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Commission
File Number
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Registrant; State of Incorporation;
Address; and Telephone Number
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I.R.S. Employer
Identification No.
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1-8503
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HAWAIIAN ELECTRIC INDUSTRIES, INC.
, a Hawaii corporation
1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813
Telephone (808) 543-5662
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99-0208097
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1-4955
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HAWAIIAN ELECTRIC COMPANY, INC.
, a Hawaii corporation
900 Richards Street, Honolulu, Hawaii 96813
Telephone (808) 543-7771
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99-0040500
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Registrant
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Title of each class
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Name of each exchange
on which registered
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Hawaiian Electric Industries, Inc.
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Common Stock, Without Par Value
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New York Stock Exchange
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Hawaiian Electric Company, Inc.
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Guarantee with respect to 6.50% Cumulative Quarterly
Income Preferred Securities Series 2004 (QUIPS
SM
)
of HECO Capital Trust III
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New York Stock Exchange
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Registrant
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Title of each class
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Hawaiian Electric Industries, Inc.
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None
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Hawaiian Electric Company, Inc.
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Cumulative Preferred Stock
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|
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Hawaiian Electric Industries Inc. Yes
X
No
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Hawaiian Electric Company, Inc. Yes
No
X
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Hawaiian Electric Industries Inc. Yes
No
X
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Hawaiian Electric Company, Inc. Yes
No
X
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Hawaiian Electric Industries Inc. Yes
X
No
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Hawaiian Electric Company, Inc. Yes
X
No
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Hawaiian Electric Industries Inc. Yes
X
No
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Hawaiian Electric Company, Inc. Yes
X
No
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Hawaiian Electric Industries Inc.
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Large accelerated filer
X
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
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Hawaiian Electric Company, Inc.
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Large accelerated filer
Accelerated filer
Non-accelerated filer
X
(Do not check if a smaller reporting company)
Smaller reporting company
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Hawaiian Electric Industries Inc. Yes
No
X
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Hawaiian Electric Company, Inc. Yes
No
X
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Aggregate market value
of the voting and non-
voting common equity
held by non-affiliates of
the registrants as of
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|
Number of shares of common stock
outstanding of the registrants as of
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||
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June 30, 2015
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June 30, 2015
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February 12, 2016
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Hawaiian Electric Industries, Inc. (HEI)
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$3,194,385,337
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107,446,530
(Without par value)
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107,624,726
(Without par value)
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Hawaiian Electric Company, Inc. (Hawaiian Electric)
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None
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15,805,327
($6 2/3 par value)
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15,805,327
($6 2/3 par value)
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This combined Form 10-K represents separate filings by Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. Information contained herein relating to any individual registrant is filed by each registrant on its own behalf. Hawaiian Electric makes no representations as to any information not relating to it or its subsidiaries.
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Page
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Terms
|
|
Definitions
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ABO
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Accumulated benefit obligation
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AES Hawaii
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AES Hawaii, Inc.
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AFUDC
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Allowance for funds used during construction
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AOCI
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Accumulated other comprehensive income (loss)
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AOS
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Adequacy of supply
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APBO
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Accumulated postretirement benefit obligation
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ARO
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Asset retirement obligations
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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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ASB Hawaii
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ASB Hawaii, Inc. (formerly 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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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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Btu
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British thermal unit
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CAA
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Clean Air Act
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CERCLA
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Comprehensive Environmental Response, Compensation and Liability Act
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Chevron
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Chevron Products Company, a fuel oil supplier
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CIP
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Campbell Industrial Park
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CIS
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Customer Information System
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Company
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When used in Hawaiian Electric Industries, Inc. sections and in the Notes to Consolidated Financial Statements, “Company” refers to Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc. and its subsidiaries (listed under Hawaiian Electric); ASB Hawaii, Inc. and its subsidiary, American Savings Bank, F.S.B.; HEI Properties, Inc. (dissolved in 2015); Hawaiian Electric Industries Capital Trust II and Hawaiian Electric Industries Capital Trust III (inactive financing entities - dissolved and terminated in 2015); and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.).
When used in Hawaiian Electric Company, Inc. sections, “Company” refers to Hawaiian Electric Company, Inc. and its direct subsidiaries.
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Consolidated Financial Statements
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HEI’s and Hawaiian Electric's combined Consolidated Financial Statements, including notes, in Item 8 of this Form 10-K
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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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CT-1
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Combustion turbine No. 1
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D&O
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Decision and order
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DBEDT
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State of Hawaii Department of Business Economic Development and Tourism
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DBF
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State of Hawaii Department of Budget and Finance
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DG
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Distributed generation
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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DOH
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Department of Health of the State of Hawaii
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DRIP
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HEI Dividend Reinvestment and Stock Purchase Plan
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DSM
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Demand-side management
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ECAC
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Energy cost adjustment clause
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EEPS
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Energy Efficiency Portfolio Standards
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EGU
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Electrical generating unit
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EIP
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2010 Executive Incentive Plan, as amended
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EPA
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Environmental Protection Agency - federal
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EPS
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Earnings per share
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ERISA
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Employee Retirement Income Security Act of 1974, as amended
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ERL
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Environmental Response Law of the State of Hawaii
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Exchange Act
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Securities Exchange Act of 1934
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FASB
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Financial Accounting Standards Board
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FDIC
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Federal Deposit Insurance Corporation
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FDICIA
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Federal Deposit Insurance Corporation Improvement Act of 1991
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federal
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U.S. Government
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Terms
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Definitions
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FERC
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Federal Energy Regulatory Commission
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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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FICO
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Financing Corporation
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Fitch
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Fitch Ratings, Inc.
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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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GAAP
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Accounting principles generally accepted in the United States of America
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GHG
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Greenhouse gas
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GNMA
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Government National Mortgage Association
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Gramm Act
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Gramm-Leach-Bliley Act of 1999
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HC&S
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Hawaiian Commercial & Sugar Company, a division of A&B-Hawaii, Inc.
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Hawaii Electric Light
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Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc.
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Hawaiian Electric
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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.
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Hawaiian Electric’s MD&A
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Hawaiian Electric Company, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K
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HEI
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Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., ASB Hawaii, Inc., HEI Properties, Inc. (dissolved in 2015), Hawaiian Electric Industries Capital Trust II (dissolved and terminated in 2015), Hawaiian Electric Industries Capital Trust III (dissolved and terminated in 2015) and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.).
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HEI's 2016 Proxy Statement
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Selected sections of Proxy Statement for the 2016 Annual Meeting of Shareholders of Hawaiian Electric Industries, Inc. to be filed after the date of this Form 10-K, which are incorporated in this Form 10-K by reference
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HEI’s MD&A
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Hawaiian Electric Industries, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K
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HEIPI
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HEI Properties, Inc. (dissolved in 2015), a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.
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HEIRSP
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Hawaiian Electric Industries Retirement Savings Plan
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HEP
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Hamakua Energy Partners, L.P., formerly known as Encogen Hawaii, L.P.
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HTB
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Hawaiian Tug & Barge Corp. On November 10, 1999, HTB sold substantially all of its operating assets and the stock of its subsidiary, Young Brothers, Limited, and changed its name to The Old Oahu Tug Services, Inc.
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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
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Independent power producer
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IRP
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Integrated resource plan
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IRR
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Interest rate risk
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Kalaeloa
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Kalaeloa Partners, L.P.
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kV
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Kilovolt
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kW
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Kilowatt/s (as applicable)
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KWH
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Kilowatthour/s (as applicable)
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LNG
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Liquefied natural gas
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LSFO
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Low sulfur fuel oil
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LTIP
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Long-term incentive plan
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MATS
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Mercury and Air Toxics Standards
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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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MBtu
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Million British thermal unit
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MD&A
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Merger
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As provided in the Merger Agreement, merger of Merger Sub I with and into HEI, with HEI surviving, and then merger of HEI with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of NEE
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Merger Agreement
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Agreement and Plan of Merger by and among HEI, NEE, Merger Sub II and Merger Sub I, dated December 3, 2014
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Merger Sub I
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NEE Acquisition Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of NEE
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Terms
|
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Definitions
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Merger Sub II
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NEE Acquisition Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of NEE
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Moody’s
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Moody’s Investors Service’s
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MSFO
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Medium sulfur fuel oil
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MOU
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Memorandum of Understanding
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MW
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Megawatt/s (as applicable)
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NA
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Not applicable
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NAAQS
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National Ambient Air Quality Standard
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NEE
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NextEra Energy, Inc.
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NEM
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Net energy metering
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NII
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Net interest income
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NM
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Not meaningful
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NPBC
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Net periodic benefits costs
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NQSO
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Nonqualified stock options
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O&M
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Other operation and maintenance
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OCC
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Office of the Comptroller of the Currency
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OPEB
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Postretirement benefits other than pensions
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OTS
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Office of Thrift Supervision, Department of Treasury
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OTTI
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Other-than-temporary impairment
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PBO
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Projected benefit obligation
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PCB
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Polychlorinated biphenyls
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PGV
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Puna Geothermal Venture
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PPA
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Power purchase agreement
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PPAC
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Purchased power adjustment clause
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PSD
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Prevention of Significant Deterioration
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PSIPs
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Power Supply Improvement Plans
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PUC
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Public Utilities Commission of the State of Hawaii
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PURPA
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Public Utility Regulatory Policies Act of 1978
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QF
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Qualifying Facility under the Public Utility Regulatory Policies Act of 1978
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QTL
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Qualified Thrift Lender
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RAM
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Rate adjustment mechanism
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RBA
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Revenue balancing account
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Registrant
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Each of Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc.
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REIP
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Renewable Energy Infrastructure Program
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RFP
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Request for proposals
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RHI
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Renewable Hawaii, Inc., a wholly-owned nonregulated subsidiary of Hawaiian Electric Company, Inc.
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ROA
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Return on assets
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ROACE
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Return on average common equity
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RORB
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Return on rate base
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RPS
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Renewable portfolio standards
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S&P
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Standard & Poor’s
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SAR
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Stock appreciation right
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SEC
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Securities and Exchange Commission
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See
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Means the referenced material is incorporated by reference (or means refer to the referenced section in this document or the referenced exhibit or other document)
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SLHCs
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Savings & Loan Holding Companies
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SOIP
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1987 Stock Option and Incentive Plan, as amended. Shares of HEI common stock reserved for issuance under the SOIP were deregistered and delisted in 2015.
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Spin-Off
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The distribution to HEI shareholders of all of the common stock of ASB Hawaii immediately prior to the Merger
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SPRBs
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Special Purpose Revenue Bonds
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ST
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Steam turbine
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state
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State of Hawaii
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TDR
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Troubled debt restructuring
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Terms
|
|
Definitions
|
|
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Tesoro
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Tesoro Hawaii Corporation dba BHP Petroleum Americas Refining Inc., a fuel oil supplier
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TOOTS
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The Old Oahu Tug Service, Inc., a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.
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Trust III
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HECO Capital Trust III
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UBC
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Uluwehiokama Biofuels Corp., a wholly-owned nonregulated subsidiary of Hawaiian Electric Company, Inc.
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Utilities
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Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited
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VIE
|
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Variable interest entity
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Forward-Looking Statements
|
•
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the successful and timely completion of the proposed Merger with NextEra Energy, Inc. (NEE), which could be materially and adversely affected by, among other things, resolving the litigation brought in connection with the proposed Merger, obtaining (and the timing and terms and conditions of) required governmental and regulatory approvals, and the ability to maintain relationships with employees, customers or suppliers, as well as the ability to integrate the businesses;
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•
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the ability of ASB Hawaii, Inc. (ASB Hawaii) and its subsidiary, American Savings Bank, F.S.B. (ASB), to operate successfully after the Spin-Off;
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•
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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 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, the conflict in Syria, terrorist acts by ISIS or others, potential conflict or crisis with North Korea and potential pandemics);
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•
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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;
|
•
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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;
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•
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the timing and extent of changes in interest rates and the shape of the yield curve;
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•
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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;
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•
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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;
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•
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changes in laws, regulations, market conditions and other factors that result in changes in assumptions used to calculate retirement benefits costs and funding requirements;
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•
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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;
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•
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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);
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•
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the potential delay by the Public Utilities Commission of the State of Hawaii (PUC) in considering (and potential disapproval of actual or proposed) renewable energy proposals and related costs; reliance by the Utilities on outside parties such as the state, independent power producers (IPPs) and developers; and uncertainties surrounding technologies, solar power, wind power, proposed undersea cables, biofuels, environmental assessments required to meet renewable portfolio standards (RPS) goals and the impacts of implementation of the renewable energy proposals on future costs of electricity;
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•
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the ability of the Utilities to develop, implement and recover the costs of implementing the Utilities’ action plans and business model changes proposed and being developed in response to the four orders that the PUC issued
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•
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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 (DG), 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;
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•
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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);
|
•
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the continued availability to the electric utilities or modifications of other cost recovery mechanisms, including the purchased power adjustment clauses (PPACs), rate 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;
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•
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the impact of fuel price volatility on customer satisfaction and political and regulatory support for the Utilities;
|
•
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the risks associated with increasing reliance on renewable energy, 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;
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•
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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;
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•
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the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);
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•
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the potential that, as IPP contracts near the end of their terms, there may be less economic incentive for the IPPs to make investments in their units to ensure the availability of their units;
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•
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the ability of the Utilities to negotiate, periodically, favorable agreements for significant resources such as fuel supply contracts and collective bargaining agreements;
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•
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new technological developments that could affect the operations and prospects of the Utilities and ASB or their competitors;
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•
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new technological developments, such as the commercial development of energy storage and microgrids, that could affect the operations of the Utilities;
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•
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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;
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•
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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);
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•
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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 RPS);
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•
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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);
|
•
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the ability of the Utilities to recover increasing costs and earn a reasonable return on capital investments not covered by RAMs;
|
•
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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 (e.g., Item 1A. Risk Factors) and in other reports previously and subsequently filed by HEI and/or Hawaiian Electric with the Securities and Exchange Commission (SEC).
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ITEM 1.
