
(116
|
)
|
|||
Fuel derivative contracts
|
Prepaid expenses and other
|
|
95,256 gallons
|
|
December 2019
|
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|
(Gain) Loss recognized in AOCI on derivatives (effective portion)
|
|
(Gain) Loss reclassified from AOCI into income (effective portion)
|
||||||||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Foreign currency derivatives
|
$
|
(5,349
|
)
|
|
$
|
(3,766
|
)
|
|
$
|
6,983
|
|
|
$
|
(5,307
|
)
|
|
$
|
(1,380
|
)
|
|
$
|
(2,391
|
)
|
|
As of December 31, 2019
|
|
|
|
||||||||||
|
Gross carrying
value |
|
Accumulated
amortization |
|
Net book value
|
|
Approximate
useful life (years) |
|
||||||
|
(in thousands)
|
|
|
|
||||||||||
Trade name
|
13,500
|
|
|
—
|
|
|
13,500
|
|
|
Indefinite
|
|
|||
Other
|
1,388
|
|
|
(1,388
|
)
|
|
—
|
|
|
3
|
|
|||
Total intangible assets
|
$
|
14,888
|
|
|
$
|
(1,388
|
)
|
|
$
|
13,500
|
|
|
|
|
|
As of December 31, 2018
|
|
|
|
||||||||||
|
Gross carrying
value |
|
Accumulated
amortization |
|
Net book value
|
|
Approximate
useful life (years) |
|
||||||
|
(in thousands)
|
|
|
|
||||||||||
Favorable aircraft maintenance contracts
|
$
|
8,740
|
|
|
$
|
(8,284
|
)
|
|
$
|
456
|
|
|
14
|
(*)
|
Trade name
|
13,500
|
|
|
—
|
|
|
13,500
|
|
|
Indefinite
|
|
|||
Other
|
1,388
|
|
|
(1,195
|
)
|
|
193
|
|
|
3
|
|
|||
Total intangible assets
|
$
|
23,628
|
|
|
$
|
(9,479
|
)
|
|
$
|
14,149
|
|
|
|
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Class A EETC, fixed interest rate of 3.9%, semiannual principal and interest payments, remaining balance due at maturity in January 2026(1)
|
$
|
229,866
|
|
|
$
|
245,845
|
|
Class B EETC, fixed interest rate of 4.95%, semiannual principal and interest payments, remaining balance of due at maturity in January 2022(1)
|
82,036
|
|
|
88,608
|
|
||
Boeing 717-200 Aircraft Facility Agreements, fixed interest rate of 8%, monthly principal and interest payments, remaining balance due at maturity in June 2019
|
—
|
|
|
50,376
|
|
||
Japanese Yen denominated financing, fixed interest rate of 1.05%, quarterly principal and interest payments, remaining balance due at maturity in May 2030
|
39,170
|
|
|
42,116
|
|
||
Japanese Yen denominated financing, fixed interest rate of 1.01%, semiannual principal and interest payments, remaining balance due at maturity in June 2030
|
36,616
|
|
|
40,815
|
|
||
Japanese Yen denominated financing, fixed interest rate of 0.65%, quarterly principal and interest payments, remaining balance due at maturity in May 2030
|
133,970
|
|
|
—
|
|
||
Japanese Yen denominated financing, fixed interest rate of 0.76%, semiannual principal and interest payments, remaining balance due at maturity in June 2030
|
88,739
|
|
|
—
|
|
||
Unamortized debt discount and issuance costs
|
(9,870
|
)
|
|
(10,458
|
)
|
||
Total debt
|
$
|
600,527
|
|
|
$
|
457,302
|
|
Less: Current maturities of long-term debt
|
(53,273
|
)
|
|
(78,950
|
)
|
||
Long-Term Debt, less discount
|
$
|
547,254
|
|
|
$
|
378,352
|
|
2020
|
$
|
55,444
|
|
2021
|
82,576
|
|
|
2022
|
89,854
|
|
|
2023
|
54,835
|
|
|
2024
|
52,732
|
|
|
Thereafter
|
274,956
|
|
|
|
$
|
610,397
|
|
|
|
Classification on the Balance Sheet
|
|
December 31, 2019
|
||
|
|
|
|
(in thousands)
|
||
Assets:
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of use assets
|
|
$
|
632,545
|
|
Finance lease assets
|
|
Property and equipment, net
|
|
153,102
|
|
|
Total lease assets
|
|
|
|
$
|
785,647
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current maturities of operating leases
|
|
$
|
83,224
|
|
Finance
|
|
Current maturities of finance lease obligations
|
|
21,857
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Noncurrent operating leases
|
|
514,685
|
|
|
Finance
|
|
Finance lease obligations
|
|
141,861
|
|
|
Total lease liabilities
|
|
|
|
$
|
761,627
|
|
|
|
|
|
|
||
Weighted-average remaining lease term
|
|
|
|
|
||
Operating leases
|
|
|
|
10.7 years
|
|
|
Finance leases
|
|
|
|
8.6 years
|
|
|
Weighted-average discount rate
|
|
|
|
|
||
Operating leases (1)
|
|
|
|
4.67
|
%
|
|
Finance leases
|
|
|
|
4.45
|
%
|
|
|
Year ended December 31,
|
||
|
|
2019
|
||
|
|
(in thousands)
|
||
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
25,319
|
|
Interest of lease liabilities
|
|
8,249
|
|
|
Operating lease cost (1)
|
|
116,866
|
|
|
Short-term lease cost (1)
|
|
4,671
|
|
|
Variable lease cost (1)
|
|
126,989
|
|
|
Total lease cost
|
|
$
|
282,094
|
|
|
|
Year ended December 31,
|
|
|
|
2019
|
|
|
|
(in thousands)
|
|
Operating cash flows for operating leases
|
|
116,485
|
|
Operating cash flows for finance leases
|
|
8,223
|
|
Financing cash flows for finance lease
|
|
23,384
|
|
|
Finance Leases
|
|
Operating Leases
|
||||||||||||
|
Aircraft
|
|
Other
|
|
Aircraft
|
|
Other
|
||||||||
|
(in thousands)
|
||||||||||||||
2020
|
$
|
23,485
|
|
|
$
|
5,238
|
|
|
$
|
100,052
|
|
|
$
|
8,317
|
|
2021
|
23,500
|
|
|
3,912
|
|
|
91,654
|
|
|
8,542
|
|
||||
2022
|
23,472
|
|
|
3,578
|
|
|
82,327
|
|
|
8,963
|
|
||||
2023
|
23,012
|
|
|
5,019
|
|
|
74,809
|
|
|
9,193
|
|
||||
2024
|
16,709
|
|
|
236
|
|
|
68,959
|
|
|
9,423
|
|
||||
Thereafter
|
61,473
|
|
|
6,856
|
|
|
140,184
|
|
|
172,563
|
|
||||
Total minimum lease payments
|
171,651
|
|
|
24,839
|
|
|
$
|
557,985
|
|
|
$
|
217,001
|
|
||
Less: amounts representing interest
|
(27,786
|
)
|
|
(4,986
|
)
|
|
(77,547
|
)
|
|
(99,530
|
)
|
||||
Present value of future minimum lease payments
|
$
|
143,865
|
|
|
$
|
19,853
|
|
|
$
|
480,438
|
|
|
$
|
117,471
|
|
