Forward-Looking Statements



This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 that reflect
our current views with respect to certain current and future events and
financial performance. Such forward-looking statements include, without
limitation, statements related to our financial statements and results of
operations; any expectations of operating expenses, deferred revenue, interest
rates, tax rates, income taxes, deferred tax assets, valuation allowances or
other financial items; the severity, magnitude, duration and effects of the
COVID-19 pandemic; the extent to which the COVID-19 pandemic and related impacts
will materially and adversely affect our business operations, financial
performance, results of operations, financial position or achievement of
strategic objectives; the duration and scope of government mandates or other
limitations of or restrictions on travel; the demand for air travel in the
markets in which we operate; changes in our future capital needs; estimations
related to our liquidity requirements; future obligations and related impacts of
such obligations under the Coronavirus Aid, Relief, and Economic Security Act
(the CARES Act), the Consolidated Appropriations Act, 2021 (CAA 2021) and
American Rescue Plan Act of 2021 (ARP 2021) programs; future obligations and
related impact of such obligations related to our agreement with Amazon; the
availability of aircraft fuel, aircraft parts and personnel; expectations
regarding industry capacity, our operating performance (including bookings,
revenue and results of operations), available seat miles, operating revenue, and
operating cost per available seat mile for the fourth quarter of 2022;
expectations about the recovery of international travel demand; expected salary
and related costs; our expected fleet as of September 30, 2023; estimates of
annual fuel expenses and measure of the effects of fuel prices on our business;
the impact of inflation on our business, our investments and the broader
economy; the availability of, and efforts seeking, future financing; changes in
our fleet plan and related cash outlays; committed capital expenditures;
expected cash payments related to our post-retirement plan obligations and the
establishment of a Health Retirement Account; estimated financial charges;
expected delivery or deferment of new aircraft and engines; the impact of
accounting standards on our financial statements; the effects of any litigation
on our operations or business; the effects of our fuel and currency risk hedging
policies; the fair value and expected maturity of our debt obligations; our
estimated contractual obligations; the restatement of our financial statements
for the Non-Reliance Periods and the impact of such restatement on our future
financial statements and other financial measures; the material weakness we
identified in our internal control over financial reporting and our efforts and
timing related to such remediation; and other matters that do not relate
strictly to historical facts or statements of assumptions underlying any of the
foregoing. Words such as "expects," "anticipates," "projects," "intends,"
"plans," "believes," "estimates," "could," "would," "will," "might," "may,"
variations of such words, and similar expressions are also intended to identify
such forward-looking statements. These forward-looking statements are and will
be, as the case may be, subject to many risks, uncertainties and assumptions
relating to our operations and business environment, all of which may cause our
actual results to be materially different from any future results, expressed or
implied, in these forward-looking statements.

Factors that could affect such forward-looking statements include, but are not
limited to: the effects of the COVID-19 pandemic on our business operations and
financial condition; the duration of government-mandated and other restrictions
on travel; fluctuations and the extent of declining demand for air
transportation in the markets in which we operate; our dependence on the tourism
industry; our ability to generate sufficient cash and manage the cash available
to us; our ability to accurately forecast quarterly and annual results; global
economic volatility; macroeconomic political and regulatory developments;
geopolitical conflict; the price and availability of fuel, aircraft parts and
personnel; foreign currency exchange rate fluctuations; competitive pressures,
including the impact of increasing industry capacity between North America and
Hawai'i; maintenance of privacy and security of customer-related information and
compliance with applicable federal and foreign privacy or data security
regulations or standards; our dependence on technology and automated systems;
our reliance on third-party contractors; satisfactory labor relations; our
ability to attract and retain qualified personnel and key executives; successful
implementation of our growth strategy and cost reduction goals; adverse
publicity; risks related to the airline industry; our ability to obtain and
maintain adequate facilities and infrastructure; seasonal and cyclical
volatility; the effect of applicable state, federal and foreign laws and
regulations; increases in insurance costs or reductions in coverage; the limited
number of suppliers for aircraft, aircraft engines and parts; our existing
aircraft purchase agreements; delays in aircraft or engine deliveries or other
loss of fleet capacity; changes in our future capital needs; fluctuations in our
share price; our financial liquidity; and our ability to implement our growth
strategy. The risks, uncertainties, and assumptions referred to above that could
cause our results to differ materially from the results expressed or implied by
such forward-looking statements also include the risks, uncertainties, and
assumptions discussed under the heading "Risk Factors" in Part II, Item 1A in
this Quarterly Report on Form 10-Q and discussed from time to time in our public
filings and public announcements. All forward-looking statements included in
this Quarterly Report on Form 10-Q are based on information available to us as
of the date hereof. We undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may arise
after the date of this quarterly report. The following discussion and analysis
should be read in conjunction with our unaudited Consolidated Financial
Statements and notes thereto included elsewhere in this Quarterly Report on
Form 10-Q. Unless the context otherwise
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requires, the terms the Company, we, us, and our in this Quarterly Report on Form 10-Q refer to Hawaiian Holdings, Inc. and its consolidated subsidiaries.