|
BUSINESS
|
December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
HEI
|
39
|
|
|
44
|
|
|
43
|
|
|
42
|
|
|
40
|
|
Hawaiian Electric and its subsidiaries
|
2,727
|
|
|
2,759
|
|
|
2,764
|
|
|
2,658
|
|
|
2,518
|
|
ASB and its subsidiaries
|
1,152
|
|
|
1,162
|
|
|
1,159
|
|
|
1,170
|
|
|
1,096
|
|
|
3,918
|
|
|
3,965
|
|
|
3,966
|
|
|
3,870
|
|
|
3,654
|
|
Years ended December 31
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(dollars in thousands)
|
Customer accounts*
|
|
Electric sales revenues
|
|
Customer accounts*
|
|
Electric sales revenues
|
|
Customer accounts*
|
|
Electric sales revenues
|
|||||||||
Hawaiian Electric
|
302,958
|
|
|
$
|
1,636,245
|
|
|
301,953
|
|
|
$
|
2,134,094
|
|
|
299,528
|
|
|
$
|
2,116,214
|
|
Hawaii Electric Light
|
84,309
|
|
|
343,843
|
|
|
83,421
|
|
|
420,647
|
|
|
82,637
|
|
|
430,272
|
|
|||
Maui Electric
|
70,533
|
|
|
343,722
|
|
|
70,042
|
|
|
420,734
|
|
|
69,577
|
|
|
422,205
|
|
|||
|
457,800
|
|
|
$
|
2,323,810
|
|
|
455,416
|
|
|
$
|
2,975,475
|
|
|
451,742
|
|
|
$
|
2,968,691
|
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
KWH sales (millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential
|
2,396.5
|
|
|
2,379.7
|
|
|
2,450.9
|
|
|
2,582.0
|
|
|
2,769.7
|
|
|||||
Commercial
|
2,977.8
|
|
|
3,022.0
|
|
|
3,105.9
|
|
|
3,074.4
|
|
|
3,203.8
|
|
|||||
Large light and power
|
3,532.9
|
|
|
3,524.5
|
|
|
3,462.7
|
|
|
3,499.8
|
|
|
3,503.4
|
|
|||||
Other
|
49.3
|
|
|
50.0
|
|
|
50.0
|
|
|
49.8
|
|
|
50.0
|
|
|||||
|
8,956.5
|
|
|
8,976.2
|
|
|
9,069.5
|
|
|
9,206.0
|
|
|
9,526.9
|
|
|||||
KWH net generated and purchased (millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net generated
|
5,124.5
|
|
|
5,131.3
|
|
|
5,352.0
|
|
|
5,601.7
|
|
|
6,022.2
|
|
|||||
Purchased
|
4,308.3
|
|
|
4,306.7
|
|
|
4,195.2
|
|
|
4,093.2
|
|
|
4,009.7
|
|
|||||
|
9,432.8
|
|
|
9,438.0
|
|
|
9,547.2
|
|
|
9,694.9
|
|
|
10,031.9
|
|
|||||
Losses and system uses (%)
|
4.8
|
|
|
4.7
|
|
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
|||||
Energy supply (December 31)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net generating capability—MW
|
1,669
|
|
|
1,787
|
|
|
1,787
|
|
|
1,787
|
|
|
1,787
|
|
|||||
Firm purchased capability—MW
|
551
|
|
|
575
|
|
|
567
|
|
|
545
|
|
|
540
|
|
|||||
Other purchased capability—MW
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
2,224
|
|
|
2,362
|
|
|
2,354
|
|
|
2,332
|
|
|
2,327
|
|
|||||
Net peak demand—MW
1
|
1,610
|
|
|
1,554
|
|
|
1,535
|
|
|
1,535
|
|
|
1,530
|
|
|||||
Btu per net KWH generated
|
10,632
|
|
|
10,613
|
|
|
10,570
|
|
|
10,533
|
|
|
10,609
|
|
|||||
Average fuel oil cost per Mbtu (cents)
|
1,206.5
|
|
|
2,087.6
|
|
|
2,103.2
|
|
|
2,210.4
|
|
|
1,986.7
|
|
|||||
Customer accounts (December 31)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
400,655
|
|
|
398,256
|
|
|
394,910
|
|
|
392,025
|
|
|
390,133
|
|
|||||
Commercial
|
54,878
|
|
|
54,924
|
|
|
54,616
|
|
|
54,005
|
|
|
53,904
|
|
|||||
Large light and power
|
659
|
|
|
596
|
|
|
556
|
|
|
577
|
|
|
567
|
|
|||||
Other
|
1,608
|
|
|
1,640
|
|
|
1,660
|
|
|
1,636
|
|
|
1,625
|
|
|||||
|
457,800
|
|
|
455,416
|
|
|
451,742
|
|
|
448,243
|
|
|
446,229
|
|
|||||
Electric revenues (thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential
|
$
|
709,886
|
|
|
$
|
879,605
|
|
|
$
|
892,438
|
|
|
$
|
952,159
|
|
|
$
|
946,653
|
|
Commercial
|
798,202
|
|
|
1,027,588
|
|
|
1,044,166
|
|
|
1,060,983
|
|
|
1,024,725
|
|
|||||
Large light and power
|
802,366
|
|
|
1,051,119
|
|
|
1,015,079
|
|
|
1,062,226
|
|
|
976,949
|
|
|||||
Other
|
13,356
|
|
|
17,163
|
|
|
17,008
|
|
|
17,392
|
|
|
16,172
|
|
|||||
|
$
|
2,323,810
|
|
|
$
|
2,975,475
|
|
|
$
|
2,968,691
|
|
|
$
|
3,092,760
|
|
|
$
|
2,964,499
|
|
Average revenue per KWH sold (cents)
|
25.90
|
|
|
33.15
|
|
|
32.73
|
|
|
33.60
|
|
|
31.12
|
|
|||||
Residential
|
29.62
|
|
|
36.93
|
|
|
36.41
|
|
|
36.88
|
|
|
34.18
|
|
|||||
Commercial
|
26.81
|
|
|
34.00
|
|
|
33.62
|
|
|
34.51
|
|
|
31.99
|
|
|||||
Large light and power
|
22.71
|
|
|
29.82
|
|
|
29.31
|
|
|
30.35
|
|
|
27.89
|
|
|||||
Other
|
27.05
|
|
|
34.36
|
|
|
34.02
|
|
|
34.93
|
|
|
32.37
|
|
|||||
Residential statistics
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average annual use per customer account (KWH)
|
5,996
|
|
|
6,000
|
|
|
6,220
|
|
|
6,596
|
|
|
7,117
|
|
|||||
Average annual revenue per customer account
|
$
|
1,776
|
|
|
$
|
2,218
|
|
|
$
|
2,265
|
|
|
$
|
2,432
|
|
|
$
|
2,433
|
|
Average number of customer accounts
|
399,674
|
|
|
396,640
|
|
|
394,024
|
|
|
391,437
|
|
|
389,160
|
|
1
|
Sum of the net peak demands on all islands served, noncoincident and nonintegrated.
|
|
Island of
Oahu- Hawaiian Electric |
|
Island of
Hawaii- Hawaii Electric Light |
|
Island of
Maui- Maui Electric |
|
Island of
Lanai- Maui Electric |
|
Island of
Molokai- Maui Electric |
|
Total
|
|
||||||
Net generating and firm purchased capability (MW) as of December 31, 2015
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Conventional oil-fired steam units
|
999.5
|
|
|
49.4
|
|
|
35.9
|
|
|
—
|
|
|
—
|
|
|
1,084.8
|
|
|
Diesel
|
8.0
|
|
2
|
27.0
|
|
|
96.8
|
|
|
10.1
|
|
|
9.6
|
|
|
151.5
|
|
|
Combustion turbines (peaking units)
|
214.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214.8
|
|
|
Other combustion turbines
|
—
|
|
|
46.3
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
48.5
|
|
|
Combined-cycle unit
|
—
|
|
|
56.3
|
|
|
113.6
|
|
|
—
|
|
|
—
|
|
|
169.9
|
|
|
Firm contract power
3
|
456.5
|
|
|
94.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
551.1
|
|
|
Other purchased capability
5
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
|
1,678.8
|
|
|
273.6
|
|
|
250.3
|
|
|
10.1
|
|
|
11.8
|
|
|
2,224.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net peak demand (MW)
|
1,206.0
|
|
|
191.5
|
|
|
202.2
|
|
|
5.1
|
|
|
5.6
|
|
|
1,610.4
|
|
4
|
Reserve margin
|
39.2
|
%
|
|
42.9
|
%
|
|
24.3
|
%
|
|
98.0
|
%
|
|
110.7
|
%
|
|
40.4
|
%
|
|
Annual load factor
|
67.1
|
%
|
|
68.2
|
%
|
|
64.6
|
%
|
|
60.5
|
%
|
|
64.1
|
%
|
|
66.9
|
%
|
|
KWH net generated and purchased (millions)
|
7,086.1
|
|
|
1,143.3
|
|
|
1,144.9
|
|
|
27.0
|
|
|
31.5
|
|
|
9,432.8
|
|
|
1
|
Hawaiian Electric units at normal ratings; Maui Electric and Hawaii Electric Light units at reserve ratings.
|
2
|
Airport Dispatchable Standby Generation 8 MW.
|
3
|
Nonutility generators— Hawaiian Electric: 208 MW (Kalaeloa Partners, L.P., oil-fired), 180 MW (AES Hawaii, Inc., coal-fired), and 68.5 MW (HPower, refuse-fired); Hawaii Electric Light: 34.6 MW (Puna Geothermal Venture, geothermal) and 60 MW (Hamakua Energy Partners, L.P., oil-fired).
|
4
|
Noncoincident and nonintegrated.
|
5
|
In October 2015, the PPA between Maui Electric and HC&S was amended, changing the pricing structure and rates for energy and eliminated the capacity payment to Hawaiian Commercial & Sugar Company (HC&S) and Maui Electric's minimum purchase obligation. Maui Electric may still request up to 4 MW of scheduled energy during certain months and may be provided up to 16 MW of emergency power.
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Consolidated
|
||||||||||||||||
|
$/Barrel
|
|
¢/MBtu
|
|
$/Barrel
|
|
¢/MBtu
|
|
$/Barrel
|
|
¢/MBtu
|
|
$/Barrel
|
|
¢/MBtu
|
||||||||
2015
|
71.86
|
|
|
1,144.8
|
|
|
79.03
|
|
|
1,307.3
|
|
|
84.38
|
|
|
1,425.7
|
|
|
74.71
|
|
|
1,206.5
|
|
2014
|
130.71
|
|
|
2,075.4
|
|
|
121.49
|
|
|
2,002.5
|
|
|
130.51
|
|
|
2,198.9
|
|
|
129.65
|
|
|
2,087.6
|
|
2013
|
130.85
|
|
|
2,068.2
|
|
|
125.81
|
|
|
2,064.7
|
|
|
135.57
|
|
|
2,286.3
|
|
|
131.10
|
|
|
2,103.2
|
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
||||||||||||
|
LSFO
|
|
|
Diesel/Biodiesel
|
|
|
MSFO
|
|
|
Diesel
|
|
|
MSFO
|
|
|
Diesel/Biodiesel
|
|
2015
|
96
|
%
|
|
4
|
%
|
|
43
|
%
|
|
57
|
%
|
|
16
|
%
|
|
84
|
%
|
2014
|
97
|
|
|
3
|
|
|
47
|
|
|
53
|
|
|
20
|
|
|
80
|
|
2013
|
98
|
|
|
2
|
|
|
53
|
|
|
47
|
|
|
18
|
|
|
82
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||||||
(in thousands)
|
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other investments
|
$
|
188
|
|
|
$
|
(27
|
)
|
|
$
|
161
|
|
|
$
|
70
|
|
|
$
|
1
|
|
|
$
|
71
|
|
Securities purchased under resale agreements
|
(10
|
)
|
|
(10
|
)
|
|
(20
|
)
|
|
1
|
|
|
(24
|
)
|
|
(23
|
)
|
||||||
Available-for-sale investment securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(158
|
)
|
|
3,471
|
|
|
3,313
|
|
|
—
|
|
|
144
|
|
|
144
|
|
||||||
Non-taxable
|
(214
|
)
|
|
(215
|
)
|
|
(429
|
)
|
|
60
|
|
|
(2,125
|
)
|
|
(2,065
|
)
|
||||||
Total available-for-sale investment securities
|
(372
|
)
|
|
3,256
|
|
|
2,884
|
|
|
60
|
|
|
(1,981
|
)
|
|
(1,921
|
)
|
||||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
(2,451
|
)
|
|
1,793
|
|
|
(658
|
)
|
|
(5,112
|
)
|
|
2,410
|
|
|
(2,702
|
)
|
||||||
Commercial real estate
|
(1,831
|
)
|
|
4,485
|
|
|
2,654
|
|
|
(636
|
)
|
|
4,993
|
|
|
4,357
|
|
||||||
Home equity line of credit
|
(402
|
)
|
|
1,197
|
|
|
795
|
|
|
1,791
|
|
|
3,483
|
|
|
5,274
|
|
||||||
Residential land
|
(73
|
)
|
|
68
|
|
|
(5
|
)
|
|
111
|
|
|
(313
|
)
|
|
(202
|
)
|
||||||
Commercial
|
(552
|
)
|
|
540
|
|
|
(12
|
)
|
|
(2,106
|
)
|
|
2,212
|
|
|
106
|
|
||||||
Consumer
|
1,933
|
|
|
734
|
|
|
2,667
|
|
|
(113
|
)
|
|
(348
|
)
|
|
(461
|
)
|
||||||
Total loans
|
(3,376
|
)
|
|
8,817
|
|
|
5,441
|
|
|
(6,065
|
)
|
|
12,437
|
|
|
6,372
|
|
||||||
Total increase (decrease) in interest income
|
(3,570
|
)
|
|
12,036
|
|
|
8,466
|
|
|
(5,934
|
)
|
|
10,433
|
|
|
4,499
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings
|
—
|
|
|
(123
|
)
|
|
(123
|
)
|
|
—
|
|
|
(82
|
)
|
|
(82
|
)
|
||||||
Interest-bearing checking
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
||||||
Money market
|
—
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
8
|
|
|
18
|
|
||||||
Time certificates
|
—
|
|
|
(144
|
)
|
|
(144
|
)
|
|
(48
|
)
|
|
147
|
|
|
99
|
|
||||||
Advances from Federal Home Loan Bank
|
—
|
|
|
—
|
|
|
—
|
|
|
459
|
|
|
(1,173
|
)
|
|
(714
|
)
|
||||||
Securities sold under agreements to repurchase
|
672
|
|
|
(919
|
)
|
|
(247
|
)
|
|
107
|
|
|
(139
|
)
|
|
(32
|
)
|
||||||
Total (increase) decrease in interest expense
|
672
|
|
|
(1,190
|
)
|
|
(518
|
)
|
|
528
|
|
|
(1,259
|
)
|
|
(731
|
)
|
||||||
Increase (decrease) in net interest income
|
$
|
(2,898
|
)
|
|
$
|
10,846
|
|
|
$
|
7,948
|
|
|
$
|
(5,406
|
)
|
|
$
|
9,174
|
|
|
$
|
3,768
|
|
December 31
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
(dollars in thousands)
|
Balance
|
|
% of
total
|
|
|
Balance
|
|
% of
total |
|
|
Balance
|
|
% of
total |
|
|
Balance
|
|
% of
total
|
|
|
Balance
|
|
% of
total
|
|
||||||||||
Real estate:
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
$
|
2,069,665
|
|
|
44.8
|
|
|
$
|
2,044,205
|
|
|
46.0
|
|
|
$
|
2,006,007
|
|
|
48.2
|
|
|
$
|
1,866,450
|
|
|
49.2
|
|
|
$
|
1,926,774
|
|
|
52.2
|
|
Commercial real estate
|
690,561
|
|
|
14.9
|
|
|
531,917
|
|
|
12.0
|
|
|
440,443
|
|
|
10.6
|
|
|
375,677
|
|
|
9.9
|
|
|
331,931
|
|
|
9.0
|
|
|||||
Home equity line of credit
|
846,294
|
|
|
18.3
|
|
|
818,815
|
|
|
18.4
|
|
|
739,331
|
|
|
17.8
|
|
|
630,175
|
|
|
16.6
|
|
|
535,481
|
|
|
14.5
|
|
|||||
Residential land
|
18,229
|
|
|
0.4
|
|
|
16,240
|
|
|
0.4
|
|
|
16,176
|
|
|
0.4
|
|
|
25,815
|
|
|
0.7
|
|
|
45,392
|
|
|
1.2
|
|
|||||
Commercial construction
|
100,796
|
|
|
2.2
|
|
|
96,438
|
|
|
2.2
|
|
|
52,112
|
|
|
1.3
|
|
|
43,988
|
|
|
1.2
|
|
|
41,950
|
|
|
1.1
|
|
|||||
Residential construction
|
14,089
|
|
|
0.3
|
|
|
18,961
|
|
|
0.4
|
|
|
12,774
|
|
|
0.3
|
|
|
6,171
|
|
|
0.2
|
|
|
3,327
|
|
|
0.1
|
|
|||||
Total real estate
|
3,739,634
|
|
|
80.9
|
|
|
3,526,576
|
|
|
79.4
|
|
|
3,266,843
|
|
|
78.6
|
|
|
2,948,276
|
|
|
77.8
|
|
|
2,884,855
|
|
|
78.1
|
|
|||||
Commercial
|
758,659
|
|
|
16.4
|
|
|
791,757
|
|
|
17.8
|
|
|
783,388
|
|
|
18.8
|
|
|
721,349
|
|
|
19.0
|
|
|
716,427
|
|
|
19.4
|
|
|||||
Consumer
|
123,775
|
|
|
2.7
|
|
|
122,656
|
|
|
2.8
|
|
|
108,722
|
|
|
2.6
|
|
|
121,231
|
|
|
3.2
|
|
|
93,253
|
|
|
2.5
|
|
|||||
Total loans
|
4,622,068
|
|
|
100.0
|
|
|
4,440,989
|
|
|
100.0
|
|
|
4,158,953
|
|
|
100.0
|
|
|
3,790,856
|
|
|
100.0
|
|
|
3,694,535
|
|
|
100.0
|
|
|||||
Less: Deferred fees and discounts
|
(6,249
|
)
|
|
|
|
|
(6,338
|
)
|
|
|
|
|
(8,724
|
)
|
|
|
|
|
(11,638
|
)
|
|
|
|
|
(13,811
|
)
|
|
|
|
|||||
Allowance for loan losses
|
(50,038
|
)
|
|
|
|
|
(45,618
|
)
|
|
|
|
|
(40,116
|
)
|
|
|
|
|
(41,985
|
)
|
|
|
|
|
(37,906
|
)
|
|
|
|
|||||
Total loans, net
|
$
|
4,565,781
|
|
|
|
|
|
$
|
4,389,033
|
|
|
|
|
|
$
|
4,110,113
|
|
|
|
|
|
$
|
3,737,233
|
|
|
|
|
|
$
|
3,642,818
|
|
|
|
|
1
|
Includes renegotiated loans.