Less: current maturities of lease obligations
|
(17,432
|
)
|
|
(4,425
|
)
|
|
(80,060
|
)
|
|
(3,164
|
)
|
||||
Long-term lease obligations
|
$
|
126,433
|
|
|
$
|
15,428
|
|
|
$
|
400,378
|
|
|
$
|
114,307
|
|
|
Capital & Financing Leases
|
|
Operating Leases
|
||||||||||||
|
Aircraft
|
|
Other
|
|
Aircraft
|
|
Other
|
||||||||
|
(in thousands)
|
||||||||||||||
2019
|
$
|
24,850
|
|
|
$
|
7,909
|
|
|
$
|
106,448
|
|
|
$
|
5,730
|
|
2020
|
24,850
|
|
|
5,908
|
|
|
90,417
|
|
|
5,709
|
|
||||
2021
|
24,850
|
|
|
4,630
|
|
|
74,315
|
|
|
5,846
|
|
||||
2022
|
24,705
|
|
|
4,870
|
|
|
68,208
|
|
|
5,930
|
|
||||
2023
|
21,370
|
|
|
8,207
|
|
|
59,925
|
|
|
5,975
|
|
||||
Thereafter
|
75,891
|
|
|
111,651
|
|
|
159,271
|
|
|
89,699
|
|
||||
|
196,516
|
|
|
143,175
|
|
|
$
|
558,584
|
|
|
$
|
118,889
|
|
||
Less amounts representing interest
|
(35,502
|
)
|
|
(51,672
|
)
|
|
|
|
|
||||||
Present value of minimum capital & financing lease payments
|
$
|
161,014
|
|
|
$
|
91,503
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(46,764
|
)
|
|
$
|
23,438
|
|
|
$
|
49,835
|
|
State
|
3,708
|
|
|
9,087
|
|
|
11,471
|
|
|||
|
$
|
(43,056
|
)
|
|
$
|
32,525
|
|
|
$
|
61,306
|
|
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
109,489
|
|
|
$
|
29,782
|
|
|
$
|
(7,017
|
)
|
State
|
14,579
|
|
|
5,651
|
|
|
5,922
|
|
|||
|
$
|
124,068
|
|
|
$
|
35,433
|
|
|
$
|
(1,095
|
)
|
Income tax expense
|
$
|
81,012
|
|
|
$
|
67,958
|
|
|
$
|
60,211
|
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Income tax expense computed at the statutory federal rate
|
$
|
64,049
|
|
|
$
|
63,243
|
|
|
$
|
136,788
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|||
State income taxes, net of federal tax effect
|
14,446
|
|
|
11,643
|
|
|
11,095
|
|
|||
Nondeductible meals
|
756
|
|
|
797
|
|
|
1,146
|
|
|||
Tax Cuts and Jobs Act impact
|
—
|
|
|
(9,333
|
)
|
|
(82,978
|
)
|
|||
Excess tax benefits from stock issuance
|
—
|
|
|
(188
|
)
|
|
(5,288
|
)
|
|||
Other
|
1,761
|
|
|
1,796
|
|
|
(552
|
)
|
|||
Income tax expense
|
$
|
81,012
|
|
|
$
|
67,958
|
|
|
$
|
60,211
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Accumulated pension and other postretirement benefits
|
$
|
51,416
|
|
|
$
|
45,663
|
|
Operating leases liabilities
|
147,929
|
|
|
—
|
|
||
Finance leases
|
2,909
|
|
|
3,515
|
|
||
Air traffic liability and frequent flyer liability
|
57,240
|
|
|
70,206
|
|
||
Partnership deferred revenue
|
9,086
|
|
|
9,697
|
|
||
Federal and state net operating loss carryforwards
|
11,540
|
|
|
2,547
|
|
||
Accrued compensation
|
16,430
|
|
|
15,843
|
|
||
Other accrued assets
|
12,609
|
|
|
11,758
|
|
||
Other assets
|
10,124
|
|
|
16,421
|
|
||
Total gross deferred tax assets
|
319,283
|
|
|
175,650
|
|
||
Less: Valuation allowance
|
(2,547
|
)
|
|
(2,547
|
)
|
||
Net deferred tax assets
|
$
|
316,736
|
|
|
$
|
173,103
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Intangible assets
|
$
|
(3,216
|
)
|
|
$
|
(3,297
|
)
|
Property and equipment, principally accelerated depreciation
|
(433,395
|
)
|
|
(324,614
|
)
|
||
Operating lease right-of-use assets
|
(159,601
|
)
|
|
—
|
|
||
Other liabilities
|
(10,088
|
)
|
|
(12,962
|
)
|
||
Total deferred tax liabilities
|
(606,300
|
)
|
|
(340,873
|
)
|
||
Net deferred tax liability
|
$
|
(289,564
|
)
|
|
$
|
(167,770
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Balance at January 1
|
$
|
5,086
|
|
|
$
|
4,081
|
|
|
$
|
3,329
|
|
Increases related to prior year tax positions
|
118
|
|
|
336
|
|
|
253
|
|
|||
Increases related to current year tax positions
|
1,059
|
|
|
669
|
|
|
499
|
|
|||
Balance at December 31
|
$
|
6,263
|
|
|
$
|
5,086
|
|
|
$
|
4,081
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Operating
|
|
|
|
|
|
||||||
Contract terminations expense (1)
|
$
|
—
|
|
|
$
|
35,322
|
|
|
$
|
—
|
|
Operating special items:
|
|
|
|
|
|
||||||
Loss on sale of aircraft (3)
|
—
|
|
|
—
|
|
|
4,771
|
|
|||
Collective bargaining agreement (4)
|
—
|
|
|
—
|
|
|
18,679
|
|
|||
Total Contract terminations expense and Operating special items
|
$
|
—
|
|
|
$
|
35,322
|
|
|
$
|
23,450
|
|
Nonoperating
|
|
|
|
|
|
||||||
Other nonoperating special items:
|
|
|
|
|
|
||||||
Partial settlement and curtailment loss (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,384
|
|
Loss on plan termination (2)
|
—
|
|
|
—
|
|
|
35,201
|
|
|||
Total Other nonoperating special items
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,585
|
|
|
2019
|
|
2018
|
||||||||||||
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
||||||||
|
(in thousands)
|
||||||||||||||
Change in projected benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligations, beginning of year
|
$
|
(398,087
|
)
|
|
$
|
(122,648
|
)
|
|
$
|
(426,066
|
)
|
|
$
|
(120,417
|
)
|
Service cost
|
(175
|
)
|
|
(8,255
|
)
|
|
(352
|
)
|
|
(8,119
|
)
|
||||
Interest cost
|
(16,910
|
)
|
|
(5,472
|
)
|
|
(15,599
|
)
|
|
(4,708
|
)
|
||||
Actuarial gains (losses)
|
(52,208
|
)
|
|
(16,113
|
)
|
|
22,677
|
|
|
6,007
|
|
||||
Benefits paid
|
22,484
|
|
|
5,250
|
|
|
21,253
|
|
|
4,639
|
|
||||
Less: federal subsidy on benefits paid
|
N/A
|
|
|
(48
|
)
|
|
N/A
|
|
|
(50
|
)
|
||||
Benefit obligation at end of year (a)
|
$
|
(444,896
|
)
|
|
$
|
(147,286
|
)
|
|
$
|
(398,087
|
)
|
|
$
|
(122,648
|
)
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of assets, beginning of year
|
$
|
308,024
|
|
|
$
|
26,363
|
|
|
$
|
296,386
|
|
|
$
|
26,078
|
|
Actual return on plan assets
|
65,820
|
|
|
4,532
|
|
|
(17,339
|
)
|
|
(1,697
|
)
|
||||
Employer contribution
