Exact Name of Registrant as
|
|
Commission
|
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I.R.S. Employer
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Specified in Its Charter
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File Number
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Identification No.
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HAWAIIAN ELECTRIC INDUSTRIES, INC.
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1-8503
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99-0208097
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and Principal Subsidiary
|
||||
HAWAIIAN ELECTRIC COMPANY, INC.
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1-4955
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99-0040500
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Hawaiian Electric Industries, Inc. Yes
x
No
o
|
|
Hawaiian Electric Company, Inc. Yes
x
No
o
|
Hawaiian Electric Industries, Inc. Yes
x
No
o
|
|
Hawaiian Electric Company, Inc. Yes
x
No
o
|
Hawaiian Electric Industries, Inc. Yes
o
No
x
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Hawaiian Electric Company, Inc. Yes
o
No
x
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Hawaiian Electric Industries, Inc.
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Large accelerated filer
x
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Hawaiian Electric Company, Inc.
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|
Large accelerated filer
o
|
|
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Accelerated filer
o
|
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Accelerated filer
o
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Non-accelerated filer
o
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Non-accelerated filer
x
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|
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(Do not check if a smaller reporting company)
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Smaller reporting company
o
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Class of Common Stock
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Outstanding October 31, 2014
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Hawaiian Electric Industries, Inc. (Without Par Value)
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102,562,464 Shares
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Hawaiian Electric Company, Inc. ($6-2/3 Par Value)
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15,429,105 Shares (not publicly traded)
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Page No.
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Consolidated Statements of Income -
three and nine months ended September 30, 2014 and 2013 |
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Consolidated Statements of Comprehensive Income -
three and nine months ended September 30, 2014 and 2013 |
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Consolidated Balance Sheets - September 30, 2014 and December 31, 2013
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Consolidated Statements of Changes in Shareholders’ Equity -
nine months ended September 30, 2014 and 2013 |
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Consolidated Statements of Cash Flows -
nine months ended September 30, 2014 and 2013 |
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Consolidated Statements of Income -
three and nine months ended September 30, 2014 and 2013 |
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Consolidated Statements of Comprehensive Income -
three and nine months ended September 30, 2014 and 2013 |
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Consolidated Balance Sheets - September 30, 2014 and December 31, 2013
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Consolidated Statements of Changes in Common Stock Equity -
nine months ended September 30, 2014 and 2013 |
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Consolidated Statements of Cash Flows -
nine months ended September 30, 2014 and 2013 |
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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|||
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Terms
|
|
Definitions
|
AFUDC
|
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Allowance for funds used during construction
|
AOCI
|
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Accumulated other comprehensive income/(loss)
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ARO
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Asset retirement obligation
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ASB
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American Savings Bank, F.S.B., a wholly-owned subsidiary of American Savings Holdings, Inc.
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ASHI
|
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American Savings Holdings, Inc., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and the parent company of American Savings Bank, F.S.B.
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ASU
|
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Accounting Standards Update
|
CIP CT-1
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Campbell Industrial Park 110 MW combustion turbine No. 1
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CIS
|
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Customer Information System
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Company
|
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Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc. and its subsidiaries (listed under Hawaiian Electric); American Savings Holdings, Inc. and its subsidiary, American Savings Bank, F.S.B.; HEI Properties, Inc.; Hawaiian Electric Industries Capital Trust II and Hawaiian Electric Industries Capital Trust III (inactive financing entities); and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.).
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Consumer Advocate
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Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii
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DBEDT
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State of Hawaii Department of Business, Economic Development and Tourism
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D&O
|
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Decision and order
|
Dodd-Frank Act
|
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Dodd-Frank Wall Street Reform and Consumer Protection Act
|
DOH
|
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Department of Health of the State of Hawaii
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DRIP
|
|
HEI Dividend Reinvestment and Stock Purchase Plan
|
DSM
|
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Demand-side management
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ECAC
|
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Energy cost adjustment clauses
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EIP
|
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2010 Equity and Incentive Plan, as amended and restated
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EGU
|
|
Electrical generating unit
|
Energy Agreement
|
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Agreement dated October 20, 2008 and signed by the Governor of the State of Hawaii, the State of Hawaii Department of Business, Economic Development and Tourism, the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs, and Hawaiian Electric, for itself and on behalf of its electric utility subsidiaries committing to actions to develop renewable energy and reduce dependence on fossil fuels in support of the HCEI
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EPA
|
|
Environmental Protection Agency — federal
|
EPS
|
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Earnings per share
|
ERISA
|
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Employee Retirement Income Security Act of 1974, as amended
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EVE
|
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Economic value of equity
|
Exchange Act
|
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Securities Exchange Act of 1934
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FASB
|
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Financial Accounting Standards Board
|
FDIC
|
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Federal Deposit Insurance Corporation
|
federal
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U.S. Government
|
FHLB
|
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Federal Home Loan Bank
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FHLMC
|
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Federal Home Loan Mortgage Corporation
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FNMA
|
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Federal National Mortgage Association
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FRB
|
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Federal Reserve Board
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Terms
|
|
Definitions
|
GAAP
|
|
Accounting principles generally accepted in the United States of America
|
GHG
|
|
Greenhouse gas
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GNMA
|
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Government National Mortgage Association
|
HCEI
|
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Hawaii Clean Energy Initiative
|
Hawaiian Electric
|
|
Hawaiian Electric Company, Inc., an electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Hawaii Electric Light Company, Inc., Maui Electric Company, Limited, HECO Capital Trust III (unconsolidated financing subsidiary), Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp.
|
Hawaii Electric Light
|
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Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc.
|
HEI
|
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Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., American Savings Holdings, Inc., HEI Properties, Inc., Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.)
|
HEIRSP
|
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Hawaiian Electric Industries Retirement Savings Plan
|
HELOC
|
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Home equity line of credit
|
Hpower
|
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City and County of Honolulu with respect to a power purchase agreement for a refuse-fired plant
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IPP
|
|
Independent power producer
|
IRP
|
|
Integrated resource planning
|
Kalaeloa
|
|
Kalaeloa Partners, L.P.
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kW
|
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Kilowatt
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KWH
|
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Kilowatthour
|
LTIP
|
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Long-term incentive plan
|
LGD
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Loss given default
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Maui Electric
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Maui Electric Company, Limited, an electric utility subsidiary of Hawaiian Electric Company, Inc.
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MW
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|
Megawatt/s (as applicable)
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NII
|
|
Net interest income
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O&M
|
|
Other operation and maintenance
|
OCC
|
|
Office of the Comptroller of the Currency
|
OPEB
|
|
Postretirement benefits other than pensions
|
PPA
|
|
Power purchase agreement
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PPAC
|
|
Purchased power adjustment clause
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PUC
|
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Public Utilities Commission of the State of Hawaii
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PV
|
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Photovaltaic
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RAM
|
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Revenue adjustment mechanism
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RBA
|
|
Revenue balancing account
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RFP
|
|
Request for proposals
|
ROACE
|
|
Return on average common equity
|
RORB
|
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Return on average rate base
|
RPS
|
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Renewable portfolio standard
|
SAR
|
|
Stock appreciation right
|
SEC
|
|
Securities and Exchange Commission
|
See
|
|
Means the referenced material is incorporated by reference
|
TDR
|
|
Troubled debt restructuring
|
Trust III
|
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HECO Capital Trust III
|
Utilities
|
|
Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited
|
VIE
|
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Variable interest entity
|
•
|
international, national and local economic conditions, including the state of the Hawaii tourism, defense and construction industries, the strength or weakness of the Hawaii and continental U.S. real estate markets (including the fair value and/or the actual performance of collateral underlying loans held by American Savings Bank, F.S.B. (ASB), which could result in higher loan loss provisions and write-offs), decisions concerning the extent of the presence of the federal government and military in Hawaii, the implications and potential impacts of U.S. and foreign capital and credit market conditions and federal, state and international responses to those conditions, and the potential impacts of global developments (including global economic conditions and uncertainties, unrest, ongoing conflicts in North Africa and the Middle East, terrorist acts, potential conflict or crisis with North Korea or Iran, developments in the Ukraine and potential pandemics);
|
•
|
the effects of future actions or inaction of the U.S. government or related agencies, including those related to the U.S. debt ceiling and monetary policy;
|
•
|
weather and natural disasters (e.g., hurricanes, earthquakes, tsunamis, lightning strikes, lava flows and the potential effects of climate change, such as more severe storms and rising sea levels), including their impact on the Company's and Utilities' operations and the economy;
|
•
|
the timing and extent of changes in interest rates and the shape of the yield curve;
|
•
|
the ability of the Company and the Utilities to access the credit and capital markets (e.g., to obtain commercial paper and other short-term and long-term debt financing, including lines of credit, and, in the case of HEI, to issue common stock) under volatile and challenging market conditions, and the cost of such financings, if available;
|
•
|
the risks inherent in changes in the value of the Company’s pension and other retirement plan assets and ASB’s securities available for sale;
|
•
|
changes in laws, regulations, market conditions and other factors that result in changes in assumptions used to calculate retirement benefits costs and funding requirements;
|
•
|
the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and of the rules and regulations that the Dodd-Frank Act requires to be promulgated;
|
•
|
increasing competition in the banking industry (e.g., increased price competition for deposits, or an outflow of deposits to alternative investments, which may have an adverse impact on ASB’s cost of funds);
|
•
|
the implementation of the Energy Agreement with the State of Hawaii and Consumer Advocate (Energy Agreement), setting forth the goals and objectives of a Hawaii Clean Energy Initiative (HCEI), and the fulfillment by the Utilities of their commitments under the Energy Agreement (given the Public Utilities Commission of the State of Hawaii (PUC) approvals needed; the PUC’s potential delay in considering (and potential disapproval of actual or proposed) HCEI-related costs; reliance by the Utilities on outside parties such as the state, independent power producers (IPPs) and developers; potential changes in political support for the HCEI; and uncertainties surrounding wind power, proposed undersea cables, biofuels, environmental assessments and the impacts of implementation of the HCEI on future costs of electricity);
|
•
|
the ability of the Utilities to develop, implement and recover the costs of implementing the Utilities’ action plans and business model changes that are being developed in response to the four orders that the PUC issued in April 2014, in which the PUC: directed the Utilities to develop, among other things, Power Supply Improvement Plans, a Demand Response Portfolio Plan and a Distributed Generation Interconnection Plan; described the PUC’s inclinations on the future of Hawaii’s electric utilities and the vision, business strategies and regulatory policy changes required to align the Utilities’ business model with customer interests and the state’s public policy goals; and emphasized the need to “leap ahead” of other states in creating a 21st century generation system and modern transmission and distribution grids;
|
•
|
capacity and supply constraints or difficulties, especially if generating units (utility-owned or IPP-owned) fail or measures such as demand-side management (DSM), distributed generation, combined heat and power or other firm capacity supply-side resources fall short of achieving their forecasted benefits or are otherwise insufficient to reduce or meet peak demand;
|
•
|
fuel oil price changes, delivery of adequate fuel by suppliers and the continued availability to the electric utilities of their energy cost adjustment clauses (ECACs);
|
•
|
the continued availability to the electric utilities of other cost recovery mechanisms, including the purchased power adjustment clauses (PPACs), revenue adjustment mechanisms (RAMs) and pension and postretirement benefits other than pensions (OPEB) tracking mechanisms, and the continued decoupling of revenues from sales to mitigate the effects of declining kilowatthour sales;
|
•
|
the impact of fuel price volatility on customer satisfaction and political and regulatory support for the Utilities;
|
•
|
the risks associated with increasing reliance on renewable energy, as contemplated under the Energy Agreement, including the availability and cost of non-fossil fuel supplies for renewable energy generation and the operational impacts of adding intermittent sources of renewable energy to the electric grid;
|
•
|
the growing risk that energy production from renewable generating resources may be curtailed and the interconnection of additional resources will be constrained as more generating resources are added to the Utilities' electric systems and as customers reduce their energy usage;
|
•
|
the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);
|
•
|
the ability of the Utilities to negotiate, periodically, favorable agreements for significant resources such as fuel supply contracts and collective bargaining agreements;
|
•
|
new technological developments that could affect the operations and prospects of HEI and ASB or their competitors;
|
•
|
new technological developments, such as the commercial development of energy storage and microgrids, that could affect the operations of the Utilities;
|
•
|
cyber security risks and the potential for cyber incidents, including potential incidents at HEI, ASB and the Utilities (including at ASB branches and electric utility plants) and incidents at data processing centers they use, to the extent not prevented by intrusion detection and prevention systems, anti-virus software, firewalls and other general information technology controls;
|
•
|
federal, state, county and international governmental and regulatory actions, such as existing, new and changes in laws, rules and regulations applicable to HEI, the Utilities and ASB (including changes in taxation, increases in capital requirements, regulatory policy changes, environmental laws and regulations (including resulting compliance costs and risks of fines and penalties and/or liabilities), the regulation of greenhouse gas (GHG) emissions, governmental fees and assessments (such as Federal Deposit Insurance Corporation assessments), and potential carbon “cap and trade” legislation that may fundamentally alter costs to produce electricity and accelerate the move to renewable generation);
|
•
|
developments in laws, regulations, and policies governing protections for historic, archaeological, and cultural sites, and plant and animal species and habitats, as well as developments in the implementation and enforcement of such laws, regulations, and policies;
|
•
|
discovery of conditions that may be attributable to historical chemical releases, including any necessary investigation and remediation, and any associated enforcement, litigation, or regulatory oversight;
|
•
|
decisions by the PUC in rate cases and other proceedings (including the risks of delays in the timing of decisions, adverse changes in final decisions from interim decisions and the disallowance of project costs as a result of adverse regulatory audit reports or otherwise);
|
•
|
decisions by the PUC and by other agencies and courts on land use, environmental and other permitting issues (such as required corrective actions, restrictions and penalties that may arise, such as with respect to environmental conditions or renewable portfolio standards (RPS));
|
•
|
potential enforcement actions by the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation (FDIC) and/or other governmental authorities (such as consent orders, required corrective actions, restrictions and penalties that may arise, for example, with respect to compliance deficiencies under existing or new banking and consumer protection laws and regulations or with respect to capital adequacy);
|
•
|
the ability of the Utilities to recover increasing costs and earn a reasonable return on capital investments not covered by revenue adjustment mechanisms;
|
•
|
the risks associated with the geographic concentration of HEI’s businesses and ASB’s loans, ASB’s concentration in a single product type (i.e., first mortgages) and ASB’s significant credit relationships (i.e., concentrations of large loans and/or credit lines with certain customers);
|
•
|
changes in accounting principles applicable to HEI, the Utilities and ASB, including the adoption of new U.S. accounting standards, the potential discontinuance of regulatory accounting and the effects of potentially required consolidation of variable interest entities (VIEs) or required capital lease accounting for PPAs with IPPs;
|
•
|
changes by securities rating agencies in their ratings of the securities of HEI and Hawaiian Electric and the results of financing efforts;
|
•
|
faster than expected loan prepayments that can cause an acceleration of the amortization of premiums on loans and investments and the impairment of mortgage-servicing assets of ASB;
|
•
|
changes in ASB’s loan portfolio credit profile and asset quality which may increase or decrease the required level of provision for loan losses, allowance for loan losses and charge-offs;
|
•
|
changes in ASB’s deposit cost or mix which may have an adverse impact on ASB’s cost of funds;
|
•
|
the final outcome of tax positions taken by HEI, the Utilities and ASB;
|
•
|
the risks of suffering losses and incurring liabilities that are uninsured (e.g., damages to the Utilities’ transmission and distribution system and losses from business interruption) or underinsured (e.g., losses not covered as a result of insurance deductibles or other exclusions or exceeding policy limits); and
|
•
|
other risks or uncertainties described elsewhere in this report and in other reports (e.g., “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K) previously and subsequently filed by HEI and/or Hawaiian Electric with the Securities and Exchange Commission (SEC).
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in thousands, except per share amounts)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric utility
|
|
$
|
803,565
|
|
|
$
|
764,054
|
|
|
$
|
2,262,056
|
|
|
$
|
2,210,020
|
|
Bank
|
|
63,536
|
|
|
65,058
|
|
|
187,771
|
|
|
195,841
|
|
||||
Other
|
|
(5
|
)
|
|
56
|
|
|
(325
|
)
|
|
106
|
|
||||
Total revenues
|
|
867,096
|
|
|
829,168
|
|
|
2,449,502
|
|
|
2,405,967
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric utility
|
|
727,409
|
|
|
694,201
|
|
|
2,045,166
|
|
|
2,030,071
|
|
||||
Bank
|
|
43,964
|
|
|
42,223
|
|
|
129,528
|
|
|
126,550
|
|
||||
Other
|
|
4,621
|
|
|
4,706
|
|
|
13,125
|
|
|
12,276
|
|
||||
Total expenses
|
|
775,994
|
|
|
741,130
|
|
|
2,187,819
|
|
|
2,168,897
|
|
||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric utility
|
|
76,156
|
|
|
69,853
|
|
|
216,890
|
|
|
179,949
|
|
||||
Bank
|
|
19,572
|
|
|
22,835
|
|
|
58,243
|
|
|
69,291
|
|
||||
Other
|
|
(4,626
|
)
|
|
(4,650
|
)
|
|
(13,450
|
)
|
|
(12,170
|
)
|
||||
Total operating income
|
|
91,102
|
|
|
88,038
|
|
|
261,683
|
|
|
237,070
|
|
||||
Interest expense, net—other than on deposit liabilities and other bank borrowings
|
|
(19,170
|
)
|
|
(19,043
|
)
|
|
(58,648
|
)
|
|
(56,216
|
)
|
||||
Allowance for borrowed funds used during construction
|
|
740
|
|
|
498
|
|
|
1,877
|
|
|
1,626
|
|
||||
Allowance for equity funds used during construction
|
|
1,937
|
|
|
1,255
|
|
|
4,933
|
|
|
4,030
|
|
||||
Income before income taxes
|
|
74,609
|
|
|
70,748
|
|
|
209,845
|
|
|
186,510
|
|
||||
Income taxes
|
|
26,323
|
|
|
22,041
|
|
|
73,265
|
|
|
62,590
|
|
||||
Net income
|
|
48,286
|
|
|
48,707
|
|
|
136,580
|
|
|
123,920
|
|
||||
Preferred stock dividends of subsidiaries
|
|
471
|
|
|
471
|
|
|
1,417
|
|
|
1,417
|
|
||||
Net income for common stock
|
|
$
|
47,815
|
|
|
$
|
48,236
|
|
|
$
|
135,163
|
|
|
$
|
122,503
|
|
Basic earnings per common share
|
|
$
|
0.47
|
|
|
$
|
0.49
|
|
|
$
|
1.33
|
|
|
$
|
1.24
|
|
Diluted earnings per common share
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
1.32
|
|
|
$
|
1.23
|
|
Dividends per common share
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
Weighted-average number of common shares outstanding
|
|
102,416
|
|
|
99,204
|
|
|
101,768
|
|
|
98,670
|
|
||||
Net effect of potentially dilutive shares
|
|
610
|
|
|
614
|
|
|
710
|
|
|
620
|
|
||||
Adjusted weighted-average shares
|
|
103,026
|
|
|
99,818
|
|
|
102,478
|
|
|
99,290
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income for common stock
|
|
$
|
47,815
|
|
|
$
|
48,236
|
|
|
$
|
135,163
|
|
|
$
|
122,503
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on securities arising during the period, net of (taxes) tax benefits of $1,094, $1,049, ($2,249) and $7,081 for the respective periods
|
|
(1,657
|
)
|
|
(1,589
|
)
|
|
3,406
|
|
|
(10,724
|
)
|
||||
Less: reclassification adjustment for net realized gains included in net income, net of taxes of nil, nil, $1,132 and $488 for the respective periods
|
|
—
|
|
|
—
|
|
|
(1,715
|
)
|
|
(738
|
)
|
||||
Derivatives qualified as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: reclassification adjustment to net income, net of tax benefits of $37, $37, $112 and $112 for the respective periods
|
|
59
|
|
|
59
|
|
|
177
|
|
|
177
|
|
||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $1,900, $3,697, $5,438 and $11,173 for the respective periods
|
|
2,829
|
|
|
5,789
|
|
|
8,515
|
|
|
17,490
|
|
||||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $1,619, $3,284, $4,858 and $9,852 for the respective periods
|
|
(2,542
|
)
|
|
(5,156
|
)
|
|
(7,627
|
)
|
|
(15,468
|
)
|
||||
Other comprehensive income (loss), net of taxes
|
|
(1,311
|
)
|
|
(897
|
)
|
|
2,756
|
|
|
(9,263
|
)
|
||||
Comprehensive income attributable to Hawaiian Electric Industries, Inc.
|
|
$
|
46,504
|
|
|
$
|
47,339
|
|
|
$
|
137,919
|
|
|
$
|
113,240
|
|
(dollars in thousands)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
192,555
|
|
|
$
|
220,036
|
|
Accounts receivable and unbilled revenues, net
|
|
365,728
|
|
|
346,785
|
|
||
Available-for-sale investment and mortgage-related securities
|
|
531,603
|
|
|
529,007
|
|
||
Investment in stock of Federal Home Loan Bank of Seattle
|
|
75,063
|
|
|
92,546
|
|
||
Loans receivable held for investment, net
|
|
4,291,960
|
|
|
4,110,113
|
|
||
Loans held for sale, at lower of cost or fair value
|
|
2,328
|
|
|
5,302
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2,241,677 and $2,192,422 at the respective dates
|
|
4,048,106
|
|
|
3,865,514
|
|
||
Regulatory assets
|
|
575,712
|
|
|
575,924
|
|
||
Other
|
|
505,226
|
|
|
512,627
|
|
||
Goodwill
|
|
82,190
|
|
|
82,190
|
|
||
Total assets
|
|
$
|
10,670,471
|
|
|
$
|
10,340,044
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
177,495
|
|
|
$
|
212,331
|
|
Interest and dividends payable
|
|
26,051
|
|
|
26,716
|
|
||
Deposit liabilities
|
|
4,533,797
|
|
|
4,372,477
|
|
||
Short-term borrowings—other than bank
|
|
150,576
|
|
|
105,482
|
|
||
Other bank borrowings
|
|
263,204
|
|
|
244,514
|
|
||
Long-term debt, net—other than bank
|
|
1,517,946
|
|
|
1,492,945
|
|
||
Deferred income taxes
|
|
585,432
|
|
|
529,260
|
|
||
Regulatory liabilities
|
|
357,090
|
|
|
349,299
|
|
||
Contributions in aid of construction
|
|
448,811
|
|
|
432,894
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
|
274,909
|
|
|
288,539
|
|
||
Other
|
|
499,459
|
|
|
524,224
|
|
||
Total liabilities
|
|
8,834,770
|
|
|
8,578,681
|
|
||
Preferred stock of subsidiaries - not subject to mandatory redemption
|
|
34,293
|
|
|
34,293
|
|
||
Commitments and contingencies (Notes 3 and 4)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
|
|
||
Preferred stock, no par value, authorized 10,000,000 shares; issued: none
|
|
—
|
|
|
—
|
|
||
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 102,562,464 shares and 101,259,800 shares at the respective dates
|
|
1,519,256
|
|
|
1,488,126
|
|
||
Retained earnings
|
|
296,146
|
|
|
255,694
|
|
||
Accumulated other comprehensive loss, net of tax benefits
|
|
(13,994
|
)
|
|
(16,750
|
)
|
||
Total shareholders’ equity
|
|
1,801,408
|
|
|
1,727,070
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
10,670,471
|
|
|
$
|
10,340,044
|
|
|
|
Common stock
|
|
Retained
|
|
Accumulated
other
comprehensive
|
|
|
|||||||||||
(in thousands, except per share amounts)
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
income (loss)
|
|
Total
|
|||||||||
Balance, December 31, 2013
|
|
101,260
|
|
|
$
|
1,488,126
|
|
|
$
|
255,694
|
|
|
$
|
(16,750
|
)
|
|
$
|
1,727,070
|
|
Net income for common stock
|
|
—
|
|
|
—
|
|
|
135,163
|
|
|
—
|
|
|
135,163
|
|
||||
Other comprehensive income, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,756
|
|
|
2,756
|
|
||||
Issuance of common stock, net
|
|
1,302
|
|
|
31,130
|
|
|
—
|
|
|
—
|
|
|
31,130
|
|
||||
Common stock dividends ($0.93 per share)
|
|
—
|
|
|
—
|
|
|
(94,711
|
)
|
|
—
|
|
|
(94,711
|
)
|
||||
Balance, September 30, 2014
|
|
102,562
|
|
|
$
|
1,519,256
|
|
|
$
|
296,146
|
|
|
$
|
(13,994
|
)
|
|
$
|
1,801,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, December 31, 2012
|
|
97,928
|
|
|
$
|
1,403,484
|
|
|
$
|
216,804
|
|
|
$
|
(26,423
|
)
|
|
$
|
1,593,865
|
|
Net income for common stock
|
|
—
|
|
|
—
|
|
|
122,503
|
|
|
—
|
|
|
122,503
|
|
||||
Other comprehensive loss, net of tax benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,263
|
)
|
|
(9,263
|
)
|
||||
Issuance of common stock, net
|
|
1,614
|
|
|
40,099
|
|
|
—
|
|
|
—
|
|
|
40,099
|
|
||||
Common stock dividends ($0.93 per share)
|
|
—
|
|
|
—
|
|
|
(91,739
|
)
|
|
—
|
|
|
(91,739
|
)
|
||||
Balance, September 30, 2013
|
|
99,542
|
|
|
$
|
1,443,583
|
|
|
$
|
247,568
|
|
|
$
|
(35,686
|
)
|
|
$
|
1,655,465
|
|
Nine months ended September 30
|
|
2014
|
|
2013
|
||||
(in thousands)
|
|
|
|
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
136,580
|
|
|
$
|
123,920
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation of property, plant and equipment
|
|
129,574
|
|
|
120,355
|
|
||
Other amortization
|
|
5,454
|
|
|
2,352
|
|
||
Provision for loan losses
|
|
3,566
|
|
|
953
|
|
||
Loans receivable originated and purchased, held for sale
|
|
(102,523
|
)
|
|
(199,772
|
)
|
||
Proceeds from sale of loans receivable, held for sale
|
|
106,918
|
|
|
223,221
|
|
||
Gain on sale of credit card portfolio
|
|
—
|
|
|
(2,251
|
)
|
||
Increase in deferred income taxes
|
|
48,900
|
|
|
60,580
|
|
||
Excess tax benefits from share-based payment arrangements
|
|
(271
|
)
|
|
(469
|
)
|
||
Allowance for equity funds used during construction
|
|
(4,933
|
)
|
|
(4,030
|
)
|
||
Change in cash overdraft
|
|
(1,038
|
)
|
|
—
|
|
||
Changes in assets and liabilities
|
|
|
|
|
|
|
||
Decrease (increase) in accounts receivable and unbilled revenues, net
|
|
(18,943
|
)
|
|
12,740
|
|
||
Decrease in fuel oil stock
|
|
15,784
|
|
|
24,332
|
|
||
Increase in regulatory assets
|
|
(17,531
|
)
|
|
(53,314
|
)
|
||
Decrease in accounts, interest and dividends payable
|
|
(75,812
|
)
|
|
(21,708
|
)
|
||
Change in prepaid and accrued income taxes and utility revenue taxes
|
|
(2,044
|
)
|
|
(19,212
|
)
|
||
Decrease in defined benefit pension and other postretirement benefit plans liability
|
|
(2,594
|
)
|
|
(509
|
)
|
||
Change in other assets and liabilities
|
|
(47,677
|
)
|
|
(20,462
|
)
|
||
Net cash provided by operating activities
|
|
173,410
|
|
|
246,726
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Available-for-sale investment and mortgage-related securities purchased
|
|
(130,578
|
)
|
|
(39,721
|
)
|
||
Principal repayments on available-for-sale investment and mortgage-related securities
|
|
52,678
|
|
|
84,487
|
|
||
Proceeds from sale of available-for-sale investment securities
|
|
79,564
|
|
|
71,367
|
|
||
Redemption of stock from Federal Home Loan Bank of Seattle
|
|
17,482
|
|
|
2,609
|
|
||
Net increase in loans held for investment
|
|
(184,766
|
)
|
|
(293,996
|
)
|
||
Proceeds from sale of real estate acquired in settlement of loans
|
|
2,930
|
|
|
8,777
|
|
||
Capital expenditures
|
|
(236,003
|
)
|
|
(247,392
|
)
|
||
Contributions in aid of construction
|
|
21,740
|
|
|
23,633
|
|
||
Proceeds from sale of credit card portfolio
|
|
—
|
|
|
26,386
|
|
||
Other
|
|
(39
|
)
|
|
426
|
|
||
Net cash used in investing activities
|
|
(376,992
|
)
|
|
(363,424
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Net increase in deposit liabilities
|
|
161,320
|
|
|
80,926
|
|
||
Net increase in short-term borrowings with original maturities of three months or less
|
|
45,094
|
|
|
47,648
|
|
||
Net decrease in retail repurchase agreements
|
|
(6,306
|
)
|
|
(6,314
|
)
|
||
Proceeds from other bank borrowings
|
|
90,000
|
|
|
120,000
|
|
||
Repayments of other bank borrowings
|
|
(65,000
|
)
|
|
(70,000
|
)
|
||
Proceeds from issuance of long-term debt
|
|
125,000
|
|
|
50,000
|
|
||
Repayment of long-term debt
|
|
(100,000
|
)
|
|
(50,000
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
|
271
|
|
|
469
|
|
||
Net proceeds from issuance of common stock
|
|
26,910
|
|
|
18,383
|
|
||
Common stock dividends
|
|
(94,674
|
)
|
|
(73,584
|
)
|
||
Preferred stock dividends of subsidiaries
|
|
(1,417
|
)
|
|
(1,417
|
)
|
||
Other
|
|
(5,097
|
)
|
|
(4,033
|
)
|
||
Net cash provided by financing activities
|
|
176,101
|
|
|
112,078
|
|
||
Net decrease in cash and cash equivalents
|
|
(27,481
|
)
|
|
(4,620
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
220,036
|
|
|
219,662
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
192,555
|
|
|
$
|
215,042
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
$
|
803,565
|
|
|
$
|
764,054
|
|
|
$
|
2,262,056
|
|
|
$
|
2,210,020
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fuel oil
|
|
309,432
|
|
|
283,360
|
|
|
865,989
|
|
|
877,738
|
|
||||
Purchased power
|
|
192,882
|
|
|
194,861
|
|
|
546,121
|
|
|
526,669
|
|
||||
Other operation and maintenance
|
|
108,313
|
|
|
104,513
|
|
|
295,483
|
|
|
300,723
|
|
||||
Depreciation
|
|
41,594
|
|
|
38,995
|
|
|
124,790
|
|
|
115,865
|
|
||||
Taxes, other than income taxes
|
|
75,188
|
|
|
72,472
|
|
|
212,783
|
|
|
209,076
|
|
||||
Total expenses
|
|
727,409
|
|
|
694,201
|
|
|
2,045,166
|
|
|
2,030,071
|
|
||||
Operating income
|
|
76,156
|
|
|
69,853
|
|
|
216,890
|
|
|
179,949
|
|
||||
Allowance for equity funds used during construction
|
|
1,937
|
|
|
1,255
|
|
|
4,933
|
|
|
4,030
|
|
||||
Interest expense and other charges, net
|
|
(16,414
|
)
|
|
(15,033
|
)
|
|
(48,989
|
)
|
|
(43,960
|
)
|
||||
Allowance for borrowed funds used during construction
|
|
740
|
|
|
498
|
|
|
1,877
|
|
|
1,626
|
|
||||
Income before income taxes
|
|
62,419
|
|
|
56,573
|
|
|
174,711
|
|
|
141,645
|
|
||||
Income taxes
|
|
23,042
|
|
|
18,258
|
|
|
64,686
|
|
|
49,210
|
|
||||
Net income
|
|
39,377
|
|
|
38,315
|
|
|
110,025
|
|
|
92,435
|
|
||||
Preferred stock dividends of subsidiaries
|
|
228
|
|
|
228
|
|
|
686
|
|
|
686
|
|
||||
Net income attributable to Hawaiian Electric
|
|
39,149
|
|
|
38,087
|
|
|
109,339
|
|
|
91,749
|
|
||||
Preferred stock dividends of Hawaiian Electric
|
|
270
|
|
|
270
|
|
|
810
|
|
|
810
|
|
||||
Net income for common stock
|
|
$
|
38,879
|
|
|
$
|
37,817
|
|
|
$
|
108,529
|
|
|
$
|
90,939
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income for common stock
|
|
$
|
38,879
|
|
|
$
|
37,817
|
|
|
$
|
108,529
|
|
|
$
|
90,939
|
|
Other comprehensive income, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $1,626, $3,295, $4,878 and $9,885 for the respective periods
|
|
2,552
|
|
|
5,173
|
|
|
7,659
|
|
|
15,520
|
|
||||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $1,619, $3,284, $4,858 and $9,852 for the respective periods
|
|
(2,542
|
)
|
|
(5,156
|
)
|
|
(7,627
|
)
|
|
(15,468
|
)
|
||||
Other comprehensive income, net of taxes
|
|
10
|
|
|
17
|
|
|
32
|
|
|
52
|
|
||||
Comprehensive income attributable to Hawaiian Electric Company, Inc.