|
December 31
|
2015
|
||||||||||||||
Due
|
In
1 year
or less
|
|
|
After 1 year
through
5 years
|
|
|
After
5 years
|
|
|
Total
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial – Fixed
|
$
|
47
|
|
|
$
|
119
|
|
|
$
|
18
|
|
|
$
|
184
|
|
Commercial – Adjustable
|
216
|
|
|
306
|
|
|
53
|
|
|
575
|
|
||||
Total commercial
|
263
|
|
|
425
|
|
|
71
|
|
|
759
|
|
||||
Commercial construction – Fixed
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Commercial construction – Adjustable
|
30
|
|
|
65
|
|
|
—
|
|
|
95
|
|
||||
Total commercial construction
|
36
|
|
|
65
|
|
|
—
|
|
|
101
|
|
||||
Residential construction – Fixed
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Residential construction – Adjustable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total residential construction
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Total loans – Fixed
|
67
|
|
|
119
|
|
|
18
|
|
|
204
|
|
||||
Total loans – Adjustable
|
246
|
|
|
371
|
|
|
53
|
|
|
670
|
|
||||
Total loans
|
$
|
313
|
|
|
$
|
490
|
|
|
$
|
71
|
|
|
$
|
874
|
|
December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonaccrual loans—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
$
|
20,554
|
|
|
$
|
19,253
|
|
|
$
|
19,679
|
|
|
$
|
26,721
|
|
|
$
|
28,298
|
|
Commercial real estate
|
1,188
|
|
|
5,112
|
|
|
4,439
|
|
|
6,750
|
|
|
3,436
|
|
|||||
Home equity line of credit
|
2,254
|
|
|
1,087
|
|
|
2,060
|
|
|
2,349
|
|
|
2,258
|
|
|||||
Residential land
|
970
|
|
|
720
|
|
|
3,161
|
|
|
8,561
|
|
|
14,535
|
|
|||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate
|
24,966
|
|
|
26,172
|
|
|
29,339
|
|
|
44,381
|
|
|
48,527
|
|
|||||
Commercial
|
20,174
|
|
|
10,053
|
|
|
18,781
|
|
|
20,222
|
|
|
17,946
|
|
|||||
Consumer
|
895
|
|
|
661
|
|
|
401
|
|
|
284
|
|
|
281
|
|
|||||
Total nonaccrual loans
|
$
|
46,035
|
|
|
$
|
36,886
|
|
|
$
|
48,521
|
|
|
$
|
64,887
|
|
|
$
|
66,754
|
|
Troubled debt restructured loans not included above—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
$
|
13,962
|
|
|
$
|
13,525
|
|
|
$
|
9,744
|
|
|
$
|
6,759
|
|
|
$
|
5,029
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity line of credit
|
2,467
|
|
|
480
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|||||
Residential land
|
4,713
|
|
|
7,130
|
|
|
7,476
|
|
|
11,090
|
|
|
24,828
|
|
|||||
Total real estate
|
21,142
|
|
|
21,135
|
|
|
17,391
|
|
|
17,849
|
|
|
29,857
|
|
|||||
Commercial
|
1,104
|
|
|
2,972
|
|
|
1,649
|
|
|
43
|
|
|
15,386
|
|
|||||
Total troubled debt restructured loans
|
$
|
22,246
|
|
|
$
|
24,107
|
|
|
$
|
19,040
|
|
|
$
|
17,892
|
|
|
$
|
45,243
|
|
(dollars in millions)
|
Year ended December 31, 2015
|
||
Gross amount of interest income that would have been recorded in accordance with original contractual terms, and had been outstanding throughout the period or since origination, if held for only part of the period
1
|
$
|
3
|
|
Interest income actually recognized
|
1
|
|
|
Total interest income foregone
|
$
|
2
|
|
1
|
Based on the contractual rate that was being charged at the time the loan was restructured or placed on nonaccrual status.
|
(dollars in thousands)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Allowance for loan losses, January 1
|
$
|
45,618
|
|
|
$
|
40,116
|
|
|
$
|
41,985
|
|
|
$
|
37,906
|
|
|
$
|
40,646
|
|
Provision for loan losses
|
6,275
|
|
|
6,126
|
|
|
1,507
|
|
|
12,883
|
|
|
15,009
|
|
|||||
Charge-offs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential 1-4 family
|
356
|
|
|
987
|
|
|
1,162
|
|
|
3,183
|
|
|
5,528
|
|
|||||
Home equity line of credit
|
205
|
|
|
196
|
|
|
782
|
|
|
716
|
|
|
1,439
|
|
|||||
Residential land
|
—
|
|
|
81
|
|
|
485
|
|
|
2,808
|
|
|
4,071
|
|
|||||
Total real estate
|
561
|
|
|
1,264
|
|
|
2,429
|
|
|
6,707
|
|
|
11,038
|
|
|||||
Commercial
|
1,074
|
|
|
1,872
|
|
|
3,056
|
|
|
3,606
|
|
|
5,335
|
|
|||||
Consumer
|
4,791
|
|
|
2,414
|
|
|
2,717
|
|
|
2,517
|
|
|
3,117
|
|
|||||
Total charge-offs
|
6,426
|
|
|
5,550
|
|
|
8,202
|
|
|
12,830
|
|
|
19,490
|
|
|||||
Recoveries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential 1-4 family
|
226
|
|
|
1,180
|
|
|
1,881
|
|
|
1,328
|
|
|
110
|
|
|||||
Home equity line of credit
|
80
|
|
|
752
|
|
|
358
|
|
|
108
|
|
|
25
|
|
|||||
Residential land
|
507
|
|
|
469
|
|
|
868
|
|
|
1,443
|
|
|
170
|
|
|||||
Total real estate
|
813
|
|
|
2,401
|
|
|
3,107
|
|
|
2,879
|
|
|
305
|
|
|||||
Commercial
|
2,773
|
|
|
1,636
|
|
|
1,089
|
|
|
649
|
|
|
869
|
|
|||||
Consumer
|
985
|
|
|
889
|
|
|
630
|
|
|
498
|
|
|
567
|
|
|||||
Total recoveries
|
4,571
|
|
|
4,926
|
|
|
4,826
|
|
|
4,026
|
|
|
1,741
|
|
|||||
Allowance for loan losses, December 31
|
$
|
50,038
|
|
|
$
|
45,618
|
|
|
$
|
40,116
|
|
|
$
|
41,985
|
|
|
$
|
37,906
|
|
Ratio of allowance for loan losses to loans receivable held for investment
|
1.08
|
%
|
|
1.03
|
%
|
|
0.97
|
%
|
|
1.11
|
%
|
|
1.03
|
%
|
|||||
Ratio of provision for loan losses during the year to average total loans
|
0.14
|
%
|
|
0.14
|
%
|
|
0.04
|
%
|
|
0.35
|
%
|
|
0.42
|
%
|
|||||
Ratio of net charge-offs during the year to average total loans
|
0.04
|
%
|
|
0.01
|
%
|
|
0.09
|
%
|
|
0.24
|
%
|
|
0.49
|
%
|
December 31
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(dollars in thousands)
|
Allow-ance balance
|
|
Allowance
to loan
receivable
%
|
|
Loan
receivable
% of
total
|
|
Allow-ance balance
|
|
Allowance
to loan receivable % |
|
Loan
receivable % of total |
|
Allow-ance balance
|
|
Allowance
to loan receivable % |
|
Loan
receivable % of total |
||||||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Residential 1-4 family
|
$
|
4,186
|
|
|
0.20
|
|
|
44.8
|
|
|
$
|
4,662
|
|
|
0.23
|
|
|
46.0
|
|
|
$
|
5,534
|
|
|
0.28
|
|
|
48.2
|
|
Commercial real estate
|
11,342
|
|
|
1.64
|
|
|
14.9
|
|
|
8,954
|
|
|
1.68
|
|
|
12.0
|
|
|
5,059
|
|
|
1.15
|
|
|
10.6
|
|
|||
Home equity line of credit
|
7,260
|
|
|
0.86
|
|
|
18.3
|
|
|
6,982
|
|
|
0.85
|
|
|
18.4
|
|
|
5,229
|
|
|
0.71
|
|
|
17.8
|
|
|||
Residential land
|
1,671
|
|
|
9.17
|
|
|
0.4
|
|
|
1,875
|
|
|
11.55
|
|
|
0.4
|
|
|
1,817
|
|
|
11.23
|
|
|
0.4
|
|
|||
Commercial construction
|
4,461
|
|
|
4.43
|
|
|
2.2
|
|
|
5,471
|
|
|
5.67
|
|
|
2.2
|
|
|
2,397
|
|
|
4.60
|
|
|
1.3
|
|
|||
Residential construction
|
13
|
|
|
0.09
|
|
|
0.3
|
|
|
28
|
|
|
0.15
|
|
|
0.4
|
|
|
19
|
|
|
0.15
|
|
|
0.3
|
|
|||
Total real estate
|
28,933
|
|
|
0.77
|
|
|
80.9
|
|
|
27,972
|
|
|
0.79
|
|
|
79.4
|
|
|
20,055
|
|
|
0.61
|
|
|
78.6
|
|
|||
Commercial
|
17,208
|
|
|
2.27
|
|
|
16.4
|
|
|
14,017
|
|
|
1.77
|
|
|
17.8
|
|
|
15,803
|
|
|
2.02
|
|
|
18.8
|
|
|||
Consumer
|
3,897
|
|
|
3.15
|
|
|
2.7
|
|
|
3,629
|
|
|
2.96
|
|
|
2.8
|
|
|
2,367
|
|
|
2.18
|
|
|
2.6
|
|
|||
|
50,038
|
|
|
1.08
|
|
|
100.0
|
|
|
45,618
|
|
|
1.03
|
|
|
100.0
|
|
|
38,225
|
|
|
0.92
|
|
|
100.0
|
|
|||
Unallocated
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
1,891
|
|
|
|
|
|
|
|
|||
Total allowance for loan losses
|
$
|
50,038
|
|
|
|
|
|
|
|
|
$
|
45,618
|
|
|
|
|
|
|
|
|
$
|
40,116
|
|
|
|
|
|
|
|
December 31
|
2012
|
|
2011
|
||||||||||||||||
(dollars in thousands)
|
Allowance balance
|
|
Allowance
to loan
receivable
%
|
|
Loan
receivable
% of
total
|
|
Allowance balance
|
|
Allowance
to loan receivable % |
|
Loan
receivable % of total |
||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Residential 1-4 family
|
$
|
6,068
|
|
|
0.33
|
|
|
49.2
|
|
|
$
|
6,500
|
|
|
0.34
|
|
|
52.2
|
|
Commercial real estate
|
2,965
|
|
|
0.79
|
|
|
9.9
|
|
|
1,688
|
|
|
0.51
|
|
|
9.0
|
|
||
Home equity line of credit
|
4,493
|
|
|
0.71
|
|
|
16.6
|
|
|
4,354
|
|
|
0.81
|
|
|
14.5
|
|
||
Residential land
|
4,275
|
|
|
16.56
|
|
|
0.7
|
|
|
3,795
|
|
|
8.36
|
|
|
1.2
|
|
||
Commercial construction
|
2,023
|
|
|
4.60
|
|
|
1.2
|
|
|
1,888
|
|
|
4.50
|
|
|
1.1
|
|
||
Residential construction
|
9
|
|
|
0.15
|
|
|
0.2
|
|
|
4
|
|
|
0.12
|
|
|
0.1
|
|
||
Total real estate
|
19,833
|
|
|
0.67
|
|
|
77.8
|
|
|
18,229
|
|
|
0.63
|
|
|
78.1
|
|
||
Commercial
|
15,931
|
|
|
2.21
|
|
|
19.0
|
|
|
14,867
|
|
|
2.08
|
|
|
19.4
|
|
||
Consumer
|
4,019
|
|
|
3.32
|
|
|
3.2
|
|
|
3,806
|
|
|
4.08
|
|
|
2.5
|
|
||
|
39,783
|
|
|
1.05
|
|
|
100.0
|
|
|
36,902
|
|
|
1.00
|
|
|
100.0
|
|
||
Unallocated
|
2,202
|
|
|
|
|
|
|
|
|
1,004
|
|
|
|
|
|
|
|
||
Total allowance for loan losses
|
$
|
41,985
|
|
|
|
|
|
|
|
|
$
|
37,906
|
|
|
|
|
|
|
|
|
In 1 year
or less
|
|
After 1 year
through 5 years
|
|
After 5 years
through 10 years
|
|
After
10 years
|
|
Mortgage-Related Securities
|
|
Total
|
||||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and federal agency obligations
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
72
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
213
|
|
Mortgage-related securities - FNMA, FHLMC and GNMA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
611
|
|
|
611
|
|
||||||
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
72
|
|
|
$
|
55
|
|
|
$
|
611
|
|
|
$
|
824
|
|
Weighted average yield
2
|
—
|
%
|
|
1.96
|
%
|
|
2.18
|
%
|
|
2.34
|
%
|
|
2.19
|
%
|
|
2.17
|
%
|
1
|
As of December 31, 2015, no investment exceeded 10% of stockholder's equity.
|
2
|
There are no tax exempt obligations.
|
Years ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
(dollars in thousands)
|
Average
balance
|
|
|
% of
total
deposits
|
|
|
Weighted
average
rate %
|
|
|
Average
balance
|
|
|
% of
total
deposits
|
|
|
Weighted
average
rate %
|
|
|
Average
balance
|
|
|
% of
total
deposits
|
|
|
Weighted
average
rate %
|
|
|||
Interest-bearing deposit liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Savings
|
$
|
1,980,151
|
|
|
58.6
|
%
|
|
0.06
|
%
|
|
$
|
1,879,373
|
|
|
58.3
|
%
|
|
0.06
|
%
|
|
$
|
1,805,363
|
|
|
58.1
|
%
|
|
0.06
|
%
|
Checking
|
782,811
|
|
|
23.2
|
|
|
0.02
|
|
|
738,651
|
|
|
22.9
|
|
|
0.02
|
|
|
665,941
|
|
|
21.4
|
|
|
0.02
|
|
|||
Money market
|
164,568
|
|
|
4.9
|
|
|
0.12
|
|
|
171,889
|
|
|
5.3
|
|
|
0.12
|
|
|
182,343
|
|
|
5.9
|
|
|
0.13
|
|
|||
Certificate
|
449,179
|
|
|
13.3
|
|
|
0.83
|
|
|
434,934
|
|
|
13.5
|
|
|
0.83
|
|
|
454,021
|
|
|
14.6
|
|
|
0.82
|
|
|||
Total interest-bearing deposit liabilities
|
$
|
3,376,709
|
|
|
100.0
|
%
|
|
0.16
|
%
|
|
$
|
3,224,847
|
|
|
100.0
|
%
|
|
0.16
|
%
|
|
$
|
3,107,668
|
|
|
100.0
|
%
|
|
0.16
|
%
|
Total noninterest-bearing demand deposit liabilities
|
1,426,962
|
|
|
|
|
|
|
1,285,964
|
|
|
|
|
|
|
1,179,559
|
|
|
|
|
|
|||||||||
Total deposit liabilities
|
$
|
4,803,671
|
|
|
|
|
|
|
$
|
4,510,811
|
|
|
|
|
|
|
$
|
4,287,227
|
|
|
|
|
|
(in thousands)
|
Amount
|
|
|
Three months or less
|
$
|
18,835
|
|
Greater than three months through six months
|
10,061
|
|
|
Greater than six months through twelve months
|
23,485
|
|
|
Greater than twelve months
|
110,807
|
|
|
|
$
|
163,188
|
|
|
Number of branches
|
|||||||
December 31, 2015
|
Owned
|
|
Leased
|
|
Total
|
|||
Oahu
|
7
|
|
|
32
|
|
|
39
|
|
Maui
|
3
|
|
|
4
|
|
|
7
|
|
Hawaii
|
3
|
|
|
2
|
|
|
5
|
|
Kauai
|
2
|
|
|
2
|
|
|
4
|
|
Molokai
|
—
|
|
|
1
|
|
|
1
|
|
|
15
|
|
|
41
|
|
|
56
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
having to pay certain costs relating to the proposed Merger and the Spin-Off, such as legal, accounting, financial advisor, filing, printing and mailing fees;
|
•
|
having had HEI’s management being focused on the Merger, which may have led, or could lead, to the disruption of HEI’s ongoing business or inconsistencies in its services, standards, controls, procedures and policies, any of which could adversely affect the ability of HEI to maintain relationships with customers, regulators, vendors and employees, or could otherwise adversely affect the business and financial results of HEI, without realizing any of the benefits of having the Merger completed; and
|
•
|
having had HEI’s management focused on the Merger instead of on pursuing other opportunities that could be beneficial to HEI, without realizing any of the benefits of having the Merger completed.
|
•
|
the complexities associated with integrating HEI and its utility business, while at the same time continuing to provide consistent, high quality services;
|
•
|
the additional complexities of integrating a company with different core services, markets and customers;
|
•
|
the inability to retain key employees;
|
•
|
unknown liabilities and unforeseen expenses, delays or onerous regulatory conditions associated with the Merger; and
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger and integrating HEI’s utility business.
|
•
|
the provisions of an HEI agreement with the PUC, which could limit the ability of HEI’s principal electric public utility subsidiary, Hawaiian Electric, to pay dividends to HEI in the event that the consolidated common stock equity of the Utilities falls below 35% of total capitalization of the electric utilities;
|
•
|
the provisions of an HEI agreement entered into with federal bank regulators in connection with its acquisition of its bank subsidiary, ASB, which require HEI to contribute additional capital to ASB (up to a maximum amount of additional capital of $28.3 million as of December 31, 2015) upon request of the regulators in order to maintain ASB’s regulatory capital at the level required by regulation;
|
•
|
the minimum capital and capital distribution regulations of the OCC that are applicable to ASB and capital regulations that become applicable to HEI and ASB Hawaii;
|
•
|
the receipt of a letter of non-objection or prior approval from the OCC and FRB to the payment of any dividend ASB proposes to declare and pay to ASB Hawaii and HEI; and
|
•
|
the provisions of preferred stock resolutions and debt instruments of HEI and its subsidiaries.