|
461
|
|
|
6,900
|
|
|
50,230
|
|
|
6,621
|
|
||||
Benefits paid
|
(22,484
|
)
|
|
(5,250
|
)
|
|
(21,253
|
)
|
|
(4,639
|
)
|
||||
Fair value of assets at end of year
|
$
|
351,821
|
|
|
$
|
32,545
|
|
|
$
|
308,024
|
|
|
$
|
26,363
|
|
Unfunded status at December 31
|
$
|
(93,075
|
)
|
|
$
|
(114,741
|
)
|
|
$
|
(90,063
|
)
|
|
$
|
(96,285
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current benefit liability
|
$
|
(667
|
)
|
|
$
|
(3,553
|
)
|
|
$
|
(386
|
)
|
|
$
|
(3,342
|
)
|
Noncurrent benefit liability
|
(92,408
|
)
|
|
(111,188
|
)
|
|
(89,677
|
)
|
|
(92,943
|
)
|
||||
|
$
|
(93,075
|
)
|
|
$
|
(114,741
|
)
|
|
$
|
(90,063
|
)
|
|
$
|
(96,285
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unamortized actuarial loss (gain)
|
$
|
127,367
|
|
|
$
|
(1,662
|
)
|
|
$
|
124,560
|
|
|
$
|
(15,606
|
)
|
Prior service cost (credit)
|
—
|
|
|
1,512
|
|
|
—
|
|
|
1,737
|
|
||||
|
$
|
127,367
|
|
|
$
|
(150
|
)
|
|
$
|
124,560
|
|
|
$
|
(13,869
|
)
|
(a)
|
The accumulated pension benefit obligation as of December 31, 2019 and 2018 was $444.9 million and $397.5 million, respectively.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
|
Pension
|
|
Other
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
175
|
|
|
$
|
8,255
|
|
|
$
|
352
|
|
|
$
|
8,119
|
|
|
$
|
480
|
|
|
$
|
12,403
|
|
Other cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost
|
16,910
|
|
|
5,472
|
|
|
15,599
|
|
|
4,708
|
|
|
18,042
|
|
|
8,022
|
|
||||||
Expected return on plan assets
|
(20,519
|
)
|
|
(1,421
|
)
|
|
(20,948
|
)
|
|
(1,413
|
)
|
|
(17,291
|
)
|
|
(1,106
|
)
|
||||||
Recognized net actuarial loss (gain)
|
4,103
|
|
|
(902
|
)
|
|
3,482
|
|
|
(774
|
)
|
|
9,033
|
|
|
(241
|
)
|
||||||
Prior service cost (credit)
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
|
(28
|
)
|
|
282
|
|
||||||
Total other components of the net periodic benefit cost
|
$
|
494
|
|
|
$
|
3,374
|
|
|
$
|
(1,867
|
)
|
|
$
|
2,746
|
|
|
$
|
9,756
|
|
|
$
|
6,957
|
|
Settlement and curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,201
|
|
|
10,384
|
|
||||||
Net periodic benefit cost
|
$
|
669
|
|
|
$
|
11,629
|
|
|
$
|
(1,515
|
)
|
|
$
|
10,865
|
|
|
$
|
45,437
|
|
|
$
|
29,744
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current year actuarial (gain) loss
|
$
|
6,907
|
|
|
$
|
13,041
|
|
|
$
|
15,625
|
|
|
$
|
(2,858
|
)
|
|
$
|
17,414
|
|
|
$
|
(18,972
|
)
|
Current year prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
||||||
Amortization of actuarial gain (loss)
|
(4,103
|
)
|
|
902
|
|
|
(3,482
|
)
|
|
774
|
|
|
(9,033
|
)
|
|
241
|
|
||||||
Amortization of prior service credit (cost)
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|
28
|
|
|
(282
|
)
|
||||||
Settlement and curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,201
|
)
|
|
(10,384
|
)
|
||||||
Total recognized in other comprehensive loss
|
$
|
2,804
|
|
|
$
|
13,718
|
|
|
$
|
12,143
|
|
|
$
|
(2,309
|
)
|
|
$
|
(26,792
|
)
|
|
$
|
(29,778
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
3,473
|
|
|
$
|
25,347
|
|
|
$
|
10,628
|
|
|
$
|
8,556
|
|
|
$
|
18,645
|
|
|
$
|
(34
|
)
|
|
Pension
|
|
Postretirement
|
|
Disability
|
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||
Discount rate to determine net periodic benefit expense
|
4.35
|
%
|
|
3.70
|
%
|
|
4.36
|
%
|
|
3.71
|
%
|
|
4.39
|
%
|
|
3.72
|
%
|
|
Discount rate to determine projected benefit obligation
|
3.38
|
%
|
|
4.35
|
%
|
|
3.38
|
%
|
|
4.36
|
%
|
|
3.40
|
%
|
|
4.39
|
%
|
|
Expected return on plan assets
|
6.91
|
%
|
**
|
7.33
|
%
|
|
N/A
|
|
|
N/A
|
|
|
4.90
|
%
|
**
|
4.90
|
%
|
|
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
|
|
|
6.75
|
%
|
|
7.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Years to reach ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
4
|
|
|
5
|
|
|
N/A
|
|
|
N/A
|
|
|
Health care trend rate to determine projected benefit obligation
|
N/A
|
|
|
N/A
|
|
|
6.50
|
%
|
|
6.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
4.75
|
%
|
|
4.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Years to reach ultimate trend rate
|
N/A
|
|
|
N/A
|
|
|
7
|
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|
|
100 Basis
Point Increase |
|
100 Basis
Point Decrease |
||||
|
(in thousands)
|
||||||
Effect on postretirement benefit obligation at December 31, 2019
|
$
|
9,961
|
|
|
$
|
(8,525
|
)
|
Effect on total service and interest cost for the year ended December 31, 2019
|
874
|
|
|
(732
|
)
|
|
Pension
|
|
Other
|
||||
|
(in thousands)
|
||||||
Actuarial (gain) loss
|
$
|
4,073
|
|
|
$
|
(385
|
)
|
Amortization of prior service cost
|
—
|
|
|
225
|
|
||
To be recognized in net periodic benefit cost from accumulated other comprehensive (gain) loss
|
$
|
4,073
|
|
|
$
|
(160
|
)
|
|
Asset Allocation for Pilots pension and VEBA Plans
|
||||
|
2019
|
|
Target
|
||
Equity securities
|
60
|
%
|
|
60
|
%
|
Fixed income securities
|
35
|
%
|
|
35
|
%
|
Real estate investment trusts
|
5
|
%
|
|
5
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements as of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Pension Plan Assets:
|
|
|
|
|
|
||
Equity index funds
|
$
|
214,319
|
|
|
$
|
175,583
|
|
Fixed income funds
|
118,321
|
|
|
110,650
|
|
||
Real estate investment fund
|
16,778
|
|
|
14,718
|
|
||
Insurance company pooled separate account
|
2,407
|
|
|
7,076
|
|
||
Total
|
$
|
351,825
|
|
|
$
|
308,027
|
|
Postretirement Assets:
|
|
|
|
|
|
||
Common collective trust fund
|
$
|
32,366
|
|
|
$
|
26,217
|
|
|
|
|
|
Other Benefits