|
|
$
|
38,889
|
|
|
$
|
37,834
|
|
|
$
|
108,561
|
|
|
$
|
90,991
|
|
(dollars in thousands, except par value)
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
|
||||
Utility property, plant and equipment
|
|
|
|
|
|
|
||
Land
|
|
$
|
52,344
|
|
|
$
|
51,883
|
|
Plant and equipment
|
|
5,902,397
|
|
|
5,701,875
|
|
||
Less accumulated depreciation
|
|
(2,167,545
|
)
|
|
(2,111,229
|
)
|
||
Construction in progress
|
|
179,190
|
|
|
143,233
|
|
||
Utility property, plant and equipment, net
|
|
3,966,386
|
|
|
3,785,762
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation of $1,229 and $1,223 at respective dates
|
|
6,561
|
|
|
6,567
|
|
||
Total property, plant and equipment, net
|
|
3,972,947
|
|
|
3,792,329
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
18,387
|
|
|
62,825
|
|
||
Customer accounts receivable, net
|
|
189,733
|
|
|
175,448
|
|
||
Accrued unbilled revenues, net
|
|
143,153
|
|
|
144,124
|
|
||
Other accounts receivable, net
|
|
19,508
|
|
|
14,062
|
|
||
Fuel oil stock, at average cost
|
|
118,303
|
|
|
134,087
|
|
||
Materials and supplies, at average cost
|
|
60,639
|
|
|
59,044
|
|
||
Prepayments and other
|
|
50,270
|
|
|
52,857
|
|
||
Regulatory assets
|
|
54,700
|
|
|
69,738
|
|
||
Total current assets
|
|
654,693
|
|
|
712,185
|
|
||
Other long-term assets
|
|
|
|
|
|
|
||
Regulatory assets
|
|
521,012
|
|
|
506,186
|
|
||
Unamortized debt expense
|
|
8,619
|
|
|
9,003
|
|
||
Other
|
|
67,891
|
|
|
67,426
|
|
||
Total other long-term assets
|
|
597,522
|
|
|
582,615
|
|
||
Total assets
|
|
$
|
5,225,162
|
|
|
$
|
5,087,129
|
|
Capitalization and liabilities
|
|
|
|
|
|
|
||
Capitalization
|
|
|
|
|
|
|
||
Common stock ($6 2/3 par value, authorized 50,000,000 shares; outstanding 15,429,105 shares)
|
|
$
|
102,880
|
|
|
$
|
102,880
|
|
Premium on capital stock
|
|
541,447
|
|
|
541,452
|
|
||
Retained earnings
|
|
990,784
|
|
|
948,624
|
|
||
Accumulated other comprehensive income, net of income taxes-retirement benefit plans
|
|
640
|
|
|
608
|
|
||
Common stock equity
|
|
1,635,751
|
|
|
1,593,564
|
|
||
Cumulative preferred stock — not subject to mandatory redemption
|
|
34,293
|
|
|
34,293
|
|
||
Long-term debt, net
|
|
1,206,546
|
|
|
1,206,545
|
|
||
Total capitalization
|
|
2,876,590
|
|
|
2,834,402
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
11,400
|
|
|
11,400
|
|
||
Short-term borrowings from non-affiliates
|
|
84,987
|
|
|
—
|
|
||
Accounts payable
|
|
151,978
|
|
|
189,559
|
|
||
Interest and preferred dividends payable
|
|
24,401
|
|
|
21,652
|
|
||
Taxes accrued
|
|
236,481
|
|
|
249,445
|
|
||
Regulatory liabilities
|
|
528
|
|
|
1,916
|
|
||
Other
|
|
62,400
|
|
|
63,881
|
|
||
Total current liabilities
|
|
572,175
|
|
|
537,853
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
565,499
|
|
|
507,161
|
|
||
Regulatory liabilities
|
|
356,562
|
|
|
347,383
|
|
||
Unamortized tax credits
|
|
79,268
|
|
|
73,539
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
|
248,338
|
|
|
262,162
|
|
||
Other
|
|
77,919
|
|
|
91,735
|
|
||
Total deferred credits and other liabilities
|
|
1,327,586
|
|
|
1,281,980
|
|
||
Contributions in aid of construction
|
|
448,811
|
|
|
432,894
|
|
||
Total capitalization and liabilities
|
|
$
|
5,225,162
|
|
|
$
|
5,087,129
|
|
|
|
Common stock
|
|
Premium
on
capital
|
|
Retained
|
|
Accumulated
other
comprehensive
|
|
|
|||||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
stock
|
|
earnings
|
|
income (loss)
|
|
Total
|
|||||||||||
Balance, December 31, 2013
|
|
15,429
|
|
|
$
|
102,880
|
|
|
$
|
541,452
|
|
|
$
|
948,624
|
|
|
$
|
608
|
|
|
$
|
1,593,564
|
|
Net income for common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,529
|
|
|
—
|
|
|
108,529
|
|
|||||
Other comprehensive income, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
|||||
Common stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,369
|
)
|
|
—
|
|
|
(66,369
|
)
|
|||||
Common stock issuance expenses
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Balance, September 30, 2014
|
|
15,429
|
|
|
$
|
102,880
|
|
|
$
|
541,447
|
|
|
$
|
990,784
|
|
|
$
|
640
|
|
|
$
|
1,635,751
|
|
Balance, December 31, 2012
|
|
14,665
|
|
|
$
|
97,788
|
|
|
$
|
468,045
|
|
|
$
|
907,273
|
|
|
$
|
(970
|
)
|
|
$
|
1,472,136
|
|
Net income for common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,939
|
|
|
—
|
|
|
90,939
|
|
|||||
Other comprehensive income, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
|||||
Common stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,183
|
)
|
|
—
|
|
|
(61,183
|
)
|
|||||
Balance, September 30, 2013
|
|
14,665
|
|
|
$
|
97,788
|
|
|
$
|
468,045
|
|
|
$
|
937,029
|
|
|
$
|
(918
|
)
|
|
$
|
1,501,944
|
|
Nine months ended September 30
|
|
2014
|
|
2013
|
||||
(in thousands)
|
|
|
|
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income
|
|
$
|
110,025
|
|
|
$
|
92,435
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||
Depreciation of property, plant and equipment
|
|
124,790
|
|
|
115,865
|
|
||
Other amortization
|
|
4,662
|
|
|
2,470
|
|
||
Increase in deferred income taxes
|
|
67,392
|
|
|
48,014
|
|
||
Change in tax credits, net
|
|
5,816
|
|
|
4,510
|
|
||
Allowance for equity funds used during construction
|
|
(4,933
|
)
|
|
(4,030
|
)
|
||
Change in cash overdraft
|
|
(1,038
|
)
|
|
—
|
|
||
Changes in assets and liabilities
|
|
|
|
|
|
|
||
Decrease (increase) in accounts receivable
|
|
(19,731
|
)
|
|
42,077
|
|
||
Decrease (increase) in accrued unbilled revenues
|
|
971
|
|
|
(5,603
|
)
|
||
Decrease in fuel oil stock
|
|
15,784
|
|
|
24,332
|
|
||
Increase in materials and supplies
|
|
(1,595
|
)
|
|
(8,349
|
)
|
||
Increase in regulatory assets
|
|
(17,531
|
)
|
|
(53,314
|
)
|
||
Decrease in accounts payable
|
|
(77,893
|
)
|
|
(22,974
|
)
|
||
Change in prepaid and accrued income taxes and utility revenue taxes
|
|
(18,075
|
)
|
|
(15,416
|
)
|
||
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
|
|
(748
|
)
|
|
1,488
|
|
||
Change in other assets and liabilities
|
|
(41,629
|
)
|
|
(10,195
|
)
|
||
Net cash provided by operating activities
|
|
146,267
|
|
|
211,310
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(229,105
|
)
|
|
(237,869
|
)
|
||
Contributions in aid of construction
|
|
21,740
|
|
|
23,633
|
|
||
Other
|
|
—
|
|
|
427
|
|
||
Net cash used in investing activities
|
|
(207,365
|
)
|
|
(213,809
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Common stock dividends
|
|
(66,369
|
)
|
|
(61,183
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
|
(1,496
|
)
|
|
(1,496
|
)
|
||
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
|
84,987
|
|
|
73,246
|
|
||
Other
|
|
(462
|
)
|
|
(42
|
)
|
||
Net cash provided by financing activities
|
|
16,660
|
|
|
10,525
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(44,438
|
)
|
|
8,026
|
|
||
Cash and cash equivalents, beginning of period
|
|
62,825
|
|
|
17,159
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,387
|
|
|
$
|
25,185
|
|
|
|
As previously
|
|
|
As
|
|
|
|
||||
(in thousands)
|
|
filed
|
|
|
revised
|
|
|
Difference
|
|
|||
HEI consolidated
|
|
|
|
|
|
|
||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
||||||
Three months ended September 30, 2013
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
831,229
|
|
|
$
|
829,168
|
|
|
$
|
(2,061
|
)
|
Operating income
|
|
90,099
|
|
|
88,038
|
|
|
(2,061
|
)
|
|||
Interest expense, net—other than on deposit liabilities and other bank borrowings
|
|
(20,304
|
)
|
|
(19,043
|
)
|
|
1,261
|
|
|||
Income before income taxes
|
|
71,548
|
|
|
70,748
|
|
|
(800
|
)
|
|||
Income taxes
|
|
22,841
|
|
|
22,041
|
|
|
(800
|
)
|
|||
Nine months ended September 30, 2013
|
|
|
|
|
|
|
||||||
Revenues
|
|
2,412,023
|
|
|
2,405,967
|
|
|
(6,056
|
)
|
|||
Operating income
|
|
243,126
|
|
|
237,070
|
|
|
(6,056
|
)
|
|||
Interest expense, net—other than on deposit liabilities and other bank borrowings
|
|
(59,705
|
)
|
|
(56,216
|
)
|
|
3,489
|
|
|||
Income before income taxes
|
|
189,077
|
|
|
186,510
|
|
|
(2,567
|
)
|
|||
Income taxes
|
|
65,157
|
|
|
62,590
|
|
|
(2,567
|
)
|
|||
Consolidated Balance Sheets
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
|
3,858,947
|
|
|
3,865,514
|
|
|
6,567
|
|
|||
Accumulated depreciation
|
|
(2,191,199
|
)
|
|
(2,192,422
|
)
|
|
(1,223
|
)
|
|||
Other assets
|
|
519,194
|
|
|
512,627
|
|
|
(6,567
|
)
|
|||
Hawaiian Electric consolidated
|
|
|
|
|
|
|
||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
|
||||||
Other assets
|
|
73,993
|
|
|
67,426
|
|
|
(6,567
|
)
|
(in thousands)
|
|
Electric utility
|
|
Bank
|
|
Other
|
|
Total
|
||||||||
Three months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
|
$
|
803,559
|
|
|
$
|
63,536
|
|
|
$
|
1
|
|
|
$
|
867,096
|
|
Intersegment revenues (eliminations)
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Revenues
|
|
803,565
|
|
|
63,536
|
|
|
(5
|
)
|
|
867,096
|
|
||||
Income (loss) before income taxes
|
|
62,419
|
|
|
19,572
|
|
|
(7,382
|
)
|
|
74,609
|
|
||||
Income taxes (benefit)
|
|
23,042
|
|
|
6,312
|
|
|
(3,031
|
)
|
|
26,323
|
|
||||
Net income (loss)
|
|
39,377
|
|
|
13,260
|
|
|
(4,351
|
)
|
|
48,286
|
|
||||
Preferred stock dividends of subsidiaries
|
|
498
|
|
|
—
|
|
|
(27
|
)
|
|
471
|
|
||||
Net income (loss) for common stock
|
|
38,879
|
|
|
13,260
|
|
|
(4,324
|
)
|
|
47,815
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
|
$
|
2,262,038
|
|
|
$
|
187,771
|
|
|
$
|
(307
|
)
|
|
$
|
2,449,502
|
|
Intersegment revenues (eliminations)
|
|
18
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||
Revenues
|
|
2,262,056
|
|
|
187,771
|
|
|
(325
|
)
|
|
2,449,502
|
|
||||
Income (loss) before income taxes
|
|
174,711
|
|
|
58,244
|
|
|
(23,110
|
)
|
|
209,845
|
|
||||
Income taxes (benefit)
|
|
64,686
|
|
|
18,769
|
|
|
(10,190
|
)
|
|
73,265
|
|
||||
Net income (loss)
|
|
110,025
|
|
|
39,475
|
|
|
(12,920
|
)
|
|
136,580
|
|
||||
Preferred stock dividends of subsidiaries
|
|
1,496
|
|
|
—
|
|
|
(79
|
)
|
|
1,417
|
|
||||
Net income (loss) for common stock
|
|
108,529
|
|
|
39,475
|
|
|
(12,841
|
)
|
|
135,163
|
|
||||
Assets (at September 30, 2014)
|
|
5,225,162
|
|
|
5,442,336
|
|
|
2,973
|
|
|
10,670,471
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three months ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
|
$
|
764,048
|
|
|
$
|
65,058
|
|
|
$
|
62
|
|
|
$
|
829,168
|
|
Intersegment revenues (eliminations)
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Revenues
|
|
764,054
|
|
|
65,058
|
|
|
56
|
|
|
829,168
|
|
||||
Income (loss) before income taxes
|
|
56,573
|
|
|
22,808
|
|
|
(8,633
|
)
|
|
70,748
|
|
||||
Income taxes (benefit)
|
|
18,258
|
|
|
7,532
|
|
|
(3,749
|
)
|
|
22,041
|
|
||||
Net income (loss)
|
|
38,315
|
|
|
15,276
|
|
|
(4,884
|
)
|
|
48,707
|
|
||||
Preferred stock dividends of subsidiaries
|
|
498
|
|
|
—
|
|
|
(27
|
)
|
|
471
|
|
||||
Net income (loss) for common stock
|
|
37,817
|
|
|
15,276
|
|
|
(4,857
|
)
|
|
48,236
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
|
$
|
2,210,002
|
|
|
$
|
195,841
|
|
|
$
|
124
|
|
|
$
|
2,405,967
|
|
Intersegment revenues (eliminations)
|
|
18
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||
Revenues
|
|
2,210,020
|
|
|
195,841
|
|
|
106
|
|
|
2,405,967
|
|
||||
Income (loss) before income taxes
|
|
141,645
|
|
|
69,265
|
|
|
(24,400
|
)
|
|
186,510
|
|
||||
Income taxes (benefit)
|
|
49,210
|
|
|
23,915
|
|
|
(10,535
|
)
|
|
62,590
|
|
||||
Net income (loss)
|
|
92,435
|
|
|
45,350
|
|
|
(13,865
|
)
|
|
123,920
|
|
||||
Preferred stock dividends of subsidiaries
|
|
1,496
|
|
|
—
|
|
|
(79
|
)
|
|
1,417
|
|
||||
Net income (loss) for common stock
|
|
90,939
|
|
|
45,350
|
|
|
(13,786
|
)
|
|
122,503
|
|
||||
Assets (at December 31, 2013)
|
|
5,087,129
|
|
|
5,243,824
|
|
|
9,091
|
|
|
10,340,044
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
AES Hawaii
|
|
$
|
38
|
|
|
$
|
38
|
|
|
$
|
107
|
|
|
$
|
98
|
|
Kalaeloa
|
|
73
|
|
|
80
|
|
|
214
|
|
|
223
|
|
||||
HEP
|
|
16
|
|
|
15
|
|
|
36
|
|
|
36
|
|
||||
Hpower
|
|
18
|
|
|
17
|
|
|
50
|
|
|
44
|
|
||||
Other IPPs
|
|
48
|
|
|
45
|
|
|
139
|
|
|
126
|
|
||||
Total IPPs
|
|
$
|
193
|
|
|
$
|
195
|
|
|
$
|
546
|
|
|
$
|
527
|
|
|
|
Nine months ended September 30
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
|
$
|
43,106
|
|
|
$
|
48,431
|
|
Accretion expense
|
|
816
|
|
|
833
|
|
||
Liabilities incurred
|
|
—
|
|
|
—
|
|
||
Liabilities settled
|
|
(11,338
|
)
|
|
(1,165
|
)
|
||
Revisions in estimated cash flows
|
|
—
|
|
|
(916
|
)
|
||
Balance, end of period
|
|
$
|
32,584
|
|
|
$
|
47,183
|
|
•
|
for the RBA, the reasonableness of the interest rate related to the carrying charge of the outstanding RBA balance and whether there should be a risk sharing adjustment to the RBA;
|
•
|
for the RAM, whether it is reasonable to true up all actual prior year baseline projects, which are those capital projects less than
$2.5 million
, at year end or implement alternative methods to calculate the RAM rate base;
|
•
|
whether a risk sharing mechanism should be incorporated into the RBA;
|
•
|
whether performance metrics should be determined and reported; and
|
•
|
whether other factors should be considered if potential changes to existing RBA and RAM provisions are required.
|
•
|
whether performance metrics and incentives (rewards or penalties) should be implemented to control costs and encourage the Utilities to make necessary or appropriate changes to strategic and action plans;
|
•
|
whether the allocation of risk as a result of the decoupling mechanism is fairly reflected in the cost of capital allowed in rates;
|
•
|
changes or alternatives to the existing RAM; and
|
•
|
changes to ratemaking procedures to improve efficiency and/or effectiveness.
|
•
|
An adjustment to the Rate Base RAM Adjustment to include
90%
of the amount of the current RAM Period Rate Base RAM Adjustment that exceeds the Rate Base RAM Adjustment from the prior year, to be effective with the Utilities’ 2014 decoupling filing.
|
•
|
Effective March 1, 2014, the interest rate to be applied on the outstanding RBA balances to be the short term debt rate used in each Utilities last rate case (ranging from
1.25%
to
3.25%
), instead of the
6%
that had been previously approved.
|
•
|
Distributed Generation Interconnection Plan to be filed within
120
days. The Utilities’ Plan was filed in August 2014.
|
•
|
Plan to implement an on-going distribution circuit monitoring program to measure real-time voltage and other power quality parameters to be filed within
60
days. The plan shall achieve full implementation of the distribution circuit monitoring program within
180
days. The Utilities' Plan was filed in June 2014.
|
•
|
Action Plan for improving efficiencies in the interconnection requirements studies to be filed within
30
days. The Utilities' Plan was filed in May 2014.
|
•
|
The Utilities are to file monthly reports providing details about interconnection requirements studies.
|
•
|
Proposal to implement an integrated interconnection queue for each distribution circuit for each island grid to be filed within
120
days. The Utilities’ integrated interconnection queue plan was filed in August 2014.
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
|
$
|
579,777
|
|
|
111,154
|
|
|
112,656
|
|
|
—
|
|
|
(22
|
)
|
|
$
|
803,565
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
|
229,068
|
|
|
29,555
|
|
|
50,809
|
|
|
—
|
|
|
—
|
|
|
309,432
|
|
||
Purchased power
|
|
142,121
|
|
|
34,166
|
|
|
16,595
|
|
|
—
|
|
|
—
|
|
|
192,882
|
|
||
Other operation and maintenance
|
|
71,584
|
|
|
19,837
|
|
|
16,892
|
|
|
—
|
|
|
—
|
|
|
108,313
|
|
||
Depreciation
|
|
27,302
|
|
|
8,975
|
|
|
5,317
|
|
|
—
|
|
|
—
|
|
|
41,594
|
|
||
Taxes, other than income taxes
|
|
54,412
|
|
|
10,607
|
|
|
10,169
|
|
|
—
|
|
|
—
|
|
|
75,188
|
|
||
Total expenses
|
|
524,487
|
|
|
103,140
|
|
|
99,782
|
|
|
—
|
|
|
—
|
|
|
727,409
|
|
||
Operating income
|
|
55,290
|
|
|
8,014
|
|
|
12,874
|
|
|
—
|
|
|
(22
|
)
|
|
76,156
|
|
||
Allowance for equity funds used during construction
|
|
1,668
|
|
|
142
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
1,937
|
|
||
Equity in earnings of subsidiaries
|
|
9,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,800
|
)
|
|
—
|
|
||
Interest expense and other charges, net
|
|
(11,196
|
)
|
|
(2,811
|
)
|
|
(2,429
|
)
|
|
—
|
|
|
22
|
|
|
(16,414
|
)
|
||
Allowance for borrowed funds used during construction
|
|
634
|
|
|
54
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
740
|
|
||
Income before income taxes
|
|
56,196
|
|
|
5,399
|
|
|
10,624
|
|
|
—
|
|
|
(9,800
|
)
|
|
62,419
|
|
||
Income taxes
|
|
17,047
|
|
|
1,965
|
|
|
4,030
|
|
|
—
|
|
|
—
|
|
|
23,042
|
|
||
Net income
|
|
39,149
|
|
|
3,434
|
|
|
6,594
|
|
|
—
|
|
|
(9,800
|
)
|
|
39,377
|
|
||
Preferred stock dividends of subsidiaries
|
|
—
|
|
|
133
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||
Net income attributable to Hawaiian Electric
|
|
39,149
|
|
|
3,301
|
|
|
6,499
|
|
|
—
|
|
|
(9,800
|
)
|
|
39,149
|
|
||
Preferred stock dividends of Hawaiian Electric
|
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
||
Net income for common stock
|
|
$
|
38,879
|
|
|
3,301
|
|
|
6,499
|
|
|
—
|
|
|
(9,800
|
)
|
|
$
|
38,879
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income for common stock
|
|
$
|
38,879
|
|
|
3,301
|
|
|
6,499
|
|
|
—
|
|
|
(9,800
|
)
|
|
$
|
38,879
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
|
2,552
|
|
|
317
|
|
|
272
|
|
|
—
|
|
|
(589
|
)
|
|
2,552
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
|
|
(2,542
|
)
|
|
(319
|
)
|
|
(272
|
)
|
|
—
|
|
|
591
|
|
|
(2,542
|
)
|
||
Other comprehensive income (loss), net of taxes
|
|
10
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
10
|
|
||
Comprehensive income attributable to common shareholder
|
|
$
|
38,889
|
|
|
3,299
|
|
|
6,499
|
|
|
—
|
|
|
(9,798
|
)
|
|
$
|
38,889
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
|
$
|
547,434
|
|
|
107,957
|
|
|
108,699
|
|
|
—
|
|
|
(36
|
)
|
|
$
|
764,054
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
|
206,478
|
|
|
27,615
|
|
|
49,267
|
|
|
—
|
|
|
—
|
|
|
283,360
|
|
||
Purchased power
|
|
143,280
|
|
|
34,480
|
|
|
17,101
|
|
|
—
|
|
|
—
|
|
|
194,861
|
|
||
Other operation and maintenance
|
|
71,498
|
|
|
16,793
|
|
|
16,221
|
|
|
1
|
|
|
—
|
|
|
104,513
|
|
||
Depreciation
|
|
25,442
|
|
|
8,547
|
|
|
5,006
|
|
|
—
|
|
|
—
|
|
|
38,995
|
|
||
Taxes, other than income taxes
|
|
51,781
|
|
|
10,457
|
|
|
10,234
|
|
|
—
|
|
|
—
|
|
|
72,472
|
|
||
Total expenses
|
|
498,479
|
|
|
97,892
|
|
|
97,829
|
|
|
1
|
|
|
—
|
|
|
694,201
|
|
||
Operating income (loss)
|
|
48,955
|
|
|
10,065
|
|
|
10,870
|
|
|
(1
|
)
|
|
(36
|
)
|
|
69,853
|
|
||
Allowance for equity funds used during construction
|
|
914
|
|
|
222
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
1,255
|
|
||
Equity in earnings of subsidiaries
|
|
10,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,794
|
)
|
|
—
|
|
||
Interest expense and other charges, net
|
|
(9,883
|
)
|
|
(2,920
|
)
|
|
(2,266
|
)
|
|
—
|
|
|
36
|
|
|
(15,033
|
)
|
||
Allowance for borrowed funds used during construction
|
|
358
|
|
|
91
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||
Income (loss) before income taxes
|
|
51,138
|
|
|
7,458
|
|
|
8,772
|
|
|
(1
|
)
|
|
(10,794
|
)
|
|
56,573
|
|
||
Income taxes
|
|
13,051
|
|
|
1,881
|
|
|
3,326
|
|
|
—
|
|
|
—
|
|
|
18,258
|
|
||
Net income (loss)
|
|
38,087
|
|
|
5,577
|
|
|
5,446
|
|
|
(1
|
)
|
|
(10,794
|
)
|
|
38,315
|
|
||
Preferred stock dividends of subsidiaries
|
|
—
|
|
|
133
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||
Net income (loss) attributable to Hawaiian Electric
|
|
38,087
|
|
|
5,444
|
|
|
5,351
|
|
|
(1
|
)
|
|
(10,794
|
)
|
|
38,087
|
|
||
Preferred stock dividends of Hawaiian Electric
|
|
270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
||
Net income (loss) for common stock
|
|
$
|
37,817
|
|
|
5,444
|
|
|
5,351
|
|
|
(1
|
)
|
|
(10,794
|
)
|
|
$
|
37,817
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income (loss) for common stock
|
|
$
|
37,817
|
|
|
5,444
|
|
|
5,351
|
|
|
(1
|
)
|
|
(10,794
|
)
|
|
$
|
37,817
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
|
5,173
|
|
|
720
|
|
|
639
|
|
|
—
|
|
|
(1,359
|
)
|
|
5,173
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
|
|
(5,156
|
)
|
|
(721
|
)
|
|
(639
|
)
|
|
—
|
|
|
1,360
|
|
|
(5,156
|
)
|
||
Other comprehensive income (loss), net of taxes
|
|
17
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
17
|
|
||
Comprehensive income (loss) attributable to common shareholder
|
|
$
|
37,834
|
|
|
5,443
|
|
|
5,351
|
|
|
(1
|
)
|
|
(10,793
|
)
|
|
$
|
37,834
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
|
$
|
1,623,223
|
|
|
319,629
|
|
|
319,265
|
|
|
—
|
|
|
(61
|
)
|
|
$
|
2,262,056
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
|
628,164
|
|
|
92,234
|
|
|
145,591
|
|
|
—
|
|
|
—
|
|
|
865,989
|
|
||
Purchased power
|
|
406,895
|
|
|
91,827
|
|
|
47,399
|
|
|
—
|
|
|
—
|
|
|
546,121
|
|
||
Other operation and maintenance
|
|
199,091
|
|
|
48,701
|
|
|
47,691
|
|
|
—
|
|
|
—
|
|
|
295,483
|
|
||
Depreciation
|
|
81,903
|
|
|
26,926
|
|
|
15,961
|
|
|
—
|
|
|
—
|
|
|
124,790
|
|
||
Taxes, other than income taxes
|
|
152,545
|
|
|
30,127
|
|
|
30,111
|
|
|
—
|
|
|
—
|
|
|
212,783
|
|
||
Total expenses
|
|
1,468,598
|
|
|
289,815
|
|
|
286,753
|
|
|
—
|
|
|
—
|
|
|
2,045,166
|
|
||
Operating income
|
|
154,625
|
|
|
29,814
|
|
|
32,512
|
|
|
—
|
|
|
(61
|
)
|
|
216,890
|
|
||
Allowance for equity funds used during construction
|
|
4,557
|
|
|
328
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
4,933
|
|
||
Equity in earnings of subsidiaries
|
|
28,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,576
|
)
|
|
—
|
|
||
Interest expense and other charges, net
|
|
(33,236
|
)
|
|
(8,411
|
)
|
|
(7,403
|
)
|
|
—
|
|
|
61
|
|
|
(48,989
|
)
|
||
Allowance for borrowed funds used during construction
|
|
1,728
|
|
|
126
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
1,877
|
|
||
Income before income taxes
|
|
156,250
|
|
|
21,857
|
|
|
25,180
|
|
|
—
|
|
|
(28,576
|
)
|
|
174,711
|
|
||
Income taxes
|
|
46,911
|
|
|
8,149
|
|
|
9,626
|
|
|
—
|
|
|
—
|
|
|
64,686
|
|
||
Net income
|
|
109,339
|
|
|
13,708
|
|
|
15,554
|
|
|
—
|
|
|
(28,576
|
)
|
|
110,025
|
|
||
Preferred stock dividends of subsidiaries
|
|
—
|
|
|
400
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
686
|
|
||
Net income attributable to Hawaiian Electric
|
|
109,339
|
|
|
13,308
|
|
|
15,268
|
|
|
—
|
|
|
(28,576
|
)
|
|
109,339
|
|
||
Preferred stock dividends of Hawaiian Electric
|
|
810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
810
|
|
||
Net income for common stock
|
|
$
|
108,529
|
|
|
13,308
|
|
|
15,268
|
|
|
—
|
|
|
(28,576
|
)
|
|
$
|
108,529
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income for common stock
|
|
$
|
108,529
|
|
|
13,308
|
|
|
15,268
|
|
|
—
|
|
|
(28,576
|
)
|
|
$
|
108,529
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
|
7,659
|
|
|
953
|
|
|
817
|
|
|
—
|
|
|
(1,770
|
)
|
|
7,659
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
|
|
(7,627
|
)
|
|
(955
|
)
|
|
(817
|
)
|
|
—
|
|
|
1,772
|
|
|
(7,627
|
)
|
||