|
•
|
ASB, one of the largest financial institutions in the state, is in direct competition for deposits and loans not only with two larger institutions that have substantial capital, technology and marketing resources, but also with smaller Hawaii institutions and other U.S. institutions, including credit unions, mutual funds, mortgage brokers, finance companies and investment banking firms. Larger financial institutions may have greater access to capital at lower costs, which could impair ASB’s ability to compete effectively. Significant advances in technology could render the operations of ASB less competitive or obsolete.
|
•
|
The Utilities face competition from IPPs; customer self-generation, with or without cogeneration; customer energy storage; and the potential formation of community-based, cooperative ownership structures for electrical service on the neighbor islands. With the exception of certain identified projects, the Utilities are required to use competitive bidding to acquire a future generation resource unless the PUC finds competitive bidding to be unsuitable. The PUC set policies for distributed generation (DG) interconnection agreements and standby rates, and established conditions under which electric utilities can provide DG services on customer-owned sites as a regulated service. The results of competitive bidding, competition from IPPs, customer self-generation, and potential cooperative ownership structures for electric utility service, and the rate at which technological developments facilitating nonutility generation of electricity and customer energy storage occur may adversely affect the Utilities and the results of their operations.
|
•
|
New technological developments, such as the commercial development of energy storage and microgrids, may render the operations of the Utilities less competitive or outdated.
|
•
|
local, regional, national and other economic and political conditions that could result in declines in employment and real estate values, which in turn could adversely affect the ability of borrowers to make loan payments and the ability of ASB to recover the full amounts owing to it under defaulted loans;
|
•
|
the ability of borrowers to obtain insurance and the ability of ASB to place insurance where borrowers fail to do so, particularly in the event of catastrophic damage to collateral securing loans made by ASB;
|
•
|
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 profiles and asset quality, which may increase or decrease the required level of allowance for loan losses;
|
•
|
technological disruptions affecting ASB’s operations or financial or operational difficulties experienced by any outside vendor on whom ASB relies to provide key components of its business operations, such as business processing, network access or internet connections;
|
•
|
the impact of legislative and regulatory changes, including changes affecting capital requirements, increasing oversight of and reporting by banks, or affecting the lending programs or other business activities of ASB;
|
•
|
additional legislative changes regulating the assessment of overdraft, interchange and credit card fees, which can have a negative impact on noninterest income;
|
•
|
public opinion about ASB and financial institutions in general, which, if negative, could impact the public’s trust and confidence in ASB and adversely affect ASB’s ability to attract and retain customers and expose ASB to adverse legal and regulatory consequences;
|
•
|
increases in operating costs (including employee compensation expense and benefits and regulatory compliance costs), inflation and other factors, that exceed increases in ASB’ s net interest, fee and other income; and
|
•
|
the ability of ASB to maintain or increase the level of deposits, ASB’s lowest costing funds.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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
|
||||
October 1 to 31, 2015
|
17,262
|
|
|
$
|
29.34
|
|
—
|
|
|
NA
|
November 1 to 30, 2015
|
13,883
|
|
|
$
|
28.71
|
|
—
|
|
|
NA
|
December 1 to 31, 2015
|
240,274
|
|
|
$
|
28.35
|
|
—
|
|
|
NA
|
Quarters ended
|
2015
|
|
|
2014
|
|
||
March 31
|
$
|
22,601,504
|
|
|
$
|
22,706,842
|
|
June 30
|
22,601,504
|
|
|
21,539,126
|
|
||
September 30
|
22,601,504
|
|
|
22,122,984
|
|
||
December 31
|
22,601,503
|
|
|
22,122,984
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Selected Financial Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Hawaiian Electric Industries, Inc. and Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
(dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
2,602,982
|
|
|
$
|
3,239,542
|
|
|
$
|
3,238,470
|
|
|
$
|
3,374,995
|
|
|
$
|
3,242,335
|
|
Net income for common stock
|
$
|
159,877
|
|
|
$
|
168,129
|
|
|
$
|
161,709
|
|
|
$
|
138,705
|
|
|
$
|
137,808
|
|
Basic earnings per common share
|
$
|
1.50
|
|
|
$
|
1.65
|
|
|
$
|
1.63
|
|
|
$
|
1.43
|
|
|
$
|
1.44
|
|
Diluted earnings per common share
|
$
|
1.50
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
1.42
|
|
|
$
|
1.44
|
|
Return on average common equity
|
8.6
|
%
|
|
9.6
|
%
|
|
9.7
|
%
|
|
8.9
|
%
|
|
9.2
|
%
|
|||||
Financial position *
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
11,790,196
|
|
|
$
|
11,185,142
|
|
|
$
|
10,340,906
|
|
|
$
|
10,150,055
|
|
|
$
|
9,595,310
|
|
Deposit liabilities
|
5,025,254
|
|
|
4,623,415
|
|
|
4,372,477
|
|
|
4,229,916
|
|
|
4,070,032
|
|
|||||
Other bank borrowings
|
328,582
|
|
|
290,656
|
|
|
244,514
|
|
|
195,926
|
|
|
233,229
|
|
|||||
Long-term debt, net
|
1,586,546
|
|
|
1,506,546
|
|
|
1,492,945
|
|
|
1,422,872
|
|
|
1,340,070
|
|
|||||
Preferred stock of subsidiaries – not subject to mandatory redemption
|
34,293
|
|
|
34,293
|
|
|
34,293
|
|
|
34,293
|
|
|
34,293
|
|
|||||
Common stock equity
|
1,927,640
|
|
|
1,790,573
|
|
|
1,726,406
|
|
|
1,593,008
|
|
|
1,527,802
|
|
|||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per common share *
|
$
|
17.94
|
|
|
$
|
17.46
|
|
|
$
|
17.05
|
|
|
$
|
16.27
|
|
|
$
|
15.91
|
|
Market price per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
34.86
|
|
|
35.00
|
|
|
28.30
|
|
|
29.24
|
|
|
26.79
|
|
|||||
Low
|
27.02
|
|
|
22.71
|
|
|
23.84
|
|
|
23.65
|
|
|
20.59
|
|
|||||
December 31
|
28.95
|
|
|
33.48
|
|
|
26.06
|
|
|
25.14
|
|
|
26.48
|
|
|||||
Dividends per common share
|
1.24
|
|
|
1.24
|
|
|
1.24
|
|
|
1.24
|
|
|
1.24
|
|
|||||
Dividend payout ratio
|
82
|
%
|
|
75
|
%
|
|
76
|
%
|
|
87
|
%
|
|
86
|
%
|
|||||
Market price to book value per common share *
|
161
|
%
|
|
192
|
%
|
|
153
|
%
|
|
155
|
%
|
|
166
|
%
|
|||||
Price earnings ratio **
|
19.3x
|
|
|
20.3
|
x
|
|
16.0
|
x
|
|
17.6
|
x
|
|
18.4
|
x
|
|||||
Common shares outstanding (thousands) *
|
107,460
|
|
|
102,565
|
|
|
101,260
|
|
|
97,928
|
|
|
96,038
|
|
|||||
Weighted-average
|
106,418
|
|
|
101,968
|
|
|
98,968
|
|
|
96,908
|
|
|
95,510
|
|
|||||
Shareholders ***
|
27,927
|
|
|
29,415
|
|
|
30,653
|
|
|
31,349
|
|
|
32,004
|
|
|||||
Employees *
|
3,918
|
|
|
3,965
|
|
|
3,966
|
|
|
3,870
|
|
|
3,654
|
|
*
|
At December 31.
|
**
|
Calculated using December 31 market price per common share divided by basic earnings per common share. The principal trading market for HEI’s common stock is the New York Stock Exchange (NYSE).
|
***
|
At December 31. Represents registered shareholders plus participants in the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP) who are not registered shareholders. As of February 12, 2016, HEI had 6,885 registered shareholders (i.e., holders of record of HEI common stock), 24,611 DRIP participants and total shareholders of 27,829.
|
Years ended December 31
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
(in thousands)
|
|
|
|
|
|
||||||||||
Results of operations
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,335,166
|
|
$
|
2,987,323
|
|
$
|
2,980,172
|
|
$
|
3,109,439
|
|
$
|
2,978,690
|
|
Net income for common stock
|
135,714
|
|
137,641
|
|
122,929
|
|
99,276
|
|
99,986
|
|
|||||
|
|
|
|
|
|
||||||||||
Financial position *
|
|
|
|
|
|
||||||||||
Utility plant
|
$
|
6,543,799
|
|
$
|
6,220,397
|
|
$
|
5,896,991
|
|
$
|
5,567,346
|
|
$
|
5,242,379
|
|
Accumulated depreciation
|
(2,266,004
|
)
|
(2,175,510
|
)
|
(2,111,229
|
)
|
(2,040,789
|
)
|
(1,966,894
|
)
|
|||||
Net utility plant
|
$
|
4,277,795
|
|
$
|
4,044,887
|
|
$
|
3,785,762
|
|
$
|
3,526,557
|
|
$
|
3,275,485
|
|
Total assets
|
$
|
5,680,054
|
|
$
|
5,557,542
|
|
$
|
5,066,427
|
|
$
|
5,108,793
|
|
$
|
4,674,007
|
|
Current portion of long-term debt
|
$
|
—
|
|
$
|
—
|
|
$
|
11,400
|
|
$
|
—
|
|
$
|
57,500
|
|
Long-term debt, net
|
1,286,546
|
|
1,206,546
|
|
1,206,545
|
|
1,147,872
|
|
1,000,570
|
|
|||||
Common stock equity
|
1,728,325
|
|
1,682,144
|
|
1,593,564
|
|
1,472,136
|
|
1,402,841
|
|
|||||
Cumulative preferred stock-not
subject to mandatory redemption
|
34,293
|
|
34,293
|
|
34,293
|
|
34,293
|
|
34,293
|
|
|||||
Capital structure
|
$
|
3,049,164
|
|
$
|
2,922,983
|
|
$
|
2,845,802
|
|
$
|
2,654,301
|
|
$
|
2,495,204
|
|
Capital structure ratios (%)
|
|
|
|
|
|
||||||||||
Debt (short-term debt, which is nil, and long-term debt, net, including current portion)
|
42.2
|
|
41.3
|
|
42.8
|
|
43.2
|
|
42.4
|
|
|||||
Cumulative preferred stock
|
1.1
|
|
1.2
|
|
1.2
|
|
1.3
|
|
1.4
|
|
|||||
Common stock equity
|
56.7
|
|
57.5
|
|
56
|
|
55.5
|
|
56.2
|
|
*
|
At December 31.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
HEI Consolidated
|
(dollars in millions, except per share amounts)
|
2015
|
|
|
% change
|
|
|
2014
|
|
|
% change
|
|
|
2013
|
|
|||
Revenues
|
$
|
2,603
|
|
|
(20
|
)
|
|
$
|
3,240
|
|
|
—
|
|
|
$
|
3,238
|
|
Operating income
|
323
|
|
|
(3
|
)
|
|
333
|
|
|
5
|
|
|
318
|
|
|||
Net income for common stock
|
160
|
|
|
(5
|
)
|
|
168
|
|
|
4
|
|
|
162
|
|
|||
Net income (loss) by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electric utility
|
$
|
136
|
|
|
(1
|
)
|
|
$
|
138
|
|
|
12
|
|
|
$
|
123
|
|
Bank
|
55
|
|
|
7
|
|
|
51
|
|
|
(11
|
)
|
|
58
|
|
|||
Other
|
(31
|
)
|
|
NM
|
|
|
(21
|
)
|
|
NM
|
|
|
(19
|
)
|
|||
Net income for common stock
|
$
|
160
|
|
|
(5
|
)
|
|
$
|
168
|
|
|
4
|
|
|
$
|
162
|
|
Basic earnings per share
|
$
|
1.50
|
|
|
(9
|
)
|
|
$
|
1.65
|
|
|
1
|
|
|
$
|
1.63
|
|
Diluted earnings per share
|
$
|
1.50
|
|
|
(8
|
)
|
|
$
|
1.63
|
|
|
1
|
|
|
$
|
1.62
|
|
Dividends per share
|
$
|
1.24
|
|
|
—
|
|
|
$
|
1.24
|
|
|
—
|
|
|
$
|
1.24
|
|
Weighted-average number of common shares outstanding (millions)
|
106.4
|
|
|
4
|
|
|
102.0
|
|
|
3
|
|
|
99.0
|
|
|||
Dividend payout ratio
|
82
|
%
|
|
|
|
|
75
|
%
|
|
|
|
|
76
|
%
|
NM
|
Not meaningful.
|
|
AOCI debit/(credit), net of taxes (benefits), related to
retirement benefits liability
|
|
Retirement benefits expense,
net of tax benefits
|
|
Retirement benefits paid
and plan expenses
|
||||||||||||||||||||||||||||||
|
December 31
|
|
Years ended December 31
|
|
Years ended December 31
|
||||||||||||||||||||||||||||||
(in millions)
|
2015
|
|
|
2014
|
|
|
(Estimated)
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||||||
Consolidated HEI
|
$
|
24
|
|
|
$
|
28
|
|
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
20
|
|
|
$
|
21
|
|
|
$
|
76
|
|
|
$
|
71
|
|
|
$
|
70
|
|
Consolidated Hawaiian Electric
|
(1
|
)
|
|
—
|
|
|
18
|
|
|
18
|
|
|
19
|
|
|
18
|
|
|
71
|
|
|
66
|
|
|
65
|
|
Actuarial assumption
|
Change in assumption
in basis points
|
Impact on HEI Consolidated
PBO or APBO
|
|
Impact on Consolidated Hawaiian Electric
PBO or APBO
|
(dollars in millions)
|
|
|
|
|
Pension benefits
|
|
|
|
|
Discount rate
|
'
+/- 50
|
$(129)/$146
|
|
$(119)/$135
|
Other benefits
|
|
|
|
|
Discount rate
|
'
+/- 50
|
(14)/16
|
|
(14)/15
|
Health care cost trend rate
|
'
+/- 100
|
4/(4)
|
|
4/(4)
|
NM
|
Not meaningful.
|
December 31
|
2015
|
|
2014
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||
Short-term borrowings—other than bank
|
$
|
103
|
|
|
3
|
%
|
|
$
|
119
|
|
|
3
|
%
|
Long-term debt, net—other than bank
|
1,587
|
|
|
43
|
|
|
1,506
|
|
|
44
|
|
||
Preferred stock of subsidiaries
|
34
|
|
|
1
|
|
|
34
|
|
|
1
|
|
||
Common stock equity
|
1,928
|
|
|
53
|
|
|
1,791
|
|
|
52
|
|
||
|
$
|
3,652
|
|
|
100
|
%
|
|
$
|
3,450
|
|
|
100
|
%
|
|
Year ended
December 31, 2015
|
|
|
||||||||
(in millions)
|
Average
balance
|
|
End-of-period
balance
|
|
December 31,
2014
|
||||||
Short-term borrowings
1
|
|
|
|
|
|
||||||
Commercial paper
|
$
|
58
|
|
|
$
|
103
|
|
|
$
|
119
|
|
Line of credit draws
|
—
|
|
|
—
|
|
|
—
|
|
|||
Undrawn capacity under HEI’s line of credit facility
|
150
|
|
|
150
|
|
|
150
|
|
1
|
This table does not include Hawaiian Electric’s separate commercial paper issuances and line of credit facilities and draws, which are disclosed below under “Electric utility—Financial Condition—Liquidity and capital resources.” At February 12, 2016, HEI’s outstanding commercial paper balance was $95 million and its line of credit facility was undrawn. The maximum amount of HEI’s short-term borrowings in 2015 was $134 million.
|
December 31, 2015
|
|
||||||||||||||||||
(in millions)
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment in qualifying affordable housing projects
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Time certificates
|
197
|
|
|
137
|
|
|
138
|
|
|
3
|
|
|
475
|
|
|||||
Other bank borrowings
|
215
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
329
|
|
|||||
Long-term debt
|
75
|
|
|
175
|
|
|
96
|
|
|
1,241
|
|
|
1,587
|
|
|||||
Interest on certificates of deposit, other bank borrowings and long-term debt
|
80
|
|
|
148
|
|
|
138
|
|
|
798
|
|
|
1,164
|
|
|||||
Operating leases, service bureau contract, maintenance and ASB construction-related agreements
|
35
|
|
|
43
|
|
|
26
|
|
|
29
|
|
|
133
|
|
|||||
Hawaiian Electric open purchase order obligations
1
|
89
|
|
|
12
|
|
|
2
|
|
|
1
|
|
|
104
|
|
|||||
Hawaiian Electric fuel oil purchase obligations (estimate based on December 31, 2015 fuel oil prices)
|
245
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|||||
Hawaiian Electric power purchase obligations–minimum fixed capacity charges
|
107
|
|
|
190
|
|
|
194
|
|
|
497
|
|
|
988
|
|
|||||
Liabilities for uncertain tax positions
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Total (estimated)
|
$
|
1,049
|
|
|
$
|
831
|
|
|
$
|
594
|
|
|
$
|
2,569
|
|
|
$
|
5,043
|
|
1
|
Includes contractual obligations and commitments for capital expenditures and expense amounts.
|
1.
|
obligations under guarantee contracts,
|
2.
|
retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support to that entity for such assets,
|
3.
|
obligations under derivative instruments, and
|
4.
|
obligations under a material variable interest held by the Company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or engages in leasing, hedging or research and development services with the Company.
|
Electric utility
|
%
|
|
Return on rate base (RORB)*
|
|
ROACE**
|
|
Rate-making ROACE***
|
|||||||||||||||||||||
Year ended December 31, 2015
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|||||||||
Utility returns
|
|
7.39
|
|
|
6.58
|
|
|
7.19
|
|
|
8.02
|
|
|
7.22
|
|
|
8.52
|
|
|
9.20
|
|
|
7.49
|
|
|
8.76
|
|
PUC-allowed returns
|
|
8.11
|
|
|
8.31
|
|
|
7.34
|
|
|
10.00
|
|
|
10.00
|
|
|
9.00
|
|
|
10.00
|
|
|
10.00
|
|
|
9.00
|
|
Difference
|
|
(0.72
|
)
|
|
(1.73
|
)
|
|
(0.15
|
)
|
|
(1.98
|
)
|
|
(2.78
|
)
|
|
(0.48
|
)
|
|
(0.80
|
)
|
|
(2.51
|
)
|
|
(0.24
|
)
|
•
|
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 modification to the RBA interest rate per the PUC's February 2014 decision on decoupling (as discussed in Note 4 of the Consolidated Financial Statements), and
|
•
|
2015 vs. 2014
|
2015
|
|
2014
|
|
Increase (decrease)
|
|
(dollars in millions, except per barrel amounts)
|
||||||||||
$
|
2,335
|
|
|
$
|
2,987
|
|
|
$
|
(652
|
)
|
|
|
|
|
Revenues.