Our Business



We are engaged in the scheduled air transportation of passengers and cargo
amongst the Hawaiian Islands (the Neighbor Island routes), between the Hawaiian
Islands and certain cities in the U.S. mainland (the North America routes and
collectively with the Neighbor Island routes, referred to as our Domestic
routes), and between the Hawaiian Islands and the South Pacific, Australia, and
Asia (the International routes), collectively referred to as our "Scheduled
Operations." In addition, we operate various charter flights. Since February
2020, we have temporarily reduced our Scheduled Operations due to the COVID-19
pandemic. We are the largest airline headquartered in the state of Hawai'i and
the eleventh largest domestic airline in the United States based on revenue
passenger miles reported by the Research and Innovative Technology
Administration Bureau of Transportation Statistics for the month of July 2022,
the latest available data. As of September 30, 2022, we had 7,112 active
employees.

General information about us is available at https://www.hawaiianairlines.com.
Information contained on our website is not incorporated by reference into, or
otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless
expressly noted. Our annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, as well as any amendments and exhibits to those
reports, are available free of charge through our website as soon as reasonably
practicable after we file them with, or furnish them to, the Securities and
Exchange Commission (SEC).

Third Quarter 2022 Financial Overview



•Passenger revenue in the third quarter was $663.1 million, up 46.0% and down
4.5% as compared to the same periods in 2021 and 2019, respectively. During the
three months ended September 30, 2022, capacity (as measured in Available Seat
Miles or ASMs) was up 18.3%, while Revenue Passenger Miles (RPM) increased
29.3%, as compared to the same period in 2021, driven primarily by increased
customer demand within our domestic network and the easing of remaining travel
restrictions in certain cities within our international markets.

•Our operating loss in the third quarter was $3.4 million, down from operating
income of $43.5 million during the same period in 2021, driven primarily by a
107.7% increase in Aircraft fuel, including taxes and delivery expense.
Additionally, operating income in the third quarter of 2021 benefited from the
recognition of $78.3 million of Payroll Support Programs grant proceeds.

•GAAP net loss in the third quarter was $9.3 million, or $0.18 per diluted share
on total revenue of $741.2 million, compared to a net income of $14.7 million,
or $0.28 per diluted share, on total revenue of $508.8 million during the same
period in 2021.

•Unrestricted cash, cash equivalents and short-term investments was $1.4 billion as of September 30, 2022.

See "Results of Operations" below for further discussion of changes in revenue and operating expense.



Impact of COVID-19 Pandemic

The ongoing COVID-19 pandemic, which began in the first quarter of 2020,
continues to impact passenger travel demand, with total passenger revenue down
approximately 4.5% and 13.6% during the three and nine months ended September
30, 2022, as compared to the same periods in 2019. The recovery in our domestic
network has been robust with passenger revenue up 16.0% and 5.9% during the
three and nine months ended September 30, 2022 as compared to the same periods
in 2019. International revenue continues to lag the recovery in domestic travel
due to ongoing restrictions on international travel, with revenue down 56.8% and
68.8% during the three and nine months ended September 30, 2022, as compared to
the same periods in 2019. During the third quarter of 2022, our domestic network
accounted for approximately 87.2% of total passenger revenue.

