8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

December 17, 2014

HAWAIIAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-31443	71-0879698
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3375 Koapaka Street, Suite G-350, Honolulu, HI 96819

(Address of Principal Executive Offices) (Zip Code)

(808) 835-3700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  Entry into a Material Definitive Agreement.

On December 17, 2014, Hawaiian Airlines, Inc. (“Hawaiian”), a Delaware corporation and wholly-owned subsidiary of Hawaiian Holdings, Inc. (the “Registrant”), entered into an amendment (the “Purchase Agreement Amendment”) to the Airbus A330/A350XWB Purchase Agreement by and between Hawaiian and Airbus S.A.S. (“Airbus”), dated as of January 31, 2008, as amended.

The Purchase Agreement Amendment converts an order for six (6) firm A350-800XWB aircraft with an additional six (6) purchase rights into an order for six (6) firm A330-800neo aircraft with an additional four (4) options and two (2) purchase rights. The Purchase Agreement Amendment provides for delivery, subject to certain flexibility rights, of two (2) A330-800neo aircraft in calendar 2019, two (2) A330-800neo aircraft in calendar 2020 and two (2) A330-800neo aircraft in calendar 2021. The aircraft will be powered by Rolls-Royce Trent 7000 engines. The order for A330-800neo aircraft has a total list-price of approximately USD2.9 billion if the options and purchase rights are fully exercised.  In connection with the Purchase Agreement Amendment, Airbus agreed to provide stand-by financing to support the acquisition of the aircraft.

On December 17, 2014, Hawaiian entered into a General Terms Agreement (the “General Terms Agreement”) with Rolls-Royce plc. and Rolls-Royce TotalCare Services Limited.  The General Terms Agreement provides for the supply of products and services in support of the Trent 7000 engines to be installed on Airbus A330neo aircraft. The General Terms Agreement includes the terms for the supply of spare engines, product warranties and performance guarantees. The General Terms Agreement also includes the provision of TotalCare maintenance for the engines while in service with Hawaiian.

The foregoing descriptions of the Purchase Agreement Amendment and the General Terms Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements which the Registrant intends to file with the Securities and Exchange Commission as exhibits to its next annual report on Form 10-K.  The Registrant also intends to seek confidential treatment of certain terms of such agreements at such time.

On December 18, 2014, Hawaiian issued a press release announcing the signing of the definitive purchase agreement with Airbus, which press release is furnished as an exhibit hereto.  The information in the press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 18, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HAWAIIAN HOLDINGS, INC.
Date: December 18, 2014	By:	/s/ Hoyt H. Zia
		Name: Hoyt H. Zia
		Title: Secretary

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EXHIBIT INDEX

99.1 Press Release dated December 18, 2014.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE December 18, 2014	Contact:	Alison Croyle (808) 835-3886 Alison.Croyle@HawaiianAir.com
		Huy Vo (808) 838-5479 Huy.Vo@HawaiianAir.com

Hawaiian Airlines and Airbus Sign Purchase Agreement
for Delivery of Six A330-800neo Aircraft

HONOLULU — Hawaiian Airlines today announced a definitive purchase agreement with Airbus, finalizing the Memorandum of Understanding announced earlier this year to acquire six new A330-800neo aircraft starting in 2019. The agreement replaces Hawaiian’s previous order for six A350-800s. The transaction includes rights to purchase an additional six aircraft as part of the carrier’s path to growth and increased efficiency.

The A330-800neo wide-body, powered by the recently launched Rolls Royce Trent 7000 engine, is similar in size to Hawaiian’s A330-200 which seats 294 passengers in a two class configuration (First and Coach), and will incorporate aerodynamic enhancements that will increase range by up to 400-nautical miles and reduce fuel consumption by 14 percent per seat. The aircraft is the right-sized solution for the carrier’s future growth strategy.

“The A330-800neo is an aircraft which meets all of our needs,” said Mark Dunkerley, president and CEO of Hawaiian Airlines. “It is the right size, with the right range and costs, and shares much commonality with our A330-200 fleet. Our customers and crew love the aircraft and we are thrilled that it will continue to be Hawaiian’s wide-body mainstay for far into the future.”

“Working with Hawaiian Airlines is a unique pleasure because their team is truly visionary when it comes to choosing aircraft,” said John Leahy, Airbus Chief Operating Officer, Customers. “The A330-800neo is perfectly suited to Hawaiian’s unique route structure, offering a great balance of range and capacity that will allow the airline to expand its reach to new audiences.”

Terms of the agreement were not disclosed, but the aircraft have a total list-price value of approximately $2.9 billion if all of the purchase rights are exercised. Hawaiian Airlines’ existing orders include an additional three new A330-200s for delivery in 2015 and 16 narrow-body A321neo aircraft starting in 2017.

Hawaiian Airlines currently operates a fleet of 50 aircraft, comprised of 29 wide-body, long-haul aircraft (294-seat A330-200 aircraft and 252 to 264-seat Boeing 767-300 aircraft), 18 narrow-body 118- to 123-seat Boeing 717-200 aircraft and three 48-seat ATR42-500 for Neighbor Island flights.

About Hawaiian Airlines

Hawaiian® has led all U.S. carriers in on-time performance for each of the past 10 years (2004-2013) as reported by the U.S. Department of Transportation. Consumer surveys by Condé Nast Traveler, Travel + Leisure and Zagat have all ranked Hawaiian the highest of all domestic airlines serving Hawai‘i.

Now in its 85th year of continuous service, Hawaiian is Hawai‘i’s biggest and longest-serving airline, as well as the largest provider of passenger air service from its primary visitor markets on the U.S. mainland. Hawaiian offers non-stop service to Hawai‘i from more U.S. gateway cities (11) than any other airline, along with service from Japan, South Korea, China, Australia, New Zealand, American Samoa and Tahiti. Hawaiian also provides approximately 160 jet flights daily between the Hawaiian Islands, with a total of more than 200 daily flights system-wide.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional information is available at HawaiianAirlines.com. Follow updates on Twitter about Hawaiian (@HawaiianAir) and its special fare offers (@HawaiianFares), and become a fan on its Facebook page.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to certain current and future events and financial performance.  Such forward-looking statements include, without limitation, statements regarding the Company’s acquisition of new aircraft and the timing of new aircraft deliveries; the Company’s path to growth and increased efficiency; aircraft range, fuel efficiency and capacity; the Company’s need for growth aircraft; and statements as to 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,” 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 the Company’s operations and business environment, all of which may cause the Company’s actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.  These risks and uncertainties include, without limitation, the Company’s ability to accurately forecast quarter and year-end results; economic volatility; the price and availability of aircraft fuel; fluctuations in demand for transportation in the markets in which the Company operates; the Company’s dependence on tourist travel; foreign currency exchange rate fluctuations; and the Company’s ability to implement its growth strategy and related cost reduction goals.

The risks, uncertainties and assumptions referred to above that could cause the Company’s results to differ materially from the results expressed or implied by such forward-looking statements also include the risks, uncertainties and assumptions discussed from time to time in the Company’s other public filings and public announcements, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission.  All forward-looking statements included in this document are based on information available to the Company on the date hereof.  The Company does not undertake to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof even if experience or future changes make it clear that any projected results expressed or implied herein will not be realized.

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