Decrease largely due to:
|
|
|
|
|
|
|
|
|
$
|
(520
|
)
|
|
lower fuel prices
|
|||||
|
|
|
|
|
|
|
(134
|
)
|
|
lower purchased power energy costs
|
||||||
|
|
|
|
|
|
|
2
|
|
|
higher KWH purchased
|
||||||
655
|
|
|
1,132
|
|
|
(477
|
)
|
|
|
|
|
Fuel oil expense.
Decrease largely due to lower fuel costs and lower KWH generated
|
||||
594
|
|
|
722
|
|
|
(128
|
)
|
|
|
|
|
Purchased power expense.
Decrease due to lower purchased power energy
prices offset by higher KWH purchased |
||||
413
|
|
|
411
|
|
|
2
|
|
|
|
|
|
Operation and maintenance expense
. Net increase due to:
|
||||
|
|
|
|
|
|
|
5
|
|
|
ERP software costs write off resulting from PUC ERP/EAM decision
|
||||||
|
|
|
|
|
|
|
4
|
|
|
additional reserves for environmental costs
1
|
||||||
|
|
|
|
|
|
3
|
|
|
higher employee benefit costs
|
|||||||
|
|
|
|
|
|
(9
|
)
|
|
higher 2014 smart grid initial phase costs
|
|||||||
399
|
|
|
447
|
|
|
(48
|
)
|
|
|
|
|
Other expenses
. Decrease in revenue taxes due to lower revenue offset by higher
depreciation expense for plant investments
|
||||
274
|
|
|
276
|
|
|
(2
|
)
|
|
|
|
|
Operating income.
Decrease due to lower revenues
|
||||
136
|
|
|
138
|
|
|
(2
|
)
|
|
|
|
|
Net income for common stock.
Decrease due to lower operating income
|
||||
8.0
|
%
|
|
8.4
|
%
|
|
(0.4
|
)%
|
|
|
|
Return on average common equity
|
|||||
74.71
|
|
|
129.65
|
|
|
(54.94
|
)
|
|
|
|
Average fuel oil cost per barrel
2
|
|||||
8,957
|
|
|
8,976
|
|
|
(19
|
)
|
|
|
|
Kilowatthour sales (millions)
3
|
|||||
5,082
|
|
|
4,909
|
|
|
173
|
|
|
|
|
Cooling degree days (Oahu)
|
|||||
2,727
|
|
|
2,759
|
|
|
(32
|
)
|
|
|
|
Number of employees (at December 31)
|
•
|
2014 vs. 2013
|
2014
|
|
2013
|
|
Increase (decrease)
|
|
(dollars in millions, except per barrel amounts)
|
||||||||||
$
|
2,987
|
|
|
$
|
2,980
|
|
|
$
|
7
|
|
|
|
|
|
Revenues.
Increase largely due to:
|
|
|
|
|
|
|
|
|
$
|
52
|
|
|
higher rate base and O&M RAM
|
|||||
|
|
|
|
|
|
|
8
|
|
|
higher purchased power costs
|
||||||
|
|
|
|
|
|
|
5
|
|
|
Maui Electric refund in 2013 due to final 2012 rate case decision
|
||||||
|
|
|
|
|
|
(32
|
)
|
|
lower KWH generated
|
|||||||
|
|
|
|
|
|
(28
|
)
|
|
lower fuel prices
|
|||||||
1,132
|
|
|
1,186
|
|
|
(54
|
)
|
|
|
|
|
Fuel oil expense.
Decrease largely due to lower KWHs generated and lower fuel costs
|
||||
722
|
|
|
711
|
|
|
11
|
|
|
|
|
|
Purchased power expense.
Increase due to higher KWHs purchased as a result of decreased availability of AES in 2013 and expanded capacity of HPower in 2014, partly offset by lower purchased energy costs due to lower fuel prices
|
||||
411
|
|
|
403
|
|
|
8
|
|
|
|
|
|
Operation and maintenance expense
. Increase largely due to:
|
||||
|
|
|
|
|
|
|
8
|
|
|
smart grid initial phase
|
||||||
|
|
|
|
|
|
|
8
|
|
|
consultant costs associated with energy transformation plans
|
||||||
|
|
|
|
|
|
4
|
|
|
storm restoration
|
|||||||
|
|
|
|
|
|
4
|
|
|
customer information system upgrade
|
|||||||
|
|
|
|
|
|
(9
|
)
|
|
lower customer service costs that were elevated in 2013 during the stabilization period for the new customer information system
|
|||||||
|
|
|
|
|
|
(5
|
)
|
|
lower overhaul costs due to reduced scope of overhauls
|
|||||||
|
|
|
|
|
|
(5
|
)
|
|
lower production costs due to deactivation of HPP
|
|||||||
447
|
|
|
435
|
|
|
12
|
|
|
|
|
|
Other expenses
. Increase primarily due to depreciation expense for plant investments
|
||||
276
|
|
|
246
|
|
|
30
|
|
|
|
|
|
Operating income.
Increase due to higher revenues and a decrease in overall expenses
|
||||
138
|
|
|
123
|
|
|
15
|
|
|
|
|
|
Net income for common stock.
Increase due to higher operating income
|
||||
8.4
|
%
|
|
8.0
|
%
|
|
0.4
|
%
|
|
|
|
Return on average common equity
|
|||||
129.65
|
|
|
131.10
|
|
|
(1.45
|
)
|
|
|
|
Average fuel oil cost per barrel
2
|
|||||
8,976
|
|
|
9,070
|
|
|
(94
|
)
|
|
|
|
Kilowatthour sales (millions)
3
|
|||||
4,909
|
|
|
4,506
|
|
|
403
|
|
|
|
|
Cooling degree days (Oahu)
|
|||||
2,759
|
|
|
2,764
|
|
|
(5
|
)
|
|
|
|
Number of employees (at December 31)
|
1
|
Costs to complete Waiau Power Plant's onshore and offshore investigations and the remediation of PCB contamination in the offshore sediment.
|
2
|
The rate schedules of the electric utilities currently contain energy cost adjustment clauses (ECACs) through which changes in fuel oil prices and certain components of purchased energy costs are passed on to customers.
|
3
|
KWH sales were lower in 2015 and 2014 when compared to the prior year due largely to continued energy efficiency and conservation efforts by customers and increasing levels of customer-sited renewable generation.
|
Test year
(dollars in millions)
|
|
Date
(filed/
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2016
(5)
|
|
6/17/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maui Electric
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2012
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
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
|
|
|
|
||
2015
(7)
|
|
12/30/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 the decoupling mechanism and began tracking the target revenues and actual recorded revenues via a revenue balancing account. Hawaii Electric Light also reset the heat rates and implemented heat rate deadbands and the PPAC, which provides a surcharge mechanism that more closely aligns cost recovery with costs incurred. The revised tariffs reflect a lower increase in annual revenue requirement compared to the interim increase due to factors that became effective concurrently with the revised tariffs (lower depreciation rates and lower ROACE) and therefore, no refund to customers was required.
|
(5)
|
See “Hawaii Electric Light 2016 test year rate case” below.
|
(6)
|
Maui Electric’s request was to pay for O&M expenses and additional investments in plant and equipment required to maintain and improve system reliability and to cover the increased costs to support the integration of more renewable energy generation. See discussion on final D&O, including the refund to customers in September and October 2013 required as a result of the final D&O, in Note
4
of the Consolidated Financial Statements.
|
(7)
|
See “Maui Electric 2015 test year rate case” below.
|
•
|
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, ordering 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.
|
•
|
In May 2012, Hawaii Electric Light signed a PPA, which the PUC approved in December 2013, with Hu Honua Bioenergy, LLC (Hu Honua) for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii. Per the terms of the PPA, the Hu Honua plant was scheduled to be in service in 2016. However, Hu Honua encountered construction delays, has failed to meet its current obligations under the PPA and failed to provide adequate assurances that it can perform or has the financial means to perform. Absent compelling changes in circumstances, Hawaii Electric Light currently intends to terminate the PPA effective March 1, 2016.
|
•
|
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. Bids were received in January 2015, and in February 2015, Ormat Technologies, Inc. was selected to provide 25 MW of additional geothermal energy, subject to successful contract negotiations and PUC approval of the final agreement. In February 2016, Hawaii Electric Light provided the PUC with a status update notifying the PUC that the selected bidder had determined the proposed project was not economically and financially viable, resulting in conclusion of PPA negotiations.
|
•
|
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. An application for PUC approval of an amendment to the PPA was filed in April 2014.
|
•
|
In August 2012, the PUC approved a waiver from the competitive bidding framework 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. In September 2015, the PUC approved Hawaiian Electric's application with conditions and limitations. See "Schofield Generating Station Project" in Note 4 of the Consolidated Financial Statement.
|
•
|
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. The parties did not execute a PPA by the PUC deadline. In September 2015, Anaergia Services, Maui Energy park and Maui Resource Recovery Facility filed a Petition for Declaratory Order, asking the PUC to find that Hawaiian Electric and Maui Electric have violated Hawaii state law and clear legislative policy by wrongfully refusing and failing to forward several bona fide requests for preferential rates for the purchase of firm renewable energy produced in conjunction with agricultural activities to the PUC for approval.
|
•
|
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 the Kahe Power Plant; however, in January 2016, Hawaiian Electric terminated the contract due to Hawaii BioEnergy’s inability to meet its contractual obligations/milestones.
|
•
|
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 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 December 2014, the PUC approved both the waiver request and the PPA.
|
•
|
In July 2015, the PUC issued orders approving (with conditions) four PPAs for a combined 137 MW of solar projects. Hawaiian Electric expects to manage curtailment levels of these projects. In August 2015, the PUC issued orders denying Hawaiian Electric’s applications to approve three other solar projects. In January 2016, two of the four approved projects received notices of default from Hawaiian Electric for failure to meet guaranteed project milestones, and in February 2016 a third project received a notice of failure to meet a substantial commitment milestone. On January 28, 2016, the PUC reopened proceedings for the three projects requesting Hawaiian Electric to file a status report. On February 12, 2016, Hawaiian Electric filed updates with the PUC regarding the status of the projects. On this same day, Hawaiian Electric terminated these three PPAs totaling 109.6 MW of the four approved PPAs totaling 137 MW. The developer of the terminated PPAs and the Consumer Advocate have until February 23, 2016 to file a response with the PUC regarding Hawaiian Electric’s status report.
|
•
|
In July 2015, Maui Electric signed two PPAs, with Kuia Solar and South Maui Renewable Resources, each for a 2.87-MW solar facility. In February 2016, the PUC approved both PPAs, subject to certain conditions and modifications.
|
•
|
In September 2015, the PUC approved Hawaiian Electric’s 2-year biodiesel supply contract with Pacific Biodiesel Technologies, LLC to supply 2 million to 3 million gallons of biodiesel at CIP CT-1 and the Honolulu International Airport Emergency Power Facility beginning in November 2015. Renewable Energy Group has supplied 3 million to 7 million gallons per year to CIP CT-1 under its contract with Hawaiian Electric originally set to expire November 2015. The contract has been extended from November 2015 to November 2016 as a contingency supply contract with no volume purchase requirements.
|
•
|
In October 2015, the Utilities filed with the PUC a proposal for a Community-Based Renewable Energy program and tariff that would allow customers who cannot, or chose not to, take advantage of rooftop solar to receive the benefits of renewable energy to help offset their monthly electric bills and support clean energy for Hawaii. In November 2015, the PUC suspended the filing and opened a docket to investigate the matter.
|
•
|
The Utilities began accepting energy from feed-in tariff projects in 2011. As of December 31, 2015, there were 14 MW, 3 MW and 4 MW of installed feed-in tariff capacity from renewable energy technologies at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively.
|
•
|
As of December 31, 2015, there were approximately 258 MW, 60 MW and 64 MW of installed NEM capacity from renewable energy technologies (mainly PV) at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively.
|
December 31
|
2015
|
|
2014
|
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||
Long-term debt, net
|
$
|
1,287
|
|
|
42
|
%
|
|
$
|
1,207
|
|
|
41
|
%
|
Preferred stock
|
34
|
|
|
1
|
|
|
34
|
|
|
1
|
|
||
Common stock equity
|
1,728
|
|
|
57
|
|
|
1,682
|
|
|
58
|
|
||
|
$
|
3,049
|
|
|
100
|
%
|
|
$
|
2,923
|
|
|
100
|
%
|
|
Year ended
December 31, 2015
|
|
|
||||||||
(in millions)
|
Average
balance
|
|
End-of-period
balance
|
|
December 31,
2014
|
||||||
Short-term borrowings
1
|
|
|
|
|
|
||||||
Commercial paper
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Line of credit draws
|
—
|
|
|
—
|
|
|
—
|
|
|||
Borrowings from HEI
|
—
|
|
|
—
|
|
|
—
|
|
|||
Undrawn capacity under line of credit facility
|
200
|
|
|
200
|
|
|
200
|
|
1
|
The maximum amount of external short-term borrowings in 2015 was $126 million. At December 31, 2015, Hawaiian Electric had short-term borrowings from Hawaii Electric Light and Maui Electric of $15.5 million and $7.5 million, respectively, which intercompany borrowings are eliminated in consolidation. At February 12, 2016, Hawaiian Electric had $61 million of outstanding commercial paper, its line of credit facility was undrawn, it had no borrowings from HEI and it had short-term borrowings from Hawaii Electric Light and Maui Electric of $5.5 million and $1.5 million, respectively.
|
December 31, 2015
|
Payments due by period
|
||||||||||||||||||
(in millions)
|
Less than 1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
96
|
|
|
$
|
1,141
|
|
|
$
|
1,287
|
|
Interest on long-term debt
|
64
|
|
|
128
|
|
|
126
|
|
|
793
|
|
|
1,111
|
|
|||||
Operating leases
|
8
|
|
|
10
|
|
|
6
|
|
|
10
|
|
|
34
|
|
|||||
Open purchase order obligations ¹
|
89
|
|
|
12
|
|
|
2
|
|
|
1
|
|
|
104
|
|
|||||
Fuel oil purchase obligations (estimate based on December 31, 2015 fuel oil prices)
|
245
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|||||
Purchase power obligations-minimum fixed capacity charges
|
107
|
|
|
190
|
|
|
194
|
|
|
497
|
|
|
988
|
|
|||||
Liabilities for uncertain tax positions
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Total (estimated)
|
$
|
513
|
|
|
$
|
398
|
|
|
$
|
424
|
|
|
$
|
2,442
|
|
|
$
|
3,777
|
|
Bank
|
1.
|
attracting and retaining low-cost, core deposits, particularly those in non-interest bearing transaction accounts;
|
2.
|
reducing the overall exposure to fixed-rate residential mortgage loans and diversifying the loan portfolio with higher-spread, shorter-maturity loans and/or variable-rate loans such as commercial, commercial real estate and consumer loans;
|
3.