Other comprehensive income (loss), net of taxes
|
|
32
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
32
|
|
||
Comprehensive income attributable to common shareholder
|
|
$
|
108,561
|
|
|
13,306
|
|
|
15,268
|
|
|
—
|
|
|
(28,574
|
)
|
|
$
|
108,561
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
|
$
|
1,576,068
|
|
|
320,330
|
|
|
313,725
|
|
|
—
|
|
|
(103
|
)
|
|
$
|
2,210,020
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
|
631,824
|
|
|
94,120
|
|
|
151,794
|
|
|
—
|
|
|
—
|
|
|
877,738
|
|
||
Purchased power
|
|
389,706
|
|
|
93,880
|
|
|
43,083
|
|
|
—
|
|
|
—
|
|
|
526,669
|
|
||
Other operation and maintenance
|
|
212,474
|
|
|
46,158
|
|
|
42,089
|
|
|
2
|
|
|
—
|
|
|
300,723
|
|
||
Depreciation
|
|
75,150
|
|
|
25,641
|
|
|
15,074
|
|
|
—
|
|
|
—
|
|
|
115,865
|
|
||
Taxes, other than income taxes
|
|
149,282
|
|
|
30,113
|
|
|
29,681
|
|
|
—
|
|
|
—
|
|
|
209,076
|
|
||
Total expenses
|
|
1,458,436
|
|
|
289,912
|
|
|
281,721
|
|
|
2
|
|
|
—
|
|
|
2,030,071
|
|
||
Operating income (loss)
|
|
117,632
|
|
|
30,418
|
|
|
32,004
|
|
|
(2
|
)
|
|
(103
|
)
|
|
179,949
|
|
||
Allowance for equity funds used during construction
|
|
3,144
|
|
|
552
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
4,030
|
|
||
Equity in earnings of subsidiaries
|
|
30,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,446
|
)
|
|
—
|
|
||
Interest expense and other charges, net
|
|
(28,723
|
)
|
|
(8,566
|
)
|
|
(6,774
|
)
|
|
—
|
|
|
103
|
|
|
(43,960
|
)
|
||
Allowance for borrowed funds used during construction
|
|
1,268
|
|
|
226
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
1,626
|
|
||
Income (loss) before income taxes
|
|
123,767
|
|
|
22,630
|
|
|
25,696
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
141,645
|
|
||
Income taxes
|
|
32,018
|
|
|
7,486
|
|
|
9,706
|
|
|
—
|
|
|
—
|
|
|
49,210
|
|
||
Net income (loss)
|
|
91,749
|
|
|
15,144
|
|
|
15,990
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
92,435
|
|
||
Preferred stock dividends of subsidiaries
|
|
—
|
|
|
400
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
686
|
|
||
Net income (loss) attributable to Hawaiian Electric
|
|
91,749
|
|
|
14,744
|
|
|
15,704
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
91,749
|
|
||
Preferred stock dividends of Hawaiian Electric
|
|
810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
810
|
|
||
Net income (loss) for common stock
|
|
$
|
90,939
|
|
|
14,744
|
|
|
15,704
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
$
|
90,939
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income (loss)
for common stock
|
|
$
|
90,939
|
|
|
14,744
|
|
|
15,704
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
$
|
90,939
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
|
15,520
|
|
|
2,160
|
|
|
1,918
|
|
|
—
|
|
|
(4,078
|
)
|
|
15,520
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
|
|
(15,468
|
)
|
|
(2,162
|
)
|
|
(1,918
|
)
|
|
—
|
|
|
4,080
|
|
|
(15,468
|
)
|
||
Other comprehensive income (loss), net of taxes
|
|
52
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
52
|
|
||
Comprehensive income (loss) attributable to common shareholder
|
|
$
|
90,991
|
|
|
14,742
|
|
|
15,704
|
|
|
(2
|
)
|
|
(30,444
|
)
|
|
$
|
90,991
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consoli-
dating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Utility property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Land
|
|
$
|
43,816
|
|
|
5,464
|
|
|
3,064
|
|
|
—
|
|
|
—
|
|
|
$
|
52,344
|
|
Plant and equipment
|
|
3,700,063
|
|
|
1,165,542
|
|
|
1,036,792
|
|
|
—
|
|
|
—
|
|
|
5,902,397
|
|
||
Less accumulated depreciation
|
|
(1,245,695
|
)
|
|
(472,044
|
)
|
|
(449,806
|
)
|
|
—
|
|
|
—
|
|
|
(2,167,545
|
)
|
||
Construction in progress
|
|
149,115
|
|
|
13,267
|
|
|
16,808
|
|
|
—
|
|
|
—
|
|
|
179,190
|
|
||
Utility property, plant and equipment, net
|
|
2,647,299
|
|
|
712,229
|
|
|
606,858
|
|
|
—
|
|
|
—
|
|
|
3,966,386
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation
|
|
4,948
|
|
|
82
|
|
|
1,531
|
|
|
—
|
|
|
—
|
|
|
6,561
|
|
||
Total property, plant and equipment, net
|
|
2,652,247
|
|
|
712,311
|
|
|
608,389
|
|
|
—
|
|
|
—
|
|
|
3,972,947
|
|
||
Investment in wholly owned subsidiaries, at equity
|
|
532,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(532,766
|
)
|
|
—
|
|
||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
14,856
|
|
|
809
|
|
|
2,621
|
|
|
101
|
|
|
—
|
|
|
18,387
|
|
||
Advances to affiliates
|
|
11,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,800
|
)
|
|
—
|
|
||
Customer accounts receivable, net
|
|
132,809
|
|
|
31,023
|
|
|
25,901
|
|
|
—
|
|
|
—
|
|
|
189,733
|
|
||
Accrued unbilled revenues, net
|
|
108,306
|
|
|
16,474
|
|
|
18,373
|
|
|
—
|
|
|
—
|
|
|
143,153
|
|
||
Other accounts receivable, net
|
|
22,386
|
|
|
6,044
|
|
|
3,070
|
|
|
—
|
|
|
(11,992
|
)
|
|
19,508
|
|
||
Fuel oil stock, at average cost
|
|
88,285
|
|
|
13,959
|
|
|
16,059
|
|
|
—
|
|
|
—
|
|
|
118,303
|
|
||
Materials and supplies, at average cost
|
|
36,502
|
|
|
7,870
|
|
|
16,267
|
|
|
—
|
|
|
—
|
|
|
60,639
|
|
||
Prepayments and other
|
|
32,033
|
|
|
6,112
|
|
|
12,358
|
|
|
—
|
|
|
(233
|
)
|
|
50,270
|
|
||
Regulatory assets
|
|
44,736
|
|
|
4,855
|
|
|
5,109
|
|
|
—
|
|
|
—
|
|
|
54,700
|
|
||
Total current assets
|
|
491,713
|
|
|
87,146
|
|
|
99,758
|
|
|
101
|
|
|
(24,025
|
)
|
|
654,693
|
|
||
Other long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
|
395,343
|
|
|
66,004
|
|
|
59,665
|
|
|
—
|
|
|
—
|
|
|
521,012
|
|
||
Unamortized debt expense
|
|
5,830
|
|
|
1,485
|
|
|
1,304
|
|
|
—
|
|
|
—
|
|
|
8,619
|
|
||
Other
|
|
42,203
|
|
|
11,889
|
|
|
13,799
|
|
|
—
|
|
|
—
|
|
|
67,891
|
|
||
Total other long-term assets
|
|
443,376
|
|
|
79,378
|
|
|
74,768
|
|
|
—
|
|
|
—
|
|
|
597,522
|
|
||
Total assets
|
|
$
|
4,120,102
|
|
|
878,835
|
|
|
782,915
|
|
|
101
|
|
|
(556,791
|
)
|
|
$
|
5,225,162
|
|
Capitalization and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock equity
|
|
$
|
1,635,751
|
|
|
279,388
|
|
|
253,277
|
|
|
101
|
|
|
(532,766
|
)
|
|
$
|
1,635,751
|
|
Cumulative preferred stock—not subject to mandatory redemption
|
|
22,293
|
|
|
7,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
34,293
|
|
||
Long-term debt, net
|
|
830,546
|
|
|
190,000
|
|
|
186,000
|
|
|
—
|
|
|
—
|
|
|
1,206,546
|
|
||
Total capitalization
|
|
2,488,590
|
|
|
476,388
|
|
|
444,277
|
|
|
101
|
|
|
(532,766
|
)
|
|
2,876,590
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
11,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,400
|
|
||
Short-term borrowings from non-affiliates
|
|
84,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,987
|
|
||
Short-term borrowings from affiliate
|
|
—
|
|
|
1,000
|
|
|
10,800
|
|
|
—
|
|
|
(11,800
|
)
|
|
—
|
|
||
Accounts payable
|
|
107,108
|
|
|
27,077
|
|
|
17,793
|
|
|
—
|
|
|
—
|
|
|
151,978
|
|
||
Interest and preferred dividends payable
|
|
16,700
|
|
|
3,772
|
|
|
3,936
|
|
|
—
|
|
|
(7
|
)
|
|
24,401
|
|
||
Taxes accrued
|
|
165,787
|
|
|
35,837
|
|
|
35,090
|
|
|
—
|
|
|
(233
|
)
|
|
236,481
|
|
||
Regulatory liabilities
|
|
289
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
528
|
|
||
Other
|
|
46,727
|
|
|
10,596
|
|
|
17,062
|
|
|
—
|
|
|
(11,985
|
)
|
|
62,400
|
|
||
Total current liabilities
|
|
421,598
|
|
|
89,682
|
|
|
84,920
|
|
|
—
|
|
|
(24,025
|
)
|
|
572,175
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
404,144
|
|
|
84,905
|
|
|
76,450
|
|
|
—
|
|
|
—
|
|
|
565,499
|
|
||
Regulatory liabilities
|
|
244,830
|
|
|
79,389
|
|
|
32,343
|
|
|
—
|
|
|
—
|
|
|
356,562
|
|
||
Unamortized tax credits
|
|
49,609
|
|
|
14,914
|
|
|
14,745
|
|
|
—
|
|
|
—
|
|
|
79,268
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
|
192,246
|
|
|
26,435
|
|
|
29,657
|
|
|
|
|
|
—
|
|
|
248,338
|
|
||
Other
|
|
51,790
|
|
|
13,347
|
|
|
12,782
|
|
|
—
|
|
|
—
|
|
|
77,919
|
|
||
Total deferred credits and other liabilities
|
|
942,619
|
|
|
218,990
|
|
|
165,977
|
|
|
—
|
|
|
—
|
|
|
1,327,586
|
|
||
Contributions in aid of construction
|
|
267,295
|
|
|
93,775
|
|
|
87,741
|
|
|
—
|
|
|
—
|
|
|
448,811
|
|
||
Total capitalization and liabilities
|
|
$
|
4,120,102
|
|
|
878,835
|
|
|
782,915
|
|
|
101
|
|
|
(556,791
|
)
|
|
$
|
5,225,162
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consoli-
dating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Utility property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Land
|
|
$
|
43,407
|
|
|
5,460
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
$
|
51,883
|
|
Plant and equipment
|
|
3,558,569
|
|
|
1,136,923
|
|
|
1,006,383
|
|
|
—
|
|
|
—
|
|
|
5,701,875
|
|
||
Less accumulated depreciation
|
|
(1,222,129
|
)
|
|
(453,721
|
)
|
|
(435,379
|
)
|
|
—
|
|
|
—
|
|
|
(2,111,229
|
)
|
||
Construction in progress
|
|
124,494
|
|
|
7,709
|
|
|
11,030
|
|
|
—
|
|
|
—
|
|
|
143,233
|
|
||
Utility property, plant and equipment, net
|
|
2,504,341
|
|
|
696,371
|
|
|
585,050
|
|
|
—
|
|
|
—
|
|
|
3,785,762
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation
|
|
4,953
|
|
|
82
|
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
6,567
|
|
||
Total property, plant and equipment, net
|
|
2,509,294
|
|
|
696,453
|
|
|
586,582
|
|
|
—
|
|
|
—
|
|
|
3,792,329
|
|
||
Investment in wholly owned subsidiaries,
at equity
|
|
523,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(523,674
|
)
|
|
—
|
|
||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
61,245
|
|
|
1,326
|
|
|
153
|
|
|
101
|
|
|
—
|
|
|
62,825
|
|
||
Advances to affiliates
|
|
6,839
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
(7,839
|
)
|
|
—
|
|
||
Customer accounts receivable, net
|
|
121,282
|
|
|
28,088
|
|
|
26,078
|
|
|
—
|
|
|
—
|
|
|
175,448
|
|
||
Accrued unbilled revenues, net
|
|
107,752
|
|
|
17,100
|
|
|
19,272
|
|
|
—
|
|
|
—
|
|
|
144,124
|
|
||
Other accounts receivable, net
|
|
16,373
|
|
|
4,265
|
|
|
2,451
|
|
|
—
|
|
|
(9,027
|
)
|
|
14,062
|
|
||
Fuel oil stock, at average cost
|
|
99,613
|
|
|
14,178
|
|
|
20,296
|
|
|
—
|
|
|
—
|
|
|
134,087
|
|
||
Materials and supplies, at average cost
|
|
37,377
|
|
|
6,883
|
|
|
14,784
|
|
|
—
|
|
|
—
|
|
|
59,044
|
|
||
Prepayments and other
|
|
29,798
|
|
|
8,334
|
|
|
16,140
|
|
|
—
|
|
|
(1,415
|
)
|
|
52,857
|
|
||
Regulatory assets
|
|
54,979
|
|
|
6,931
|
|
|
7,828
|
|
|
—
|
|
|
—
|
|
|
69,738
|
|
||
Total current assets
|
|
535,258
|
|
|
88,105
|
|
|
107,002
|
|
|
101
|
|
|
(18,281
|
)
|
|
712,185
|
|
||
Other long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
|
381,346
|
|
|
64,552
|
|
|
60,288
|
|
|
—
|
|
|
—
|
|
|
506,186
|
|
||
Unamortized debt expense
|
|
6,051
|
|
|
1,580
|
|
|
1,372
|
|
|
—
|
|
|
—
|
|
|
9,003
|
|
||
Other
|
|
42,163
|
|
|
11,270
|
|
|
13,993
|
|
|
—
|
|
|
—
|
|
|
67,426
|
|
||
Total other long-term assets
|
|
429,560
|
|
|
77,402
|
|
|
75,653
|
|
|
—
|
|
|
—
|
|
|
582,615
|
|
||
Total assets
|
|
$
|
3,997,786
|
|
|
861,960
|
|
|
769,237
|
|
|
101
|
|
|
(541,955
|
)
|
|
$
|
5,087,129
|
|
Capitalization and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock equity
|
|
$
|
1,593,564
|
|
|
274,802
|
|
|
248,771
|
|
|
101
|
|
|
(523,674
|
)
|
|
$
|
1,593,564
|
|
Cumulative preferred stock—not subject to mandatory redemption
|
|
22,293
|
|
|
7,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
34,293
|
|
||
Long-term debt, net
|
|
830,547
|
|
|
189,998
|
|
|
186,000
|
|
|
—
|
|
|
—
|
|
|
1,206,545
|
|
||
Total capitalization
|
|
2,446,404
|
|
|
471,800
|
|
|
439,771
|
|
|
101
|
|
|
(523,674
|
)
|
|
2,834,402
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Current portion of long-term debt
|
|
—
|
|
|
11,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,400
|
|
||
Short-term borrowings from affiliate
|
|
1,000
|
|
|
—
|
|
|
6,839
|
|
|
—
|
|
|
(7,839
|
)
|
|
—
|
|
||
Accounts payable
|
|
145,062
|
|
|
24,383
|
|
|
20,114
|
|
|
—
|
|
|
—
|
|
|
189,559
|
|
||
Interest and preferred dividends payable
|
|
15,190
|
|
|
3,885
|
|
|
2,585
|
|
|
—
|
|
|
(8
|
)
|
|
21,652
|
|
||
Taxes accrued
|
|
175,790
|
|
|
37,899
|
|
|
37,171
|
|
|
—
|
|
|
(1,415
|
)
|
|
249,445
|
|
||
Regulatory liabilities
|
|
1,705
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
1,916
|
|
||
Other
|
|
48,443
|
|
|
9,033
|
|
|
15,424
|
|
|
—
|
|
|
(9,019
|
)
|
|
63,881
|
|
||
Total current liabilities
|
|
387,190
|
|
|
86,600
|
|
|
82,344
|
|
|
—
|
|
|
(18,281
|
)
|
|
537,853
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
|
359,621
|
|
|
79,947
|
|
|
67,593
|
|
|
—
|
|
|
—
|
|
|
507,161
|
|
||
Regulatory liabilities
|
|
235,786
|
|
|
76,475
|
|
|
35,122
|
|
|
—
|
|
|
—
|
|
|
347,383
|
|
||
Unamortized tax credits
|
|
44,931
|
|
|
14,245
|
|
|
14,363
|
|
|
—
|
|
|
—
|
|
|
73,539
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
|
202,396
|
|
|
28,427
|
|
|
31,339
|
|
|
—
|
|
|
—
|
|
|
262,162
|
|
||
Other
|
|
63,374
|
|
|
14,703
|
|
|
13,658
|
|
|
—
|
|
|
—
|
|
|
91,735
|
|
||
Total deferred credits and other liabilities
|
|
906,108
|
|
|
213,797
|
|
|
162,075
|
|
|
—
|
|
|
—
|
|
|
1,281,980
|
|
||
Contributions in aid of construction
|
|
258,084
|
|
|
89,763
|
|
|
85,047
|
|
|
—
|
|
|
—
|
|
|
432,894
|
|
||
Total capitalization and liabilities
|
|
$
|
3,997,786
|
|
|
861,960
|
|
|
769,237
|
|
|
101
|
|
|
(541,955
|
)
|
|
$
|
5,087,129
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Balance, December 31, 2013
|
|
$
|
1,593,564
|
|
|
274,802
|
|
|
248,771
|
|
|
101
|
|
|
(523,674
|
)
|
|
$
|
1,593,564
|
|
Net income for common stock
|
|
108,529
|
|
|
13,308
|
|
|
15,268
|
|
|
—
|
|
|
(28,576
|
)
|
|
108,529
|
|
||
Other comprehensive income (loss), net of taxes
|
|
32
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
32
|
|
||
Common stock dividends
|
|
(66,369
|
)
|
|
(8,720
|
)
|
|
(10,762
|
)
|
|
—
|
|
|
19,482
|
|
|
(66,369
|
)
|
||
Common stock issuance expenses
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||
Balance, September 30, 2014
|
|
$
|
1,635,751
|
|
|
279,388
|
|
|
253,277
|
|
|
101
|
|
|
(532,766
|
)
|
|
$
|
1,635,751
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Balance, December 31, 2012
|
|
$
|
1,472,136
|
|
|
268,908
|
|
|
228,927
|
|
|
104
|
|
|
(497,939
|
)
|
|
$
|
1,472,136
|
|
Net income (loss) for common stock
|
|
90,939
|
|
|
14,744
|
|
|
15,704
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
90,939
|
|
||
Other comprehensive income (loss), net of taxes
|
|
52
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
52
|
|
||
Common stock dividends
|
|
(61,183
|
)
|
|
(10,790
|
)
|
|
(10,513
|
)
|
|
—
|
|
|
21,303
|
|
|
(61,183
|
)
|
||
Balance, September 30, 2013
|
|
$
|
1,501,944
|
|
|
272,860
|
|
|
234,118
|
|
|
102
|
|
|
(507,080
|
)
|
|
$
|
1,501,944
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net income
|
|
$
|
109,339
|
|
|
13,708
|
|
|
15,554
|
|
|
—
|
|
|
(28,576
|
)
|
|
$
|
110,025
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of subsidiaries
|
|
(28,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,576
|
|
|
(75
|
)
|
||
Common stock dividends received from subsidiaries
|
|
19,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,482
|
)
|
|
75
|
|
||
Depreciation of property, plant and equipment
|
|
81,903
|
|
|
26,926
|
|
|
15,961
|
|
|
—
|
|
|
—
|
|
|
124,790
|
|
||
Other amortization
|
|
765
|
|
|
1,950
|
|
|
1,947
|
|
|
—
|
|
|
—
|
|
|
4,662
|
|
||
Increase in deferred income taxes
|
|
52,274
|
|
|
5,146
|
|
|
9,972
|
|
|
—
|
|
|
—
|
|
|
67,392
|
|
||
Change in tax credits, net
|
|
4,725
|
|
|
687
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
5,816
|
|
||
Allowance for equity funds used during construction
|
|
(4,557
|
)
|
|
(328
|
)
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(4,933
|
)
|
||
Change in cash overdraft
|
|
—
|
|
|
—
|
|
|
(1,038
|
)
|
|
—
|
|
|
—
|
|
|
(1,038
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Increase in accounts receivable
|
|
(17,540
|
)
|
|
(4,714
|
)
|
|
(442
|
)
|
|
—
|
|
|
2,965
|
|
|
(19,731
|
)
|
||
Decrease (increase) in accrued unbilled revenues
|
|
(554
|
)
|
|
626
|
|
|
899
|
|
|
—
|
|
|
—
|
|
|
971
|
|
||
Decrease in fuel oil stock
|
|
11,328
|
|
|
219
|
|
|
4,237
|
|
|
—
|
|
|
—
|
|
|
15,784
|
|
||
Decrease (increase) in materials and supplies
|
|
875
|
|
|
(987
|
)
|
|
(1,483
|
)
|
|
—
|
|
|
—
|
|
|
(1,595
|
)
|
||
Decrease (increase) in regulatory assets
|
|
(15,159
|
)
|
|
(2,594
|
)
|
|
222
|
|
|
—
|
|
|
—
|
|
|
(17,531
|
)
|
||
Decrease in accounts payable
|
|
(70,916
|
)
|
|
(1,807
|
)
|
|
(5,170
|
)
|
|
—
|
|
|
—
|
|
|
(77,893
|
)
|
||
Change in prepaid and accrued income and utility revenue taxes
|
|
(18,131
|
)
|
|
(1,310
|
)
|
|
1,366
|
|
|
—
|
|
|
—
|
|
|
(18,075
|
)
|
||
Decrease in defined benefit pension and other postretirement benefit plans liability
|
|
(422
|
)
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
(748
|
)
|
||
Change in other assets and liabilities
|
|
(31,754
|
)
|
|
(3,886
|
)
|
|
(3,024
|
)
|
|
—
|
|
|
(2,965
|
)
|
|
(41,629
|
)
|
||
Net cash provided by operating activities
|
|
93,082
|
|
|
33,636
|
|
|
39,031
|
|
|
—
|
|
|
(19,482
|
)
|
|
146,267
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(163,333
|
)
|
|
(33,212
|
)
|
|
(32,560
|
)
|
|
—
|
|
|
—
|
|
|
(229,105
|
)
|
||
Contributions in aid of construction
|
|
12,352
|
|
|
6,229
|
|
|
3,159
|
|
|
—
|
|
|
—
|
|
|
21,740
|
|
||
Advances from (to) affiliates
|
|
(4,961
|
)
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
3,961
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(155,942
|
)
|
|
(25,983
|
)
|
|
(29,401
|
)
|
|
—
|
|
|
3,961
|
|
|
(207,365
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock dividends
|
|
(66,369
|
)
|
|
(8,720
|
)
|
|
(10,762
|
)
|
|
—
|
|
|
19,482
|
|
|
(66,369
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
|
(810
|
)
|
|
(400
|
)
|
|
(286
|
)
|
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
||
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
|
83,987
|
|
|
1,000
|
|
|
3,961
|
|
|
—
|
|
|
(3,961
|
)
|
|
84,987
|
|
||
Other
|
|
(337
|
)
|
|
(50
|
)
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
||
Net cash provided by (used in) financing activities
|
|
16,471
|
|
|
(8,170
|
)
|
|
(7,162
|
)
|
|
—
|
|
|
15,521
|
|
|
16,660
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(46,389
|
)
|
|
(517
|
)
|
|
2,468
|
|
|
—
|
|
|
—
|
|
|
(44,438
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
61,245
|
|
|
1,326
|
|
|
153
|
|
|
101
|
|
|
—
|
|
|
62,825
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
14,856
|
|
|
809
|
|
|
2,621
|
|
|
101
|
|
|
—
|
|
|
$
|
18,387
|
|
(in thousands)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Hawaiian Electric
Consolidated |
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
91,749
|
|
|
15,144
|
|
|
15,990
|
|
|
(2
|
)
|
|
(30,446
|
)
|
|
$
|
92,435
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity in earnings of subsidiaries
|
|
(30,522
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,446
|
|
|
(76
|
)
|
||
Common stock dividends received from subsidiaries
|
|
21,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,303
|
)
|
|
76
|
|
||
Depreciation of property, plant and equipment
|
|
75,150
|
|
|
25,641
|
|
|
15,074
|
|
|
—
|
|
|
—
|
|
|
115,865
|
|
||
Other amortization
|
|
(228
|
)
|
|
1,075
|
|
|
1,623
|
|
|
—
|
|
|
—
|
|
|
2,470
|
|
||
Increase in deferred income taxes
|
|
31,361
|
|
|
7,165
|
|
|
9,488
|
|
|
—
|
|
|
—
|
|
|
48,014
|
|
||
Change in tax credits, net
|
|
3,773
|
|
|
119
|
|
|
618
|
|
|
—
|
|
|
—
|
|
|
4,510
|
|
||
Allowance for equity funds used during construction
|
|
(3,144
|
)
|
|
(552
|
)
|
|
(334
|
)
|
|
—
|
|
|
—
|
|
|
(4,030
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Decrease (increase) in accounts receivable
|
|
37,894
|
|
|
(2,552
|
)
|
|
3,999
|
|
|
—
|
|
|
2,736
|
|
|
42,077
|
|
||
Decrease (increase) in accrued unbilled revenues
|
|
(4,381
|
)
|
|
(1,727
|
)
|
|
505
|
|
|
—
|
|
|
—
|
|
|
(5,603
|
)
|
||
Decrease in fuel oil stock
|
|
17,945
|
|
|
870
|
|
|
5,517
|
|
|
—
|
|
|
—
|
|
|
24,332
|
|
||
Increase in materials and supplies
|
|
(5,392
|
)
|
|
(1,706
|
)
|
|
(1,251
|
)
|
|
—
|
|
|
—
|
|
|
(8,349
|
)
|
||
Increase in regulatory assets
|
|
(37,032
|
)
|
|
(7,165
|
)
|
|
(9,117
|
)
|
|
—
|
|
|
—
|
|
|
(53,314
|
)
|
||
Decrease in accounts payable
|
|
(10,435
|
)
|
|
(3,343
|
)
|
|
(9,196
|
)
|
|
—
|
|
|
—
|
|
|
(22,974
|
)
|
||
Change in prepaid and accrued income and utility revenue taxes
|
|
(7,122
|
)
|
|
(3,566
|
)
|
|
(4,728
|
)
|
|
—
|
|
|
—
|
|
|
(15,416
|
)
|
||
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
|
|
1,744
|
|
|
(191
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
1,488
|
|
||
Change in other assets and liabilities
|
|
(10,562
|
)
|
|
(1,821
|
)
|
|
4,924
|
|
|
—
|
|
|
(2,736
|
)
|
|
(10,195
|
)
|
||
Net cash provided by (used in) operating activities
|
|
172,177
|
|
|
27,391
|
|
|
33,047
|
|
|
(2
|
)
|
|
(21,303
|
)
|
|
211,310
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(164,423
|
)
|
|
(35,900
|
)
|
|
(37,546
|
)
|
|
—
|
|
|
—
|
|
|
(237,869
|
)
|
||
Contributions in aid of construction
|
|
15,699
|
|
|
6,160
|
|
|
1,774
|
|
|
—
|
|
|
—
|
|
|
23,633
|
|
||
Other
|
|
623
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
|
|
427
|
|
|||
Advances from (to) affiliates
|
|
(13,600
|
)
|
|
11,050
|
|
|
—
|
|
|
—
|
|
|
2,550
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(161,701
|
)
|
|
(18,886
|
)
|
|
(35,772
|
)
|
|
—
|
|
|
2,550
|
|
|
(213,809
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Common stock dividends
|
|
(61,183
|
)
|
|
(10,790
|
)
|
|
(10,513
|
)
|
|
—
|
|
|
21,303
|
|
|
(61,183
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
|
(810
|
)
|
|
(400
|
)
|
|
(286
|
)
|
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
||
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
|
62,196
|
|
|
—
|
|
|
13,600
|
|
|
—
|
|
|
(2,550
|
)
|
|
73,246
|
|
||
Other
|
|
(38
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||
Net cash provided by (used in) financing activities
|
|
165
|
|
|
(11,192
|
)
|
|
2,799
|
|
|
—
|
|
|
18,753
|
|
|
10,525
|
|
||
Net decrease in cash and cash equivalents
|
|
10,641
|
|
|
(2,687
|
)
|
|
74
|
|
|
(2
|
)
|
|
—
|
|
|
8,026
|
|
||
Cash and cash equivalents, beginning of period
|
|
8,265
|
|
|
5,441
|
|
|
3,349
|
|
|
104
|
|
|
—
|
|
|
17,159
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,906
|
|
|
2,754
|
|
|
3,423
|
|
|
102
|
|
|
—
|
|
|
$
|
25,185
|
|
|
|
Three months
ended September 30 |
|
Nine months
ended September 30 |
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest and dividend income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and fees on loans
|
|
$
|
45,532
|
|
|
$
|
43,337
|
|
|
$
|
133,065
|
|
|
$
|
129,564
|
|
Interest and dividends on investment and mortgage-related securities
|
|
2,773
|
|
|
3,025
|
|
|
8,758
|
|
|
9,723
|
|
||||
Total interest and dividend income
|
|
48,305
|
|
|
46,362
|
|
|
141,823
|
|
|
139,287
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on deposit liabilities
|
|
1,312
|
|
|
1,262
|
|
|
3,774
|
|
|
3,870
|
|
||||
Interest on other borrowings
|
|
1,438
|
|
|
1,206
|
|
|
4,263
|
|
|
3,548
|
|
||||
Total interest expense
|
|
2,750
|
|
|
2,468
|
|
|
8,037
|
|
|
7,418
|
|
||||
Net interest income
|
|
45,555
|
|
|
43,894
|
|
|
133,786
|
|
|
131,869
|
|