|
||||||||
|
|
Pension
Benefits |
|
Gross
|
|
Expected
Federal Subsidy |
||||||
|
|
(in thousands)
|
||||||||||
2020
|
|
$
|
24,498
|
|
|
$
|
5,852
|
|
|
$
|
—
|
|
2021
|
|
25,492
|
|
|
6,436
|
|
|
—
|
|
|||
2022
|
|
26,098
|
|
|
7,093
|
|
|
—
|
|
|||
2023
|
|
26,644
|
|
|
7,816
|
|
|
—
|
|
|||
2024
|
|
26,948
|
|
|
8,513
|
|
|
—
|
|
|||
2025 - 2029
|
|
134,719
|
|
|
50,811
|
|
|
—
|
|
|||
|
|
$
|
264,399
|
|
|
$
|
86,521
|
|
|
$
|
—
|
|
|
Number of units
|
|
Weighted
average grant date fair value |
|||
Non-vested at January 1, 2017
|
422,297
|
|
|
$
|
14.00
|
|
Granted
|
355,897
|
|
|
43.51
|
|
|
Vested
|
(358,619
|
)
|
|
12.71
|
|
|
Forfeited
|
(37,619
|
)
|
|
27.60
|
|
|
Non-vested at December 31, 2017
|
381,956
|
|
|
$
|
28.03
|
|
Granted
|
160,348
|
|
|
39.09
|
|
|
Vested
|
(211,053
|
)
|
|
26.28
|
|
|
Forfeited
|
(69,399
|
)
|
|
39.42
|
|
|
Non-vested at December 31, 2018
|
261,852
|
|
|
$
|
33.01
|
|
Granted
|
114,858
|
|
|
31.74
|
|
|
Vested
|
(56,641
|
)
|
|
36.45
|
|
|
Forfeited
|
(18,486
|
)
|
|
34.32
|
|
|
Non-vested at December 31, 2019
|
301,583
|
|
|
$
|
33.40
|
|
|
Number of units
|
|
Weighted
average grant date fair value |
|||
Non-vested at January 1, 2017
|
195,449
|
|
|
$
|
24.29
|
|
Granted
|
22,898
|
|
|
49.95
|
|
|
Vested
|
(110,575
|
)
|
|
23.80
|
|
|
Forfeited
|
(16,394
|
)
|
|
26.71
|
|
|
Non-vested at December 31, 2017
|
91,378
|
|
|
$
|
28.12
|
|
Granted
|
128,617
|
|
|
38.71
|
|
|
Vested
|
(68,803
|
)
|
|
38.98
|
|
|
Forfeited
|
(8,241
|
)
|
|
38.03
|
|
|
Non-vested at December 31, 2018
|
142,951
|
|
|
$
|
38.77
|
|
Granted
|
176,326
|
|
|
29.01
|
|
|
Vested
|
(75,638
|
)
|
|
38.39
|
|
|
Forfeited
|
(10,357
|
)
|
|
31.00
|
|
|
Non-vested at December 31, 2019
|
233,282
|
|
|
$
|
31.80
|
|
|
Aircraft and aircraft related
|
|
Other
|
|
Total Committed
Expenditures |
||||||
|
(in thousands)
|
||||||||||
2020
|
$
|
177,643
|
|
|
$
|
83,130
|
|
|
$
|
260,773
|
|
2021
|
312,335
|
|
|
82,839
|
|
|
395,174
|
|
|||
2022
|
433,245
|
|
|
72,738
|
|
|
505,983
|
|
|||
2023
|
243,805
|
|
|
65,036
|
|
|
308,841
|
|
|||
2024
|
350,408
|
|
|
57,335
|
|
|
407,743
|
|
|||
Thereafter
|
110,175
|
|
|
131,267
|
|
|
241,442
|
|
|||
|
$
|
1,627,611
|
|
|
$
|
492,345
|
|
|
$
|
2,119,956
|
|
Aircraft Type
|
Firm
Orders |
|
Purchase
Rights |
|
Expected Delivery Dates
|
||
A321neo aircraft
|
1
|
|
|
9
|
|
|
In 2020
|
B787-9 aircraft
|
10
|
|
|
10
|
|
|
Between 2021 and 2025
|
Pratt & Whitney spare engines:
|
|
|
|
|
|
||
A321neo spare engines
|
—
|
|
|
2
|
|
|
N/A
|
General Electric GEnx spare engines:
|
|
|
|
|
|
|
|
B787-9 spare engines
|
2
|
|
|
2
|
|
|
Between 2021 and 2025
|
|
Year Ended December 31,
|
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|
||||||||||
Cash payments for interest (net of amounts capitalized)
|
$
|
20,346
|
|
|
$
|
24,343
|
|
|
$
|
23,134
|
|
|
Cash payments for income taxes
|
25,809
|
|
|
16,063
|
|
|
65,812
|
|
|
|||
Investing and Financing Activities Not Affecting Cash:
|
|
|
|
|
|
|
|
|
|
|||
Property and equipment acquired through a finance lease
|
6,567
|
|
|
119,530
|
|
|
72,996
|
|
*
|
|||
Right-of-use assets acquired under operating leases
|
74,529
|
|
|
—
|
|
|
—
|
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
2,830,133
|
|
|
$
|
12,202
|
|
|
$
|
(10,107
|
)
|
|
$
|
2,832,228
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
542,573
|
|
|
—
|
|
|
—
|
|
|
542,573
|
|
|||||
Wages and benefits
|
—
|
|
|
723,656
|
|
|
—
|
|
|
—
|
|
|
723,656
|
|
|||||
Aircraft rent
|
—
|
|
|
118,380
|
|
|
524
|
|
|
—
|
|
|
118,904
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
238,198
|
|
|
12,207
|
|
|
(633
|
)
|
|
249,772
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
164,275
|
|
|
—
|
|
|
—
|
|
|
164,275
|
|
|||||
Commissions and other selling
|
11
|
|
|
130,226
|
|
|
138
|
|
|
(159
|
)
|
|
130,216
|
|
|||||
Depreciation and amortization
|
—
|
|
|
151,337
|
|
|
7,569
|
|
|
—
|
|
|
158,906
|
|
|||||
Other rentals and landing fees
|
—
|
|
|
129,642
|
|
|
27
|
|
|
(47
|
)
|
|
129,622
|
|
|||||
Purchased services
|
284
|
|
|
139,145
|
|
|
1,201
|
|
|
(9,063
|
)
|
|
131,567
|
|
|||||
Other
|
5,991
|
|
|
147,378
|
|
|
2,096
|
|
|
(205
|
)
|
|
155,260
|
|
|||||
Total
|
6,286
|
|
|
2,484,810
|
|
|
23,762
|
|
|
(10,107
|
)
|
|
2,504,751
|
|
|||||
Operating Income (Loss)
|
(6,286
|
)
|
|
345,323
|
|
|
(11,560
|
)
|
|
—
|
|
|
327,477
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
228,934
|
|
|
—
|
|
|
—
|
|
|
(228,934
|
)
|
|
—
|
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
—
|
|
|
(27,848
|
)
|
|
(16
|
)
|
|
—
|
|
|
(27,864
|
)
|
|||||
Interest income
|
28
|
|
|
12,555
|
|
|
—
|
|
|
—
|
|
|
12,583
|
|
|||||
Capitalized interest
|
—
|
|
|
4,492
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
|||||
Other components of net periodic benefit cost
|
—
|
|
|
(3,864
|
)
|
|
—
|
|
|
—
|
|
|
(3,864
|
)
|
|||||
Losses on fuel derivatives
|
—
|
|
|
(6,709
|
)
|
|
—
|
|
|
—
|
|
|
(6,709
|
)
|
|||||
Other, net
|
(8
|
)
|
|
(1,104
|
)
|
|
(7
|
)
|
|
—
|
|
|
(1,119
|
)
|
|||||
Total
|
228,954
|
|
|
(22,478
|
)
|
|
(23
|
)
|
|
(228,934
|
)
|
|
(22,481
|
)
|
|||||
Income (Loss) Before Income Taxes
|
222,668
|
|
|
322,845
|
|
|
(11,583
|
)
|
|
(228,934
|
)
|
|
304,996
|
|
|||||
Income tax expense (benefit)
|
(1,316
|
)
|
|
84,760
|
|
|
(2,432
|
)
|
|
—
|
|
|
81,012
|
|
|||||
Net Income (Loss)
|
$
|
223,984
|
|
|
$
|
238,085
|
|
|
$
|
(9,151
|
)
|
|
$
|
(228,934
|
)
|
|
$
|
223,984
|
|
Comprehensive Income (Loss)
|
$
|
213,241
|
|
|
$
|
227,342
|
|
|
$
|
(9,151
|
)
|
|
$
|
(218,191
|