We continue to monitor developments relating to the easing of restrictions on
international travel by international governments, including by the government
of Japan, as Japan represented a large percentage of our pre-pandemic
international revenue. In late September 2022, Japan announced that passenger
arrival caps would be lifted effective October 11, 2022; however, requirements
remain in effect for travelers to show proof of COVID-19 vaccination or a
pre-travel negative PCR test result. In October 2022, the Republic of Korea
announced that it was eliminating all remaining COVID-related restrictions for
all arriving guests, effective immediately, with post-arrival tests and proof of
vaccination no longer required.

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Material Changes to our Consolidated Balance Sheet



As a result of the COVID-19 pandemic, we took actions to increase liquidity and
augment our financial position in fiscal years 2020 and 2021. Refer to our
Annual Report on Form 10-K for the year ended December 31, 2021 filed on
February 10, 2022, for a comprehensive discussion of actions taken in both
fiscal years. During the nine months ended September 30, 2022, material changes
to our Consolidated Balance Sheet included the following:

•Cash, cash equivalents and short-term investments totaled approximately $1.4
billion as of September 30, 2022, compared to $1.7 billion as of December 31,
2021. Refer to the Cash Flow and Use of Liquidity section below for additional
discussion.
•As of September 30, 2022, our total debt was $1.6 billion, a decrease of $181.5
million, or 10.1%, as compared to $1.8 billion as of December 31, 2021. During
the nine months ended September 30, 2022, we made the final scheduled principal
payment of $45.1 million for our Class B EETC-13 debt obligation and in June
2022, we extinguished the remaining $62.4 million in outstanding Class A EETC-20
and Class B EETC-20 Equipment Notes.
•As of September 30, 2022, our air traffic liability and current frequent flyer
deferred revenue was $699.8 million, an increase of $68.6 million, or 10.9%, as
compared to $631.2 million as of December 31, 2021. The increase in air traffic
liability is primarily due to an increase in advanced ticket sales. Refer to the
Cash Flow and Use of Liquidity section below for additional discussion.

Based on these actions, including anticipated revenue recovery assumptions, we
believe we have sufficient liquidity to satisfy our obligations and remain in
compliance with existing debt covenants. If we are unable to generate sufficient
cash flows to support our future payment obligations, comply with debt
covenants, compete successfully with less heavily leveraged competitors, manage
potential adverse economic and industry conditions in the future or maintain our
credit ratings, the impact to our business and financial condition could be
material.

Fleet Summary



Due to the ongoing impacts of the COVID-19 pandemic on our business, we continue
to evaluate our existing fleet structure to optimize capacity with demand. The
table below summarizes our total fleet as of September 30, 2021 and 2022,
respectively and our expected fleet as of September 30, 2023 (based on existing
executed agreements as of September 30, 2022):

                                                 September 30, 2021                                         September 30, 2022                                      September 30, 2023 (Expected)
Aircraft Type                     Leased (1)             Owned (2)           Total           Leased (1)            Owned (2)           Total           Leased (1)            Owned (2)                Total
A330-200                              12                     12                24                 12                   12                24                 12                   12                      24
A321neo                                4                     14                18                  4                   14                18                  4                   14                      18
787-9                                  -                      -                 -                  -                    -                 -                  -                    1                       1
717-200                                5                     14                19                  5                   14                19                  5                   14                      19
ATR 42-500 (3)                         -                      3                 3                  -                    3                 3                  -                    -                       -
ATR 72-200 (3)                         -                      4                 4                  -                    1                 1                  -                    -                       -
Total                                 21                     47                68                 21                   44                65                 21                   41                      62


(1) Leased aircraft include aircraft under both finance and operating leases.

(2) Includes unencumbered aircraft as well as those purchased and under various debt financing.



(3)  The ATR 42-500 turboprop and ATR 72-200 turboprop aircraft are owned by
Airline Contract Maintenance & Equipment, Inc., our wholly owned subsidiary of
the Company. In 2021, we announced the permanent suspension of its 'Ohana by
Hawaiian operations, which operated under a capacity purchase agreement with a
third-party provider. As of September 30, 2022, these aircraft and related asset
group were classified as Assets held-for-sale on the Consolidated Balance
Sheets. We expect to complete the sale of the remaining ATR 42-500 and ATR
72-200 in the fourth quarter of 2022.

Air Transportation Services Agreement

On October 20, 2022, we and Customer, a wholly owned subsidiary of Amazon, entered into an ATSA under which we will provide certain air cargo transportation services to Customer for an initial term of eight years. Thereafter, the Customer may


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elect to extend the ATSA for two years and, at the end of such period, the parties may mutually agree to extend the term for three additional years.