||||
Provision for loan losses
|
|
1,550
|
|
|
54
|
|
|
3,566
|
|
|
953
|
|
||||
Net interest income after provision for loan losses
|
|
44,005
|
|
|
43,840
|
|
|
130,220
|
|
|
130,916
|
|
||||
Noninterest income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fees from other financial services
|
|
5,642
|
|
|
5,728
|
|
|
15,987
|
|
|
21,367
|
|
||||
Fee income on deposit liabilities
|
|
5,109
|
|
|
4,819
|
|
|
14,175
|
|
|
13,566
|
|
||||
Fee income on other financial products
|
|
1,971
|
|
|
2,714
|
|
|
6,325
|
|
|
6,288
|
|
||||
Mortgage banking income
|
|
875
|
|
|
1,547
|
|
|
1,749
|
|
|
6,896
|
|
||||
Gain on sale of securities
|
|
—
|
|
|
—
|
|
|
2,847
|
|
|
1,226
|
|
||||
Other income, net
|
|
1,634
|
|
|
3,888
|
|
|
4,865
|
|
|
7,211
|
|
||||
Total noninterest income
|
|
15,231
|
|
|
18,696
|
|
|
45,948
|
|
|
56,554
|
|
||||
Noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and employee benefits
|
|
19,892
|
|
|
20,564
|
|
|
60,050
|
|
|
60,715
|
|
||||
Occupancy
|
|
4,517
|
|
|
4,208
|
|
|
12,959
|
|
|
12,550
|
|
||||
Data processing
|
|
2,684
|
|
|
2,168
|
|
|
8,715
|
|
|
7,982
|
|
||||
Services
|
|
2,580
|
|
|
2,424
|
|
|
7,708
|
|
|
6,855
|
|
||||
Equipment
|
|
1,672
|
|
|
1,825
|
|
|
4,926
|
|
|
5,469
|
|
||||
Office supplies, printing and postage
|
|
1,415
|
|
|
907
|
|
|
4,487
|
|
|
2,806
|
|
||||
Marketing
|
|
948
|
|
|
692
|
|
|
2,690
|
|
|
2,054
|
|
||||
Communication
|
|
412
|
|
|
479
|
|
|
1,363
|
|
|
1,374
|
|
||||
Other expense
|
|
5,544
|
|
|
6,461
|
|
|
15,026
|
|
|
18,400
|
|
||||
Total noninterest expense
|
|
39,664
|
|
|
39,728
|
|
|
117,924
|
|
|
118,205
|
|
||||
Income before income taxes
|
|
19,572
|
|
|
22,808
|
|
|
58,244
|
|
|
69,265
|
|
||||
Income taxes
|
|
6,312
|
|
|
7,532
|
|
|
18,769
|
|
|
23,915
|
|
||||
Net income
|
|
$
|
13,260
|
|
|
$
|
15,276
|
|
|
$
|
39,475
|
|
|
$
|
45,350
|
|
|
|
Three months
ended September 30 |
|
Nine months
ended September 30 |
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
|
$
|
13,260
|
|
|
$
|
15,276
|
|
|
$
|
39,475
|
|
|
$
|
45,350
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on securities arising during the period, net of (taxes) tax benefits of $1,094, $1,049, ($2,249) and $7,081 for the respective periods
|
|
(1,657
|
)
|
|
(1,589
|
)
|
|
3,406
|
|
|
(10,724
|
)
|
||||
Less: reclassification adjustment for net realized gains included in net income, net of taxes of nil, nil, $1,132 and $488 for the respective periods
|
|
—
|
|
|
—
|
|
|
(1,715
|
)
|
|
(738
|
)
|
||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $138, $278, $424 and $2,010 for the respective periods
|
|
208
|
|
|
420
|
|
|
642
|
|
|
3,043
|
|
||||
Other comprehensive income (loss), net of taxes
|
|
(1,449
|
)
|
|
(1,169
|
)
|
|
2,333
|
|
|
(8,419
|
)
|
||||
Comprehensive income
|
|
$
|
11,811
|
|
|
$
|
14,107
|
|
|
$
|
41,808
|
|
|
$
|
36,931
|
|
(in thousands)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and due from banks
|
|
|
|
|
$
|
98,879
|
|
|
|
|
|
$
|
108,998
|
|
||
Interest-bearing deposits
|
|
|
|
74,654
|
|
|
|
|
47,605
|
|
||||||
Available-for-sale investment and mortgage-related securities
|
|
|
|
|
531,603
|
|
|
|
|
|
529,007
|
|
||||
Investment in stock of Federal Home Loan Bank of Seattle
|
|
|
|
|
75,063
|
|
|
|
|
|
92,546
|
|
||||
Loans receivable held for investment
|
|
|
|
|
4,335,421
|
|
|
|
|
|
4,150,229
|
|
||||
Allowance for loan losses
|
|
|
|
|
(43,461
|
)
|
|
|
|
|
(40,116
|
)
|
||||
Loans receivable held for investment, net
|
|
|
|
|
4,291,960
|
|
|
|
|
|
4,110,113
|
|
||||
Loans held for sale, at lower of cost or fair value
|
|
|
|
|
2,328
|
|
|
|
|
|
5,302
|
|
||||
Other
|
|
|
|
|
285,659
|
|
|
|
|
|
268,063
|
|
||||
Goodwill
|
|
|
|
|
82,190
|
|
|
|
|
|
82,190
|
|
||||
Total assets
|
|
|
|
|
$
|
5,442,336
|
|
|
|
|
|
$
|
5,243,824
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and shareholder’s equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposit liabilities—noninterest-bearing
|
|
|
|
|
$
|
1,298,726
|
|
|
|
|
|
$
|
1,214,418
|
|
||
Deposit liabilities—interest-bearing
|
|
|
|
|
3,235,071
|
|
|
|
|
|
3,158,059
|
|
||||
Other borrowings
|
|
|
|
|
263,204
|
|
|
|
|
|
244,514
|
|
||||
Other
|
|
|
|
|
107,814
|
|
|
|
|
|
105,679
|
|
||||
Total liabilities
|
|
|
|
|
4,904,815
|
|
|
|
|
|
4,722,670
|
|
||||
Commitments and contingencies (see “Litigation” section)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
||||
Additional paid in capital
|
|
|
|
337,862
|
|
|
|
|
336,053
|
|
||||||
Retained earnings
|
|
|
|
|
209,522
|
|
|
|
|
|
197,297
|
|
||||
Accumulated other comprehensive loss, net of tax benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized losses on securities
|
|
$
|
(1,972
|
)
|
|
|
|
|
$
|
(3,663
|
)
|
|
|
|
||
Retirement benefit plans
|
|
(7,892
|
)
|
|
(9,864
|
)
|
|
(8,534
|
)
|
|
(12,197
|
)
|
||||
Total shareholder’s equity
|
|
|
|
|
537,521
|
|
|
|
|
|
521,154
|
|
||||
Total liabilities and shareholder’s equity
|
|
|
|
|
$
|
5,442,336
|
|
|
|
|
|
$
|
5,243,824
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bank-owned life insurance
|
|
|
|
|
$
|
133,066
|
|
|
|
|
|
$
|
129,963
|
|
||
Premises and equipment, net
|
|
|
|
|
70,105
|
|
|
|
|
|
67,766
|
|
||||
Prepaid expenses
|
|
|
|
|
3,941
|
|
|
|
|
|
3,616
|
|
||||
Accrued interest receivable
|
|
|
|
|
13,436
|
|
|
|
|
|
13,133
|
|
||||
Mortgage-servicing rights
|
|
|
|
|
11,524
|
|
|
|
|
|
11,687
|
|
||||
Low-income housing equity investments
|
|
|
|
22,825
|
|
|
|
|
14,543
|
|
||||||
Real estate acquired in settlement of loans, net
|
|
|
|
|
580
|
|
|
|
|
|
1,205
|
|
||||
Other
|
|
|
|
|
30,182
|
|
|
|
|
|
26,150
|
|
||||
|
|
|
|
|
$
|
285,659
|
|
|
|
|
|
$
|
268,063
|
|
||
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses
|
|
|
|
|
$
|
24,733
|
|
|
|
|
|
$
|
19,989
|
|
||
Federal and state income taxes payable
|
|
|
|
|
35,096
|
|
|
|
|
|
37,807
|
|
||||
Cashier’s checks
|
|
|
|
|
23,754
|
|
|
|
|
|
21,110
|
|
||||
Advance payments by borrowers
|
|
|
|
|
5,013
|
|
|
|
|
|
9,647
|
|
||||
Other
|
|
|
|
|
19,218
|
|
|
|
|
|
17,126
|
|
||||
|
|
|
|
|
$
|
107,814
|
|
|
|
|
|
$
|
105,679
|
|
|
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Estimated fair
value
|
|
Gross unrealized losses
|
||||||||||||||||||||||
|
|
|
|
|
|
Less than 12 months
|
|
12 months or longer
|
||||||||||||||||||||||||
(in thousands)
|
|
|
|
|
|
Fair value
|
|
Amount
|
|
Fair value
|
|
Amount
|
||||||||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and federal agency obligations
|
|
$
|
107,072
|
|
|
$
|
631
|
|
|
$
|
(1,407
|
)
|
|
$
|
106,296
|
|
|
$
|
29,628
|
|
|
$
|
(137
|
)
|
|
$
|
29,168
|
|
|
$
|
(1,270
|
)
|
Mortgage-related securities- FNMA, FHLMC and GNMA
|
|
427,804
|
|
|
5,327
|
|
|
(7,824
|
)
|
|
425,307
|
|
|
89,402
|
|
|
(910
|
)
|
|
148,544
|
|
|
(6,914
|
)
|
||||||||
Municipal bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
534,876
|
|
|
$
|
5,958
|
|
|
$
|
(9,231
|
)
|
|
$
|
531,603
|
|
|
$
|
119,030
|
|
|
$
|
(1,047
|
)
|
|
$
|
177,712
|
|
|
$
|
(8,184
|
)
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal agency obligations
|
|
$
|
83,193
|
|
|
$
|
174
|
|
|
$
|
(2,394
|
)
|
|
$
|
80,973
|
|
|
$
|
70,799
|
|
|
$
|
(2,394
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage-related securities- FNMA, FHLMC and GNMA
|
|
374,993
|
|
|
4,911
|
|
|
(10,460
|
)
|
|
369,444
|
|
|
228,543
|
|
|
(8,819
|
)
|
|
19,655
|
|
|
(1,641
|
)
|
||||||||
Municipal bonds
|
|
76,904
|
|
|
1,826
|
|
|
(140
|
)
|
|
78,590
|
|
|
14,478
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
535,090
|
|
|
$
|
6,911
|
|
|
$
|
(12,994
|
)
|
|
$
|
529,007
|
|
|
$
|
313,820
|
|
|
$
|
(11,353
|
)
|
|
$
|
19,655
|
|
|
$
|
(1,641
|
)
|
September 30, 2014
|
|
Amortized cost
|
|
Fair value
|
||||
(in thousands)
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
|
44,498
|
|
|
44,419
|
|
||
Due after five years through ten years
|
|
37,332
|
|
|
37,641
|
|
||
Due after ten years
|
|
25,242
|
|
|
24,236
|
|
||
|
|
107,072
|
|
|
106,296
|
|
||
Mortgage-related securities-FNMA,FHLMC and GNMA
|
|
427,804
|
|
|
425,307
|
|
||
Total available-for-sale securities
|
|
$
|
534,876
|
|
|
$
|
531,603
|
|
•
|
changes in lending policies and procedures;
|
•
|
changes in economic and business conditions and developments that affect the collectability of the portfolio;
|
•
|
changes in the nature, volume and terms of the loan portfolio;
|
•
|
changes in lending management and other relevant staff;
|
•
|
changes in loan quality (past due, non-accrual, classified loans);
|
•
|
changes in the quality of the loan review system;
|
•
|
changes in the value of underlying collateral;
|
•
|
effect of, and changes in the level of, any concentrations of credit; and
|
•
|
effect of other external and internal factors.
|
(in thousands)
|
|
Residential
1-4 family
|
|
Commercial real
estate
|
|
Home
equity line of credit |
|
Residential land
|
|
Commercial construction
|
|
Residential construction
|
|
Commercial loans
|
|
Consumer loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||||||
Three months ended
September 30, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
5,667
|
|
|
$
|
7,230
|
|
|
$
|
7,081
|
|
|
$
|
1,837
|
|
|
$
|
3,390
|
|
|
$
|
26
|
|
|
$
|
15,144
|
|
|
$
|
1,997
|
|
|
$
|
—
|
|
|
$
|
42,372
|
|
Charge-offs
|
|
(632
|
)
|
|
—
|
|
|
(46
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(886
|
)
|
|
(592
|
)
|
|
—
|
|
|
(2,184
|
)
|
||||||||||
Recoveries
|
|
160
|
|
|
—
|
|
|
299
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
952
|
|
|
222
|
|
|
—
|
|
|
1,723
|
|
||||||||||
Provision
|
|
670
|
|
|
3
|
|
|
(119
|
)
|
|
(92
|
)
|
|
1,724
|
|
|
3
|
|
|
(1,130
|
)
|
|
491
|
|
|
—
|
|
|
1,550
|
|
||||||||||
Ending balance
|
|
$
|
5,865
|
|
|
$
|
7,233
|
|
|
$
|
7,215
|
|
|
$
|
1,807
|
|
|
$
|
5,114
|
|
|
$
|
29
|
|
|
$
|
14,080
|
|
|
$
|
2,118
|
|
|
$
|
—
|
|
|
$
|
43,461
|
|
Three months ended
September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
6,357
|
|
|
$
|
4,117
|
|
|
$
|
5,009
|
|
|
$
|
2,187
|
|
|
$
|
2,305
|
|
|
$
|
14
|
|
|
$
|
16,307
|
|
|
$
|
2,399
|
|
|
$
|
2,309
|
|
|
$
|
41,004
|
|
Charge-offs
|
|
(106
|
)
|
|
—
|
|
|
(44
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
(407
|
)
|
|
—
|
|
|
(865
|
)
|
||||||||||
Recoveries
|
|
157
|
|
|
—
|
|
|
78
|
|
|
282
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
176
|
|
|
—
|
|
|
859
|
|
||||||||||
Provision
|
|
(604
|
)
|
|
204
|
|
|
12
|
|
|
(361
|
)
|
|
44
|
|
|
2
|
|
|
(361
|
)
|
|
42
|
|
|
1,076
|
|
|
54
|
|
||||||||||
Ending balance
|
|
$
|
5,804
|
|
|
$
|
4,321
|
|
|
$
|
5,055
|
|
|
$
|
2,105
|
|
|
$
|
2,349
|
|
|
$
|
16
|
|
|
$
|
15,807
|
|
|
$
|
2,210
|
|
|
$
|
3,385
|
|
|
$
|
41,052
|
|
Nine months ended
September 30, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
5,534
|
|
|
$
|
5,059
|
|
|
$
|
5,229
|
|
|
$
|
1,817
|
|
|
$
|
2,397
|
|
|
$
|
19
|
|
|
$
|
15,803
|
|
|
$
|
2,367
|
|
|
$
|
1,891
|
|
|
$
|
40,116
|
|
Charge-offs
|
|
(992
|
)
|
|
—
|
|
|
(182
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(1,256
|
)
|
|
(1,614
|
)
|
|
—
|
|
|
(4,125
|
)
|
||||||||||
Recoveries
|
|
1,056
|
|
|
—
|
|
|
624
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
|
694
|
|
|
—
|
|
|
3,904
|
|
||||||||||
Provision
|
|
267
|
|
|
2,174
|
|
|
1,544
|
|
|
(182
|
)
|
|
2,717
|
|
|
10
|
|
|
(1,744
|
)
|
|
671
|
|
|
(1,891
|
)
|
|
3,566
|
|
||||||||||
Ending balance
|
|
$
|
5,865
|
|
|
$
|
7,233
|
|
|
$
|
7,215
|
|
|
$
|
1,807
|
|
|
$
|
5,114
|
|
|
$
|
29
|
|
|
$
|
14,080
|
|
|
$
|
2,118
|
|
|
$
|
—
|
|
|
$
|
43,461
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
917
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
1,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
810
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
2,915
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
4,948
|
|
|
$
|
7,229
|
|
|
$
|
7,207
|
|
|
$
|
636
|
|
|
$
|
5,114
|
|
|
$
|
29
|
|
|
$
|
13,270
|
|
|
$
|
2,113
|
|
|
$
|
—
|
|
|
$
|
40,546
|
|
Financing Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending balance
|
|
$
|
2,030,337
|
|
|
$
|
502,356
|
|
|
$
|
808,991
|
|
|
$
|
16,935
|
|
|
$
|
87,461
|
|
|
$
|
18,699
|
|
|
$
|
770,079
|
|
|
$
|
107,531
|
|
|
$
|
—
|
|
|
$
|
4,342,389
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
20,015
|
|
|
$
|
754
|
|
|
$
|
392
|
|
|
$
|
8,872
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,058
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
45,107
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
2,010,322
|
|
|
$
|
501,602
|
|
|
$
|
808,599
|
|
|
$
|
8,063
|
|
|
$
|
87,461
|
|
|
$
|
18,699
|
|
|
$
|
755,021
|
|
|
$
|
107,515
|
|
|
$
|
—
|
|
|
$
|
4,297,282
|
|
Nine months ended
September 30, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
|
$
|
6,068
|
|
|
$
|
2,965
|
|
|
$
|
4,493
|
|
|
$
|
4,275
|
|
|
$
|
2,023
|
|
|
$
|
9
|
|
|
$
|
15,931
|
|
|
$
|
4,019
|
|
|
$
|
2,202
|
|
|
$
|
41,985
|
|
Charge-offs
|
|
(1,162
|
)
|
|
—
|
|
|
(782
|
)
|
|
(238
|
)
|
|
—
|
|
|
—
|
|
|
(1,655
|
)
|
|
(1,811
|
)
|
|
—
|
|
|
(5,648
|
)
|
||||||||||
Recoveries
|
|
1,382
|
|
|
—
|
|
|
334
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
778
|
|
|
486
|
|
|
—
|
|
|
3,762
|
|
||||||||||
Provision
|
|
(484
|
)
|
|
1,356
|
|
|
1,010
|
|
|
(2,714
|
)
|
|
326
|
|
|
7
|
|
|
753
|
|
|
(484
|
)
|
|
1,183
|
|
|
953
|
|
||||||||||
Ending balance
|
|
$
|
5,804
|
|
|
$
|
4,321
|
|
|
$
|
5,055
|
|
|
$
|
2,105
|
|
|
$
|
2,349
|
|
|
$
|
16
|
|
|
$
|
15,807
|
|
|
$
|
2,210
|
|
|
$
|
3,385
|
|
|
$
|
41,052
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
944
|
|
|
$
|
888
|
|
|
$
|
—
|
|
|
$
|
1,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,096
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
4,860
|
|
|
$
|
3,433
|
|
|
$
|
5,055
|
|
|
$
|
520
|
|
|
$
|
2,349
|
|
|
$
|
16
|
|
|
$
|
13,128
|
|
|
$
|
2,210
|
|
|
$
|
3,385
|
|
|
$
|
34,956
|
|
Financing Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
||||||||||
Ending balance
|
|
$
|
2,015,082
|
|
|
$
|
405,037
|
|
|
$
|
703,210
|
|
|
$
|
18,400
|
|
|
$
|
51,067
|
|
|
$
|
10,460
|
|
|
$
|
749,733
|
|
|
$
|
102,400
|
|
|
$
|
—
|
|
|
$
|
4,055,389
|
|
Ending balance: individually evaluated for impairment
|
|
$
|
22,123
|
|
|
$
|
4,484
|
|
|
$
|
960
|
|
|
$
|
12,747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,777
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
63,110
|
|
Ending balance: collectively evaluated for impairment
|
|
$
|
1,992,959
|
|
|
$
|
400,553
|
|
|
$
|
702,250
|
|
|
$
|
5,653
|
|
|
$
|
51,067
|
|
|
$
|
10,460
|
|
|
$
|
726,956
|
|
|
$
|
102,381
|
|
|
$
|
—
|
|
|
$
|
3,992,279
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in thousands)
|
|
Commercial
real estate
|
|
Commercial
construction
|
|
Commercial
|
|
Commercial
real estate
|
|
Commercial
construction
|
|
Commercial
|
||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pass
|
|
$
|
444,723
|
|
|
$
|
70,335
|
|
|
$
|
715,284
|
|
|
$
|
375,217
|
|
|
$
|
52,112
|
|
|
$
|
703,053
|
|
Special mention
|
|
18,199
|
|
|
—
|
|
|
8,500
|
|
|
33,436
|
|
|
—
|
|
|
17,634
|
|
||||||
Substandard
|
|
39,434
|
|
|
17,126
|
|
|
45,101
|
|
|
28,020
|
|
|
—
|
|
|
59,663
|
|
||||||
Doubtful
|
|
—
|
|
|
—
|
|
|
1,194
|
|
|
3,770
|
|
|
—
|
|
|
3,038
|
|
||||||
Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
502,356
|
|
|
$
|
87,461
|
|
|
$
|
770,079
|
|
|
$
|
440,443
|
|
|
$
|
52,112
|
|
|
$
|
783,388
|
|
(in thousands)
|
|
30-59
days
past due
|
|
60-89
days
past due
|
|
Greater
than
90 days
|
|
Total
past due
|
|
Current
|
|
Total
financing
receivables
|
|
Recorded
investment>
90 days and
accruing
|
||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
|
$
|
6,449
|
|
|
$
|
909
|
|
|
$
|
14,427
|
|
|
$
|
21,785
|
|
|
$
|
2,008,552
|
|
|
$
|
2,030,337
|
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502,356
|
|
|
502,356
|
|
|
—
|
|
|||||||
Home equity line of credit
|
|
578
|
|
|
166
|
|
|
143
|
|
|
887
|
|
|
808,104
|
|
|
808,991
|
|
|
—
|
|
|||||||
Residential land
|
|
260
|
|
|
—
|
|
|
525
|
|
|
785
|
|
|
16,150
|
|
|
16,935
|
|
|
525
|
|
|||||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,461
|
|
|
87,461
|
|
|
—
|
|
|||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,699
|
|
|
18,699
|
|
|
—
|
|
|||||||
Commercial loans
|
|
239
|
|
|
34
|
|
|
954
|
|
|
1,227
|
|
|
768,852
|
|
|
770,079
|
|
|
—
|
|
|||||||
Consumer loans
|
|
781
|
|
|
377
|
|
|
293
|
|
|
1,451
|
|
|
106,080
|
|
|
107,531
|
|
|
—
|
|
|||||||
Total loans
|
|
$
|
8,307
|
|
|
$
|
1,486
|
|
|
$
|
16,342
|
|
|
$
|
26,135
|
|
|
$
|
4,316,254
|
|
|
$
|
4,342,389
|
|
|
$
|
525
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
|
$
|
2,728
|
|
|
$
|
622
|
|
|
$
|
15,411
|
|
|
$
|
18,761
|
|
|
$
|
1,987,246
|
|
|
$
|
2,006,007
|
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
3,770
|
|
|
3,770
|
|
|
436,673
|
|
|
440,443
|
|
|
—
|
|
|||||||
Home equity line of credit
|
|
765
|
|
|
312
|
|
|
960
|
|
|
2,037
|
|
|
737,294
|
|
|
739,331
|
|
|
—
|
|
|||||||
Residential land
|
|
184
|
|
|
48
|
|
|
2,756
|
|
|
2,988
|
|
|
13,188
|
|
|
16,176
|
|
|
—
|
|
|||||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,112
|
|
|
52,112
|
|
|
—
|
|
|||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,774
|
|
|
12,774
|
|
|
—
|
|
|||||||
Commercial loans
|
|
1,668
|
|
|
612
|
|
|
3,026
|
|
|
5,306
|
|
|
778,082
|
|
|
783,388
|
|
|
—
|
|
|||||||
Consumer loans
|
|
436
|
|
|
158
|
|
|
304
|
|
|
898
|
|
|
107,824
|
|
|
108,722
|
|
|
—
|
|
|||||||
Total loans
|
|
$
|
5,781
|
|
|
$
|
1,752
|
|
|
$
|
26,227
|
|
|
$
|
33,760
|
|
|
$
|
4,125,193
|
|
|
$
|
4,158,953
|
|
|
$
|
—
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(in thousands)
|
|
Nonaccrual
loans
|
|
Accruing loans
90 days or
more past due
|
|
Nonaccrual
loans
|
|
Accruing loans
90 days or
more past due
|
||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential 1-4 family
|
|
$
|
20,499
|
|
|
$
|
—
|
|
|
$
|
19,679
|
|
|
$
|
—
|
|
Commercial real estate
|
|
596
|
|
|
—
|
|
|
4,439
|
|
|
—
|
|
||||
Home equity line of credit
|
|
1,105
|
|
|
—
|
|
|
2,060
|
|
|
—
|
|
||||
Residential land
|
|
2,798
|
|
|
525
|
|
|
3,161
|
|
|
—
|
|
||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial loans
|
|
11,414
|
|
|
—
|
|
|
18,781
|
|
|
—
|
|
||||
Consumer loans
|
|
502
|
|
|
—
|
|
|
401
|
|
|
—
|
|
||||
Total
|
|
$
|
36,914
|
|
|
$
|
525
|
|
|
$
|
48,521
|
|
|
$
|
—
|
|
|
|
September 30, 2014
|
|
Three months ended
September 30, 2014 |
|
Nine months ended
September 30, 2014 |
||||||||||||||||||||||
(in thousands)
|
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
Allowance
|
|
Average
recorded
investment
|
|
Interest
income
recognized*
|
|
Average
recorded
investment
|
|
Interest
income
recognized*
|
||||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
|
$
|
8,718
|
|
|
$
|
10,398
|
|
|
$
|
—
|
|
|
$
|
8,519
|
|
|
$
|
30
|
|
|
$
|
9,077
|
|
|
$
|
189
|
|
Commercial real estate
|
|
596
|
|
|
642
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|||||||
Home equity line of credit
|
|
208
|
|
|
332
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
450
|
|
|
4
|
|
|||||||
Residential land
|
|
2,500
|
|
|
3,356
|
|
|
—
|
|
|
2,610
|
|
|
40
|
|
|
2,823
|
|
|
138
|
|
|||||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial loans
|
|
8,858
|
|
|
14,147
|
|
|
—
|
|
|
6,152
|
|
|
6
|
|
|
4,145
|
|
|
22
|
|
|||||||
Consumer loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||||
|
|
20,880
|
|
|
28,875
|
|
|
—
|
|
|
17,754
|
|
|
76
|
|
|
16,571
|
|
|
353
|
|
|||||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
|
11,297
|
|
|
11,338
|
|
|
917
|
|
|
10,232
|
|
|
112
|
|
|
8,019
|
|
|
303
|
|
|||||||
Commercial real estate
|
|
158
|
|
|
158
|
|
|
4
|
|
|
3,045
|
|
|
455
|
|
|
4,049
|
|
|
458
|
|
|||||||
Home equity line of credit
|
|
184
|
|
|
212
|
|
|
8
|
|
|
198
|
|
|
1
|
|
|
89
|
|
|
2
|
|
|||||||
Residential land
|
|
6,372
|
|
|
6,450
|
|
|
1,171
|
|
|
6,379
|
|
|
81
|
|
|
6,685
|
|
|
301
|
|
|||||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial loans
|
|
6,200
|
|
|
6,637
|
|
|
810
|
|
|
10,549
|
|
|
207
|
|
|
14,249
|
|
|
301
|
|
|||||||
Consumer loans
|
|
16
|
|
|
16
|
|
|
5
|
|
|
17
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|||||||
|
|
24,227
|
|
|
24,811
|
|
|
2,915
|
|
|
30,420
|
|
|
856
|
|
|
33,099
|
|
|
1,365
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
|
20,015
|
|
|
21,736
|
|
|
917
|
|
|
18,751
|
|
|
142
|
|
|
17,096
|
|
|
492
|
|
|||||||
Commercial real estate
|
|
754
|
|
|
800
|
|
|
4
|
|
|
3,244
|
|
|
455
|
|
|
4,115
|
|
|
458
|
|
|||||||
Home equity line of credit
|
|
392
|
|
|
544
|
|
|
8
|
|
|
472
|
|
|
1
|
|
|
539
|
|
|
6
|
|
|||||||
Residential land
|
|
8,872
|
|
|
9,806
|
|
|
1,171
|
|
|
8,989
|
|
|
121
|
|
|
9,508
|
|
|
439
|
|
|||||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial loans
|
|
15,058
|
|
|
20,784
|
|
|
810
|
|
|
16,701
|
|
|
213
|
|
|
18,394
|
|
|
323
|
|
|||||||
Consumer loans
|
|
16
|
|
|
16
|
|
|
5
|
|
|
17
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|||||||
|
|
$
|
45,107
|
|
|
$
|
53,686
|
|
|
$
|
2,915
|
|
|
$
|
48,174
|
|
|
$
|
932
|
|
|
$
|
49,670
|
|
|
$
|
1,718
|
|
|
|
December 31, 2013
|
|
Year ended December 31, 2013
|
||||||||||||||||
(in thousands)
|
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
allowance
|
|
Average
recorded
investment
|
|
Interest
income
recognized*
|
||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
|
$
|
9,708
|
|
|
$
|
12,144
|
|
|
$
|
—
|
|
|
$
|
11,674
|
|
|
$
|
386
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
802
|
|
|
—
|
|
|||||
Home equity line of credit
|
|
672
|
|
|
1,227
|
|
|
—
|
|
|
623
|
|
|
2
|
|
|||||
Residential land
|
|
2,622
|
|
|
3,612
|
|
|
—
|
|
|
6,675
|
|
|
482
|
|
|||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial loans
|
|
3,466
|
|
|
4,715
|
|
|
—
|
|
|
4,837
|
|
|
12
|
|
|||||
Consumer loans
|
|
19
|
|
|
19
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|||||
|
|
16,487
|
|
|
21,717
|
|
|
—
|
|
|
24,631
|
|
|
882
|
|
|||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
|
6,216
|
|
|
6,236
|
|
|
642
|
|
|
6,455
|
|
|
372
|
|
|||||
Commercial real estate
|
|
4,604
|
|
|
4,686
|
|
|
1,118
|
|
|
5,745
|
|
|
152
|
|
|||||
Home equity line of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential land
|
|
7,452
|
|
|
7,623
|
|
|
1,332
|
|
|
6,844
|
|
|
409
|
|
|||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial loans
|
|
17,759
|
|
|
20,640
|
|
|
2,246
|
|
|
15,635
|
|
|
139
|
|
|||||
Consumer loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
36,031
|
|
|
39,185
|
|
|
5,338
|
|
|
34,679
|
|
|
1,072
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
|
15,924
|
|
|
18,380
|
|
|
642
|
|
|
18,129
|
|
|
758
|
|
|||||
Commercial real estate
|
|
4,604
|
|
|
4,686
|
|
|
1,118
|
|
|
6,547
|
|
|
152
|
|
|||||
Home equity line of credit
|
|
672
|
|
|
1,227
|
|
|
—
|
|
|
623
|
|
|
2
|
|
|||||
Residential land
|
|
10,074
|
|
|
11,235
|
|
|
1,332
|
|
|
13,519
|
|
|
891
|
|
|||||
Commercial construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial loans
|
|
21,225
|
|
|
25,355
|
|
|
2,246
|
|
|
20,472
|
|
|
151
|
|
|||||
Consumer loans
|
|
19
|
|
|
19
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|||||
|
|
$
|
52,518
|
|
|
$
|
60,902
|
|
|
$
|
5,338
|
|
|
$
|
59,310
|
|
|
$
|
1,954
|
|
*
|
Since loan was classified as impaired.