)
|
|
$
|
213,241
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
2,827,215
|
|
|
$
|
10,601
|
|
|
$
|
(405
|
)
|
|
$
|
2,837,411
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
599,544
|
|
|
—
|
|
|
—
|
|
|
599,544
|
|
|||||
Wages and benefits
|
—
|
|
|
684,719
|
|
|
—
|
|
|
—
|
|
|
684,719
|
|
|||||
Aircraft rent
|
—
|
|
|
125,883
|
|
|
78
|
|
|
—
|
|
|
125,961
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
233,503
|
|
|
6,256
|
|
|
—
|
|
|
239,759
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
157,796
|
|
|
—
|
|
|
—
|
|
|
157,796
|
|
|||||
Commissions and other selling
|
(5
|
)
|
|
129,332
|
|
|
128
|
|
|
(140
|
)
|
|
129,315
|
|
|||||
Depreciation and amortization
|
—
|
|
|
134,651
|
|
|
5,215
|
|
|
—
|
|
|
139,866
|
|
|||||
Other rentals and landing fees
|
—
|
|
|
126,509
|
|
|
394
|
|
|
—
|
|
|
126,903
|
|
|||||
Purchased services
|
195
|
|
|
130,665
|
|
|
852
|
|
|
(61
|
)
|
|
131,651
|
|
|||||
Contract terminations expense
|
—
|
|
|
35,322
|
|
|
—
|
|
|
—
|
|
|
35,322
|
|
|||||
Other
|
6,527
|
|
|
142,125
|
|
|
3,759
|
|
|
(204
|
)
|
|
152,207
|
|
|||||
Total
|
6,717
|
|
|
2,500,049
|
|
|
16,682
|
|
|
(405
|
)
|
|
2,523,043
|
|
|||||
Operating Income (Loss)
|
(6,717
|
)
|
|
327,166
|
|
|
(6,081
|
)
|
|
—
|
|
|
314,368
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
238,365
|
|
|
—
|
|
|
—
|
|
|
(238,365
|
)
|
|
—
|
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
(3
|
)
|
|
(32,861
|
)
|
|
(137
|
)
|
|
—
|
|
|
(33,001
|
)
|
|||||
Interest income
|
185
|
|
|
9,057
|
|
|
—
|
|
|
—
|
|
|
9,242
|
|
|||||
Capitalized interest
|
—
|
|
|
7,887
|
|
|
—
|
|
|
—
|
|
|
7,887
|
|
|||||
Other components of net periodic benefit cost
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
|||||
Gains on fuel derivatives
|
—
|
|
|
5,590
|
|
|
—
|
|
|
—
|
|
|
5,590
|
|
|||||
Other, net
|
(4
|
)
|
|
(2,117
|
)
|
|
18
|
|
|
—
|
|
|
(2,103
|
)
|
|||||
Total
|
238,543
|
|
|
(13,269
|
)
|
|
(119
|
)
|
|
(238,365
|
)
|
|
(13,210
|
)
|
|||||
Income (Loss) Before Income Taxes
|
231,826
|
|
|
313,897
|
|
|
(6,200
|
)
|
|
(238,365
|
)
|
|
301,158
|
|
|||||
Income tax expense (benefit)
|
(1,374
|
)
|
|
70,634
|
|
|
(1,302
|
)
|
|
—
|
|
|
67,958
|
|
|||||
Net Income (Loss)
|
$
|
233,200
|
|
|
$
|
243,263
|
|
|
$
|
(4,898
|
)
|
|
$
|
(238,365
|
)
|
|
$
|
233,200
|
|
Comprehensive Income (Loss)
|
$
|
227,834
|
|
|
$
|
237,897
|
|
|
$
|
(4,898
|
)
|
|
$
|
(232,999
|
)
|
|
$
|
227,834
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Revenue
|
$
|
—
|
|
|
$
|
2,667,435
|
|
|
$
|
8,102
|
|
|
$
|
(392
|
)
|
|
$
|
2,675,145
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Aircraft fuel, including taxes and delivery
|
—
|
|
|
440,383
|
|
|
—
|
|
|
—
|
|
|
440,383
|
|
|||||
Wages and benefits
|
—
|
|
|
632,997
|
|
|
—
|
|
|
—
|
|
|
632,997
|
|
|||||
Aircraft rent
|
—
|
|
|
137,289
|
|
|
475
|
|
|
—
|
|
|
137,764
|
|
|||||
Maintenance materials and repairs
|
—
|
|
|
215,473
|
|
|
4,080
|
|
|
—
|
|
|
219,553
|
|
|||||
Aircraft and passenger servicing
|
—
|
|
|
144,853
|
|
|
—
|
|
|
—
|
|
|
144,853
|
|
|||||
Commissions and other selling
|
84
|
|
|
126,674
|
|
|
129
|
|
|
(137
|
)
|
|
126,750
|
|
|||||
Depreciation and amortization
|
—
|
|
|
109,458
|
|
|
3,819
|
|
|
—
|
|
|
113,277
|
|
|||||
Other rentals and landing fees
|
—
|
|
|
116,763
|
|
|
—
|
|
|
—
|
|
|
116,763
|
|
|||||
Purchased services
|
478
|
|
|
109,436
|
|
|
933
|
|
|
(60
|
)
|
|
110,787
|
|
|||||
Special items
|
—
|
|
|
23,450
|
|
|
—
|
|
|
—
|
|
|
23,450
|
|
|||||
Other
|
5,393
|
|
|
137,494
|
|
|
1,838
|
|
|
(195
|
)
|
|
144,530
|
|
|||||
Total
|
5,955
|
|
|
2,194,270
|
|
|
11,274
|
|
|
(392
|
)
|
|
2,211,107
|
|
|||||
Operating Income (Loss)
|
(5,955
|
)
|
|
473,165
|
|
|
(3,172
|
)
|
|
—
|
|
|
464,038
|
|
|||||
Nonoperating Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Undistributed net income of subsidiaries
|
333,476
|
|
|
—
|
|
|
—
|
|
|
(333,476
|
)
|
|
—
|
|
|||||
Other nonoperating special items
|
—
|
|
|
(45,585
|
)
|
|
—
|
|
|
—
|
|
|
(45,585
|
)
|
|||||
Interest expense and amortization of debt discounts and issuance costs
|
—
|
|
|
(30,901
|
)
|
|
—
|
|
|
—
|
|
|
(30,901
|
)
|
|||||
Interest income
|
—
|
|
|
5,830
|
|
|
302
|
|
|
—
|
|
|
6,132
|
|
|||||
Capitalized interest
|
—
|
|
|
8,437
|
|
|
—
|
|
|
—
|
|
|
8,437
|
|
|||||
Other components of net periodic benefit cost
|
—
|
|
|
(16,713
|
)
|
|
—
|
|
|
—
|
|
|
(16,713
|
)
|
|||||
Gains on fuel derivatives
|
—
|
|
|
3,312
|
|
|
—
|
|
|
—
|
|
|
3,312
|
|
|||||
Other, net
|
—
|
|
|
2,101
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
|||||
Total
|
333,476
|
|
|
(73,519
|
)
|
|
302
|
|
|
(333,476
|
)
|
|
(73,217
|
)
|
|||||
Income (Loss) Before Income Taxes
|
327,521
|
|
|
399,646
|
|
|
(2,870
|
)
|
|
(333,476
|
)
|
|
390,821
|
|
|||||
Income tax expense (benefit)
|
(3,089
|
)
|
|
63,300
|
|
|
—
|
|
|
—
|
|
|
60,211
|
|
|||||
Net Income (Loss)
|
$
|
330,610
|
|
|
$
|
336,346
|
|
|
$
|
(2,870
|
)
|
|
$
|
(333,476
|
)
|
|
$
|
330,610
|
|
Comprehensive Income (Loss)
|
$
|
358,841
|
|
|
$
|
364,575
|
|
|
$
|
(2,870
|
)
|
|
$
|
(361,707
|
)
|
|
$
|
358,839
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
(in thousands)
|
||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,228
|
|
|
$
|
362,933
|
|
|
$
|
8,895
|
|
|
$
|
—
|
|
|
$
|
373,056
|
|
Short-term investments
|
—
|
|
|
245,599
|
|
|
—
|
|
|
—
|
|
|
245,599
|
|
|||||
Accounts receivable, net
|
—
|
|
|
95,141
|
|
|
3,188
|
|
|
(949
|
)
|
|
97,380
|
|
|||||
Income taxes receivable
|
—
|
|
|
64,192
|
|
|
—
|
|
|
—
|
|
|