The ATSA provides for us to initially operate ten A330-300F aircraft for
Transportation Services, with Customer having the right to enter into work
orders for additional aircraft. We will supply flight crews, perform maintenance
and certain administrative functions, and procure aircraft insurance. Customer
will pay us a fixed monthly fee per aircraft, a per flight hour fee, and a per
flight cycle fee for each flight cycle operated. Customer will also reimburse us
for certain operating expenses, including fuel, certain maintenance, and
insurance premiums.

Warrant and Transaction Agreement



Contemporaneously with the ATSA, we and Amazon entered into a Transaction
Agreement (the Transaction Agreement), under which, we agreed to issue to
Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon
(Warrantholder), a warrant (the Warrant) to acquire up to 9,442,443 shares (the
"Warrant Shares"), of the our common stock. At execution, 1,258,992 Warrant
Shares vested upon warrant issuance. Future vesting is based on payments to be
made by Amazon or its affiliates either under the ATSA or generally with respect
to air cargo or air charters, excluding commercial passenger service (Qualified
Payments), up to $1.8 billion in the aggregate. Subject to certain conditions,
including vesting, the Warrant may be exercised, in whole or in part and for
cash or on a net exercise basis, at any time before October 20, 2031. The
exercise price with respect to the first 6,294,962 Warrant Shares that vest will
be $14.71 per share. The exercise price with respect to the remaining 3,147,481
Warrant Shares will be determined based on the 30-day volume-weighted average
price of our common stock as of the earlier of (i) October 20, 2025, or (ii) the
date that the entire First Tranche is vested. The exercise prices and the
Warrant Shares issuable are subject to customary antidilution adjustments.

Warrantholder may not beneficially own more than 4.999% of the number of shares
of our common stock outstanding immediately after giving effect to any exercise
of the Warrant unless Warrantholder provides 60 days' prior written notice to us
or sooner notice in connection with certain transactions involving the
acquisition or all or a material portion of us.

Upon consummation of such acquisition transactions and so long as the ATSA has
not been terminated (other than for cause by Customer), the Warrant will
automatically vest and become exercisable with respect to: (i) if Qualified
Payments are equal to or less than $350 million, 25% of the Warrant Shares that
are not vested as of such date, (ii) if Qualified Payments are greater than $350
million and equal to or less than $650 million, 50% of the Warrant Shares that
are not vested as of such date, (iii) if Qualified Payments are greater than
$650 million and equal to or less than $950 million, 75% of the Warrant Shares
that are not vested as of such date or (iv) if Qualified Payments are greater
than $950 million, all Warrant Shares that are not vested as of such date.

The Transaction Agreement sets forth certain governance arrangements and
provisions relating to Warrantholder's equity interest in us, including, among
other things, customary registration rights relating to the Warrant Shares,
restrictions on transferring the Warrant and Warrant Shares, certain standstill
provisions, and rights of notice of certain transactions involving the
acquisition of us, and includes customary representations, warranties and
covenants of us and Amazon.

We must use commercially reasonable efforts to obtain shareholder approval of
the issuance of Warrant Shares in excess of 19.999% of the number of shares of
our common stock issued and outstanding immediately prior to the issuance of the
Warrant (such number of shares, the Share Cap), as may be required under the
rules of the Nasdaq Global Select Market (Nasdaq), including, but not limited
to, Nasdaq Listing Rules 5635(b) and 5635(d) (the Shareholder Approval). Until
Shareholder Approval is obtained, Nasdaq rules may restrict issuing shares of
our common stock exceeding the Share Cap upon the exercise of the Warrant. We
have agreed to file a proxy statement and submit the issuance of shares of our
common stock exceeding the Share Cap for a vote at our 2023 annual meeting of
shareholders. To the extent the Shareholder Approval is not obtained at such
shareholder meeting, at Warrantholder's request, we are required to seek to
obtain such approval at each subsequent annual meeting of its shareholders until
either the Shareholder Approval is obtained or the term of the Warrant expires.

The Warrant and Warrant Shares have not been registered under the Securities Act
of 1933, as amended (the Securities Act), in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and rules and
regulations of the U.S. Securities and Exchange Commission promulgated
thereunder.
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