|
|
|
Three months ended September 30, 2014
|
|
Nine months ended September 30, 2014
|
||||||||||||||||
|
|
Number of
|
|
Outstanding recorded investment
|
|
Number of
|
|
Outstanding recorded investment
|
||||||||||||
(dollars in thousands)
|
|
contracts
|
|
Pre-modification
|
|
Post-modification
|
|
contracts
|
|
Pre-modification
|
|
Post-modification
|
||||||||
Troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential 1-4 family
|
|
6
|
|
$
|
1,800
|
|
|
$
|
1,825
|
|
|
18
|
|
$
|
4,915
|
|
|
$
|
4,972
|
|
Commercial real estate
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Home equity line of credit
|
|
1
|
|
91
|
|
|
91
|
|
|
1
|
|
91
|
|
|
91
|
|
||||
Residential land
|
|
2
|
|
256
|
|
|
256
|
|
|
18
|
|
4,304
|
|
|
4,304
|
|
||||
Commercial loans
|
|
2
|
|
2,600
|
|
|
2,600
|
|
|
7
|
|
3,827
|
|
|
3,827
|
|
||||
Consumer loans
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
|
|
11
|
|
$
|
4,747
|
|
|
$
|
4,772
|
|
|
44
|
|
$
|
13,137
|
|
|
$
|
13,194
|
|
|
|
Three months ended September 30, 2013
|
|
Nine months ended September 30, 2013
|
||||||||||||||||
|
|
Number of
|
|
Outstanding recorded investment
|
|
Number of
|
|
Outstanding recorded investment
|
||||||||||||
(dollars in thousands)
|
|
contracts
|
|
Pre-modification
|
|
Post-modification
|
|
contracts
|
|
Pre-modification
|
|
Post-modification
|
||||||||
Troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Residential 1-4 family
|
|
14
|
|
$
|
2,864
|
|
|
$
|
2,874
|
|
|
32
|
|
$
|
8,631
|
|
|
$
|
8,712
|
|
Commercial real estate
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Home equity line of credit
|
|
—
|
|
—
|
|
|
—
|
|
|
4
|
|
462
|
|
|
215
|
|
||||
Residential land
|
|
9
|
|
2,943
|
|
|
2,943
|
|
|
16
|
|
4,983
|
|
|
4,974
|
|
||||
Commercial loans
|
|
3
|
|
2,076
|
|
|
2,076
|
|
|
6
|
|
2,790
|
|
|
2,790
|
|
||||
Consumer loans
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
|
|
26
|
|
$
|
7,883
|
|
|
$
|
7,893
|
|
|
58
|
|
$
|
16,866
|
|
|
$
|
16,691
|
|
|
|
Three months ended September 30, 2014
|
|
Nine months ended September 30, 2014
|
||||||||
(dollars in thousands)
|
|
Number of contracts
|
|
Recorded investment
|
|
Number of contracts
|
|
Recorded investment
|
||||
Troubled debt restructurings that
subsequently defaulted
|
|
|
|
|
|
|
|
|
||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
||
Residential 1-4 family
|
|
—
|
|
$
|
—
|
|
|
1
|
|
$
|
390
|
|
Commercial real estate
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Home equity line of credit
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Residential land
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Commercial loans
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Consumer loans
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
|
|
—
|
|
$
|
—
|
|
|
1
|
|
$
|
390
|
|
|
|
Three months ended September 30, 2013
|
|
Nine months ended September 30, 2013
|
||||||||
(dollars in thousands)
|
|
Number of contracts
|
|
Recorded investment
|
|
Number of contracts
|
|
Recorded investment
|
||||
Troubled debt restructurings that
subsequently defaulted
|
|
|
|
|
|
|
|
|
||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
||
Residential 1-4 family
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Home equity line of credit
|
|
1
|
|
67
|
|
|
1
|
|
67
|
|
||
Residential land
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Commercial loans
|
|
3
|
|
669
|
|
|
3
|
|
669
|
|
||
Consumer loans
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
|
|
4
|
|
$
|
736
|
|
|
4
|
|
$
|
736
|
|
(in millions)
|
|
Gross amount of
recognized liabilities
|
|
Gross amount offset in
the Balance Sheet
|
|
Net amount of liabilities presented
in the Balance Sheet
|
Repurchase agreements
|
|
|
|
|
|
|
September 30, 2014
|
|
$153
|
|
$—
|
|
$153
|
December 31, 2013
|
|
145
|
|
—
|
|
145
|
|
|
Gross amount not offset in the Balance Sheet
|
||||||||||||||
(in millions)
|
|
Net amount of
liabilities presented
in the Balance Sheet
|
|
Financial
instruments
|
|
Cash
collateral
pledged
|
|
Net amount
|
||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial institution
|
|
$
|
50
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government entities
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Commercial account holders
|
|
88
|
|
|
88
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
153
|
|
|
$
|
153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial institution
|
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial account holders
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
145
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
September 30
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(in thousands)
|
|
Gross
carrying amount |
|
Accumulated amortization
|
|
Valuation allowance
|
|
Net
carrying amount |
|
Gross
carrying amount |
|
Accumulated amortization
|
|
Valuation allowance
|
|
Net
carrying amount |
||||||||||||
Mortgage servicing assets
|
|
$
|
26,685
|
|
|
(15,003
|
)
|
|
(158
|
)
|
|
$
|
11,524
|
|
|
$
|
25,198
|
|
|
(13,265
|
)
|
|
(127
|
)
|
|
$
|
11,806
|
|
(in thousands)
|
|
2014
|
|
|
2013
|
|
||
Valuation allowance, January 1
|
|
$
|
251
|
|
|
$
|
498
|
|
Provision (recovery)
|
|
(36
|
)
|
|
(215
|
)
|
||
Other-than-temporary impairment
|
|
(57
|
)
|
|
(156
|
)
|
||
Valuation allowance, September 30
|
|
$
|
158
|
|
|
$
|
127
|
|
(dollars in thousands)
|
|
September 30, 2014
|
|
|
September 30, 2013
|
|
||
Unpaid principal balance
|
|
$
|
1,380,299
|
|
|
$
|
1,329,815
|
|
Weighted average note rate
|
|
4.08
|
%
|
|
4.06
|
%
|
||
Weighted average discount rate
|
|
9.6
|
%
|
|
10.1
|
%
|
||
Weighted average prepayment speed
|
|
8.1
|
%
|
|
6.6
|
%
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(dollars in thousands)
|
|
Notional amount
|
|
Fair value
|
|
Notional amount
|
|
Fair value
|
||||||||
Interest rate lock commitments
|
|
$
|
14,511
|
|
|
$
|
215
|
|
|
$
|
25,070
|
|
|
$
|
464
|
|
Forward commitments
|
|
12,707
|
|
|
(25
|
)
|
|
26,018
|
|
|
139
|
|
Derivative Financial Instruments Not Designated as Hedging Instruments
1
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(dollars in thousands)
|
|
Derivative asset
|
|
Derivative liability
|
|
Derivative asset
|
|
Derivative liability
|
||||||||
Interest rate lock commitments
|
|
$
|
216
|
|
|
$
|
1
|
|
|
$
|
488
|
|
|
$
|
24
|
|
Forward commitments
|
|
1
|
|
|
26
|
|
|
141
|
|
|
2
|
|
||||
|
|
$
|
217
|
|
|
$
|
27
|
|
|
$
|
629
|
|
|
$
|
26
|
|
Derivative Financial Instruments Not Designated as Hedging Instruments
|
Location of net gains (losses) recognized in
the Statement of Income
|
|
Three months
ended September 30 |
|
Nine months
ended September 30 |
||||||||||||
(dollars in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Interest rate lock commitments
|
Mortgage banking income
|
|
$
|
215
|
|
|
$
|
818
|
|
|
$
|
(249
|
)
|
|
$
|
556
|
|
Forward commitments
|
Mortgage banking income
|
|
(25
|
)
|
|
(1,173
|
)
|
|
(164
|
)
|
|
(273
|
)
|
||||
|
|
|
$
|
190
|
|
|
$
|
(355
|
)
|
|
$
|
(413
|
)
|
|
$
|
283
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||||||
|
|
Pension benefits
|
|
Other benefits
|
|
Pension benefits
|
|
Other benefits
|
||||||||||||||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
HEI consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service cost
|
|
$
|
12,306
|
|
|
$
|
14,097
|
|
|
$
|
870
|
|
|
$
|
1,077
|
|
|
$
|
36,958
|
|
|
$
|
42,307
|
|
|
$
|
2,619
|
|
|
$
|
3,229
|
|
Interest cost
|
|
18,044
|
|
|
16,187
|
|
|
2,137
|
|
|
1,891
|
|
|
54,158
|
|
|
48,600
|
|
|
6,414
|
|
|
5,677
|
|
||||||||
Expected return on plan assets
|
|
(20,337
|
)
|
|
(18,134
|
)
|
|
(2,724
|
)
|
|
(2,531
|
)
|
|
(61,018
|
)
|
|
(54,401
|
)
|
|
(8,180
|
)
|
|
(7,614
|
)
|
||||||||
Amortization of net prior service loss (gain)
|
|
22
|
|
|
(24
|
)
|
|
(448
|
)
|
|
(448
|
)
|
|
66
|
|
|
(73
|
)
|
|
(1,345
|
)
|
|
(1,345
|
)
|
||||||||
Amortization of net actuarial loss (gain)
|
|
5,064
|
|
|
9,560
|
|
|
(2
|
)
|
|
398
|
|
|
15,240
|
|
|
28,878
|
|
|
(8
|
)
|
|
1,203
|
|
||||||||
Net periodic benefit cost (credit)
|
|
15,099
|
|
|
21,686
|
|
|
(167
|
)
|
|
387
|
|
|
45,404
|
|
|
65,311
|
|
|
(500
|
)
|
|
1,150
|
|
||||||||
Impact of PUC D&Os
|
|
(3,331
|
)
|
|
(9,257
|
)
|
|
494
|
|
|
(332
|
)
|
|
(9,993
|
)
|
|
(28,847
|
)
|
|
1,482
|
|
|
(1,018
|
)
|
||||||||
Net periodic benefit cost (adjusted for impact of PUC D&Os)
|
|
$
|
11,768
|
|
|
$
|
12,429
|
|
|
$
|
327
|
|
|
$
|
55
|
|
|
$
|
35,411
|
|
|
$
|
36,464
|
|
|
$
|
982
|
|
|
$
|
132
|
|
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service cost
|
|
$
|
11,900
|
|
|
$
|
13,620
|
|
|
$
|
848
|
|
|
$
|
1,041
|
|
|
$
|
35,698
|
|
|
$
|
40,861
|
|
|
$
|
2,544
|
|
|
$
|
3,122
|
|
Interest cost
|
|
16,495
|
|
|
14,780
|
|
|
2,058
|
|
|
1,822
|
|
|
49,484
|
|
|
44,339
|
|
|
6,175
|
|
|
5,466
|
|
||||||||
Expected return on plan assets
|
|
(18,167
|
)
|
|
(16,138
|
)
|
|
(2,684
|
)
|
|
(2,502
|
)
|
|
(54,496
|
)
|
|
(48,413
|
)
|
|
(8,054
|
)
|
|
(7,502
|
)
|
||||||||
Amortization of net prior service loss (gain)
|
|
15
|
|
|
(116
|
)
|
|
(451
|
)
|
|
(451
|
)
|
|
46
|
|
|
(348
|
)
|
|
(1,353
|
)
|
|
(1,353
|
)
|
||||||||
Amortization of net actuarial loss
|
|
4,616
|
|
|
8,649
|
|
|
—
|
|
|
387
|
|
|
13,845
|
|
|
25,948
|
|
|
—
|
|
|
1,159
|
|
||||||||
Net periodic benefit cost (credit)
|
|
14,859
|
|
|
20,795
|
|
|
(229
|
)
|
|
297
|
|
|
44,577
|
|
|
62,387
|
|
|
(688
|
)
|
|
892
|
|
||||||||
Impact of PUC D&Os
|
|
(3,331
|
)
|
|
(9,257
|
)
|
|
494
|
|
|
(332
|
)
|
|
(9,993
|
)
|
|
(28,847
|
)
|
|
1,482
|
|
|
(1,018
|
)
|
||||||||
Net periodic benefit cost (adjusted for impact of PUC D&Os)
|
|
$
|
11,528
|
|
|
$
|
11,538
|
|
|
$
|
265
|
|
|
$
|
(35
|
)
|
|
$
|
34,584
|
|
|
$
|
33,540
|
|
|
$
|
794
|
|
|
$
|
(126
|
)
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
HEI consolidated
|
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
1
|
|
$
|
2.0
|
|
|
$
|
2.5
|
|
|
$
|
7.2
|
|
|
$
|
6.0
|
|
Income tax benefit
|
|
0.7
|
|
|
0.9
|
|
|
2.6
|
|
|
2.2
|
|
||||
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
1
|
|
0.6
|
|
|
0.8
|
|
|
2.2
|
|
|
1.9
|
|
||||
Income tax benefit
|
|
0.2
|
|
|
0.3
|
|
|
0.9
|
|
|
0.7
|
|
1
|
$0.04 million
and
$0.03 million
of this share-based compensation expense was capitalized in the
third
quarter of
2014
and
2013
, respectively.
$0.12 million
and
$0.09 million
of this share-based compensation expense was capitalized in the
nine
months ended
September 30, 2014
and
2013
, respectively.
|
|
Nine months ended September 30
|
||||||
($ in millions)
|
2014
|
|
2013
|
||||
Shares granted
|
33,170
|
|
|
33,184
|
|
||
Fair value
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Income tax benefit
|
0.3
|
|
|
0.3
|
|
(dollars in thousands, except prices)
|
|
Three months ended September 30, 2013
|
|
Nine months ended
September 30, 2013 |
||||
Shares exercised
|
|
—
|
|
|
14,000
|
|
||
Weighted-average exercise price
|
|
$
|
—
|
|
|
$
|
20.49
|
|
Cash received from exercise
|
|
$
|
—
|
|
|
$
|
287
|
|
Intrinsic value of shares exercised
1
|
|
$
|
—
|
|
|
$
|
128
|
|
Tax benefit realized for the deduction of exercises
|
|
$
|
—
|
|
|
$
|
50
|
|
September 30, 2014
|
Outstanding & Exercisable (Vested)
|
||||||||
Year of
grant
|
|
Number of shares
underlying SARs
|
|
Weighted-average
remaining
contractual life
|
|
Weighted-average
exercise price
|
|||
2005
|
|
102,000
|
|
|
0.5
|
|
$
|
26.18
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
||||||||||||||||
Outstanding, beginning of period
|
264,326
|
|
|
$
|
25.74
|
|
|
300,313
|
|
|
$
|
25.15
|
|
|
288,151
|
|
|
$
|
25.17
|
|
|
315,094
|
|
|
$
|
22.82
|
|
||||
Granted
|
2,750
|
|
|
24.48
|
|
|
4,000
|
|
|
26.48
|
|
|
117,786
|
|
|
25.17
|
|
|
111,231
|
|
|
26.88
|
|
||||||||
Vested
|
(3,500
|
)
|
|
23.50
|
|
|
(2,500
|
)
|
|
22.31
|
|
|
(142,361
|
)
|
|
24.07
|
|
|
(116,544
|
)
|
|
20.39
|
|
||||||||
Forfeited
|
—
|
|
|
—
|
|
|
(11,321
|
)
|
|
25.88
|
|
|
—
|
|
|
—
|
|
|
(19,289
|
)
|
|
25.62
|
|
||||||||
Outstanding, end of period
|
263,576
|
|
|
$
|
25.76
|
|
|
290,492
|
|
|
$
|
25.16
|
|
|
263,576
|
|
|
$
|
25.76
|
|
|
290,492
|
|
|
$
|
25.16
|
|
||||
Total weighted-average grant-date fair value of shares granted ($ millions)
|
$
|
0.1
|
|
|
|
|
$
|
0.1
|
|
|
|
|
$
|
3.0
|
|
|
|
|
$
|
3.0
|
|
|
|
(1)
|
Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
||||||||||||||||
Outstanding, beginning of period
|
257,956
|
|
|
$
|
28.45
|
|
|
235,064
|
|
|
$
|
32.87
|
|
|
232,127
|
|
|
$
|
32.88
|
|
|
239,256
|
|
|
$
|
29.12
|
|
||||
Granted (target level)
|
—
|
|
|
—
|
|
|
1,505
|
|
|
32.69
|
|
|
97,524
|
|
|
22.95
|
|
|
91,038
|
|
|
32.69
|
|
||||||||
Vested (issued or unissued and cancelled)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,189
|
)
|
|
35.46
|
|
|
(87,753
|
)
|
|
22.45
|
|
||||||||
Forfeited
|
—
|
|
|
—
|
|
|
(4,442
|
)
|
|
32.40
|
|
|
(1,506
|
)
|
|
28.32
|
|
|
(10,414
|
)
|
|
32.72
|
|
||||||||
Outstanding, end of period
|
257,956
|
|
|
$
|
28.45
|
|
|
232,127
|
|
|
$
|
32.88
|
|
|
257,956
|
|
|
$
|
28.45
|
|
|
232,127
|
|
|
$
|
32.88
|
|
||||
Total weighted-average grant-date fair value of shares granted ($ millions)
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
2.2
|
|
|
|
|
$
|
3.0
|
|
|
|
(1)
|
Weighted-average grant-date fair value per share determined using a Monte Carlo simulation model.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
||||||||||||||||
Outstanding, beginning of period
|
359,782
|
|
|
$
|
26.01
|
|
|
304,473
|
|
|
$
|
26.12
|
|
|
296,843
|
|
|
$
|
26.14
|
|
|
247,175
|
|
|
$
|
25.04
|
|
||||
Granted (target level)
|
—
|
|
|
—
|
|
|
1,504
|
|
|
27.11
|
|
|
129,603
|
|
|
25.18
|
|
|
120,399
|
|
|
26.89
|
|
||||||||
Vested (issued)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,089
|
)
|
|
24.95
|
|
|
(18,280
|
)
|
|
18.95
|
|
||||||||
Cancelled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,346
|
)
|
|
24.96
|
|
||||||||
Forfeited
|
—
|
|
|
—
|
|
|
(4,881
|
)
|
|
26.53
|
|
|
(1,575
|
)
|
|
26.07
|
|
|
(10,852
|
)
|
|
26.20
|
|
||||||||
Outstanding, end of period
|
359,782
|
|
|
$
|
26.01
|
|
|
301,096
|
|
|
$
|
26.12
|
|
|
359,782
|
|
|
$
|
26.01
|
|
|
301,096
|
|
|
$
|
26.12
|
|
||||
Total weighted-average grant-date fair value of shares granted (at target performance levels) ($ millions)
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
3.3
|
|
|
|
|
$
|
3.2
|
|
|
|
(1)
|
Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||||||||||||||||||
|
2014
|
2013
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||||||
Distributed earnings
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
|
$
|
0.93
|
|
Undistributed earnings
|
0.16
|
|
|
0.15
|
|
|
0.18
|
|
|
0.17
|
|
|
0.40
|
|
|
0.39
|
|
|
0.31
|
|
|
0.30
|
|
||||||||
|
$
|
0.47
|
|
|
$
|
0.46
|
|
|
$
|
0.49
|
|
|
$
|
0.48
|
|
|
$
|
1.33
|
|
|
$
|
1.32
|
|
|
$
|
1.24
|
|
|
$
|
1.23
|
|
|
HEI Consolidated
|
|
Hawaiian Electric Consolidated
|
||||||||||||||||
(in thousands)
|
Net unrealized gains (losses) on securities
|
|
Unrealized losses on derivatives
|
|
Retirement benefit plans
|
|
AOCI
|
|
AOCI -retirement benefit plans
|
||||||||||
Balance, December 31, 2013
|
$
|
(3,663
|
)
|
|
$
|
(525
|
)
|
|
$
|
(12,562
|
)
|
|
$
|
(16,750
|
)
|
|
$
|
608
|
|
Current period other comprehensive income
|
1,691
|
|
|
177
|
|
|
888
|
|
|
2,756
|
|
|
32
|
|
|||||
Balance, September 30, 2014
|
$
|
(1,972
|
)
|
|
$
|
(348
|
)
|
|
$
|
(11,674
|
)
|
|
$
|
(13,994
|
)
|
|
$
|
640
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2012
|
$
|
10,761
|
|
|
$
|
(760
|
)
|
|
$
|
(36,424
|
)
|
|
$
|
(26,423
|
)
|
|
$
|
(970
|
)
|
Current period other comprehensive income (loss)
|
(11,462
|
)
|
|
177
|
|
|
2,022
|
|
|
(9,263
|
)
|
|
52
|
|
|||||
Balance, September 30, 2013
|
$
|
(701
|
)
|
|
$
|
(583
|
)
|
|
$
|
(34,402
|
)
|
|
$
|
(35,686
|
)
|
|
$
|
(918
|
)
|
|
|
Amount reclassified from AOCI
|
|
|
||||||||||||||
|
|
Three months
ended September 30 |
|
Nine months
ended September 30 |
|
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Affected line item in the Statement of Income
|
||||||||
HEI consolidated
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized gains on securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,715
|
)
|
|
$
|
(738
|
)
|
|
Revenues-bank (net gains on sales of securities)
|
Derivatives qualified as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts (settled in 2011)
|
|
59
|
|
|
59
|
|
|
177
|
|
|
177
|
|
|
Interest expense
|
||||
Retirement benefit plan items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost
|
|
2,829
|
|
|
5,789
|
|
|
8,515
|
|
|
17,490
|
|
|
See Note 5 for additional details
|
||||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets
|
|
(2,542
|
)
|
|
(5,156
|
)
|
|
(7,627
|
)
|
|
(15,468
|
)
|
|
See Note 5 for additional details
|
||||
Total reclassifications
|
|
$
|
346
|
|
|
$
|
692
|
|
|
$
|
(650
|
)
|
|
$
|
1,461
|
|
|
|
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retirement benefit plan items
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost
|
|
$
|
2,552
|
|
|
$
|
5,173
|
|
|
$
|
7,659
|
|
|
$
|
15,520
|
|
|
See Note 5 for additional details
|
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets
|
|
(2,542
|
)
|
|
(5,156
|
)
|
|
(7,627
|
)
|
|
(15,468
|
)
|
|
See Note 5 for additional details
|
||||
Total reclassifications
|
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
32
|
|
|
$
|
52
|
|
|
|
|
|
|
|
Estimated fair value
|
||||||||||||||||
|
|
Carrying or
notional amount
|
|
Quoted
prices in
active markets
for identical assets
|
|
Significant
other observable
inputs
|
|
Significant
unobservable
inputs
|
|
|
||||||||||
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Available-for-sale investment and mortgage-related securities
|
|
531,603
|
|
|
—
|
|
|
531,603
|
|
|
—
|
|
|
531,603
|
|
|||||
Investment in stock of Federal Home Loan Bank of Seattle
|
|
75,063
|
|
|
—
|
|
|
75,063
|
|
|
—
|
|
|
75,063
|
|
|||||
Loans receivable, net
|
|
4,294,288
|
|
|
—
|
|
|
—
|
|
|
4,444,869
|
|
|
4,444,869
|
|
|||||
Derivative assets
|
|
17,011
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposit liabilities
|
|
4,533,797
|
|
|
—
|
|
|
4,534,177
|
|
|
—
|
|
|
4,534,177
|
|
|||||
Short-term borrowings—other than bank
|
|
150,576
|
|
|
—
|
|
|
150,576
|
|
|
—
|
|
|
150,576
|
|
|||||
The Utilities' short-term borrowings (included in amount above)
|
|
84,987
|
|
|
—
|
|
|
84,987
|
|
|
—
|
|
|
84,987
|
|
|||||
Other bank borrowings
|
|
263,204
|
|
|
—
|
|
|
271,872
|
|
|
—
|
|
|
271,872
|
|
|||||
Long-term debt, net—other than bank
|
|
1,517,946
|
|
|
—
|
|
|
1,626,159
|
|
|
—
|
|
|
1,626,159
|
|
|||||
The Utilities' long-term debt, net (included in amount above)
|
|
1,217,946
|
|
|
—
|
|
|
1,316,380
|
|
|
—
|
|
|
1,316,380
|
|
|||||
Derivative liabilities
|
|
10,207
|
|
|
23
|
|
|
4
|
|
|
—
|
|
|
27
|
|
|||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Available-for-sale investment and mortgage-related securities
|
|
529,007
|
|
|
—
|
|
|
529,007
|
|
|
—
|
|
|
529,007
|
|
|||||
Investment in stock of Federal Home Loan Bank of Seattle
|
|
92,546
|
|
|
—
|
|
|
92,546
|
|
|
—
|
|
|
92,546
|
|
|||||
Loans receivable, net
|
|
4,115,415
|
|
|
—
|
|
|
—
|
|
|
4,211,290
|
|
|
4,211,290
|
|
|||||
Derivative assets
|
|
46,356
|
|
|
98
|
|
|
531
|
|
|
—
|
|
|
629
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposit liabilities
|
|
4,372,477
|
|
|
—
|
|
|
4,374,377
|
|
|
—
|
|
|
4,374,377
|
|
|||||
Short-term borrowings—other than bank
|
|
105,482
|
|
|
—
|
|
|
105,482
|
|
|
—
|
|
|
105,482
|
|
|||||
Other bank borrowings
|
|
244,514
|
|
|
—
|
|
|
256,029
|
|
|
—
|
|
|
256,029
|
|
|||||
Long-term debt, net—other than bank
|
|
1,492,945
|
|
|
—
|
|
|
1,508,425
|
|
|
—
|
|
|
1,508,425
|
|
|||||
The Utilities' long-term debt, net (included in amount above)
|
|
1,217,945
|
|
|
—
|
|
|
1,228,966
|
|
|
—
|
|
|
1,228,966
|
|
|||||
Derivative liabilities
|
|
4,732
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
Fair value measurements using
|
|
Fair value measurements using
|
||||||||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Money market funds (“other” segment)
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Available-for-sale securities (bank segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage-related securities-FNMA, FHLMC and GNMA
|
|
$
|
—
|
|
|
$
|
425,307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
369,444
|
|
|
$
|
—
|
|
U.S. Treasury and federal agency obligations
|
|
—
|
|
|
106,296
|
|
|
—
|
|
|
—
|
|
|
80,973
|
|
|
—
|
|
||||||
Municipal bonds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,590
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
531,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
529,007
|
|
|
$
|
—
|
|
Derivative assets
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate lock commitments
|
|
$
|
—
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
488
|
|
|
$
|
—
|
|
Forward commitments
|
|
—
|
|
|
1
|
|
|
—
|
|
|
98
|
|
|
43
|
|
|
—
|
|
||||||
|
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
531
|
|
|
$
|
—
|
|
Derivative liabilities
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate lock commitments
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
Forward commitments
|
|
23
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
|
|
$
|
23
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements
|
||||||||||||
(in millions)
|
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
September 30, 2014
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
December 31, 2013
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Real estate acquired in settlement of loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
September 30, 2014
|
|
$
|
1
|
|
|
—
|
|
|
—
|
|
|
$
|
1
|
|
||
December 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Significant unobservable
input value
1
|
||||
($ in thousands)
|
|
Fair value
|
|
Valuation technique
|
|
Significant unobservable input
|
|
Range
|
|
Weighted
Average
|
||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
||
Residential loans
|
|
$
|
1,928
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling costs
|
|
44-96%
|
|
83%
|
Commercial loans
|
|
216
|
|
|
Fair value of property or collateral
|
|
Fair value of business assets
|
|
|
|
19%
|
|
Total loans
|
|
$
|
2,144
|
|
|
|
|
|
|
|
|
|
Real estate acquired in settlement of loans
|
|
$
|
554
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling costs
|
|
100%
|
|
100%
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||
Residential loans
|
|
$
|
2,361
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling costs
|
|
44-96%
|
|
87%
|
Home equity lines of credit
|
|
170
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling costs
|
|
45-50%
|
|
50%
|
|
Commercial loans
|
|
217
|
|
|
Fair value of property or collateral
|
|
Fair value of business assets
|
|
|
|
19%
|
|
Commercial loans
|
|
1,668
|
|
|
Discounted cash flows
|
|
Present value of expected future cash flows
|
|
|
|
58%
|
|
|
|
|
|
|
|
Discount rate
|
|
|
|
4.5%
|
||
Total loans
|
|
$
|
4,416
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30
|
|
2014
|
|
2013
|
||||
(in millions)
|
|
|
|
|
||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||
HEI consolidated
|
|
|
|
|
||||
Interest paid to non-affiliates
|
|
$
|
64
|
|
|
$
|
62
|
|
Income taxes paid
|
|
31
|
|
|
6
|
|
||
Income taxes refunded
|
|
24
|
|
|
4
|
|
||
Hawaiian Electric consolidated
|
|
|
|
|
||||
Interest paid
|
|
44
|
|
|
43
|
|
||
Income taxes paid
|
|
6
|
|
|
6
|
|
||
Income taxes refunded
|
|
8
|
|
|
32
|
|
||
Supplemental disclosures of noncash activities
|
|
|
|
|
|
|
||
HEI consolidated
|
|
|
|
|
||||
Common stock dividends reinvested in HEI common stock
1
|
|
—
|
|
|
18
|
|
||
Increases in common stock related to director and officer compensatory plans
|
|
4
|
|
|
3
|
|
||
Real estate acquired in settlement of loans
|
|
2
|
|
|
4
|
|
||
Loans transferred from held-for-investment to held-for-sale
|
|
—
|
|
|
25
|
|
||
Obligations to fund low income housing investments
|
|
6
|
|
|
—
|
|
||
HEI consolidated and Hawaiian Electric consolidated
|
|
|
|
|
||||
Additions to electric utility property, plant and equipment - unpaid invoices and other
|
|
40
|
|
|
17
|
|
(in thousands, except per
|
|
Three months ended September 30
|
|
%
|
|
|
|||||||
share amounts)
|
|
2014
|
|
2013
|
|
change
|
|
Primary reason(s)*
|
|||||
Revenues
|
|
$
|
867,096
|
|
|
$
|
829,168
|
|
|
5
|
|
|
Increase for the electric utility segment, partly offset by decrease for the bank segment
|
Operating income
|
|
91,102
|
|
|
88,038
|
|
|
3
|
|
|
Increase for the electric utility segment, partly offset by decrease for the bank segment
|
||
Net income for common stock
|
|
47,815
|
|
|
48,236
|
|
|
(1
|
)
|
|
Lower bank net income, partly offset by higher net income for the electric utility segment, including a higher amount of allowance for funds used during construction
|
||
Basic earnings per common share
|
|
$
|
0.47
|
|
|
$
|
0.49
|
|
|
(4
|
)
|
|
Lower net income and the impact of higher weighted average shares outstanding
|
Weighted-average number of common shares outstanding
|
|
102,416
|
|
|
99,204
|
|
|
3
|
|
|
Issuances of shares under the HEI Dividend Reinvestment and Stock Purchase Plan and other plans
|
(in thousands, except per
|
|
Nine months ended September 30
|
|
%
|
|
|
||||||
share amounts)
|
|
2014
|
|
2013
|
|
change
|
|
Primary reason(s)*
|
||||
Revenues
|
|
$
|
2,449,502
|
|
|
$
|
2,405,967
|
|
|
2
|
|
Increase for the electric utility segment, partly offset by decrease for the bank segment
|
Operating income
|
|
261,683
|
|
|
237,070
|
|
|
10
|
|
Increase for the electric utility segment, partly offset by decrease for the bank segment and higher losses for the "other" segment
|
||
Net income for common stock
|
|
135,163
|
|
|
122,503
|
|
|
10
|
|
Higher net income for the electric utility segment and lower losses for the "other" segment, partly offset by lower net income for the bank segment
|
||
Basic earnings per common share
|
|
$
|
1.33
|
|
|
$
|
1.24
|
|
|
7
|
|
Higher net income, partly offset by the impact of higher weighted average shares outstanding
|
Weighted-average number of common shares outstanding
|
|
101,768
|
|
|
98,670
|
|
|
3
|
|
Issuances of shares under the HEI Dividend Reinvestment and Stock Purchase Plan and other plans
|
|
Change in 5.09%
|
Impact on HEI
|
Impact on the
|
Actuarial Assumption
|
assumption in basis points
|
consolidated PBO
|
Utilities PBO
|
Pension benefits discount rate
|
- 100/+100
|
$233 million/$(187) million
|
$217 million/$(173) million
|
|
|
Three months
ended September 30 |
|
Nine months
ended September 30 |
|
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Primary reason(s)
|
||||||||
Revenues
|
|
$
|
(5
|
)
|
|
$
|
56
|
|
|
$
|
(325
|
)
|
|
$
|
106
|
|
|
Year-to-date: Writedown of venture capital investments
|
Operating loss
|
|
(4,626
|
)
|
|
(4,650
|
)
|
|
(13,450
|
)
|
|
(12,170
|
)
|
|
Year-to-date: Writedown of venture capital investments and higher administrative and general expenses due to higher salaries, executive compensation, legal expenses and charitable contributions, partly offset by lower retirement benefits expense
|
||||
Net loss
|
|
(4,324
|
)
|
|
(4,857
|
)
|
|
(12,841
|
)
|
|
(13,786
|
)
|
|
Quarter: Slightly lower operating loss and lower interest expense due to lower interest rates
Year-to-date: Higher operating loss, more than offset by lower interest expense due to lower interest rates
|
(dollars in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||
Short-term borrowings—other than bank
|
|
$
|
151
|
|
|
4
|
%
|
|
$
|
105
|
|
|
3
|
%
|
Long-term debt, net—other than bank
|
|
1,518
|
|
|
43
|
|
|
1,493
|
|
|
45
|
|
||
Preferred stock of subsidiaries
|
|
34
|
|
|
1
|
|
|
34
|
|
|
1
|
|
||
Common stock equity
|
|
1,801
|
|
|
52
|
|
|
1,727
|
|
|
51
|
|
||
|
|
$
|
3,504
|
|
|
100
|
%
|
|
$
|
3,359
|
|
|
100
|
%
|
|
|
Nine months ended September 30, 2014
|
|
Balance
|
||||||||
(in millions)
|
|
Average balance
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||
Short-term borrowings
1
|
|
|
|
|
|
|
|
|
|
|||
Commercial paper
|
|
$
|
73
|
|
|
$
|
66
|
|
|
$
|
105
|
|
Line of credit draws
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Undrawn amount under line of credit facility
2
|
|
|
|
150
|
|
|
125
|
|
2
|
On April 2, 2014, HEI entered into an amended and restated revolving unsecured credit agreement, which increased HEI’s line of credit to $150 million from $125 million and extended the term.