|
managing costing liabilities to optimize cost of funds and manage interest rate sensitivity; and
|
4.
|
focusing new investments on shorter duration or variable rate securities.
|
•
|
2015 vs. 2014
|
(in millions)
|
|
2015
|
|
2014
|
|
Increase
(decrease)
|
|
Primary reason(s)
|
||||||
Interest income
|
|
$
|
200
|
|
|
$
|
191
|
|
|
$
|
9
|
|
|
The impact of higher average earning asset balances was partly offset by lower yields on earning assets. ASB’s average loan portfolio balance for 2015 was $213 million higher than 2014 as the average commercial real estate, residential, HELOC and commercial loan balances increased by $111 million, $40 million, $37 million and $15 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix targets and loan growth strategy. The loan portfolio yield continued to be impacted by the interest rate environment as new loan production yields were lower than the average portfolio yield. The average investment and mortgage-related securities portfolio balance increased by $150 million as ASB purchased investments with liquidity in excess of loan growth funding.
|
Noninterest income
|
|
67
|
|
|
61
|
|
|
6
|
|
|
Higher noninterest income was due to an increase in gain on sale of loans as loan sales increased by $119 million as a result of ASB's decision to sell a larger portion of its low rate residential loan production, higher deposit related fee initiatives and gains on sales of real estate and mortgage servicing rights. 2014 noninterest income included the gain on sale of the municipal bond portfolio with no similar security sales in 2015.
|
|||
Revenues
|
|
267
|
|
|
252
|
|
|
15
|
|
|
|
|||
Interest expense
|
|
12
|
|
|
11
|
|
|
1
|
|
|
Higher interest expense was due to an increase in average interest-bearing liabilities. Average deposit balances for 2015 increased by $293 million compared to 2014 due to an increase in core deposits and term certificates of $279 million and $14 million, respectively. The other borrowings average balance increased by $64 million due to an increase in public repurchase agreements.
|
|||
Provision for loan losses
|
|
6
|
|
|
6
|
|
|
—
|
|
|
The provision for loan losses for 2015 and 2014 were used primarily to establish loan loss reserves for the growth in the loan portfolio and cover net loan charge-offs. The provision for loan losses in 2015 also included higher reserve levels for the commercial loan portfolio.
|
|||
Noninterest expense
|
|
166
|
|
|
156
|
|
|
10
|
|
|
Higher noninterest expense was primarily due to higher compensation and benefits expense as a result of an increase in retail delivery compensation cost, higher performance-based incentive cost and higher benefits expenses related to the frozen defined benefit plan and medical insurance premium costs.
|
|||
Expenses
|
|
184
|
|
|
173
|
|
|
11
|
|
|
|
|||
Operating income
|
|
83
|
|
|
79
|
|
|
4
|
|
|
Higher interest and noninterest income, partly offset by higher noninterest expenses.
|
|||
Net income
|
|
55
|
|
|
51
|
|
|
4
|
|
|
Higher operating income, partly offset by higher taxes.
|
|||
Return on average common equity
1
|
|
9.9
|
%
|
|
9.6
|
%
|
|
0.3
|
%
|
|
|
•
|
2014 vs. 2013
|
(in millions)
|
|
2014
|
|
2013
|
|
Increase
(decrease)
|
|
Primary reason(s)
|
||||||
Interest income
|
|
$
|
191
|
|
|
$
|
186
|
|
|
$
|
5
|
|
|
The impact of higher average earning asset balances was partly offset by lower yields on earning assets. ASB’s average loan portfolio balance for 2014 was $327 million higher than 2013 as the average HELOC, residential, commercial real estate and commercial loan balances increased by $110 million, $53 million, $116 million and $57 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix targets and loan growth strategy. The loan portfolio yield continued to be impacted by the interest rate environment as new loan production yields were lower than the average portfolio yield. The average investment and mortgage-related securities portfolio balance decreased by $51 million as ASB sold its $79 million municipal bond portfolio. ASB used excess liquidity to fund the loan growth.
|
Noninterest income
|
|
61
|
|
|
72
|
|
|
(11
|
)
|
|
Lower debit card interchange fees as a result of ASB being non-exempt from the Durbin Amendment and lower mortgage banking income as a result of a slowdown in refinance activity. 2013 noninterest income included the gain from the sale of the credit card portfolio of $2.3 million.
|
|||
Revenues
|
|
252
|
|
|
258
|
|
|
(6
|
)
|
|
|
|||
Interest expense
|
|
11
|
|
|
10
|
|
|
1
|
|
|
The impact of higher average interest-bearing liabilities was partly offset by lower rates resulting from the low interest rate environment. Average deposit balances for 2014 increased by $224 million compared to 2013 due to an increase in core deposits of $243 million, partly offset by a decrease in term certificates of $19 million. Also, the other borrowings average balance increased by $44 million.
|
|||
Provision for loan losses
|
|
6
|
|
|
1
|
|
|
5
|
|
|
Loan loss reserves established for the growth in the loan portfolio. The 2013 provision for loan losses included the release of loan loss reserves related to the sale of ASB’s credit card portfolio.
|
|||
Noninterest expense
|
|
156
|
|
|
158
|
|
|
(2
|
)
|
|
Higher printing expenses as the printing function was outsourced beginning in the fourth quarter of 2013 and additional consulting expenses for ASB’s mobile banking product and technology security, offset by lower compensation and benefits expense related to the frozen defined benefit plan and lower payroll taxes.
|
|||
Expenses
|
|
173
|
|
|
169
|
|
|
4
|
|
|
|
|||
Operating income
|
|
79
|
|
|
89
|
|
|
(10
|
)
|
|
Lower noninterest income.
|
|||
Net income
|
|
51
|
|
|
58
|
|
|
(7
|
)
|
|
Lower operating income, partly offset by lower taxes.
|
|||
Return on average common equity
1
|
|
9.6
|
%
|
|
11.4
|
%
|
|
(1.8
|
)%
|
|
|
1
|
Calculated using the average daily balances.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Average
balance
|
|
Interest
1
income/
expense
|
|
Yield/
rate
(%)
|
|
Average
balance
|
|
Interest
1
income/
expense |
|
Yield/
rate (%) |
|
Average
balance |
|
Interest
1
income/
expense |
|
Yield/
rate (%) |
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other investments
2
|
$
|
157,014
|
|
|
$
|
471
|
|
|
0.30
|
|
|
$
|
171,142
|
|
|
$
|
310
|
|
|
0.18
|
|
|
$
|
170,695
|
|
|
$
|
239
|
|
|
0.14
|
|
Securities purchased under resale agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
5,096
|
|
|
20
|
|
|
0.39
|
|
|
11,370
|
|
|
43
|
|
|
0.38
|
|
||||||
Available-for-sale investment securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
687,215
|
|
|
14,649
|
|
|
2.13
|
|
|
525,949
|
|
|
11,336
|
|
|
2.16
|
|
|
519,220
|
|
|
11,192
|
|
|
2.16
|
|
||||||
Non-taxable
|
—
|
|
|
—
|
|
|
—
|
|
|
11,600
|
|
|
429
|
|
|
3.69
|
|
|
69,377
|
|
|
2,494
|
|
|
3.60
|
|
||||||
Total available-for-sale investment securities
|
687,215
|
|
|
14,649
|
|
|
2.13
|
|
|
537,549
|
|
|
11,765
|
|
|
2.19
|
|
|
588,597
|
|
|
13,686
|
|
|
2.33
|
|
||||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential 1-4 family
|
2,064,170
|
|
|
89,933
|
|
|
4.36
|
|
|
2,023,816
|
|
|
90,591
|
|
|
4.48
|
|
|
1,970,918
|
|
|
93,293
|
|
|
4.73
|
|
||||||
Commercial real estate
|
669,184
|
|
|
26,558
|
|
|
3.97
|
|
|
557,924
|
|
|
23,904
|
|
|
4.28
|
|
|
441,734
|
|
|
19,547
|
|
|
4.42
|
|
||||||
Home equity line of credit
|
828,129
|
|
|
26,511
|
|
|
3.20
|
|
|
790,701
|
|
|
25,716
|
|
|
3.25
|
|
|
680,445
|
|
|
20,442
|
|
|
3.00
|
|
||||||
Residential land
|
17,304
|
|
|
1,101
|
|
|
6.36
|
|
|
16,276
|
|
|
1,106
|
|
|
6.79
|
|
|
20,985
|
|
|
1,308
|
|
|
6.23
|
|
||||||
Commercial
|
798,182
|
|
|
29,282
|
|
|
3.67
|
|
|
783,670
|
|
|
29,294
|
|
|
3.74
|
|
|
726,597
|
|
|
29,188
|
|
|
4.02
|
|
||||||
Consumer
|
119,267
|
|
|
11,397
|
|
|
9.56
|
|
|
110,440
|
|
|
8,730
|
|
|
7.90
|
|
|
114,871
|
|
|
9,191
|
|
|
8.00
|
|
||||||
Total loans
3,4
|
4,496,236
|
|
|
184,782
|
|
|
4.11
|
|
|
4,282,827
|
|
|
179,341
|
|
|
4.19
|
|
|
3,955,550
|
|
|
172,969
|
|
|
4.37
|
|
||||||
Total interest-earning assets
|
5,340,465
|
|
|
199,902
|
|
|
3.74
|
|
|
4,996,614
|
|
|
191,436
|
|
|
3.83
|
|
|
4,726,212
|
|
|
186,937
|
|
|
3.96
|
|
||||||
Allowance for loan losses
|
(46,881
|
)
|
|
|
|
|
|
|
|
(42,242
|
)
|
|
|
|
|
|
|
|
(42,114
|
)
|
|
|
|
|
|
|
||||||
Non-interest-earning assets
|
490,187
|
|
|
|
|
|
|
|
|
459,513
|
|
|
|
|
|
|
|
|
425,238
|
|
|
|
|
|
|
|
||||||
Total Assets
|
$
|
5,783,771
|
|
|
|
|
|
|
|
|
$
|
5,413,885
|
|
|
|
|
|
|
|
|
$
|
5,109,336
|
|
|
|
|
|
|
|
|||
Liabilities and Stockholder’s Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings
|
$
|
1,980,151
|
|
|
1,257
|
|
|
0.06
|
|
|
$
|
1,879,373
|
|
|
1,134
|
|
|
0.06
|
|
|
$
|
1,805,363
|
|
|
1,052
|
|
|
0.06
|
|
|||
Interest-bearing checking
|
782,811
|
|
|
139
|
|
|
0.02
|
|
|
738,651
|
|
|
126
|
|
|
0.02
|
|
|
665,941
|
|
|
106
|
|
|
0.02
|
|
||||||
Money market
|
164,568
|
|
|
205
|
|
|
0.12
|
|
|
171,889
|
|
|
214
|
|
|
0.12
|
|
|
182,343
|
|
|
232
|
|
|
0.13
|
|
||||||
Time certificates
|
449,179
|
|
|
3,747
|
|
|
0.83
|
|
|
434,934
|
|
|
3,603
|
|
|
0.83
|
|
|
454,021
|
|
|
3,702
|
|
|
0.82
|
|
||||||
Total interest-bearing deposits
|
3,376,709
|
|
|
5,348
|
|
|
0.16
|
|
|
3,224,847
|
|
|
5,077
|
|
|
0.16
|
|
|
3,107,668
|
|
|
5,092
|
|
|
0.16
|
|
||||||
Advances from Federal Home Loan Bank
|
100,438
|
|
|
3,146
|
|
|
3.13
|
|
|
100,389
|
|
|
3,146
|
|
|
3.13
|
|
|
64,630
|
|
|
2,432
|
|
|
3.76
|
|
||||||
Securities sold under agreements to repurchase
|
219,351
|
|
|
2,832
|
|
|
1.29
|
|
|
155,012
|
|
|
2,585
|
|
|
1.67
|
|
|
146,758
|
|
|
2,553
|
|
|
1.74
|
|
||||||
Total interest-bearing liabilities
|
3,696,498
|
|
|
11,326
|
|
|
0.31
|
|
|
3,480,248
|
|
|
10,808
|
|
|
0.31
|
|
|
3,319,056
|
|
|
10,077
|
|
|
0.30
|
|
||||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
1,426,962
|
|
|
|
|
|
|
|
|
1,285,964
|
|
|
|
|
|
|
|
|
1,179,559
|
|
|
|
|
|
|
|
||||||
Other
|
109,386
|
|
|
|
|
|
|
|
|
113,401
|
|
|
|
|
|
|
|
|
105,802
|
|
|
|
|
|
|
|
||||||
Stockholder’s equity
|
550,925
|
|
|
|
|
|
|
|
|
534,272
|
|
|
|
|
|
|
|
|
504,919
|
|
|
|
|
|
|
|
||||||
Total Liabilities and Stockholder’s Equity
|
$
|
5,783,771
|
|
|
|
|
|
|
|
|
$
|
5,413,885
|
|
|
|
|
|
|
|
|
$
|
5,109,336
|
|
|
|
|
|
|
|
|||
Net interest income
|
|
|
|
$
|
188,576
|
|
|
|
|
|
|
|
|
$
|
180,628
|
|
|
|
|
|
|
|
|
$
|
176,860
|
|
|
|
|
|||
Net interest margin (%)
5
|
|
|
|
|
|
|
3.53
|
|
|
|
|
|
|
|
|
3.62
|
|
|
|
|
|
|
|
|
3.74
|
|
1
|
Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $nil, $0.2 million and $0.9 million for 2015, 2014 and 2013, respectively.
|
2
|
Includes federal funds sold, interest bearing deposits and stock in the Federal Home Loan Bank ($32 million, $83 million and $95 million as of December 31, 2015, 2014 and 2013, respectively).
|
3
|
Includes loans held for sale, at lower of cost or fair value, of $5.6 million, $3.1 million and $8.1 million as of December 31, 2015, 2014 and 2013, respectively.
|
4
|
Includes recognition of net deferred loan fees of $2.7 million, $3.7 million and $5.2 million for 2015, 2014 and 2013, respectively, together with interest accrued prior to suspension of interest accrual on nonaccrual loans.
|
5
|
Defined as net interest income, on a fully taxable equivalent basis, as a percentage of average total interest-earning assets.
|
December 31
|
|
2015
|
|
2014
|
||||
Outstanding balance (in thousands)
|
|
$
|
846,294
|
|
|
$
|
818,815
|
|
Percent of portfolio in first lien position
|
|
42.9
|
%
|
|
40.9
|
%
|
||
Net charge-off ratio
|
|
0.02
|
%
|
|
(0.07
|
)%
|
||
Delinquency ratio
|
|
0.25
|
%
|
|
0.25
|
%
|
|
|
|
|
|
|
End of draw period – interest only
|
|
Current
|
||||||||||||||||
December 31, 2015
|
|
Total
|
|
Interest only
|
|
2015-2016
|
|
2017-2019
|
|
Thereafter
|
|
amortizing
|
||||||||||||
Outstanding balance (in thousands)
|
|
$
|
846,294
|
|
|
$
|
650,613
|
|
|
$
|
137
|
|
|
$
|
128,882
|
|
|
$
|
521,594
|
|
|
$
|
195,681
|
|
% of total
|
|
100
|
%
|
|
77
|
%
|
|
—
|
%
|
|
15
|
%
|
|
62
|
%
|
|
23
|
%
|
December 31
|
|
2015
|
|
2014
|
||||||||||
(dollars in thousands)
|
|
Balance
|
|
% of total
|
|
Balance
|
|
% of total
|
||||||
U.S. Treasury and federal agency obligations
|
|
$
|
212,959
|
|
|
26
|
%
|
|
$
|
119,560
|
|
|
22
|
%
|
Mortgage-related securities — FNMA, FHLMC and GNMA
|
|
607,689
|
|
|
74
|
|
|
430,834
|
|
|
78
|
|
||
Total available-for-sale investment securities
|
|
$
|
820,648
|
|
|
100
|
%
|
|
$
|
550,394
|
|
|
100
|
%
|
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 Tier 1 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
|
%
|
December 31
|
2015
|
|
|
% change
|
|
|
2014
|
|
|
% change
|
|
||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||
Total assets
|
$
|
6,015
|
|
|
8
|
|
|
$
|
5,566
|
|
|
6
|
|
Available-for-sale investment securities
|
821
|
|
|
49
|
|
|
550
|
|
|
4
|
|
||
Loans receivable held for investment, net
|
4,566
|
|
|
4
|
|
|
4,389
|
|
|
7
|
|
||
Deposit liabilities
|
5,025
|
|
|
9
|
|
|
4,623
|
|
|
6
|
|
||
Other bank borrowings
|
329
|
|
|
13
|
|
|
291
|
|
|
19
|
|
•
|
ASB met applicable minimum regulatory capital requirements (noted in parentheses) as of December 31, 2015 with a Tier 1 leverage ratio of 8.8% (4.0%), a common equity Tier 1 capital ratio of 12.1% (4.5%), a Tier 1 capital ratio of 12.1% (6.0%) and a total capital ratio of 13.3% (8.0%).
|
•
|
ASB met the capital requirements to be generally considered “well-capitalized” (noted in parentheses) as of December 31, 2015 with a Tier 1 leverage ratio of 8.8% (5.0%), a common equity Tier 1 capital ratio of 12.1% (6.5%), a Tier-1 capital ratio of 12.1% (8.0%) and a total capital ratio of 13.3% (10.0%).