64,192
|
|
|||||
Spare parts and supplies, net
|
—
|
|
|
37,630
|
|
|
—
|
|
|
—
|
|
|
37,630
|
|
|||||
Prepaid expenses and other
|
90
|
|
|
56,743
|
|
|
16
|
|
|
—
|
|
|
56,849
|
|
|||||
Total
|
1,318
|
|
|
862,238
|
|
|
12,099
|
|
|
(949
|
)
|
|
874,706
|
|
|||||
Property and equipment at cost
|
—
|
|
|
2,987,222
|
|
|
92,094
|
|
|
—
|
|
|
3,079,316
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
(739,930
|
)
|
|
(22,614
|
)
|
|
—
|
|
|
(762,544
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
2,247,292
|
|
|
69,480
|
|
|
—
|
|
|
2,316,772
|
|
|||||
Operating lease right-of-use assets
|
—
|
|
|
632,545
|
|
|
—
|
|
|
—
|
|
|
632,545
|
|
|||||
Long-term prepayments and other
|
—
|
|
|
182,051
|
|
|
387
|
|
|
—
|
|
|
182,438
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
119,663
|
|
|
500
|
|
|
—
|
|
|
120,163
|
|
|||||
Intercompany receivable
|
—
|
|
|
550,075
|
|
|
—
|
|
|
(550,075
|
)
|
|
—
|
|
|||||
Investment in consolidated subsidiaries
|
1,619,949
|
|
|
—
|
|
|
504
|
|
|
(1,620,453
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
1,621,267
|
|
|
$
|
4,593,864
|
|
|
$
|
82,970
|
|
|
$
|
(2,171,477
|
)
|
|
$
|
4,126,624
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
529
|
|
|
$
|
139,764
|
|
|
$
|
9,404
|
|
|
$
|
(949
|
)
|
|
$
|
148,748
|
|
Air traffic liability and current frequent flyer deferred revenue
|
—
|
|
|
600,851
|
|
|
5,833
|
|
|
—
|
|
|
606,684
|
|
|||||
Other accrued liabilities
|
—
|
|
|
161,125
|
|
|
305
|
|
|
—
|
|
|
161,430
|
|
|||||
Current maturities of long-term debt, less discount
|
—
|
|
|
53,273
|
|
|
—
|
|
|
—
|
|
|
53,273
|
|
|||||
Current maturities of finance lease obligations
|
—
|
|
|
21,857
|
|
|
—
|
|
|
—
|
|
|
21,857
|
|
|||||
Current maturities of operating leases
|
—
|
|
|
83,224
|
|
|
—
|
|
|
—
|
|
|
83,224
|
|
|||||
Total
|
529
|
|
|
1,060,094
|
|
|
15,542
|
|
|
(949
|
)
|
|
1,075,216
|
|
|||||
Long-term debt
|
—
|
|
|
547,254
|
|
|
—
|
|
|
—
|
|
|
547,254
|
|
|||||
Intercompany payable
|
538,942
|
|
|
—
|
|
|
11,133
|
|
|
(550,075
|
)
|
|
—
|
|
|||||
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noncurrent finance lease obligations
|
—
|
|
|
141,861
|
|
|
—
|
|
|
—
|
|
|
141,861
|
|
|||||
Noncurrent operating leases
|
—
|
|
|
514,685
|
|
|
—
|
|
|
—
|
|
|
514,685
|
|
|||||
Accumulated pension and other postretirement benefit obligations.
|
—
|
|
|
203,596
|
|
|
—
|
|
|
—
|
|
|
203,596
|
|
|||||
Other liabilities and deferred credits
|
—
|
|
|
96,338
|
|
|
1,096
|
|
|
—
|
|
|
97,434
|
|
|||||
Noncurrent frequent flyer deferred revenue
|
—
|
|
|
175,218
|
|
|
—
|
|
|
—
|
|
|
175,218
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
289,564
|
|
|
—
|
|
|
—
|
|
|
289,564
|
|
|||||
Total
|
—
|
|
|
1,421,262
|
|
|
1,096
|
|
|
—
|
|
|
1,422,358
|
|
|||||
Shareholders' equity
|
1,081,796
|
|
|
1,565,254
|
|
|
55,199
|
|
|
(1,620,453
|
)
|
|
1,081,796
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,621,267
|
|
|
$
|
4,593,864
|
|
|
$
|
82,970
|
|
|
$
|
(2,171,477
|
)
|
|
$
|
4,126,624
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
(in thousands)
|
||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
5,154
|
|
|
$
|
255,279
|
|
|
$
|
8,144
|
|
|
$
|
—
|
|
|
$
|
268,577
|
|
Short-term investments
|
—
|
|
|
232,241
|
|
|
—
|
|
|
—
|
|
|
232,241
|
|
|||||
Accounts receivable, net
|
—
|
|
|
109,499
|
|
|
2,569
|
|
|
(234
|
)
|
|
111,834
|
|
|||||
Spare parts and supplies, net
|
—
|
|
|
33,942
|
|
|
—
|
|
|
—
|
|
|
33,942
|
|
|||||
Prepaid expenses and other
|
165
|
|
|
58,296
|
|
|
112
|
|
|
—
|
|
|
58,573
|
|
|||||
Total
|
5,319
|
|
|
689,257
|
|
|
10,825
|
|
|
(234
|
)
|
|
705,167
|
|
|||||
Property and equipment at cost
|
—
|
|
|
2,756,551
|
|
|
92,021
|
|
|
—
|
|
|
2,848,572
|
|
|||||
Less accumulated depreciation and amortization
|
—
|
|
|
(648,111
|
)
|
|
(15,350
|
)
|
|
—
|
|
|
(663,461
|
)
|
|||||
Property and equipment, net
|
—
|
|
|
2,108,440
|
|
|
76,671
|
|
|
—
|
|
|
2,185,111
|
|
|||||
Long-term prepayments and other
|
62,990
|
|
|
185,161
|
|
|
899
|
|
|
(63,494
|
)
|
|
185,556
|
|
|||||
Goodwill and other intangible assets, net
|
—
|
|
|
120,119
|
|
|
693
|
|
|
—
|
|
|
120,812
|
|
|||||
Intercompany receivable
|
—
|
|
|
456,338
|
|
|
—
|
|
|
(456,338
|
)
|
|
—
|
|
|||||
Investment in consolidated subsidiaries
|
1,325,380
|
|
|
—
|
|
|
—
|
|
|
(1,325,380
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
1,393,689
|
|
|
$
|
3,559,315
|
|
|
$
|
89,088
|
|
|
$
|
(1,845,446
|
)
|
|
$
|
3,196,646
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable
|
$
|
665
|
|
|
$
|
139,552
|
|
|
$
|
3,163
|
|
|
$
|
(234
|
)
|
|
$
|
143,146
|
|
Air traffic liability and current frequent flyer deferred revenue
|
—
|
|
|
598,387
|
|
|
5,349
|
|
|
—
|
|
|
603,736
|
|
|||||
Other accrued liabilities
|
—
|
|
|
157,842
|
|
|
312
|
|
|
—
|
|
|
158,154
|
|
|||||
Current maturities of long-term debt, less discount
|
—
|
|
|
78,950
|
|
|
—
|
|
|
—
|
|
|
78,950
|
|
|||||
Current maturities of finance lease obligations
|
—
|
|
|
22,102
|
|
|
45
|
|
|
—
|
|
|
22,147
|
|
|||||
Total
|
665
|
|
|
996,833
|
|
|
8,869
|
|
|
(234
|
)
|
|
1,006,133
|
|
|||||
Long-term debt
|
—
|
|
|
378,352
|
|
|
—
|
|
|
—
|
|
|
378,352
|
|
|||||
Intercompany payable
|
445,030
|
|
|
—
|
|
|
11,308
|
|
|
(456,338
|
)
|
|
—
|
|
|||||
Other liabilities and deferred credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noncurrent finance lease obligations
|
—
|
|
|
225,737
|
|
|
4,595
|
|
|
—
|
|
|
230,332
|
|
|||||
Accumulated pension and other postretirement benefit obligations.