|
•
|
An adjustment to the Rate Base RAM Adjustment to include 90% of the amount of the current RAM Period Rate Base RAM Adjustment that exceeds the Rate Base RAM Adjustment from the prior year, to be effective with the Utilities' 2014 decoupling filing.
|
•
|
Effective March 1, 2014, the interest rate to be applied on the outstanding RBA balances to be the short term debt rate used in each Utilities last rate case (ranging from 1.25% to 3.25%), instead of the 6% that has been previously approved.
|
%
|
|
Return on average rate base (RORB)*
|
|
ROACE**
|
|
Rate-making ROACE***
|
|||||||||||||||||||||
Twelve months ended September 30, 2014
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|||||||||
Utility returns
|
|
8.12
|
|
|
6.42
|
|
|
7.36
|
|
|
9.63
|
|
|
6.77
|
|
|
8.55
|
|
|
10.42
|
|
|
6.97
|
|
|
9.03
|
|
PUC-allowed returns
|
|
8.11
|
|
|
8.31
|
|
|
7.34
|
|
|
10.00
|
|
|
10.00
|
|
|
9.00
|
|
|
10.00
|
|
|
10.00
|
|
|
9.00
|
|
Difference
|
|
0.01
|
|
|
(1.89
|
)
|
|
0.02
|
|
|
(0.37
|
)
|
|
(3.23
|
)
|
|
(0.45
|
)
|
|
0.42
|
|
|
(3.03
|
)
|
|
0.03
|
|
•
|
the effective date of June 1 (rather than January 1) for the RAMs for Hawaii Electric Light and Maui Electric currently, and for Hawaiian Electric beginning in 2017,
|
•
|
the modifications to the rate base RAM and RBA interest rate per the PUC's February 2014 decision on decoupling (as discussed in Note 3 of the Consolidated Financial Statements), and
|
(in millions)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
||||||
Annual incremental RAM adjusted revenues
|
|
|
|
|
|
|
||||||
O&M
|
|
$
|
4.0
|
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
Invested capital
|
|
26.8
|
|
|
3.9
|
|
|
4.4
|
|
|||
Total annual incremental RAM adjusted revenues
|
|
$
|
30.8
|
|
|
$
|
4.8
|
|
|
$
|
5.4
|
|
Accrued earnings sharing credits to be refunded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Accrued RBA balance as of December 31, 2013 (and associated revenue taxes) to be collected
|
|
$
|
72.6
|
|
|
$
|
8.2
|
|
|
$
|
9.6
|
|
Three months ended September 30
|
|
Increase
|
|
|
|||||||||||
2014
|
|
2013
|
|
(decrease)
|
|
(dollars in millions, except per barrel amounts)
|
|||||||||
$
|
804
|
|
|
$
|
764
|
|
|
$
|
40
|
|
|
|
Revenues.
Increase largely due to:
|
||
|
|
|
|
|
$
|
21
|
|
|
higher fuel costs
|
||||||
|
|
|
|
|
11
|
|
|
higher rate base (RB) and O&M RAM
|
|||||||
|
|
|
|
|
7
|
|
|
higher KWHs generated
|
|||||||
309
|
|
|
283
|
|
|
26
|
|
|
|
Fuel oil expense.
Increase due to higher KWHs generated and higher fuel costs
|
|||||
193
|
|
|
195
|
|
|
(2
|
)
|
|
|
Purchased power expense.
Decrease due to lower KWHs purchased offset by
higher purchased energy costs
|
|||||
108
|
|
|
105
|
|
|
3
|
|
|
|
Operation and maintenance expenses.
Increase due to:
|
|||||
|
|
|
|
|
4
|
|
|
consultant costs related to 4 PUC D&Os
|
|||||||
|
|
|
|
|
4
|
|
|
storm restoration costs
|
|||||||
|
|
|
|
|
3
|
|
|
costs related to the Smart Grid initial phase
|
|||||||
|
|
|
|
|
(4
|
)
|
|
lower customer service costs that were elevated in 2013 during the stabilization period for the new customer information system
|
|||||||
|
|
|
|
|
(2
|
)
|
|
fewer overhauls performed
|
|||||||
|
|
|
|
|
(2
|
)
|
|
lower production costs due to deactivation of HPP
|
|||||||
117
|
|
|
111
|
|
|
6
|
|
|
|
Other expenses.
Increase due to higher revenue associated taxes and depreciation expense for plant investments
|
|||||
76
|
|
|
70
|
|
|
6
|
|
|
|
Operating income.
Increase due to higher revenues offset by an increase in overall expenses
|
|||||
39
|
|
|
38
|
|
|
1
|
|
|
|
Net income for common stock.
Increase due to higher operating income
|
|||||
|
|
|
|
|
|
|
|
||||||||
2,384
|
|
|
2,376
|
|
|
8
|
|
|
|
Kilowatthour sales (millions)
|
|||||
72.2
|
|
|
70.6
|
|
|
1.6
|
|
|
|
Wet-bulb temperature (Oahu average; degrees Fahrenheit)
|
|||||
1,631
|
|
|
1,468
|
|
|
163
|
|
|
|
Cooling degree days (Oahu)
|
|||||
$
|
133.26
|
|
|
$
|
127.42
|
|
|
$
|
5.84
|
|
|
|
Average fuel oil cost per barrel
|
|
Increase
|
|
|
||||||||||||
2014
|
|
2013
|
|
(decrease)
|
|
(dollars in millions, except per barrel amounts)
|
|||||||||
$
|
2,262
|
|
|
$
|
2,210
|
|
|
$
|
52
|
|
|
|
Revenues.
Increase largely due to:
|
||
|
|
|
|
|
$
|
42
|
|
|
higher rate base (RB) and O&M RAM
|
||||||
|
|
|
|
|
15
|
|
|
higher fuel costs
|
|||||||
|
|
|
|
|
9
|
|
|
higher purchased power costs
|
|||||||
|
|
|
|
|
5
|
|
|
Maui Electric refund in 2013 due to final 2012 rate case decision
|
|||||||
|
|
|
|
|
(24
|
)
|
|
lower generated KWH sales
|
|||||||
866
|
|
|
878
|
|
|
(12
|
)
|
|
|
Fuel oil expense.
Decrease largely due to lower KWHs generated, resulting from higher purchased power
|
|||||
546
|
|
|
527
|
|
|
19
|
|
|
|
Purchased power expense.
Increase due to higher KWHs purchased and capacity/non-fuel charges as a result of decreased availability of AES in 2013 and expanded capacity of HPower in 2014, partly offset by lower purchased energy costs
|
|||||
295
|
|
|
301
|
|
|
(6
|
)
|
|
|
Operation and maintenance expenses
. Decrease due to:
|
|||||
|
|
|
|
|
(9
|
)
|
|
lower customer service costs that were elevated in 2013 during the stabilization period for the new customer information system
|
|||||||
|
|
|
|
|
(7
|
)
|
|
fewer overhauls performed
|
|||||||
|
|
|
|
|
(4
|
)
|
|
lower production costs due to deactivation of HPP
|
|||||||
|
|
|
|
|
7
|
|
|
costs related to the Smart Grid initial phase
|
|||||||
|
|
|
|
|
5
|
|
|
consultant costs related to the 4 PUC D&Os
|
|||||||
|
|
|
|
|
4
|
|
|
storm restoration costs
|
|||||||
338
|
|
|
325
|
|
|
13
|
|
|
|
Other expenses.
Increase primarily due to depreciation expense for plant investments
|
|||||
217
|
|
|
180
|
|
|
37
|
|
|
|
Operating income.
Increase due to higher revenues offset by an increase in overall expenses
|
|||||
109
|
|
|
91
|
|
|
18
|
|
|
|
Net income for common stock.
Increase due to higher operating income
|
|||||
|
|
|
|
|
|
|
|
||||||||
6,699
|
|
|
6,746
|
|
|
(47
|
)
|
|
|
Kilowatthour sales (millions)
|
|||||
69.5
|
|
|
68.6
|
|
|
0.9
|
|
|
|
Wet-bulb temperature (Oahu average; degrees Fahrenheit)
|
|||||
3,703
|
|
|
3,371
|
|
|
332
|
|
|
|
Cooling degree days (Oahu)
|
|||||
$
|
132.19
|
|
|
$
|
130.15
|
|
|
$
|
2.04
|
|
|
|
Average fuel oil cost per barrel
|
||
454,156
|
|
|
450,939
|
|
|
3,217
|
|
|
|
Customer accounts (end of period)
|
Test year
(dollars in millions)
|
|
Date
(applied/
implemented)
|
|
Amount
|
|
% over
rates in
effect
|
|
ROACE
(%)
|
|
RORB
(%)
|
|
Rate
base
|
|
Common
equity
%
|
|
Stipulated
agreement
reached with
Consumer
Advocate
|
||||||||
Hawaiian Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2011
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Request
|
|
7/30/10
|
|
$
|
113.5
|
|
|
6.6
|
|
|
10.75
|
|
|
8.54
|
|
|
$
|
1,569
|
|
|
56.29
|
|
|
Yes
|
Interim increase
|
|
7/26/11
|
|
53.2
|
|
|
3.1
|
|
|
10.00
|
|
|
8.11
|
|
|
1,354
|
|
|
56.29
|
|
|
|
||
Interim increase (adjusted)
|
|
4/2/12
|
|
58.2
|
|
|
3.4
|
|
|
10.00
|
|
|
8.11
|
|
|
1,385
|
|
|
56.29
|
|
|
|
||
Interim increase (adjusted)
|
|
5/21/12
|
|
58.8
|
|
|
3.4
|
|
|
10.00
|
|
|
8.11
|
|
|
1,386
|
|
|
56.29
|
|
|
|
||
Final increase
|
|
9/1/12
|
|
58.1
|
|
|
3.4
|
|
|
10.00
|
|
|
8.11
|
|
|
1,386
|
|
|
56.29
|
|
|
|
||
2014
(2)
|
|
6/27/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hawaii Electric Light
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2010
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Request
|
|
12/9/09
|
|
$
|
20.9
|
|
|
6.0
|
|
|
10.75
|
|
|
8.73
|
|
|
$
|
487
|
|
|
55.91
|
|
|
Yes
|
Interim increase
|
|
1/14/11
|
|
6.0
|
|
|
1.7
|
|
|
10.50
|
|
|
8.59
|
|
|
465
|
|
|
55.91
|
|
|
|
||
Interim increase (adjusted)
|
|
1/1/12
|
|
5.2
|
|
|
1.5
|
|
|
10.50
|
|
|
8.59
|
|
|
465
|
|
|
55.91
|
|
|
|
||
Final increase
|
|
4/9/12
|
|
4.5
|
|
|
1.3
|
|
|
10.00
|
|
|
8.31
|
|
|
465
|
|
|
55.91
|
|
|
|
||
2013
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Request
|
|
8/16/12
|
|
$
|
19.8
|
|
|
4.2
|
|
|
10.25
|
|
|
8.30
|
|
|
$
|
455
|
|
|
57.05
|
|
|
|
Closed
|
|
3/27/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Maui Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2012
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Request
|
|
7/22/11
|
|
$
|
27.5
|
|
|
6.7
|
|
|
11.00
|
|
|
8.72
|
|
|
$
|
393
|
|
|
56.85
|
|
|
Yes
|
Interim increase
|
|
6/1/12
|
|
13.1
|
|
|
3.2
|
|
|
10.00
|
|
|
7.91
|
|
|
393
|
|
|
56.86
|
|
|
|
||
Final increase
|
|
8/1/13
|
|
5.3
|
|
|
1.3
|
|
|
9.00
|
|
|
7.34
|
|
|
393
|
|
|
56.86
|
|
|
|
(3)
|
Hawaii Electric Light’s request was primarily to cover investments for system upgrade projects, two major transmission line upgrades and increasing O&M expenses. On February 8, 2012, the PUC issued a final D&O, which reflected the approval of decoupling and cost-recovery mechanisms, and on February 21, 2012, Hawaii Electric Light filed its revised tariffs to reflect the increase in rates. On April 4, 2012, the PUC issued an order approving the revised tariffs, which became effective April 9, 2012. Hawaii Electric Light implemented
|
•
|
In July 2011, the PUC directed Hawaiian Electric to submit a draft RFP for the PUC’s consideration for a competitive bidding process for 200 MW or more of renewable energy to be delivered to, or to be sited on, the island of Oahu. In October 2011, Hawaiian Electric filed a draft RFP with the PUC. In July 2013, the PUC issued orders related to the 200-MW RFP.
Fi
rst, it issued an order that Hawaiian Electric shall amend its current draft of the Oahu 200-MW RFP to remove references to the Lanai Wind Project, eliminate solicitations for an undersea transmission cable, and amend the draft RFP to reflect other guidance provided in the order. Second, it initiated an investigative proceeding to review the progress of the Lanai Wind Project stating that there was an uncertainty whether the project developer retained an equivalent ability to develop the project as when it submitted its bid in 2008 and its term sheet in 2011. Third, the PUC initiated a proceeding to solicit information and evaluate whether an interisland grid interconnection transmission system between the islands of Oahu and Maui is in the public interest, given the potential for large-scale wind and solar projects on Maui.
|
•
|
In May 2012, the PUC approved Hawaiian Electric’s 3-year biodiesel supply contract with Renewable Energy Group for continued biodiesel supply to CIP CT-1 of 3 million to 7 million gallons per year.
|
•
|
In May 2012, Maui Electric began purchasing wind energy from the 21-MW Kaheawa Wind Power II, LLC facility, which went into commercial operation in July 2012.
|
•
|
In May 2012, Hawaiian Electric signed a contract, which was approved by the PUC, with the City and County of Honolulu to purchase an additional 27 MW of capacity and energy from an expanded waste-to-energy HPower facility, which was placed in service in April 2013.
|
•
|
In May 2012, Hawaii Electric Light signed a PPA, which the PUC approved in December 2013, with Hu Honua Bioenergy for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii.
|
•
|
In May 2012, the PUC instituted a proceeding for a competitive bidding process for up to 50 MW of firm renewable geothermal dispatchable energy (Geothermal RFP) on the island of Hawaii. In September 2014, Hawaii Electric Light
|
•
|
In August 2012, the battery facility at a 30-MW Kahuku wind farm experienced a fire. After the interconnection infrastructure was rebuilt and voltage regulation equipment was installed, the facility came up to full output in January 2014 to perform control system acceptance testing, and energy is being purchased at a base rate until PUC approval of an amendment to the PPA.
|
•
|
In August 2012, the PUC approved a waiver from the competitive bidding process to allow Hawaiian Electric to negotiate with the U.S. Army for construction of a 50-MW utility-owned and operated firm, renewable and dispatchable generation facility at Schofield Barracks on the island of Oahu and expected to be placed in service in 2017.
|
•
|
In September 2012, Hawaiian Electric began purchasing test wind energy from the 69-MW Kawailoa Wind, LLC facility. The wind farm was placed into full commercial operation in November 2012.
|
•
|
In December 2012, the PUC approved a 3-year biodiesel supply contract with Pacific Biodiesel to supply 250,000 to 1 million gallons of biodiesel at the Honolulu International Airport Emergency Power Facility beginning in 2013.
|
•
|
In December 2012, the 21-MW Auwahi Wind Energy LLC facility was placed into commercial operation, selling power to Maui Electric under a 20-year contract.
|
•
|
In December 2012, the 5-MW Kalaeloa Solar Two, LLC PV facility was placed into commercial operation, selling power to Hawaiian Electric under a 20-year contract.
|
•
|
In February 2013, Hawaiian Electric issued an “Invitation for Low Cost Renewable Energy Projects on Oahu through Request for Waiver from Competitive Bidding,” which seeks to lower the cost of electricity for customers in the near term with qualified renewable energy projects on Oahu that can be quickly placed into service at a low cost per KWH. Proposals were received and Hawaiian Electric obtained waivers from the PUC Competitive Bidding Framework for nine projects, subject to certain conditions. Developers of two of the nine projects withdrew their proposed projects. The first completed contract from the waiver process (a 22-year term PPA with Ka La Nui Solar, LLC for a 15-MW PV project) was filed with the PUC in October 2014 for approval. Per the PUC’s Order approving waivers for the remaining six projects, executed PPAs need to be filed by December 5, 2014.
|
•
|
In May 2013, Maui Electric requested a waiver from the PUC Competitive Bidding Framework to conduct negotiations for a PPA for approximately 4.5 to 6.0 MW of firm power from a proposed Mahinahina Energy Park, LLC project, fueled with biofuel. The PUC approved the waiver request, provided that an executed PPA must be filed for PUC approval by February 2015.
|
•
|
In October 2013, Hawaiian Electric requested approval from the PUC for a waiver from the competitive bidding process and to commit $42.4 million for the purchase and installation of a 15-MW utility-scale PV generation system at its Kahe Power generation station property. If approved, the project is expected to be completed in early 2016.
|
•
|
In October 2013, the PUC approved Hawaiian Electric’s 20-year contract with Hawaii BioEnergy to supply 10 million gallons per year of biocrude at Kahe Power Plant to begin within five years of November 25, 2013.
|
•
|
In November 2013, the 5-MW Kalaeloa Renewable Energy Park, LLC PV facility was placed into commercial operation selling power to Hawaiian Electric under a 20-year contract.
|
•
|
In December 2013, the PUC denied approval of Hawaii Electric Light’s contract with Aina Koa Pono-Ka’u LLC (AKP) to supply 16 million gallons of biodiesel per year, citing the higher cost of the biofuel over the cost of petroleum diesel.
|
•
|
In December 2013, Hawaiian Electric requested PUC approval for a waiver of the Na Pua Makani Power Partners, LLC’s proposed 24-MW wind farm located in the Kahuku area on Oahu from the competitive bidding process and of the PPA for Renewable As-Available Energy dated October 3, 2013 between Hawaiian Electric and Na Pua Makani Power Partners, LLC for the proposed 24-MW wind farm.
|
•
|
In April 2014, Hawaiian Electric requested PUC approval of a PPA for Renewable As-Available Energy with Lanikuhana Solar, LLC for a proposed 20-MW PV facility on Oahu.
|
•
|
In June 2014, the PUC approved the Utilities 3-year biodiesel supply contract with Pacific Biodiesel Technologies, LLC to spot purchase up to 200,000 gallons per month of as available biodiesel at cost parity to petroleum diesel.
|
•
|
The Utilities began accepting energy from feed-in tariff projects in 2011. As of
September 30, 2014
, there were 10 MW, 1 MW and 2 MW of installed feed-in tariff capacity from renewable energy technologies at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively.
|
•
|
As of September 30, 2014, there were approximately 204 MW, 42 MW and 45 MW of installed net energy metering capacity from renewable energy technologies (mainly PV) at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively. The amount of net energy metering capacity installed in the first nine months of 2014 was about 26% lower than the amount installed in the first nine months of 2013, principally due to higher circuit saturations (resulting in the need for further technical reviews and potential equipment modification and/or upgrades).
|
(dollars in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||
Short-term borrowings
|
|
$
|
85
|
|
|
3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Long-term debt, net
|
|
1,218
|
|
|
41
|
|
|
1,218
|
|
|
43
|
|
||
Preferred stock
|
|
34
|
|
|
1
|
|
|
34
|
|
|
1
|
|
||
Common stock equity
|
|
1,636
|
|
|
55
|
|
|
1,594
|
|
|
56
|
|
||
|
|
$
|
2,973
|
|
|
100
|
%
|
|
$
|
2,846
|
|
|
100
|
%
|
|
|
Average balance
|
|
Balance
|
||||||||
(in millions)
|
|
Nine months ended September 30, 2014
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||
Short-term borrowings
1
|
|
|
|
|
|
|
|
|
|
|||
Commercial paper
|
|
$
|
58
|
|
|
$
|
85
|
|
|
$
|
—
|
|
Line of credit draws
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Borrowings from HEI
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Undrawn amount under line of credit facility
2
|
|
|
|
|
200
|
|
|
175
|
|
|
|
Three months
ended September 30 |
|
Increase
|
|
|
||||||||
(in millions)
|
|
2014
|
|
2013
|
|
(decrease)
|
|
Primary reason(s)
|
||||||
Interest income
|
|
$
|
49
|
|
|
$
|
46
|
|
|
$
|
3
|
|
|
The impact of higher average earning asset balances was partly offset by lower yields on earning assets. ASB’s average loan portfolio balance for the three months ended September 30, 2014 was $303 million higher than for the same period in 2013 as average commercial real estate, home equity lines of credit and commercial balances increased by $132 million, $113 million and $44 million, respectively. The growth in these loan portfolios was reflective of ASB’s portfolio mix target and loan growth strategy. Loan portfolio yields were impacted by the low interest rate environment as new loan production yields were lower than the average loan portfolio yields. The average investment and mortgage-related securities portfolio balance decreased by $7 million and the securities portfolio yield was lower due to the sale of the higher yielding municipal bond portfolio in the first quarter of 2014.
|
Noninterest income
|
|
15
|
|
|
19
|
|
|
(4
|
)
|
|
Lower noninterest income as the 2013 noninterest income included the gain from the sale of the credit card portfolio of $2 million and 2014 mortgage banking income was lower as a result of lower refinancing volumes.
|
|||
Revenues
|
|
64
|
|
|
65
|
|
|
(1
|
)
|
|
|
|||
Interest expense
|
|
3
|
|
|
2
|
|
|
1
|
|
|
Average deposit balances for the three months ended September 30, 2014 increased by $245 million compared to the same period in 2013 due to an increase in core deposits of $255 million, partly offset by a decrease of term certificates of $10 million. Other borrowings increased by $51 million primarily due to an increase in FHLB advance borrowings.
|
|||
Provision (credit) for loan losses
|
|
1
|
|
|
—
|
|
|
1
|
|
|
The provision for loan losses increased by $1.5 million as the provision for loan losses for the three months ended September 30, 2013 was unusually low due to the release of reserves related to the payoff of a specific commercial loan and recoveries of previously charged-off loans. The net charge-off ratio for the three months ended September 30, 2014 and 2013 was 0.04% and nil, respectively.
|
|||
Noninterest expense
|
|
40
|
|
|
40
|
|
|
—
|
|
|
Noninterest expense for the three months ended September 30, 2014 was slightly lower than noninterest expense for the same period in 2013 due to costs incurred in 2013 for the sale of the credit card portfolio, partly offset by higher printing expenses due to the outsourcing of printing in 2014 (which also resulted in lower equipment, compensation and employee benefit expenses).
|
|||
Expenses
|
|
44
|
|
|
42
|
|
|
2
|
|
|
|
|||
Operating income
|
|
20
|
|
|
23
|
|
|
(3
|
)
|
|
Lower noninterest income, higher provision for loan losses and higher interest expense, partly offset by higher interest income.
|
|||
Net income
|
|
13
|
|
|
15
|
|
|
(2
|
)
|
|
|
|
|
|
Increase
|
|
|
|||||||||
(in millions)
|
|
2014
|
|
2013
|
|
(decrease)
|
|
Primary reason(s)
|
||||||
Interest income
|
|
$
|
142
|
|
|
$
|
139
|
|
|
$
|
3
|
|
|
The impact of higher average earning asset balances was partly offset by lower yields on earning assets. ASB’s average loan portfolio balance for the nine months ended September 30, 2014 was $334 million higher than for the same period in 2013 as average home equity lines of credit, commercial real estate, commercial and residential balances increased by $115 million, $106 million, $68 million and $60 million, respectively. The growth in these loan portfolios was reflective of ASB’s portfolio mix target and loan growth strategy. Loan portfolio yields were impacted by the low interest rate environment as new loan production yields were lower than the average loan portfolio yields. The average investment and mortgage-related securities portfolio balance decreased by $67 million due to the sale of the agency obligations in 2013 and the municipal bond portfolio in 2014.
|
Noninterest income
|
|
46
|
|
|
57
|
|
|
(11
|
)
|
|
Lower noninterest income due to $5 million lower mortgage banking income as a result of lower refinancing volumes, $4 million lower debit card interchange fees as a result of being non-exempt from the Durbin Amendment as of July 1, 2013 and 2013 noninterest income included the gain from the sale of the credit card portfolio of $2 million. ASB had $2 million higher gain on sale of securities in 2014 compared to 2013.
|
|||
Revenues
|
|
188
|
|
|
196
|
|
|
(8
|
)
|
|
|
|||
Interest expense
|
|
8
|
|
|
8
|
|
|
—
|
|
|
Average deposit balances for the nine months ended September 30, 2014 increased by $208 million compared to the same period in 2013 due to an increase in core deposits of $234 million, partly offset by a decrease of term certificates of $26 million. Other borrowings increased by $51 million primarily due to an increase in FHLB advance borrowings.
|
|||
Provision for loan losses
|
|
4
|
|
|
1
|
|
|
3
|
|
|
The provision for loan losses increased by $2.6 million primarily due to growth in the loan portfolio. The provision for loan losses for the nine months ended September 30, 2013 benefited from the release of reserves related to ASB’s credit card portfolio sale. The net charge-off ratio for the nine months ended September 30, 2014 and 2013 was 0.01% and 0.06%, respectively.
|
|||
Noninterest expense
|
|
118
|
|
|
118
|
|
|
—
|
|
|
Noninterest expense for the nine months ended September 30, 2014 was slightly lower than the noninterest expense for the same period in 2013 due to costs incurred in 2013 for the sale of the credit card portfolio and lower debit card expenses in 2014, partly offset by higher printing expenses due to the outsourcing of printing in 2014 (which also resulted in lower equipment, compensation and employee benefit expenses).
|
|||
Expenses
|
|
130
|
|
|
127
|
|
|
3
|
|
|
|
|||
Operating income
|
|
58
|
|
|
69
|
|
|
(11
|
)
|
|
Lower noninterest income and higher provision for loan losses, partly offset by higher interest income.