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Bank interest rate risk
|
|
|
Change in NII
(gradual change in interest rates)
|
|
Change in EVE
(instantaneous change in interest rates)
|
||||||||
Change in interest rates
(basis points)
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
+300
|
|
1.6
|
%
|
|
1.9
|
%
|
|
(9.3
|
)%
|
|
(6.1
|
)%
|
+200
|
|
0.6
|
|
|
0.7
|
|
|
(5.3
|
)
|
|
(2.9
|
)
|
+100
|
|
(0.1
|
)
|
|
0.1
|
|
|
(1.9
|
)
|
|
(0.7
|
)
|
-100
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|
(2.5
|
)
|
Other than bank interest rate risk
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Index to Consolidated Financial Statements
|
Page
|
HEI
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Hawaiian Electric
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
Consolidated Statements of Capitalization at December 31, 2015 and 2014
|
|
Consolidated Statements of Changes in Common Stock Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Notes to Consolidated Financial Statements
|
Report of Independent Registered Public Accounting Firm
|
Report of Independent Registered Public Accounting Firm
|
Consolidated Statements of Income
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|||
Electric utility
|
$
|
2,335,166
|
|
|
$
|
2,987,323
|
|
|
$
|
2,980,172
|
|
Bank
|
267,733
|
|
|
252,497
|
|
|
258,147
|
|
|||
Other
|
83
|
|
|
(278
|
)
|
|
151
|
|
|||
Total revenues
|
2,602,982
|
|
|
3,239,542
|
|
|
3,238,470
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|||
Electric utility
|
2,061,050
|
|
|
2,711,555
|
|
|
2,734,659
|
|
|||
Bank
|
183,921
|
|
|
173,202
|
|
|
169,001
|
|
|||
Other
|
35,458
|
|
|
22,185
|
|
|
17,302
|
|
|||
Total expenses
|
2,280,429
|
|
|
2,906,942
|
|
|
2,920,962
|
|
|||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|||
Electric utility
|
274,116
|
|
|
275,768
|
|
|
245,513
|
|
|||
Bank
|
83,812
|
|
|
79,295
|
|
|
89,146
|
|
|||
Other
|
(35,375
|
)
|
|
(22,463
|
)
|
|
(17,151
|
)
|
|||
Total operating income
|
322,553
|
|
|
332,600
|
|
|
317,508
|
|
|||
Interest expense, net – other than on deposit liabilities and other bank borrowings
|
(77,150
|
)
|
|
(76,352
|
)
|
|
(75,479
|
)
|
|||
Allowance for borrowed funds used during construction
|
2,457
|
|
|
2,579
|
|
|
2,246
|
|
|||
Allowance for equity funds used during construction
|
6,928
|
|
|
6,771
|
|
|
5,561
|
|
|||
Income before income taxes
|
254,788
|
|
|
265,598
|
|
|
249,836
|
|
|||
Income taxes
|
93,021
|
|
|
95,579
|
|
|
86,237
|
|
|||
Net income
|
161,767
|
|
|
170,019
|
|
|
163,599
|
|
|||
Preferred stock dividends of subsidiaries
|
1,890
|
|
|
1,890
|
|
|
1,890
|
|
|||
Net income for common stock
|
$
|
159,877
|
|
|
$
|
168,129
|
|
|
$
|
161,709
|
|
Basic earnings per common share
|
$
|
1.50
|
|
|
$
|
1.65
|
|
|
$
|
1.63
|
|
Diluted earnings per common share
|
$
|
1.50
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
Dividends per common share
|
$
|
1.24
|
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
Weighted-average number of common shares outstanding
|
106,418
|
|
|
101,968
|
|
|
98,968
|
|
|||
Net effect of potentially dilutive shares
|
303
|
|
|
969
|
|
|
655
|
|
|||
Adjusted weighted-average shares
|
106,721
|
|
|
102,937
|
|
|
99,623
|
|
Consolidated Statements of Comprehensive Income
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Net income for common stock
|
$
|
159,877
|
|
|
$
|
168,129
|
|
|
$
|
161,709
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for sale investment securities:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for sale investment securities arising during the period, net of (taxes) benefits of $1,541, $(3,856) and $9,037 for 2015, 2014 and 2013, respectively
|
(2,334
|
)
|
|
5,840
|
|
|
(13,686
|
)
|
|||
Less: reclassification adjustment for net realized gains included in net income, net of taxes of nil, $1,132 and $488 for 2015, 2014 and 2013, respectively
|
—
|
|
|
(1,715
|
)
|
|
(738
|
)
|
|||
Derivatives qualified as cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Less: reclassification adjustment to net income, net of tax benefits of $150, $150 and $150 for 2015, 2014 and 2013, respectively
|
235
|
|
|
236
|
|
|
235
|
|
|||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Net gains (losses) arising during the period, net of (taxes) benefits of ($3,753), $149,364 and ($142,478) for 2015, 2014 and 2013, respectively
|
5,889
|
|
|
(234,166
|
)
|
|
223,177
|
|
|||
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 $14,344, $7,245 and $14,870 for 2015, 2014 and 2013, respectively
|
22,465
|
|
|
11,344
|
|
|
23,280
|
|
|||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of (taxes) benefits of $16,011, ($132,373) and $141,777 for 2015, 2014 and 2013, respectively
|
(25,139
|
)
|
|
207,833
|
|
|
(222,595
|
)
|
|||
Other comprehensive income (loss), net of taxes
|
1,116
|
|
|
(10,628
|
)
|
|
9,673
|
|
|||
Comprehensive income attributable to Hawaiian Electric Industries, Inc.
|
$
|
160,993
|
|
|
$
|
157,501
|
|
|
$
|
171,382
|
|
Consolidated Balance Sheets
|
December 31
|
|
|
|
2015
|
|
|
|
|
|
2014
|
|
||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
$
|
300,478
|
|
|
|
|
|
$
|
175,542
|
|
||
Accounts receivable and unbilled revenues, net
|
|
|
|
242,766
|
|
|
|
|
|
313,696
|
|
||||
Available-for-sale investment securities, at fair value
|
|
|
|
820,648
|
|
|
|
|
|
550,394
|
|
||||
Stock in Federal Home Loan Bank, at cost
|
|
|
|
10,678
|
|
|
|
|
|
69,302
|
|
||||
Loans receivable held for investment, net
|
|
|
|
4,565,781
|
|
|
|
|
|
4,389,033
|
|
||||
Loans held for sale, at lower of cost or fair value
|
|
|
|
4,631
|
|
|
|
|
|
8,424
|
|
||||
Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land
|
$
|
90,890
|
|
|
|
|
|
$
|
94,093
|
|
|
|
|
||
Plant and equipment
|
6,444,214
|
|
|
|
|
|
6,137,417
|
|
|
|
|
||||
Construction in progress
|
181,873
|
|
|
|
|
|
168,214
|
|
|
|
|
||||
|
6,716,977
|
|
|
|
|
|
6,399,724
|
|
|
|
|
||||
Less – accumulated depreciation
|
(2,339,319
|
)
|
|
4,377,658
|
|
|
(2,250,950
|
)
|
|
4,148,774
|
|
||||
Regulatory assets
|
|
|
|
896,731
|
|
|
|
|
|
905,264
|
|
||||
Other
|
|
|
|
488,635
|
|
|
|
|
|
542,523
|
|
||||
Goodwill
|
|
|
|
82,190
|
|
|
|
|
|
82,190
|
|
||||
Total assets
|
|
|
|
$
|
11,790,196
|
|
|
|
|
|
$
|
11,185,142
|
|
||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
|
|
|
$
|
138,523
|
|
|
|
|
|
$
|
186,425
|
|
||
Interest and dividends payable
|
|
|
|
26,042
|
|
|
|
|
|
25,336
|
|
||||
Deposit liabilities
|
|
|
|
5,025,254
|
|
|
|
|
|
4,623,415
|
|
||||
Short-term borrowings—other than bank
|
|
|
|
103,063
|
|
|
|
|
|
118,972
|
|
||||
Other bank borrowings
|
|
|
|
328,582
|
|
|
|
|
|
290,656
|
|
||||
Long-term debt, net—other than bank
|
|
|
|
1,586,546
|
|
|
|
|
|
1,506,546
|
|
||||
Deferred income taxes
|
|
|
|
680,877
|
|
|
|
|
|
633,570
|
|
||||
Regulatory liabilities
|
|
|
|
371,543
|
|
|
|
|
|
344,849
|
|
||||
Contributions in aid of construction
|
|
|
|
506,087
|
|
|
|
|
|
466,432
|
|
||||
Defined benefit pension and other postretirement benefit plans liability
|
|
|
|
589,918
|
|
|
|
|
|
632,845
|
|
||||
Other
|
|
|
|
471,828
|
|
|
|
|
|
531,230
|
|
||||
Total liabilities
|
|
|
|
9,828,263
|
|
|
|
|
|
9,360,276
|
|
||||
Preferred stock of subsidiaries - not subject to mandatory redemption
|
|
|
|
34,293
|
|
|
|
|
|
34,293
|
|
||||
Commitments and contingencies (Notes 4 and 5)
|
|
|
|
|
|
|
|
|
|
|
|
||||
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: 107,460,406 shares and 102,565,266 shares at December 31, 2015 and 2014, respectively
|
|
|
|
1,629,136
|
|
|
|
|
|
1,521,297
|
|
||||
Retained earnings
|
|
|
|
324,766
|
|
|
|
|
|
296,654
|
|
||||
Accumulated other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains (losses) on securities
|
$
|
(1,872
|
)
|
|
|
|
|
$
|
462
|
|
|
|
|
||
Unrealized losses on derivatives
|
(54
|
)
|
|
|
|
|
(289
|
)
|
|
|
|
||||
Retirement benefit plans
|
(24,336
|
)
|
|
(26,262
|
)
|
|
(27,551
|
)
|
|
(27,378
|
)
|
||||
Total shareholders’ equity
|
|
|
|
1,927,640
|
|
|
|
|
|
1,790,573
|
|
||||
Total liabilities and shareholders’ equity
|
|
|
|
$
|
11,790,196
|
|
|
|
|
|
$
|
11,185,142
|
|
Consolidated Statements of Changes in Shareholders’ Equity
|
|
Common stock
|
|
Retained
|
|
Accumulated
other
comprehensive
|
|
|
|||||||||||
(in thousands, except per share amounts)
|
Shares
|
|
Amount
|
|
earnings
|
|
income (loss)
|
|
Total
|
|||||||||
Balance, December 31, 2012
|
97,928
|
|
|
$
|
1,403,484
|
|
|
$
|
215,947
|
|
|
$
|
(26,423
|
)
|
|
$
|
1,593,008
|
|
Net income for common stock
|
—
|
|
|
—
|
|
|
161,709
|
|
|
—
|
|
|
161,709
|
|
||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
9,673
|
|
|
9,673
|
|
||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Partial settlement of equity forward
|
1,300
|
|
|
33,409
|
|
|
—
|
|
|
—
|
|
|
33,409
|
|
||||
Dividend reinvestment and stock purchase plan
|
1,612
|
|
|
41,692
|
|
|
—
|
|
|
—
|
|
|
41,692
|
|
||||
Retirement savings and other plans
|
420
|
|
|
9,203
|
|
|
—
|
|
|
—
|
|
|
9,203
|
|
||||
Expenses and other, net
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
338
|
|
||||
Common stock dividends ($1.24 per share)
|
—
|
|
|
—
|
|
|
(122,626
|
)
|
|
—
|
|
|
(122,626
|
)
|
||||
Balance, December 31, 2013
|
101,260
|
|
|
1,488,126
|
|
|
255,030
|
|
|
(16,750
|
)
|
|
1,726,406
|
|
||||
Net income for common stock
|
—
|
|
|
—
|
|
|
168,129
|
|
|
—
|
|
|
168,129
|
|
||||
Other comprehensive loss, net of tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,628
|
)
|
|
(10,628
|
)
|
||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Partial settlement of equity forward
|
1,000
|
|
|
24,873
|
|
|
—
|
|
|
—
|
|
|
24,873
|
|
||||
Dividend reinvestment and stock purchase plan
|
95
|
|
|
2,461
|
|
|
—
|
|
|
—
|
|
|
2,461
|
|
||||
Retirement savings and other plans
|
210
|
|
|
6,816
|
|
|
—
|
|
|
—
|
|
|
6,816
|
|
||||
Expenses and other, net
|
—
|
|
|
(979
|
)
|
|
—
|
|
|
—
|
|
|
(979
|
)
|
||||
Common stock dividends ($1.24 per share)
|
—
|
|
|
—
|
|
|
(126,505
|
)
|
|
—
|
|
|
(126,505
|
)
|
||||
Balance, December 31, 2014
|
102,565
|
|
|
1,521,297
|
|
|
296,654
|
|
|
(27,378
|
)
|
|
1,790,573
|
|
||||
Net income for common stock
|
—
|
|
|
—
|
|
|
159,877
|
|
|
—
|
|
|
159,877
|
|
||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
1,116
|
|
||||
Issuance of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Partial settlement of equity forward
|
4,700
|
|
|
109,183
|
|
|
—
|
|
|
—
|
|
|
109,183
|
|
||||
Retirement savings and other plans
|
195
|
|
|
5,578
|
|
|
—
|
|
|
—
|
|
|
5,578
|
|
||||
Expenses and other, net
|
—
|
|
|
(6,922
|
)
|
|
—
|
|
|
—
|
|
|
(6,922
|
)
|
||||
Common stock dividends ($1.24 per share)
|
—
|
|
|
—
|
|
|
(131,765
|
)
|
|
—
|
|
|
(131,765
|
)
|
||||
Balance, December 31, 2015
|
107,460
|
|
|
$
|
1,629,136
|
|
|
$
|
324,766
|
|
|
$
|
(26,262
|
)
|
|
$
|
1,927,640
|
|
Consolidated Statements of Cash Flows
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
161,767
|
|
|
$
|
170,019
|
|
|
$
|
163,599
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|||
Depreciation of property, plant and equipment
|
183,966
|
|
|
172,762
|
|
|
160,061
|
|
|||
Other amortization
|
11,619
|
|
|
10,282
|
|
|
7,324
|
|
|||
Provision for loan losses
|
6,275
|
|
|
6,126
|
|
|
1,507
|
|
|||
Impairment of utility assets
|
6,021
|
|
|
1,866
|
|
|
—
|
|
|||
Other
|
1,672
|
|
|
758
|
|
|
—
|
|
|||
Loans receivable originated and purchased, held for sale
|
(268,279
|
)
|
|
(155,755
|
)
|
|
(249,022
|
)
|
|||
Proceeds from sale of loans receivable, held for sale
|
275,296
|
|
|
155,030
|
|
|
273,775
|
|
|||
Gain on sale of credit card portfolio
|
—
|
|
|
—
|
|
|
(2,251
|
)
|
|||
Increase in deferred income taxes
|
41,433
|
|
|
104,226
|
|
|
80,145
|
|
|||
Share-based compensation expense
|
6,542
|
|
|
9,287
|
|
|
7,780
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(978
|
)
|
|
(277
|
)
|
|
(430
|
)
|
|||
Allowance for equity funds used during construction
|
(6,928
|
)
|
|
(6,771
|
)
|
|
(5,561
|
)
|
|||
Change in cash overdraft
|
—
|
|
|
(1,038
|
)
|
|
1,038
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|||
Decrease in accounts receivable and unbilled revenues, net
|
62,304
|
|
|
33,089
|
|
|
16,038
|
|
|||
Decrease in fuel oil stock
|
34,830
|
|
|
28,041
|
|
|
27,332
|
|
|||
Increase in regulatory assets
|
(24,182
|
)
|
|
(17,000
|
)
|
|
(65,461
|
)
|
|||
Increase (decrease) in accounts, interest and dividends payable
|
(52,663
|
)
|
|
(67,189
|
)
|
|
12,406
|
|
|||
Change in prepaid and accrued income taxes and utility revenue taxes
|
(42,596
|
)
|
|
(39,091
|
)
|
|
(19,406
|
)
|
|||
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
|
852
|
|
|
22,251
|
|
|
(33,014
|
)
|
|||
Change in other assets and liabilities
|
(41,071
|
)
|
|
(101,196
|
)
|
|
(14,292
|
)
|
|||
Net cash provided by operating activities
|
355,880
|
|
|
325,420
|
|
|
361,568
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|||
Available-for-sale investment securities purchased
|
(429,262
|
)
|
|
(183,778
|
)
|
|
(112,654
|
)
|
|||
Principal repayments on available-for-sale investment securities
|
153,271
|
|
|
91,013
|
|
|