|
—
|
|
|
182,620
|
|
|
—
|
|
|
—
|
|
|
182,620
|
|
|||||
Other liabilities and deferred credits
|
—
|
|
|
118,682
|
|
|
1,144
|
|
|
—
|
|
|
119,826
|
|
|||||
Noncurrent frequent flyer deferred revenue
|
—
|
|
|
163,619
|
|
|
—
|
|
|
—
|
|
|
163,619
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
167,770
|
|
|
—
|
|
|
—
|
|
|
167,770
|
|
|||||
Total
|
—
|
|
|
858,428
|
|
|
5,739
|
|
|
—
|
|
|
864,167
|
|
|||||
Shareholders' equity
|
947,994
|
|
|
1,325,702
|
|
|
63,172
|
|
|
(1,388,874
|
)
|
|
947,994
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,393,689
|
|
|
$
|
3,559,315
|
|
|
$
|
89,088
|
|
|
$
|
(1,845,446
|
)
|
|
$
|
3,196,646
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By (Used In) Operating Activities:
|
$
|
(1,635
|
)
|
|
$
|
484,602
|
|
|
$
|
2,173
|
|
|
$
|
—
|
|
|
$
|
485,140
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net payments to affiliates
|
(3,611
|
)
|
|
(92,562
|
)
|
|
—
|
|
|
96,173
|
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(392,695
|
)
|
|
(4,726
|
)
|
|
—
|
|
|
(397,421
|
)
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
9,595
|
|
|
—
|
|
|
—
|
|
|
9,595
|
|
|||||
Purchases of investments
|
—
|
|
|
(312,768
|
)
|
|
—
|
|
|
—
|
|
|
(312,768
|
)
|
|||||
Sales of investments
|
—
|
|
|
301,662
|
|
|
—
|
|
|
—
|
|
|
301,662
|
|
|||||
Other
|
—
|
|
|
(6,275
|
)
|
|
—
|
|
|
—
|
|
|
(6,275
|
)
|
|||||
Net cash used in investing activities
|
(3,611
|
)
|
|
(493,043
|
)
|
|
(4,726
|
)
|
|
96,173
|
|
|
(405,207
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term borrowings
|
—
|
|
|
227,889
|
|
|
—
|
|
|
—
|
|
|
227,889
|
|
|||||
Repayments of long-term debt and finance lease obligations
|
—
|
|
|
(109,122
|
)
|
|
(6
|
)
|
|
—
|
|
|
(109,128
|
)
|
|||||
Dividend payments
|
(22,774
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,774
|
)
|
|||||
Repurchases of common stock
|
(68,769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68,769
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(1,623
|
)
|
|
—
|
|
|
—
|
|
|
(1,623
|
)
|
|||||
Net payments from affiliates
|
92,863
|
|
|
—
|
|
|
3,310
|
|
|
(96,173
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(1,049
|
)
|
|
—
|
|
|
|
|
|
(1,049
|
)
|
|||||
Net cash provided by financing activities
|
1,320
|
|
|
116,095
|
|
|
3,304
|
|
|
(96,173
|
)
|
|
24,546
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(3,926
|
)
|
|
107,654
|
|
|
751
|
|
|
—
|
|
|
104,479
|
|
|||||
Cash and cash equivalents—Beginning of Period
|
5,154
|
|
|
255,279
|
|
|
8,144
|
|
|
—
|
|
|
268,577
|
|
|||||
Cash and cash equivalents—End of Period
|
$
|
1,228
|
|
|
$
|
362,933
|
|
|
$
|
8,895
|
|
|
$
|
—
|
|
|
$
|
373,056
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By (Used In) Operating Activities:
|
$
|
(2,773
|
)
|
|
$
|
509,405
|
|
|
$
|
1,876
|
|
|
$
|
—
|
|
|
$
|
508,508
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net payments to affiliates
|
(14,400
|
)
|
|
(91,515
|
)
|
|
—
|
|
|
105,915
|
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(470,970
|
)
|
|
(15,807
|
)
|
|
—
|
|
|
(486,777
|
)
|
|||||
Proceeds from purchase assignment and leaseback transactions
|
—
|
|
|
87,000
|
|
|
—
|
|
|
—
|
|
|
87,000
|
|
|||||
Proceeds from disposition of property and equipment
|
—
|
|
|
46,714
|
|
|
—
|
|
|
—
|
|
|
46,714
|
|
|||||
Purchases of investments
|
—
|
|
|
(210,836
|
)
|
|
—
|
|
|
—
|
|
|
(210,836
|
)
|
|||||
Sales of investments
|
—
|
|
|
247,423
|
|
|
—
|
|
|
—
|
|
|
247,423
|
|
|||||
Net cash used in investing activities
|
(14,400
|
)
|
|
(392,184
|
)
|
|
(15,807
|
)
|
|
105,915
|
|
|
(316,476
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term borrowings
|
—
|
|
|
86,500
|
|
|
—
|
|
|
—
|
|
|
86,500
|
|
|||||
Repayments of long-term debt and finance lease obligations
|
—
|
|
|
(68,233
|
)
|
|
(12
|
)
|
|
—
|
|
|
(68,245
|
)
|
|||||
Dividend payments
|
(24,171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,171
|
)
|
|||||
Repurchases of common stock
|
(102,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102,500
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(3,350
|
)
|
|
—
|
|
|
—
|
|
|
(3,350
|
)
|
|||||
Net payments from affiliates
|
91,515
|
|
|
—
|
|
|
14,400
|
|
|
(105,915
|
)
|
|
—
|
|
|||||
Other
|
78
|
|
|
(3,720
|
)
|
|
—
|
|
|
|
|
|
(3,642
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(35,078
|
)
|
|
11,197
|
|
|
14,388
|
|
|
(105,915
|
)
|
|
(115,408
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(52,251
|
)
|
|
128,418
|
|
|
457
|
|
|
—
|
|
|
76,624
|
|
|||||
Cash, cash equivalents, and restricted cash—Beginning of Period
|
57,405
|
|
|
126,861
|
|
|
7,687
|
|
|
—
|
|
|
191,953
|
|
|||||
Cash and cash equivalents—End of Period
|
$
|
5,154
|
|
|
$
|
255,279
|
|
|
$
|
8,144
|
|
|
$
|
—
|
|
|
$
|
268,577
|
|
|
Parent Issuer /
Guarantor |
|
Subsidiary
Issuer / Guarantor |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net Cash Provided By (Used In) Operating Activities:
|
$
|
(4,803
|
)
|
|
$
|
334,433
|
|
|
$
|
1,505
|
|
|
$
|
—
|
|
|
$
|
331,135
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net payments to affiliates
|
(2,500
|
)
|
|
(103,254
|
)
|
|
—
|
|
|
105,754
|
|
|
—
|
|
|||||
Additions to property and equipment, including pre-delivery deposits
|
—
|
|
|
(336,820
|
)
|
|
(4,695
|
)
|
|
—
|
|
|
(341,515
|
)
|
|||||
Proceeds from purchase assignment and leaseback transactions
|
—
|
|
|
33,000
|
|
|
—
|