|
|||
Net income
|
|
39
|
|
|
45
|
|
|
(6
|
)
|
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Bank-owned life insurance
|
|
$
|
1,000
|
|
|
$
|
998
|
|
|
$
|
2,945
|
|
|
$
|
2,950
|
|
Credit card sale
|
|
—
|
|
|
2,251
|
|
|
—
|
|
|
2,251
|
|
||||
Other
|
|
634
|
|
|
639
|
|
|
1,920
|
|
|
2,010
|
|
||||
Total other income, net
|
|
$
|
1,634
|
|
|
$
|
3,888
|
|
|
$
|
4,865
|
|
|
$
|
7,211
|
|
FDIC insurance premium
|
|
$
|
840
|
|
|
$
|
817
|
|
|
$
|
2,441
|
|
|
$
|
2,505
|
|
Credit card IT exit costs
|
|
—
|
|
|
1,377
|
|
|
—
|
|
|
1,377
|
|
||||
Other
|
|
4,704
|
|
|
4,267
|
|
|
12,585
|
|
|
14,518
|
|
||||
Total other expense
|
|
$
|
5,544
|
|
|
$
|
6,461
|
|
|
$
|
15,026
|
|
|
$
|
18,400
|
|
|
|
Three months ended September 30
|
|
Nine months ended September 30
|
||||||||
(percent)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Return on average assets
|
|
0.98
|
|
|
1.20
|
|
|
0.98
|
|
|
1.19
|
|
Net interest margin
|
|
3.62
|
|
|
3.73
|
|
|
3.60
|
|
|
3.77
|
|
Three months ended September 30
|
|
2014
|
|
2013
|
||||||||||||||||||
(dollars in thousands)
|
|
Average
balance
|
|
Interest
|
|
Yield/
rate (%)
|
|
Average
balance
|
|
Interest
|
|
Yield/
rate (%)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other investments
1
|
|
$
|
152,476
|
|
|
$
|
68
|
|
|
0.17
|
|
|
$
|
156,337
|
|
|
$
|
63
|
|
|
0.16
|
|
Securities purchased under resale agreements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investment and mortgage-related securities
|
|
541,262
|
|
|
2,705
|
|
|
2.00
|
|
|
548,747
|
|
|
3,179
|
|
|
2.32
|
|
||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
|
2,037,715
|
|
|
22,725
|
|
|
4.46
|
|
|
2,021,837
|
|
|
23,455
|
|
|
4.64
|
|
||||
Commercial real estate
|
|
574,779
|
|
|
6,407
|
|
|
4.43
|
|
|
442,617
|
|
|
4,794
|
|
|
4.31
|
|
||||
Home equity line of credit
|
|
804,504
|
|
|
6,576
|
|
|
3.24
|
|
|
691,316
|
|
|
5,352
|
|
|
3.07
|
|
||||
Residential land
|
|
16,888
|
|
|
257
|
|
|
6.09
|
|
|
19,506
|
|
|
425
|
|
|
8.72
|
|
||||
Commercial loans
|
|
775,503
|
|
|
7,368
|
|
|
3.76
|
|
|
731,822
|
|
|
7,123
|
|
|
3.85
|
|
||||
Consumer loans
|
|
110,471
|
|
|
2,199
|
|
|
7.90
|
|
|
109,888
|
|
|
2,188
|
|
|
7.92
|
|
||||
Total loans
2,3
|
|
4,319,860
|
|
|
45,532
|
|
|
4.20
|
|
|
4,016,986
|
|
|
43,337
|
|
|
4.30
|
|
||||
Total interest-earning assets
4
|
|
5,013,598
|
|
|
48,305
|
|
|
3.84
|
|
|
4,722,070
|
|
|
46,579
|
|
|
3.93
|
|
||||
Allowance for loan losses
|
|
(42,812
|
)
|
|
|
|
|
|
|
|
(41,697
|
)
|
|
|
|
|
|
|
||||
Non-interest-earning assets
|
|
461,002
|
|
|
|
|
|
|
|
|
411,345
|
|
|
|
|
|
|
|
||||
Total assets
|
|
$
|
5,431,788
|
|
|
|
|
|
|
|
|
$
|
5,091,718
|
|
|
|
|
|
|
|
||
Liabilities and shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Savings
|
|
$
|
1,888,932
|
|
|
$
|
289
|
|
|
0.06
|
|
|
$
|
1,811,378
|
|
|
$
|
265
|
|
|
0.06
|
|
Interest-bearing checking
|
|
742,018
|
|
|
32
|
|
|
0.02
|
|
|
668,076
|
|
|
27
|
|
|
0.02
|
|
||||
Money market
|
|
166,295
|
|
|
51
|
|
|
0.12
|
|
|
173,972
|
|
|
55
|
|
|
0.12
|
|
||||
Time certificates
|
|
439,563
|
|
|
940
|
|
|
0.85
|
|
|
449,364
|
|
|
915
|
|
|
0.81
|
|
||||
Total interest-bearing deposits
|
|
3,236,808
|
|
|
1,312
|
|
|
0.16
|
|
|
3,102,790
|
|
|
1,262
|
|
|
0.16
|
|
||||
Advances from Federal Home Loan Bank
|
|
101,543
|
|
|
794
|
|
|
3.06
|
|
|
56,685
|
|
|
562
|
|
|
3.88
|
|
||||
Securities sold under agreements to repurchase
|
|
153,909
|
|
|
644
|
|
|
1.64
|
|
|
147,438
|
|
|
644
|
|
|
1.71
|
|
||||
Total interest-bearing liabilities
|
|
3,492,260
|
|
|
2,750
|
|
|
0.31
|
|
|
3,306,913
|
|
|
2,468
|
|
|
0.29
|
|
||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposits
|
|
1,291,463
|
|
|
|
|
|
|
|
1,180,024
|
|
|
|
|
|
|
|
|||||
Other
|
|
110,661
|
|
|
|
|
|
|
|
101,081
|
|
|
|
|
|
|
|
|||||
Total liabilities
|
|
4,894,384
|
|
|
|
|
|
|
|
4,588,018
|
|
|
|
|
|
|
|
|||||
Shareholder’s equity
|
|
537,404
|
|
|
|
|
|
|
|
503,700
|
|
|
|
|
|
|
|
|||||
Total liabilities and shareholder’s equity
|
|
$
|
5,431,788
|
|
|
|
|
|
|
|
$
|
5,091,718
|
|
|
|
|
|
|
|
|||
Net interest income
|
|
|
|
|
$
|
45,555
|
|
|
|
|
|
|
|
$
|
44,111
|
|
|
|
|
|||
Net interest margin (%)
5
|
|
|
|
|
|
|
|
3.62
|
|
|
|
|
|
|
|
|
3.73
|
|
Nine months ended September 30
|
|
2014
|
|
2013
|
||||||||||||||||||
(dollars in thousands)
|
|
Average
balance |
|
Interest
|
|
Yield/
rate (%) |
|
Average
balance |
|
Interest
|
|
Yield/
rate (%) |
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other investments
1
|
|
$
|
172,051
|
|
|
$
|
230
|
|
|
0.18
|
|
|
$
|
172,818
|
|
|
$
|
171
|
|
|
0.17
|
|
Securities purchased under resale agreements
|
|
6,813
|
|
|
20
|
|
|
0.38
|
|
|
8,718
|
|
|
25
|
|
|
0.38
|
|
||||
Available-for-sale investment and mortgage-related securities
|
|
537,904
|
|
|
8,658
|
|
|
2.15
|
|
|
604,761
|
|
|
10,184
|
|
|
2.25
|
|
||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
|
2,016,331
|
|
|
67,869
|
|
|
4.49
|
|
|
1,956,566
|
|
|
70,314
|
|
|
4.79
|
|
||||
Commercial real estate
|
|
537,694
|
|
|
17,284
|
|
|
4.29
|
|
|
431,250
|
|
|
14,400
|
|
|
4.45
|
|
||||
Home equity line of credit
|
|
780,760
|
|
|
19,088
|
|
|
3.27
|
|
|
665,969
|
|
|
14,654
|
|
|
2.94
|
|
||||
Residential land
|
|
16,353
|
|
|
751
|
|
|
6.12
|
|
|
22,354
|
|
|
1,016
|
|
|
6.06
|
|
||||
Commercial loans
|
|
782,371
|
|
|
21,767
|
|
|
3.71
|
|
|
714,258
|
|
|
21,939
|
|
|
4.10
|
|
||||
Consumer loans
|
|
109,748
|
|
|
6,306
|
|
|
7.68
|
|
|
118,995
|
|
|
7,241
|
|
|
8.13
|
|
||||
Total loans
2,3
|
|
4,243,257
|
|
|
133,065
|
|
|
4.18
|
|
|
3,909,392
|
|
|
129,564
|
|
|
4.42
|
|
||||
Total interest-earning assets
4
|
|
4,960,025
|
|
|
141,973
|
|
|
3.82
|
|
|
4,695,689
|
|
|
139,944
|
|
|
3.98
|
|
||||
Allowance for loan losses
|
|
(41,701
|
)
|
|
|
|
|
|
|
|
(42,556
|
)
|
|
|
|
|
|
|
||||
Non-interest-earning assets
|
|
453,230
|
|
|
|
|
|
|
|
|
425,046
|
|
|
|
|
|
|
|
||||
Total assets
|
|
$
|
5,371,554
|
|
|
|
|
|
|
|
|
$
|
5,078,179
|
|
|
|
|
|
|
|
||
Liabilities and shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Savings
|
|
$
|
1,866,482
|
|
|
$
|
835
|
|
|
0.06
|
|
|
$
|
1,799,469
|
|
|
$
|
782
|
|
|
0.06
|
|
Interest-bearing checking
|
|
732,270
|
|
|
93
|
|
|
0.02
|
|
|
656,121
|
|
|
76
|
|
|
0.02
|
|
||||
Money market
|
|
174,648
|
|
|
163
|
|
|
0.13
|
|
|
182,037
|
|
|
174
|
|
|
0.13
|
|
||||
Time certificates
|
|
434,553
|
|
|
2,683
|
|
|
0.83
|
|
|
460,566
|
|
|
2,838
|
|
|
0.82
|
|
||||
Total interest-bearing deposits
|
|
3,207,953
|
|
|
3,774
|
|
|
0.16
|
|
|
3,098,193
|
|
|
3,870
|
|
|
0.17
|
|
||||
Advances from Federal Home Loan Bank
|
|
100,520
|
|
|
2,353
|
|
|
3.09
|
|
|
52,674
|
|
|
1,639
|
|
|
4.10
|
|
||||
Securities sold under agreements to repurchase
|
|
149,340
|
|
|
1,910
|
|
|
1.69
|
|
|
146,410
|
|
|
1,909
|
|
|
1.72
|
|
||||
Total interest-bearing liabilities
|
|
3,457,813
|
|
|
8,037
|
|
|
0.31
|
|
|
3,297,277
|
|
|
7,418
|
|
|
0.30
|
|
||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
|
1,269,355
|
|
|
|
|
|
|
|
|
1,171,384
|
|
|
|
|
|
|
|
||||
Other
|
|
112,157
|
|
|
|
|
|
|
|
|
105,400
|
|
|
|
|
|
|
|
||||
Total liabilities
|
|
4,839,325
|
|
|
|
|
|
|
|
|
4,574,061
|
|
|
|
|
|
|
|
||||
Shareholder’s equity
|
|
532,229
|
|
|
|
|
|
|
|
|
504,118
|
|
|
|
|
|
|
|
||||
Total liabilities and shareholder’s equity
|
|
$
|
5,371,554
|
|
|
|
|
|
|
|
|
$
|
5,078,179
|
|
|
|
|
|
|
|
||
Net interest income
|
|
|
|
|
$
|
133,936
|
|
|
|
|
|
|
|
|
$
|
132,526
|
|
|
|
|
||
Net interest margin (%)
5
|
|
|
|
|
|
|
|
3.60
|
|
|
|
|
|
|
|
|
3.77
|
|
2
|
Includes loans held for sale.
|
3
|
Includes loan fees of $0.8 million and $1.3 million for the three months ended
September 30, 2014
and 2013, respectively, and $2.6 million and $4.1 million for the nine months ended
September 30, 2014
and 2013, respectively, together with interest accrued prior to suspension of interest accrual on nonaccrual loans.
|
4
|
Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of nil and $0.2 million for the three months ended
September 30, 2014
and 2013, respectively, and $0.2million and $0.7 million for the nine months ended
September 30, 2014
and 2013, respectively.
|
5
|
Defined as net interest income as a percentage of average earning assets.
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||
(dollars in thousands)
|
|
Balance
|
|
% of total
|
|
Balance
|
|
% of total
|
||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Residential 1-4 family
|
|
$
|
2,030,337
|
|
|
46.8
|
|
|
$
|
2,006,007
|
|
|
48.2
|
|
Commercial real estate
|
|
502,356
|
|
|
11.6
|
|
|
440,443
|
|
|
10.6
|
|
||
Home equity line of credit
|
|
808,991
|
|
|
18.6
|
|
|
739,331
|
|
|
17.8
|
|
||
Residential land
|
|
16,935
|
|
|
0.4
|
|
|
16,176
|
|
|
0.4
|
|
||
Commercial construction
|
|
87,461
|
|
|
2.0
|
|
|
52,112
|
|
|
1.3
|
|
||
Residential construction
|
|
18,699
|
|
|
0.4
|
|
|
12,774
|
|
|
0.3
|
|
||
Total real estate loans, net
|
|
3,464,779
|
|
|
79.8
|
|
|
3,266,843
|
|
|
78.6
|
|
||
Commercial loans
|
|
770,079
|
|
|
17.7
|
|
|
783,388
|
|
|
18.8
|
|
||
Consumer loans
|
|
107,531
|
|
|
2.5
|
|
|
108,722
|
|
|
2.6
|
|
||
|
|
4,342,389
|
|
|
100.0
|
|
|
4,158,953
|
|
|
100.0
|
|
||
Less: Deferred fees and discounts
|
|
(6,968
|
)
|
|
|
|
|
(8,724
|
)
|
|
|
|
||
Allowance for loan losses
|
|
(43,461
|
)
|
|
|
|
|
(40,116
|
)
|
|
|
|
||
Total loans, net
|
|
$
|
4,291,960
|
|
|
|
|
|
$
|
4,110,113
|
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Outstanding balance (in thousands)
|
$
|
808,991
|
|
|
$
|
739,331
|
|
Percent of portfolio in first lien position
|
40.3
|
%
|
|
38.2
|
%
|
||
Net charge-off (recovery) ratio
|
(0.08
|
)%
|
|
0.06
|
%
|
||
Delinquency ratio
|
0.11
|
%
|
|
0.28
|
%
|
|
|
|
|
|
|
End of draw period – interest only
|
|
Current
|
||||||||||||||||
September 30, 2014
|
|
Total
|
|
Interest only
|
|
2014-2015
|
|
2016-2018
|
|
Thereafter
|
|
amortizing
|
||||||||||||
Outstanding balance (in thousands)
|
|
$
|
808,991
|
|
|
$
|
594,894
|
|
|
$
|
903
|
|
|
$
|
102,750
|
|
|
$
|
491,241
|
|
|
$
|
214,097
|
|
% of total
|
|
100
|
%
|
|
74
|
%
|
|
—
|
%
|
|
13
|
%
|
|
61
|
%
|
|
26
|
%
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||
(dollars in thousands)
|
|
Balance
|
|
% of total
|
|
Balance
|
|
% of total
|
||||||
Federal agency obligations
|
|
$
|
101,338
|
|
|
19
|
%
|
|
$
|
80,973
|
|
|
15
|
%
|
Mortgage-related securities — FNMA, FHLMC and GNMA
|
|
425,307
|
|
|
80
|
|
|
369,444
|
|
|
70
|
|
||
U.S. treasury securities
|
|
4,958
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||
Municipal bonds
|
|
—
|
|
|
—
|
|
|
78,590
|
|
|
15
|
|
||
|
|
$
|
531,603
|
|
|
100
|
%
|
|
$
|
529,007
|
|
|
100
|
%
|
|
|
Nine months ended September 30
|
|
Year ended
December 31
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
2013
|
||||||
Allowance for loan losses, January 1
|
|
$
|
40,116
|
|
|
$
|
41,985
|
|
|
$
|
41,985
|
|
Provision for loan losses
|
|
3,566
|
|
|
953
|
|
|
1,507
|
|
|||
Less: net charge-offs
|
|
221
|
|
|
1,886
|
|
|
3,376
|
|
|||
Allowance for loan losses, end of period
|
|
$
|
43,461
|
|
|
$
|
41,052
|
|
|
$
|
40,116
|
|
Ratio of allowance for loan losses, end of period, to end of period loans outstanding
|
|
1.00
|
%
|
|
1.01
|
%
|
|
0.97
|
%
|
|||
Ratio of net charge-offs during the period to average loans outstanding (annualized)
|
|
0.01
|
%
|
|
0.06
|
%
|
|
0.09
|
%
|
Effective dates
|
|
1/1/2015
|
|
1/1/2016
|
|
1/1/2017
|
|
1/1/2018
|
|
1/1/2019
|
|||||
Capital conservation buffer
|
|
|
|
|
0.625
|
%
|
|
1.25
|
%
|
|
1.875
|
%
|
|
2.50
|
%
|
Common equity ratio + conservation buffer
|
|
4.50
|
%
|
|
5.125
|
%
|
|
5.75
|
%
|
|
6.375
|
%
|
|
7.00
|
%
|
Tier 1 capital ratio + conservation buffer
|
|
6.00
|
%
|
|
6.625
|
%
|
|
7.25
|
%
|
|
7.875
|
%
|
|
8.50
|
%
|
Total capital ratio + conservation buffer
|
|
8.00
|
%
|
|
8.625
|
%
|
|
9.25
|
%
|
|
9.875
|
%
|
|
10.50
|
%
|
Tier 1 leverage ratio
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Countercyclical capital buffer — not applicable to ASB
|
|
|
|
|
0.625
|
%
|
|
1.25
|
%
|
|
1.875
|
%
|
|
2.50
|
%
|
(dollars in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
|
% change
|
||||
Total assets
|
|
$
|
5,442
|
|
|
$
|
5,244
|
|
|
4
|
Available-for-sale investment and mortgage-related securities
|
|
532
|
|
|
529
|
|
|
—
|
||
Loans receivable held for investment, net
|
|
4,292
|
|
|
4,110
|
|
|
4
|
||
Deposit liabilities
|
|
4,534
|
|
|
4,372
|
|
|
4
|
||
Other bank borrowings
|
|
263
|
|
|
245
|
|
|
8
|
Change in interest rates
|
|
Change in NII
(gradual change in interest rates)
|
|
Change in EVE
(instantaneous change in interest rates)
|
||||||||
(basis points)
|
|
September 30, 2014
|
|
December 31, 2013
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
+300
|
|
1.5
|
%
|
|
1.3
|
%
|
|
(10.7
|
)%
|
|
(10.7
|
)%
|
+200
|
|
0.4
|
|
|
0.3
|
|
|
(6.4
|
)
|
|
(6.9
|
)
|
+100
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(3.3
|
)
|
-100
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.8
|
)
|
|
0.6
|
|
Period*
|
(a)
Total Number of Shares Purchased **
|
(b)
Average
Price Paid
per Share **
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||
July 1 to 31, 2014
|
58,170
|
|
$24.31
|
—
|
|
NA
|
August 1 to 31, 2014
|
19,350
|
|
$24.09
|
—
|
|
NA
|
September 1 to 30, 2014
|
319,827
|
|
$25.66
|
—
|
|
NA
|
|
Nine months
ended September 30 |
|
Years ended December 31
|
|||||||||||||||||
|
2014
|
|
2013
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||
HEI and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding interest on ASB deposits
|
3.89
|
|
|
3.56
|
|
|
3.53
|
|
|
3.28
|
|
|
3.22
|
|
|
2.89
|
|
|
2.29
|
|
Including interest on ASB deposits
|
3.75
|
|
|
3.43
|
|
|
3.40
|
|
|
3.14
|
|
|
3.03
|
|
|
2.64
|
|
|
1.95
|
|
Hawaiian Electric and Subsidiaries
|
4.19
|
|
|
3.68
|
|
|
3.72
|
|
|
3.37
|
|
|
3.52
|
|
|
2.88
|
|
|
2.99
|
|
HEI Exhibit 4
|
|
Letter Amendment effective October 1, 2014 to Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company
|
|
|
|
HEI Exhibit 12.1
|
|
Hawaiian Electric Industries, Inc. and Subsidiaries
Computation of ratio of earnings to fixed charges, nine months ended September 30, 2014 and 2013 and years ended December 31, 2013, 2012, 2011, 2010 and 2009
|
|
|
|
HEI Exhibit 31.1
|
|
Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)
|
|
|
|
HEI Exhibit 31.2
|
|
Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of James A. Ajello (HEI Chief Financial Officer)
|
|
|
|
HEI Exhibit 32.1
|
|
HEI Certification Pursuant to 18 U.S.C. Section 1350
|
|
|
|
HEI Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
HEI Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
HEI Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
HEI Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
HEI Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
HEI Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
Hawaiian Electric Exhibit 10.1
|
|
First Amendment, dated August 27, 2014, to Low Sulfur Fuel Oil Supply Contract by and between Chevron Products Company and Hawaiian Electric, dated August 24, 2012 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly)
|
|
|
|
Hawaiian Electric Exhibit 10.2
|
|
Third Amendment, dated August 27, 2014, to the Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract, dated November 14, 1997, as amended, between Hawaiian Electric, Maui Electric and Hawaii Electric Light and Chevron Products Company
|
|
|
|
Hawaiian Electric Exhibit 12.2
|
|
Hawaiian Electric Company, Inc. and Subsidiaries
Computation of ratio of earnings to fixed charges, nine months ended September 30, 2014 and 2013 and years ended December 31, 2013, 2012, 2011, 2010 and 2009
|
|
|
|
Hawaiian Electric Exhibit 31.3
|
|
Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer)
|
|
|
|
Hawaiian Electric Exhibit 31.4
|
|
Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer)
|
|
|
|
Hawaiian Electric Exhibit 32.2
|
|
Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350
|
HAWAIIAN ELECTRIC INDUSTRIES, INC.
|
|
HAWAIIAN ELECTRIC COMPANY, INC.
|
||
(Registrant)
|
|
(Registrant)
|
||
|
|
|
||
|
|
|
||
By
|
/s/ Constance H. Lau
|
|
By
|
/s/ Alan M. Oshima
|
|
Constance H. Lau
|
|
|
Alan M. Oshima
|
|
President and Chief Executive Officer
|
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer of HEI)
|
|
|
(Principal Executive Officer of Hawaiian Electric)
|
|
|
|
||
|
|
|
||
By
|
/s/ James A. Ajello
|
|
By
|
/s/ Tayne S. Y. Sekimura
|
|
James A. Ajello
|
|
|
Tayne S. Y. Sekimura
|
|
Executive Vice President and
|
|
|
Senior Vice President
|
|
Chief Financial Officer
|
|
|
and Chief Financial Officer
|
|
(Principal Financial and Accounting
|
|
|
(Principal Financial Officer of Hawaiian Electric)
|
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Officer of HEI)
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Date: November 6, 2014
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Date: November 6, 2014
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Legal Plan Name
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FPRS Plan Number
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Plan Type
(reference only)
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Hawaiian Electric Industries Retirement Savings Plan
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56566
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Qualified Plan
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American Savings Bank 401(k) Plan
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75615
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Qualified Plan
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BY: HAWAIIAN ELECTRIC INDUSTRIES, INC.
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PENSION INVESTMENT COMMITTEE
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By:
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/s/ James A. Ajello
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By:
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/s/ Chester A. Richardson
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(Signature of Authorized Individual)
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(Signature of Authorized Individual)
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Name:
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James A. Ajello
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Name:
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Chester A. Richardson
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(Printed Name)
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(Printed Name)
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Title:
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Chairman
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Title:
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Secretary
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Date:
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7/25/14
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Date:
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7/25/14
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Plan #
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Live Date
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Ticker
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Legal Fund Name
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FPRS Code
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VRS Code
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Redemption/Short-Term Trading Fees
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56566
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10/01/2014
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ICSFX
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Invesco Comstock Fund Class R6
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OKM4
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89385
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N/A
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75615
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10/01/2014
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ICSFX
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Invesco Comstock Fund Class R6
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OKM4
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89385
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N/A
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•
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Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the new investment options will be opened for all money-in and money-out transactions, and will not be restricted from any transaction.
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•
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Fund Performance will be made available on NetBenefits and in participant statements.
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•
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Fidelity displays certain investment performance-related and holdings-based data for investment products on NetBenefits that may be based on data received from various third-party sources including but not limited to Morningstar, LLC, investment managers, trustees or plan sponsors. Depending on such source and type of underlying data and the particular investment product, information may not be available or updated on NetBenefits for several days after receipt; for custom investment options where past performance is not available, at least thirty days may be required for performance history to be generated and calculated.
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•
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The Standard Performance will be made available:
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Standard Performance Options
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NetBenefits
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1, 3, 5, 10 Year Average Annual
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Life of Fund Average Annual
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3 Month Cumulative
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Year to Date Cumulative
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•
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The new funds will be added to the redemption methods for all withdrawals, loans and/or fee processing, as currently provided in the agreement and Plan Administration Manual:
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•
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For redemption methods and/or fee processing using hierarchal method, the new funds will be added in the last position; and/or,
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•
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For redemption methods and/or fee processing using a pro-rata method, the new funds will be added to the list.
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Plan #
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Request Type- Redirection/ Reallocation/ Both
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Re-Direct Trade Date
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Re-Allocate Trade Date
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Fidelity (FROM) FPRS Code & Ticker
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From Legal Name
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4
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To Legal Name
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Fidelity (TO) FPRS Code & Ticker
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Redemption/ Short-Term Trading Fees on From Fund
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56566
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Both
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10/01/2014
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10/01/2014
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OLDQ ACSDX
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Invesco Comstock Fund Class Y
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4
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Invesco Comstock Fund Class R6
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OKM4 ICSFX
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N/A
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75615
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Both
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10/01/2014
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10/01/2014
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OLDQ ACSDX
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Invesco Comstock Fund Class Y
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4
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Invesco Comstock Fund Class R6
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OKM4 ICSFX
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N/A
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•
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Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the “From Fund” investment options will be closed for all money-in and money-out transactions, and will be restricted from all transactions.
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•
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Prospectus, if available, will be automatically generated according to the participants’ mail preference as a result of this reallocation.
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•
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All assets will be liquidated and processed as a cash transaction.
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•
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Participants enrolled in the Auto Rebalance service offered by the Plan will need to re-enroll if any of the closing funds are included in their rebalance order. A notification of this service will be included in the participant communication.
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A.
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The parties entered into that certain Low Sulfur Fuel Oil Supply Contract dated August 24, 2012 (“
Contract
”) which provides for the sale by Chevron and purchase by Hawaiian Electric of Low Sulfur Fuel Oil (“LSFO”) and other petroleum products.
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B.
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The parties now wish to amend the Contract to modify the price, volume, and specification of certain petroleum products supplied under the Contract and to make certain other modifications as noted herein.
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C.
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The parties understand that certain provisions of this Amendment are subject to approval by the Public Utilities Commission of the State of Hawaii (“
PUC
” or “
Commission
”) and, except as specifically provided otherwise herein, the parties’ respective obligations hereunder are conditioned upon receipt of such approval.
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D.
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Accordingly, in consideration of the exchange of mutual promises and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
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1.
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PUC REVIEW AND HAWAIIAN ELECTRIC’S RIGHT OF TERMINATION
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1.1.
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Within thirty (30) days after the Execution Date, Hawaiian Electric will file an application with the Commission seeking a decision and order by the Commission satisfactory to Hawaiian Electric, in its sole and absolute discretion, approving this Amendment such that Hawaiian Electric may include the reasonable costs incurred by Hawaiian Electric pursuant to the Contract (as amended by this Amendment) in its revenue requirements for ratemaking purposes and for the purposes of determining the reasonableness of Hawaiian Electric’s rates and/or for cost recovery above those fuel costs included in Hawaiian Electric’s base rate through Hawaiian Electric’s Energy Cost Adjustment Clause (“
PUC Approval Order
”).
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1.2.
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This Amendment is binding upon the parties as of the Execution Date, except the terms of
Section 3
will not become operative, if at all, until the date (“
Operative Date
”) that is the later of: (a) January 1, 2015, or (b) the date of a PUC Approval Order satisfactory to Hawaiian Electric, in its sole and absolute discretion.
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1.3.
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Chevron recognizes that Hawaiian Electric may determine that a PUC Approval Order is not acceptable to Hawaiian Electric if it (a) contains terms and conditions that materially affect Hawaiian Electric’s economic interests, or (b) a Person with legal standing has provided a written indication that it intends to seek a change in such PUC Approval Order through motion, appeal or other method.
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1.4.
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Notwithstanding any other provision of this Amendment, Hawaiian Electric may, in its sole and absolute discretion, terminate this Amendment by written notice to Chevron if notice is given within thirty (30) days after the earlier of: (a) the date of the PUC’s decision and order denying Hawaiian Electric’s application, (b) the date of a PUC Approval Order that Hawaiian Electric determines is not acceptable, or (c) a PUC Approval Order has not issued by April 30, 2015. If this Amendment is terminated pursuant to this Section, the Amendment will be null and void, Hawaiian Electric will have no liability to Chevron, and the Contract’s original terms and conditions will continue in full force and effect.
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2.
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DELAYED OPERATIVE DATE
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3.
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OPERATIVE DATE AMENDMENTS TO THE CONTRACT
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Section 1.1(A)
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“15,000” is replaced with “18,000”
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Section 1.1
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New
Sections 1.1(LL)
,
1.1 (MM)
and
1.1 (NN)
are added as follows:
“(LL) “
Substitute Fuel
” means a petroleum fuel blend intended by Hawaiian Electric to satisfy the Environmental Protection Agency’s Mercury and Air Toxics Standards (“
MATS
”) rules and regulations or any similar rules and/or regulations. Substitute Fuel will be a blend of an LSFO Component and a Diesel Component as designated by Hawaiian Electric, but in no event will the Diesel Component exceed 50% of the final blended product Delivered and sold by Chevron and received and purchased by Hawaiian Electric.”
“(NN) “
Diesel Component
” means the Diesel, of the quality specified at
Exhibit D
(Diesel Specifications), used in Substitute Fuel in a portion of the blend to produce the Substitute Fuel.”
“(MM) “
LSFO Component
” means the LSFO of the quality specified under LSFO Component of Substitute Fuel at
Exhibit A
(LSFO Specifications) used in Substitute Fuel in a portion of the blend to produce the Substitute Fuel.”
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Section 1.3
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A new
Section 1.3
is added as follows:
“1.3
Universal Definitional Changes.
(A) Wherever the term “Non-Diesel Substitute Fuel” or “non-diesel Substitute Fuel” appears in the Contract, the term shall be replaced with the term “Substitute Fuel” as defined in
Section 1.1(LL)
.
(B) Wherever the term “HECO” appears in the Contract, the term shall be replaced with the term “Hawaiian Electric”.”
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Section 2.3
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The text at
Section 2.3
is deleted in its entirety and replaced with the following:
“2.3
Length of Term; Hawaiian Electric Change Notice.
This Contract shall be for a term beginning on the Commencement Date through and including December 31, 2016 (“
Original Term
”), and continuing thereafter for one or more Extensions, each such Extension a period of twelve (12) months, beginning each successive January 1, unless Hawaiian Electric or Chevron gives written notice of termination at least one hundred twenty (120) days before the beginning of an Extension.
(A) If, during the term of this Contract, Hawaiian Electric is required to change from LSFO to Substitute Fuel so as to comply with the EPA’s MATS ruling or similar ruling applicable to Hawaiian Electric’s generating units, Hawaiian Electric can require Chevron to sell and Deliver Substitute Fuel by Hawaiian Electric providing Chevron notice (“
Change Notice
”) at least one hundred and eighty (180) days prior to the start of Delivery of Substitute Fuel. Chevron will sell and Deliver to Hawaiian Electric Substitute Fuel, provided that Chevron will not be required to sell Substitute Fuel with a Delivery date prior to January 1, 2016.
(B) After issuance of the Change Notice, at least ninety (90) days prior to each requested Delivery of Substitute Fuel, Hawaiian Electric will provide Chevron with notice of its nominated volume of Substitute Fuel and an estimated blend ratio of LSFO Component and Diesel Component for that particular Delivery of Substitute Fuel. The parties may thereafter discuss and agree in writing (including via email) to diverge from the estimated blend ratio and adopt a different blend ratio for the Substitute Fuel Delivery in question (but in no event will the Diesel Component exceed 50% of the total blend). Absent such an agreement, the estimated blend ratio provided with the notice of volume nomination is controlling for that Delivery of Substitute Fuel. For greater certainty, it is acknowledged that discussions and any agreement regarding the blend ratio for a particular Delivery of Substitute Fuel will not change the total
|
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volume of Substitute Fuel nominated for the Delivery in question.
(C) The price of Substitute Fuel sold and Delivered by Chevron to Hawaiian Electric hereunder shall be determined as set forth in
Exhibit F
(Substitute Fuel Pricing). The parties acknowledge that the Diesel component of Substitute Fuel sold under this Contract will not satisfy any obligation of any party under that certain separate Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract (“
Inter-Island Contract
”) between Chevron and Hawaiian Electric and its affiliated companies.
(D) In the event that Chevron sells and Delivers, and Hawaiian Electric purchases and receives, the Substitute Fuel under this Contract, the terms of this Contract, including
Section 4.2
, shall be deemed to have been conformed to refer to the Substitute Fuel. The parties shall cooperate in a commercially reasonable manner to agree upon the applicable operational and logistical details of Chevron’s supply of such Substitute Fuel to Hawaiian Electric to the extent such matters differ from those applicable to the supply of LSFO.”
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Section 4.1
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The text at
Section 4.1
is deleted in its entirety and replaced with the following:
“
Fuel Specifications.
LSFO sold and Delivered by Chevron to Hawaiian Electric hereunder will conform to the specifications contained in
Exhibit A
(LSFO Specifications). The LSFO Component and the Diesel Component of Substitute Fuel will meet, respectively, the specifications of
Exhibit A
(LSFO Specifications) and
Exhibit D
(Diesel Specifications).”
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Section 5.1
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The text at
Section 5.1
is deleted in its entirety and replaced with the following:
“
Price Per Physical Barrel
.
(A) Prior to January 1, 2015, the price of LSFO sold and Delivered by Chevron to Hawaiian Electric will be determined under the original
Exhibit C
(LSFO Pricing) to this Contract.
(B) On and after January 1, 2015, the price of LSFO, the price of the LSFO Component of Substitute Fuel and the price of the Diesel Component of Substitute Fuel shall be determined as follows:
(1) The price of LSFO and the LSFO Component of Substitute Fuel sold and Delivered by Chevron and received and purchased by Hawaiian Electric hereunder shall be determined as set forth in
Exhibit C
(LSFO Pricing).
|
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(2) The price of the Diesel Component of Substitute Fuel sold and Delivered by Chevron to Hawaiian Electric hereunder shall be determined as set forth in
Exhibit E
(Diesel Pricing).
(3) The price of Substitute Fuel sold and Delivered by Chevron to Hawaiian Electric hereunder shall be determined as set forth in
Exhibit F
(Substitute Fuel Pricing).”
|
Section 7.1(C)
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A new
Section 7.1(C)
is added as follows:
“(C) If Hawaiian Electric requires [--]
[--]
[--] The parties agree that any such arrangement will be in writing and subject to such other commercially reasonable terms and conditions as mutually agreed to by the parties.”
|
Section 10.1(E)
|
A new
Section 10.1(E)
is added as follows:
“(E) Chevron’s invoices to Hawaiian Electric for Deliveries of Substitute Fuel will include an identifier (
i.e.
, “MATS”) in the line item description.”
|
Section 18.18
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A new
Section 18.18
is added as follows:
“Computation of Time. In computing any period of time prescribed or allowed under the Contract, the day of the act, event or default from which the designated period of time begins to run shall not be included. If the last day of the period so computed is a Saturday, a Sunday, or a legal holiday in Hawaii, then the period shall run until the end of the next day which is not a Saturday, a Sunday, or a legal holiday in Hawaii. When the period of time prescribed or allowed is less than seven (7) days, intermediate Saturdays, Sundays, and legal holidays shall be excluded in the computation.”
|
Section 18.19
|
A new
Section 18.19
is added as follows:
“Severability.
If any term or provision of the Contract or the application
|
|
thereof to any Person, entity or circumstance shall to any extent be invalid or unenforceable, the remainder of the Contract, or the application of such term or provision to Persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of the Contract shall be valid and enforceable to the fullest extent permitted by Law.”
|
Exhibit A
|
Exhibit A
of the Contract is deleted in its entirety and replaced by
Exhibit A
in the form attached hereto.
|
Exhibit B
|
Exhibit B
of the Contract is deleted in its entirety and replaced by
Exhibit B
in the form attached hereto.
|
Exhibit C
|
Exhibit C
of the Contract is deleted in its entirety and replaced by
Exhibit C
in the form attached hereto.
|
Exhibit D
|
Exhibit D
of the Contract is deleted in its entirety and replaced by
Exhibit D
in the form attached hereto.
|
Exhibit E
|
Exhibit E
of the Contract is deleted in its entirety and replaced by
Exhibit E
in the form attached hereto.
|
Exhibit F
|
A new
Exhibit F
is added in the form attached hereto.
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4.
|
GENERAL PROVISIONS
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4.1
|
Continuing Effect; Defined Terms.
Except to the extent modified by this Amendment, the Contract shall continue unchanged in full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and the terms herein, this Amendment shall control. Except as otherwise provided in this Amendment, defined terms used herein have the same meanings as defined in the Contract.
|
4.2
|
Confidentiality.
Information that relates to the pricing, volume, duration or other commercial terms under this Amendment shall be treated as Confidential Commercial Information under
Section 18.16
of the Contract.
|
4.3
|
Notices.
Any notice, demand or request required or authorized by this Amendment will be given as set forth in
Section 18.8
of the Contract.
|
4.4
|
Entire Agreement.
This Amendment, including all Exhibits, along with the Contract, constitute the entire understanding between the parties with respect to the subject matter herein, supersedes any and all previous understandings between the parties, and bind and inure to the benefit of the parties, their successors and assigns. The parties have entered into this Amendment in reliance upon the representations and mutual undertakings contained herein and not in reliance upon any oral or written representation or information provided to one party by any representative of the other party.
|
4.5
|
Counterparts.
This Amendment may be executed in several counterparts and all so executed counterparts shall constitute one agreement, binding on both parties, notwithstanding that both parties may not be signatories to the original or the same counterpart. Counterparts may be exchanged by facsimile or other electronic means, such as PDF, and all signatures delivered by electronic means shall be effective for all purposes and treated in the same manner as physically exchanged signatures.
|
CHEVRON PRODUCTS COMPANY,
a division of Chevron U.S.A. Inc.
|
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Signature:
/s/ Billy Liu
____________________________________
Name: Billy Liu
Title: Hawaii VCO Coordinator
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HAWAIIAN ELECTRIC COMPANY, INC.
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HAWAIIAN ELECTRIC COMPANY, INC.
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Signature:
/s/ Ronald Cox
____________________________________
Name: Ronald Cox
Title: VP Power Supply
|
Signature:
/s/ Dan V. Giovanni
________________________________________
Name: Dan V. Giovanni
Title: SVP Operations
|
Test Property
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Test Method
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Unit Of Measure
|
LSFO Only or LSFO Component of Substitute Fuel
Min Max
|
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GRAVITY @ 60 DEGREES F.
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ASTM D-4052
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Degrees API
|
12
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24
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VISCOSITY
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ASTM D-445, D-2161
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SSU at 210 DF
|
100
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450
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HEAT VALUE, GROSS
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ASTM D-240, D-4868
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MM BTU/BBL
|
6.0
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FLASH POINT
|
ASTM D-93
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Degrees F.
|
150
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POUR POINT
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ASTM D-97, D-5949
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Degrees F.
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125
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ASH
|
ASTM D-482
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Percent, Weight
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0.05
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SEDIMENT & WATER
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ASTM D-1796
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Percent, Weight
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0.50
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SULFUR
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ASTM D-4294
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Percent, Weight
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0.50
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NITROGEN
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ASTM D-4629, D5762
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Percent, Weight
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0.50
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VANADIUM
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ASTM D-5863, AES
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PPM, Weight
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50.0
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CARBON RESIDUE
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ASTM D-4530
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Percent, Weight
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|
[--]
|
Fuel
|
LSFO Component
Minimum Maximum
|
Diesel Component
1
Minimum Maximum
|
||
LSFO Only
|
9,000
|
18,000
2
|
N/A
|
N/A
|
Substitute Fuel
|
7,500
|
18,000
|
N/A
|
9,000
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|
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1
Note
:
|
The Diesel component of the Substitute Fuel elected may not exceed 50% of the blend comprising the Substitute Fuel.
Chevron’s obligation to supply Diesel Component to Hawaiian Electric shall be limited to 9,000 barrels per day. At Hawaiian Electric’s written request, Chevron may agree in writing to provide volume in excess of 9,000 barrels per day at the price noted for such volume in Exhibit E (Diesel Pricing), or Exhibit F (Substitute Fuel Pricing). Any acceptance of the request will be in writing and shall be made upon mutual agreement by both Hawaiian Electric and Chevron.
|
2
Note
:
|
Chevron’s obligation to supply LSFO or Substitute Fuel to Hawaiian Electric is limited to a total of 18,000 barrels per day. At Hawaiian Electric’s written request, Chevron may agree in writing to provide volume in excess of 18,000 barrels per day at the price noted for such volume in
Exhibit C
(LSFO Pricing), or
Exhibit F
(Substitute Fuel Pricing). Any acceptance of the request will be in writing and will be made upon mutual agreement between Hawaiian Electric and Chevron.
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[---]
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[---]
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|||||||
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[---]
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[---]
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|||||
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(USD)
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(USD)
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(USD)
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(USD)
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(USD)
|
(USD)
|
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
5/1/2012
|
Holiday
|
|
|
|
|
5/1/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/3/2012
|
Holiday
|
|
|
5/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/4/2012
|
Holiday
|
|
|
5/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
[---]
|
|
$
[---]
|
|
|
|
[---]
|
|
$
[---]
|
[---]
|
|
[---]
|
|||||||
|
[---]
|
|
|
[---]
|
|||||
|
(USD)
|
(USD)
|
(USD)
|
|
|
|
(USD)
|
(USD)
|
(USD)
|
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
3/1/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/1/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/6/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/6/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
3/20/2012
|
Holiday
|
|
|
|
[---]
|
|
$
[---]
|
|
|
|
[---]
|
|
$
[---]
|
[---]
|
|
[---]
|
|||||||
|
[---]
|
|
|
[---]
|
|||||
|
(USD)
|
(USD)
|
(USD)
|
|
|
|
(USD)
|
(USD)
|
(USD)
|
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
5/1/2012
|
Holiday
|
|
|
|
|
5/1/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/3/2012
|
Holiday
|
|
|
5/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/4/2012
|
Holiday
|
|
|
5/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
5/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
[---]
|
|
$
[---]
|
|
|
|
[---]
|
|
$
[---]
|
(a)
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
[---]
|
[---]
|
[---]
|
|
[---]
|
|
|
|||||||
[---]
|
|
|
[---]
|
||||||
|
[---]
|
|
|
[---]
|
|||||
|
(USD)
|
(USD)
|
(USD)
|
|
|
|
(USD)
|
(USD)
|
(USD)
|
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
4/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/6/2012
|
Holiday
|
|
|
|
|
4/6/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/23/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/23/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/24/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/24/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/25/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/25/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/26/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/26/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/27/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/27/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/30/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/30/2012
|
Holiday
|
|
|
|
[---]
|
|
$
[---]
|
|
|
|
[---]
|
|
$
[---]
|
(A)
|
[---]
|
[---]
|
|
|
|||||||
[---]
|
|
|
[---]
|
||||||
|
[---]
|
|
|
[---]
|
|||||
|
(USD)
|
(USD)
|
(USD)
|
|
|
|
(USD)
|
(USD)
|
(USD)
|
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
4/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/6/2012
|
Holiday
|
|
|
|
|
4/6/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/23/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/23/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/24/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/24/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/25/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/25/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/26/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/26/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/27/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/27/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
4/30/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
4/30/2012
|
Holiday
|
|
|
|
[---]
|
|
$
[---]
|
|
|
|
[---]
|
|
$
[---]
|
Specification Item
|
Test Units
|
Substitute Fuel
Limits
|
Test Method **
|
Gravity @ 60°F
|
°API, Specific
|
25.7 min., .9 max.
|
D1298 or D4052-86
|
Viscosity
|
@ 40C CST
|
1.7 - 5.5
|
D445, D2161
|
BTU content *
|
MM BTU/BBL
|
Report
|
Calculated or D240
|
Heat Value, Net*
|
MM BTU/BBL
|
Report
|
MM BTU/BBL
|
Flash Point
|
PM°F
|
140 min.
|
D93 or D6450
|
Pour Point *
|
°F
|
35min
|
D97
|
Ash
|
PPM, wt.
|
100 max.
|
D482
|
Cetane Index
|
|
30 min.
|
D4737
|
Carbon Residue, 10% Residuum
|
%, wt.
|
0.35 max.
|
D524
|
Sediment & Water
|
%, vol.
|
0.05 max.
|
D2709
|
Sulfur
|
%, wt.
|
[--] max.
|
D1552, D2622 or D4294
|
Distillation 90% Recovered
|
°F
|
540 - 698
|
D86
|
Water by Distillation*
1
|
PPM, wt.
|
Report
|
D95
|
Nitrogen*
|
PPM, wt.
|
Report
|
D5762 or D4629
|
[---]
|
|
[---]
|
|||||||
|
[---]
|
|
|
[---]
|
|||||
[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
[---]
|
[---]
|
3/1/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/1/2012
|
|
|
|
3/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/2/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/5/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/3/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/6/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/4/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/7/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/8/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/9/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/12/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/10/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/13/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/11/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/14/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/15/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/16/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/19/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/17/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
3/20/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
|
|
5/18/2012
|
$
[---]
|
$
[---]
|
$
[---]
|
[---]
|
|
|
$
[---]
|
|
|
[---]
|
|
|
$
[---]
|
[---]
|
|
|
$
[---]
|
|||
|
|
|
|
|
|
|
[---]
|
[---]
|
|
$
[---]
|
$
[---]
|
||
3/1/2012
|
$
[---]
|
|
|
5/1/2012
|
|
|
3/2/2012
|
$
[---]
|
|
|
5/2/2012
|
$
[---]
|
|
3/5/2012
|
$
[---]
|
|
|
5/3/2012
|
$
[---]
|
|
3/6/2012
|
$
[---]
|
|
|
5/4/2012
|
$
[---]
|
|
3/7/2012
|
$
[---]
|
|
|
5/7/2012
|
$
[---]
|
|
3/8/2012
|
$
[---]
|
|
|
5/8/2012
|
$
[---]
|
|
3/9/2012
|
$
[---]
|
|
|
5/9/2012
|
$
[---]
|
|
3/12/2012
|
$
[---]
|
|
|
5/10/2012
|
$
[---]
|
|
3/13/2012
|
$
[---]
|
|
|
5/11/2012
|
$
[---]
|
|
3/14/2012
|
$
[---]
|
|
|
5/14/2012
|
$
[---]
|
|
3/15/2012
|
$
[---]
|
|
|
5/15/2012
|
$
[---]
|
|
3/16/2012
|
$
[---]
|
|
|
5/16/2012
|
$
[---]
|
|
3/19/2012
|
$
[---]
|
|
|
5/17/2012
|
$
[---]
|
|
3/20/2012
|
$
[---]
|
|
|
5/18/2012
|
$
[---]
|
|
[---]
|
$[---]
|
|
|
[---]
|
$
[---]
|
|
[---]
|
$[---]
|
[---]
|
|
[---]
|
$[---]
|
[---]
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
|
[---]
|
[---]
|
|
|
[---]
|
[---]
|
|
[---]
|
[---]
|
|
[---]
|
$
[---]
|
|
[---]
|
$
[---]
|
|
[---]
|
|||
|
[---]
[---]
|
||
[---]
|
[---]
|
[---]
|
[---]
|
4/2/2012
|
$[---]
|
$[---]
|
$[---]
|
4/3/2012
|
$[---]
|
$[---]
|
$[---]
|
4/4/2012
|
$[---]
|
$[---]
|
$[---]
|
4/5/2012
|
$[---]
|
$[---]
|
$[---]
|
4/6/2012
|
|
|
|
4/9/2012
|
$[---]
|
$[---]
|
$[---]
|
4/10/2012
|
$[---]
|
$[---]
|
$[---]
|
4/11/2012
|
$[---]
|
$[---]
|
$[---]
|
4/12/2012
|
$[---]
|
$[---]
|
$[---]
|
4/13/2012
|
$[---]
|
$[---]
|
$[---]
|
4/16/2012
|
$[---]
|
$[---]
|
$[---]
|
4/17/2012
|
$[---]
|
$[---]
|
$[---]
|
4/18/2012
|
$[---]
|
$[---]
|
$[---]
|
4/19/2012
|
$[---]
|
$[---]
|
$[---]
|
4/20/2012
|
$[---]
|
$[---]
|
$[---]
|
4/23/2012
|
$[---]
|
$[---]
|
$[---]
|
4/24/2012
|
$[---]
|
$[---]
|
$[---]
|
4/25/2012
|
$[---]
|
$[---]
|
$[---]
|
4/26/2012
|
$[---]
|
$[---]
|
$[---]
|
4/27/2012
|
$[---]
|
$[---]
|
$[---]
|
4/30/2012
|
$[---]
|
$[---]
|
$[---]
|
[---]
|
|
|
$[---]
|
[---]
|
|
|
$[---]
|
[---]
|
|
|
$[---]
|
[---]
|
Re:
|
Third Amendment to the Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract, dated November 14, 1997, as amended
|
Article I, Paragraph 25
|
The definition of “Extension” is deleted in its entirety and replaced with the following:
““Extension” means successive 12-Month periods in the term of this Contract in addition to and after the initial term of this Contract which is through December 31, 2016, each Extension beginning January 1.” |
Article II
|
The text at Article II is deleted in its entirety and replaced with the following:
“The term of this Contract shall be from January 1, 1998 through December 31, 2016, and shall continue thereafter for Extensions beginning each successive January 1, unless Buyers or Chevron give written notice of termination at least 120 Days before the beginning of an Extension.” |
Section 12.6
|
The text at Section 12.6 is deleted in its entirety and replaced with the
|
|
following:
“
Certain Grounds for Termination
. Notwithstanding any other provision of this Contract, and without limiting other grounds for termination hereunder, Chevron shall have the right to terminate this Contract on the basis of: (a) its announced intention to partially or totally transfer ownership of the Refinery to an entity other than an Affiliate; or (b) its announced intention to cease crude distillation operations at the Refinery. Chevron shall give Buyers at least 180 days’ prior written notice of any such termination, but the effective date of the termination shall be no earlier than the transaction closing date for the transfer of ownership of the Refinery or 15 days following the receipt of the last crude shipment to the Refinery.”
|
Section 14.2
|
The text at Section 14.2 is deleted in its entirety and replaced with the following:
“
Non-Assignability
. Neither party may transfer or assign its rights and obligations under this Contract without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except, a party may transfer or assign its rights and obligations hereunder in whole or in part, upon written notice, without needing to request consent, if (a) to an Affiliate, provided such entity shall be bound by the terms hereof, (b) pursuant to any merger, consolidation or otherwise by operation of law, or (c) to the successor or assignee of all or substantially all of the assets and/or facilities which primarily benefit from or support the party’s performance under this Contract.”
|
Article XVI
|
The text at the second paragraph of Article XVI is deleted in its entirety and replaced with the following:
“EXCEPT FOR SECTIONS 18.2 AND 18.4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR, AND EACH PARTY SHALL RELEASE THE OTHER PARTY FROM AND AGAINST, ANY PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST USE, LOSS OF PROFITS OR REVENUE, LOSS OF OPPORTUNITY, LOSS OF PRODUCTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OF ANY KIND WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE WHICH MAY BE SUFFERED BY SUCH PARTY IN CONNECTION WITH THIS CONTRACT; THIRD PARTY DAMAGES SUBJECT TO INDEMNIFICATION UNDER THIS CONTRACT ARE NOT LIMITED BY THIS PROVISION.”
|
CHEVRON PRODUCTS COMPANY
,
a division of Chevron U.S.A. Inc.
Signature:
/s/ Billy Liu
Name: Billy Liu
Title: Hawaii VCO Coordinator
|
|
|
HAWAIIAN ELECTRIC COMPANY, INC.
Signature:
/s/ Ronald R. Cox
Name: Ronald R. Cox
Title: VP Power Supply
|
|
HAWAIIAN ELECTRIC COMPANY, INC.
Signature:
/s/ Dan V. Giovanni
Name: Dan V. Giovanni
Title: SVP Operations
|
HAWAII ELECTRIC LIGHT COMPANY, INC.
Signature:
/s/ Jay Ignacio
Name: Jay Ignacio
Title: President
|
|
HAWAII ELECTRIC LIGHT COMPANY, INC.
Signature:
/s/ Rhea R. Lee
Name: Rhea R. Lee
Title: Assistant Secretary
|
MAUI ELECTRIC COMPANY, LTD.
Signature:
/s/ Sharon M. Suzuki
Name: Sharon M. Suzuki
Title: President |
|
MAUI ELECTRIC COMPANY, LTD.
Signature:
/s/ Eileen Wachi
Name: Eileen Wachi
Title: Assistant Secretary |
Nine months ended September 30
|
|
2014 (1)
|
|
2014 (2)
|
|
2013 (1)
|
|
2013 (2)
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest charges
|
|
$
|
64,032
|
|
|
$
|
67,806
|
|
|
$
|
63,253
|
|
|
$
|
67,123
|
|
Interest component of rentals
|
|
4,772
|
|
|
4,772
|
|
|
4,830
|
|
|
4,830
|
|
||||
Pretax preferred stock dividend requirements of subsidiaries
|
|
2,177
|
|
|
2,177
|
|
|
2,133
|
|
|
2,133
|
|
||||
Total fixed charges
|
|
$
|
70,981
|
|
|
$
|
74,755
|
|
|
$
|
70,216
|
|
|
$
|
74,086
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pretax income from continuing operations
|
|
$
|
208,428
|
|
|
$
|
208,428
|
|
|
$
|
185,093
|
|
|
$
|
185,093
|
|
Fixed charges, as shown
|
|
70,981
|
|
|
74,755
|
|
|
70,216
|
|
|
74,086
|
|
||||
Interest capitalized
|
|
(2,998
|
)
|
|
(2,998
|
)
|
|
(5,115
|
)
|
|
(5,115
|
)
|
||||
Earnings available for fixed charges
|
|
$
|
276,411
|
|
|
$
|
280,185
|
|
|
$
|
250,194
|
|
|
$
|
254,064
|
|
Ratio of earnings to fixed charges
|
|
3.89
|
|
|
3.75
|
|
|
3.56
|
|
|
3.43
|
|
Years ended December 31
|
|
2013 (1)
|
|
2013 (2)
|
|
2012 (1)
|
|
2012 (2)
|
|
2011 (1)
|
|
2011 (2)
|
||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total interest charges
|
|
$
|
85,315
|
|
|
$
|
90,407
|
|
|
$
|
83,020
|
|
|
$
|
89,443
|
|
|
$
|
87,592
|
|
|
$
|
96,575
|
|
Interest component of rentals
|
|
6,345
|
|
|
6,345
|
|
|
6,493
|
|
|
6,493
|
|
|
4,757
|
|
|
4,757
|
|
||||||
Pretax preferred stock dividend requirements of subsidiaries
|
|
2,866
|
|
|
2,866
|
|
|
2,924
|
|
|
2,924
|
|
|
2,914
|
|
|
2,914
|
|
||||||
Total fixed charges
|
|
$
|
94,526
|
|
|
$
|
99,618
|
|
|
$
|
92,437
|
|
|
$
|
98,860
|
|
|
$
|
95,263
|
|
|
$
|
104,246
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pretax income from continuing operations
|
|
$
|
245,857
|
|
|
$
|
245,857
|
|
|
$
|
215,517
|
|
|
$
|
215,517
|
|
|
$
|
214,162
|
|
|
$
|
214,162
|
|
Fixed charges, as shown
|
|
94,526
|
|
|
99,618
|
|
|
92,437
|
|
|
98,860
|
|
|
95,263
|
|
|
104,246
|
|
||||||
Interest capitalized
|
|
(7,097
|
)
|
|
(7,097
|
)
|
|
(4,355
|
)
|
|
(4,355
|
)
|
|
(2,498
|
)
|
|
(2,498
|
)
|
||||||
Earnings available for fixed charges
|
|
$
|
333,286
|
|
|
$
|
338,378
|
|
|
$
|
303,599
|
|
|
$
|
310,022
|
|
|
$
|
306,927
|
|
|
$
|
315,910
|
|
Ratio of earnings to fixed charges
|
|
3.53
|
|
|
3.40
|
|
|
3.28
|
|
|
3.14
|
|
|
3.22
|
|
|
3.03
|
|
Years ended December 31
|
|
2010 (1)
|
|
2010 (2)
|
|
2009 (1)
|
|
2009 (2)
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest charges (3)
|
|
$
|
87,191
|
|
|
$
|
101,887
|
|
|
$
|
85,827
|
|
|
$
|
119,873
|
|
Interest component of rentals
|
|
4,282
|
|
|
4,282
|
|
|
5,339
|
|
|
5,339
|
|
||||
Pretax preferred stock dividend requirements of subsidiaries
|
|
3,001
|
|
|
3,001
|
|
|
2,868
|
|
|
2,868
|
|
||||
Total fixed charges
|
|
$
|
94,474
|
|
|
$
|
109,170
|
|
|
$
|
94,034
|
|
|
$
|
128,080
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pretax income from continuing operations
|
|
$
|
181,357
|
|
|
$
|
181,357
|
|
|
$
|
126,934
|
|
|
$
|
126,934
|
|
Fixed charges, as shown
|
|
94,474
|
|
|
109,170
|
|
|
94,034
|
|
|
128,080
|
|
||||
Interest capitalized
|
|
(2,558
|
)
|
|
(2,558
|
)
|
|
(5,268
|
)
|
|
(5,268
|
)
|
||||
Earnings available for fixed charges
|
|
$
|
273,273
|
|
|
$
|
287,969
|
|
|
$
|
215,700
|
|
|
$
|
249,746
|
|
Ratio of earnings to fixed charges
|
|
2.89
|
|
|
2.64
|
|
|
2.29
|
|
|
1.95
|
|
(1)
|
Excluding interest on ASB deposits.
|
(2)
|
Including interest on ASB deposits.
|
|
|
Nine months
ended September 30 |
|
Years ended December 31
|
||||||||||||||||||||||||
(dollars in thousands)
|
|
2014
|
|
2013
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total interest charges
|
|
$
|
50,110
|
|
|
$
|
47,449
|
|
|
$
|
64,130
|
|
|
$
|
62,056
|
|
|
$
|
60,031
|
|
|
$
|
61,510
|
|
|
$
|
57,944
|
|
Interest component of rentals
|
|
2,439
|
|
|
2,137
|
|
|
2,793
|
|
|
2,690
|
|
|
2,152
|
|
|
1,857
|
|
|
2,499
|
|
|||||||
Pretax preferred stock dividend requirements of subsidiaries
|
|
1,090
|
|
|
1,052
|
|
|
1,421
|
|
|
1,467
|
|
|
1,468
|
|
|
1,461
|
|
|
1,452
|
|
|||||||
Total fixed charges
|
|
$
|
53,639
|
|
|
$
|
50,638
|
|
|
$
|
68,344
|
|
|
$
|
66,213
|
|
|
$
|
63,651
|
|
|
$
|
64,828
|
|
|
$
|
61,895
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to Hawaiian Electric
|
|
$
|
109,339
|
|
|
$
|
91,749
|
|
|
$
|
124,009
|
|
|
$
|
100,356
|
|
|
$
|
101,066
|
|
|
$
|
77,669
|
|
|
$
|
80,526
|
|
Fixed charges, as shown
|
|
53,639
|
|
|
50,638
|
|
|
68,344
|
|
|
66,213
|
|
|
63,651
|
|
|
64,828
|
|
|
61,895
|
|
|||||||
Income taxes
|
|
64,686
|
|
|
49,210
|
|
|
69,117
|
|
|
61,048
|
|
|
61,584
|
|
|
46,868
|
|
|
47,776
|
|
|||||||
Interest capitalized
|
|
(2,998
|
)
|
|
(5,115
|
)
|
|
(7,097
|
)
|
|
(4,355
|
)
|
|
(2,498
|
)
|
|
(2,558
|
)
|
|
(5,268
|
)
|
|||||||
Earnings available for fixed charges
|
|
$
|
224,666
|
|
|
$
|
186,482
|
|
|
$
|
254,373
|
|
|
$
|
223,262
|
|
|
$
|
223,803
|
|
|
$
|
186,807
|
|
|
$
|
184,929
|
|
Ratio of earnings to fixed charges
|
|
4.19
|
|
|
3.68
|
|
|
3.72
|
|
|
3.37
|
|
|
3.52
|
|
|
2.88
|
|
|
2.99
|
|
Date: November 6, 2014
|
|
|
/s/ Constance H. Lau
|
|
Constance H. Lau
|
|
President and Chief Executive Officer
|
Date: November 6, 2014
|
|
|
/s/ James A. Ajello
|
|
James A. Ajello
|
|
Executive Vice President and Chief Financial Officer
|
Date: November 6, 2014
|
|
|
/s/ Alan M. Oshima
|
|
Alan M. Oshima
|
|
President and Chief Executive Officer
|
Date: November 6, 2014
|
|
|
/s/ Tayne S. Y. Sekimura
|
|
Tayne S. Y. Sekimura
|
|
Senior Vice President and Chief Financial Officer
|
Date: November 6, 2014
|
|
/s/ Constance H. Lau
|
Constance H. Lau
|
President and Chief Executive Officer
|
|
/s/ James A. Ajello
|
James A. Ajello
|
Executive Vice President and Chief Financial Officer
|
Date: November 6, 2014
|
|
/s/ Alan M. Oshima
|
Alan M. Oshima
|
President and Chief Executive Officer
|
|
/s/ Tayne S. Y. Sekimura
|
Tayne S. Y. Sekimura
|
Senior Vice President and Chief Financial Officer
|