|
|
—
|
|
|
33,000
|
|
|||||
Net proceeds from disposition of equipment
|
—
|
|
|
941
|
|
|
—
|
|
|
—
|
|
|
941
|
|
|||||
Purchases of investments
|
—
|
|
|
(231,393
|
)
|
|
—
|
|
|
—
|
|
|
(231,393
|
)
|
|||||
Sales of investments
|
—
|
|
|
244,261
|
|
|
—
|
|
|
—
|
|
|
244,261
|
|
|||||
Net cash used in investing activities
|
(2,500
|
)
|
|
(393,265
|
)
|
|
(4,695
|
)
|
|
105,754
|
|
|
(294,706
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayments of long-term debt and finance lease obligations
|
—
|
|
|
(61,486
|
)
|
|
—
|
|
|
—
|
|
|
(61,486
|
)
|
|||||
Dividend payments
|
(6,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,261
|
)
|
|||||
Repurchases of common stock
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||
Net payments from affiliates
|
103,254
|
|
|
—
|
|
|
2,500
|
|
|
(105,754
|
)
|
|
—
|
|
|||||
Other
|
86
|
|
|
(7,618
|
)
|
|
—
|
|
|
|
|
|
(7,532
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(2,921
|
)
|
|
(69,292
|
)
|
|
2,500
|
|
|
(105,754
|
)
|
|
(175,467
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(10,224
|
)
|
|
(128,124
|
)
|
|
(690
|
)
|
|
—
|
|
|
(139,038
|
)
|
|||||
Cash, cash equivalents, and restricted cash—Beginning of Period
|
67,629
|
|
|
254,985
|
|
|
8,377
|
|
|
—
|
|
|
330,991
|
|
|||||
Cash, cash equivalents, and restricted cash—End of Period
|
$
|
57,405
|
|
|
$
|
126,861
|
|
|
$
|
7,687
|
|
|
$
|
—
|
|
|
$
|
191,953
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenue
|
$
|
656,751
|
|
|
$
|
712,189
|
|
|
$
|
755,151
|
|
|
$
|
708,137
|
|
Operating income
|
52,676
|
|
|
88,881
|
|
|
116,636
|
|
|
69,284
|
|
||||
Nonoperating loss
|
(3,717
|
)
|
|
(9,272
|
)
|
|
(8,117
|
)
|
|
(1,375
|
)
|
||||
Net income
|
36,358
|
|
|
57,833
|
|
|
80,076
|
|
|
49,717
|
|
||||
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.75
|
|
|
$
|
1.21
|
|
|
$
|
1.70
|
|
|
$
|
1.07
|
|
Diluted
|
0.75
|
|
|
1.21
|
|
|
1.70
|
|
|
1.07
|
|
||||
2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenue
|
$
|
665,412
|
|
|
$
|
715,447
|
|
|
$
|
759,087
|
|
|
$
|
697,465
|
|
Operating income
|
36,265
|
|
|
92,928
|
|
|
115,826
|
|
|
69,349
|
|
||||
Nonoperating income (loss)
|
830
|
|
|
12,859
|
|
|
931
|
|
|
(27,830
|
)
|
||||
Net income
|
28,542
|
|
|
79,480
|
|
|
93,542
|
|
|
31,636
|
|
||||
Net Income Per Common Stock Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.56
|
|
|
$
|
1.57
|
|
|
$
|
1.85
|
|
|
$
|
0.65
|
|
Diluted
|
0.56
|
|
|
1.56
|
|
|
1.84
|
|
|
0.64
|
|
/s/ ERNST & YOUNG LLP
|
|
(a)
|
Financial Statements and Financial Statement Schedules:
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.15.1
|
|
|
10.15.2
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2019
|
$
|
54
|
|
|
1,371
|
|
|
—
|
|
|
(774
|
)
|
(a)
|
$
|
651
|
|
2018
|
$
|
12
|
|
|
1,527
|
|
|
—
|
|
|
(1,485
|
)
|
(a)
|
$
|
54
|
|
2017
|
$
|
34
|
|
|
1,810
|
|
|
—
|
|
|
(1,832
|
)
|
(a)
|
$
|
12
|
|
Allowance for Obsolescence of Flight Equipment Expendable Parts and Supplies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2019
|
$
|
22,588
|
|
|
3,830
|
|
(b)
|
—
|
|
|
(10,499
|
)
|
(c)
|
$
|
15,919
|
|
2018
|
$
|
21,446
|
|
|
5,463
|
|
(b)
|
—
|
|
|
(4,321
|
)
|
(c)
|
$
|
22,588
|
|
2017
|
$
|
17,358
|
|
|
6,276
|
|
(b)
|
—
|
|
|
(2,188
|
)
|
(c)
|
$
|
21,446
|
|
Valuation Allowance on Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2019
|
$
|
2,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,547
|
|
2018
|
$
|
2,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,547
|
|
2017
|
$
|
1,992
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
$
|
2,547
|
|
(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 12, 2020
|
By
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
Shannon L. Okinaka
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ PETER R. INGRAM
|
|
President and Chief Executive Officer, and Director (Principal Executive Officer)
|
Peter R. Ingram
|
|
|
/s/ SHANNON L. OKINAKA
|
|
Executive Vice President, 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/ DONALD J. CARTY
|
|
Director
|
Donald J. Carty
|
|
|
/s/ EARL E. FRY
|
|
Director
|
Earl E. Fry
|
|
|
/s/ JOSEPH GUERRIERI, JR.
|
|
Director
|
Joseph Guerrieri, Jr.
|
|
|
/s/ RANDALL L. JENSON
|
|
Director
|
Randall L. Jenson
|
|
|
/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
|
|
|
(1)
|
Registration Statement (Form S-8 No. 333-127732),
|
(2)
|
Registration Statement (Form S-8 No. 333-172356),
|
(3)
|
Registration Statement (Form S-8 No. 333-204383);
|
/s/ ERNST & YOUNG LLP
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Hawaiian Holdings, Inc.;
|
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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):
|
(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 12, 2020
|
By:
|
|
/s/ PETER R. INGRAM
|
|
|
|
|
Peter R. Ingram
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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):
|
(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 12, 2020
|
By:
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
|
Shannon L. Okinaka
Executive Vice President, 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 12, 2020
|
By:
|
|
/s/ PETER R. INGRAM
|
|
|
|
|
Peter R. Ingram
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 12, 2020
|
By:
|
|
/s/ SHANNON L. OKINAKA
|
|
|
|
|
Shannon L. Okinaka
Executive Vice President, Chief Financial Officer and Treasurer
|