158,558
|
|
|||
Proceeds from sale of available-for-sale investment securities
|
—
|
|
|
79,564
|
|
|
71,367
|
|
|||
Purchase of stock from Federal Home Loan Bank
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of stock from Federal Home Loan Bank
|
60,223
|
|
|
23,244
|
|
|
3,476
|
|
|||
Net increase in loans held for investment
|
(181,343
|
)
|
|
(283,810
|
)
|
|
(398,426
|
)
|
|||
Proceeds from sale of real estate acquired in settlement of loans
|
1,329
|
|
|
3,213
|
|
|
9,212
|
|
|||
Proceeds from sale of real estate held for sale
|
7,283
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(363,804
|
)
|
|
(364,826
|
)
|
|
(389,438
|
)
|
|||
Contributions in aid of construction
|
40,239
|
|
|
41,806
|
|
|
32,160
|
|
|||
Proceeds from sale of credit card portfolio
|
—
|
|
|
—
|
|
|
26,386
|
|
|||
Other
|
7,940
|
|
|
1,125
|
|
|
1,177
|
|
|||
Net cash used in investing activities
|
(705,724
|
)
|
|
(592,449
|
)
|
|
(598,182
|
)
|
Consolidated Statements of Cash Flows (continued)
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Net increase in deposit liabilities
|
401,839
|
|
|
250,938
|
|
|
142,561
|
|
|||
Net increase (decrease) in short-term borrowings with original maturities of three months or less
|
(15,909
|
)
|
|
13,490
|
|
|
21,789
|
|
|||
Net increase (decrease) in retail repurchase agreements
|
37,925
|
|
|
(9,465
|
)
|
|
(1,418
|
)
|
|||
Proceeds from other bank borrowings
|
50,000
|
|
|
130,601
|
|
|
130,000
|
|
|||
Repayments of other bank borrowings
|
(50,000
|
)
|
|
(75,000
|
)
|
|
(80,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
80,000
|
|
|
125,000
|
|
|
286,000
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(111,400
|
)
|
|
(216,000
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
978
|
|
|
277
|
|
|
430
|
|
|||
Net proceeds from issuance of common stock
|
104,435
|
|
|
26,898
|
|
|
55,086
|
|
|||
Common stock dividends
|
(131,765
|
)
|
|
(126,458
|
)
|
|
(98,383
|
)
|
|||
Preferred stock dividends of subsidiaries
|
(1,890
|
)
|
|
(1,890
|
)
|
|
(1,890
|
)
|
|||
Other
|
(833
|
)
|
|
(456
|
)
|
|
(1,187
|
)
|
|||
Net cash provided by financing activities
|
474,780
|
|
|
222,535
|
|
|
236,988
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
124,936
|
|
|
(44,494
|
)
|
|
374
|
|
|||
Cash and cash equivalents, January 1
|
175,542
|
|
|
220,036
|
|
|
219,662
|
|
|||
Cash and cash equivalents, December 31
|
$
|
300,478
|
|
|
$
|
175,542
|
|
|
$
|
220,036
|
|
Consolidated Statements of Income
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
2,335,166
|
|
|
$
|
2,987,323
|
|
|
$
|
2,980,172
|
|
Expenses
|
|
|
|
|
|
|
|
|
|||
Fuel oil
|
654,600
|
|
|
1,131,685
|
|
|
1,185,552
|
|
|||
Purchased power
|
594,096
|
|
|
722,008
|
|
|
710,681
|
|
|||
Other operation and maintenance
|
413,089
|
|
|
410,612
|
|
|
403,270
|
|
|||
Depreciation
|
177,380
|
|
|
166,387
|
|
|
154,025
|
|
|||
Taxes, other than income taxes
|
221,885
|
|
|
280,863
|
|
|
281,131
|
|
|||
Total expenses
|
2,061,050
|
|
|
2,711,555
|
|
|
2,734,659
|
|
|||
Operating income
|
274,116
|
|
|
275,768
|
|
|
245,513
|
|
|||
Allowance for equity funds used during construction
|
6,928
|
|
|
6,771
|
|
|
5,561
|
|
|||
Interest expense and other charges, net
|
(66,370
|
)
|
|
(64,757
|
)
|
|
(59,279
|
)
|
|||
Allowance for borrowed funds used during construction
|
2,457
|
|
|
2,579
|
|
|
2,246
|
|
|||
Income before income taxes
|
217,131
|
|
|
220,361
|
|
|
194,041
|
|
|||
Income taxes
|
79,422
|
|
|
80,725
|
|
|
69,117
|
|
|||
Net income
|
137,709
|
|
|
139,636
|
|
|
124,924
|
|
|||
Preferred stock dividends of subsidiaries
|
915
|
|
|
915
|
|
|
915
|
|
|||
Net income attributable to Hawaiian Electric
|
136,794
|
|
|
138,721
|
|
|
124,009
|
|
|||
Preferred stock dividends of Hawaiian Electric
|
1,080
|
|
|
1,080
|
|
|
1,080
|
|
|||
Net income for common stock
|
$
|
135,714
|
|
|
$
|
137,641
|
|
|
$
|
122,929
|
|
Consolidated Statements of Comprehensive Income
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
||||||
Net income for common stock
|
$
|
135,714
|
|
|
$
|
137,641
|
|
|
$
|
122,929
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Net gains (losses) arising during the period, net of (taxes) benefits of ($3,590), $139,236 and ($129,601) for 2015, 2014 and 2013, respectively
|
5,638
|
|
|
(218,608
|
)
|
|
203,479
|
|
|||
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 $12,981, $6,504 and $13,180 for 2015, 2014 and 2013, respectively
|
20,381
|
|
|
10,212
|
|
|
20,694
|
|
|||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of (taxes) benefits of $16,011, ($132,373) and $141,777 for 2015, 2014 and 2013, respectively
|
(25,139
|
)
|
|
207,833
|
|
|
(222,595
|
)
|
|||
Other comprehensive income (loss), net of taxes
|
880
|
|
|
(563
|
)
|
|
1,578
|
|
|||
Comprehensive income attributable to Hawaiian Electric Company, Inc.
|
$
|
136,594
|
|
|
$
|
137,078
|
|
|
$
|
124,507
|
|
Consolidated Balance Sheets
|
December 31
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
|
|
||
Assets
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
||||
Utility property, plant and equipment
|
|
|
|
|
|
||
Land
|
$
|
52,792
|
|
|
$
|
52,299
|
|
Plant and equipment
|
6,315,698
|
|
|
6,009,482
|
|
||
Less accumulated depreciation
|
(2,266,004
|
)
|
|
(2,175,510
|
)
|
||
Construction in progress
|
175,309
|
|
|
158,616
|
|
||
Utility property, plant and equipment, net
|
4,277,795
|
|
|
4,044,887
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation of $1,229 and $1,227 at respective dates
|
7,272
|
|
|
6,563
|
|
||
Total property, plant and equipment, net
|
4,285,067
|
|
|
4,051,450
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
24,449
|
|
|
13,762
|
|
||
Customer accounts receivable, net
|
132,778
|
|
|
158,484
|
|
||
Accrued unbilled revenues, net
|
84,509
|
|
|
137,374
|
|
||
Other accounts receivable, net
|
10,408
|
|
|
4,283
|
|
||
Fuel oil stock, at average cost
|
71,216
|
|
|
106,046
|
|
||
Materials and supplies, at average cost
|
54,429
|
|
|
57,250
|
|
||
Prepayments and other
|
36,640
|
|
|
33,468
|
|
||
Regulatory assets
|
72,231
|
|
|
71,421
|
|
||
Total current assets
|
486,660
|
|
|
582,088
|
|
||
Other long-term assets
|
|
|
|
|
|
||
Regulatory assets
|
824,500
|
|
|
833,843
|
|
||
Unamortized debt expense
|
8,341
|
|
|
8,323
|
|
||
Other
|
75,486
|
|
|
81,838
|
|
||
Total other long-term assets
|
908,327
|
|
|
924,004
|
|
||
Total assets
|
$
|
5,680,054
|
|
|
$
|
5,557,542
|
|
Capitalization and liabilities
|
|
|
|
|
|
||
Capitalization
(see Consolidated Statements of Capitalization)
|
|
|
|
|
|
||
Common stock equity
|
$
|
1,728,325
|
|
|
$
|
1,682,144
|
|
Cumulative preferred stock – not subject to mandatory redemption
|
34,293
|
|
|
34,293
|
|
||
Commitments and contingencies (Note 4)
|
|
|
|
|
|
||
Long-term debt, net
|
1,286,546
|
|
|
1,206,546
|
|
||
Total capitalization
|
3,049,164
|
|
|
2,922,983
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
114,846
|
|
|
163,934
|
|
||
Interest and preferred dividends payable
|
23,111
|
|
|
22,316
|
|
||
Taxes accrued
|
191,084
|
|
|
250,402
|
|
||
Regulatory liabilities
|
2,204
|
|
|
632
|
|
||
Other
|
54,079
|
|
|
61,664
|
|
||
Total current liabilities
|
385,324
|
|
|
498,948
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
||
Deferred income taxes
|
654,806
|
|
|
573,439
|
|
||
Regulatory liabilities
|
369,339
|
|
|
344,217
|
|
||
Unamortized tax credits
|
84,214
|
|
|
79,492
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
552,974
|
|
|
595,395
|
|
||
Other
|
78,146
|
|
|
76,636
|
|
||
Total deferred credits and other liabilities
|
1,739,479
|
|
|
1,669,179
|
|
||
Contributions in aid of construction
|
506,087
|
|
|
466,432
|
|
||
Total capitalization and liabilities
|
$
|
5,680,054
|
|
|
$
|
5,557,542
|
|
Consolidated Statements of Capitalization
|
December 31
|
2015
|
|
2014
|
||||
(dollars in thousands, except par value)
|
|
|
|
|
|
||
Common stock equity
|
|
|
|
|
|
||
Common stock of $6 2/3 par value
|
|
|
|
|
|
||
Authorized: 50,000,000 shares. Outstanding:
|
|
|
|
|
|
||
2015, 15,805,327 shares and 2014, 15,805,327 shares
|
$
|
105,388
|
|
|
$
|
105,388
|
|
Premium on capital stock
|
578,930
|
|
|
578,938
|
|
||
Retained earnings
|
1,043,082
|
|
|
997,773
|
|
||
Accumulated other comprehensive income, net of taxes - retirement benefit plans
|
925
|
|
|
45
|
|
||
Common stock equity
|
1,728,325
|
|
|
1,682,144
|
|
||
Cumulative preferred stock not subject to mandatory redemption
|
|
|
|
|
|
||
Authorized: 5,000,000 shares of $20 par value and 7,000,000 shares of $100 par value.
|
|
|
|
|
|
Series
|
|
Par Value
|
|
Par
Value
|
|
Shares outstanding December 31, 2015 and 2014
|
|
2015
|
|
2014
|
|||||||
(dollars in thousands, except par value and shares outstanding)
|
|
|
|
|
|||||||||||||
C-4 1/4%
|
|
$
|
20
|
|
|
(Hawaiian Electric)
|
|
150,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
D-5%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
50,000
|
|
|
1,000
|
|
|
1,000
|
|
|||
E-5%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
150,000
|
|
|
3,000
|
|
|
3,000
|
|
|||
H-5 1/4%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
250,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
I-5%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
89,657
|
|
|
1,793
|
|
|
1,793
|
|
|||
J-4 3/4%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
250,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
K-4.65%
|
|
20
|
|
|
(Hawaiian Electric)
|
|
175,000
|
|
|
3,500
|
|
|
3,500
|
|
|||
G-7 5/8%
|
|
100
|
|
|
(Hawaii Electric Light)
|
|
70,000
|
|
|
7,000
|
|
|
7,000
|
|
|||
H-7 5/8%
|
|
100
|
|
|
(Maui Electric)
|
|
50,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
|
|
|
|
|
|
|
1,234,657
|
|
|
34,293
|
|
|
34,293
|
|
Consolidated Statements of Capitalization (continued)
|
December 31
|
2015
|
|
2014
|
||||
(in thousands)
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
||
Obligations to the State of Hawaii for the repayment of Special Purpose Revenue Bonds (subsidiary obligations unconditionally guaranteed by Hawaiian Electric):
|
|
|
|
|
|
||
Hawaiian Electric, 3.25%, refunding series 2015, due 2025
|
$
|
40,000
|
|
|
$
|
—
|
|
Hawaii Electric Light, 3.25%, refunding series 2015, due 2025
|
5,000
|
|
|
—
|
|
||
Maui Electric, 3.25%, refunding series 2015, due 2025
|
2,000
|
|
|
—
|
|
||
Hawaiian Electric, 6.50%, series 2009, due 2039
|
90,000
|
|
|
90,000
|
|
||
Hawaii Electric Light, 6.50%, series 2009, due 2039
|
60,000
|
|
|
60,000
|
|
||
Hawaiian Electric, 4.60%, refunding series 2007B, due 2026
|
62,000
|
|
|
62,000
|
|
||
Hawaii Electric Light, 4.60%, refunding series 2007B, due 2026
|
8,000
|
|
|
8,000
|
|
||
Maui Electric, 4.60%, refunding series 2007B, due 2026
|
55,000
|
|
|
55,000
|
|
||
Hawaiian Electric, 4.65%, series 2007A, due 2037
|
100,000
|
|
|
100,000
|
|
||
Hawaii Electric Light, 4.65%, series 2007A, due 2037
|
20,000
|
|
|
20,000
|
|
||
Maui Electric, 4.65%, series 2007A, due 2037
|
20,000
|
|
|
20,000
|
|
||
Hawaiian Electric, 4.80%, refunding series 2005A, paid in 2015
|
—
|
|
|
40,000
|
|
||
Hawaii Electric Light, 4.80%, refunding series 2005A, paid in 2015
|
—
|
|
|
5,000
|
|
||
Maui Electric, 4.80%, refunding series 2005A, paid in 2015
|
—
|
|
|
2,000
|
|
||
Total obligations to the State of Hawaii
|
462,000
|
|
|
462,000
|
|
||
Other long-term debt – unsecured:
|
|
|
|
|
|
||
Taxable senior notes:
|
|
|
|
||||
Hawaiian Electric, 5.23%, Series 2015A, due 2045
|
50,000
|
|
|
—
|
|
||
Hawaii Electric Light, 5.23%, Series 2015A, due 2045
|
25,000
|
|
|
—
|
|
||
Maui Electric, 5.23%, Series 2015A, due 2045
|
5,000
|
|
|
—
|
|
||
Hawaii Electric Light, 3.83%, Series 2013A, due 2020
|
14,000
|
|
|
14,000
|
|
||
Hawaiian Electric, 4.45%, Series 2013A, due 2022
|
40,000
|
|
|
40,000
|
|
||
Hawaii Electric Light, 4.45%, Series 2013B, due 2022
|
12,000
|
|
|
12,000
|
|
||
Hawaiian Electric, 4.84%, Series 2013B, due 2027
|
50,000
|
|
|
50,000
|
|
||
Hawaii Electric Light, 4.84%, Series 2013C, due 2027
|
30,000
|
|
|
30,000
|
|
||
Maui Electric, 4.84%, Series 2013A, due 2027
|
20,000
|
|
|
20,000
|
|
||
Hawaiian Electric, 5.65%, Series 2013C, due 2043
|
50,000
|
|
|
50,000
|
|
||
Maui Electric, 5.65%, Series 2013B, due 2043
|
20,000
|
|
|
20,000
|
|
||
Hawaiian Electric, 3.79%, Series 2012A, due 2018
|
30,000
|
|
|
30,000
|
|
||
Hawaii Electric Light, 3.79%, Series 2012A, due 2018
|
11,000
|
|
|
11,000
|
|
||
Maui Electric, 3.79%, Series 2012A, due 2018
|
9,000
|
|
|
9,000
|
|
||
Hawaiian Electric, 4.03%, Series 2012B, due 2020
|
62,000
|
|
|
62,000
|
|
||
Maui Electric, 4.03%, Series 2012B, due 2020
|
20,000
|
|
|
20,000
|
|
||
Hawaiian Electric, 4.55%, Series 2012C, due 2023
|
50,000
|
|
|
50,000
|
|
||
Hawaii Electric Light, 4.55%, Series 2012B, due 2023
|
20,000
|
|
|
20,000
|
|
||
Maui Electric, 4.55%, Series 2012C, due 2023
|
30,000
|
|
|
30,000
|
|
||
Hawaiian Electric, 4.72%, Series 2012D, due 2029
|
35,000
|
|
|
35,000
|
|
||
Hawaiian Electric, 5.39%, Series 2012E, due 2042
|
150,000
|
|
|
150,000
|
|
||
Hawaiian Electric, 4.53%, Series 2012F, due 2032
|
40,000
|
|
|
40,000
|
|
||
Total taxable senior notes
|
773,000
|
|
|
693,000
|
|
||
6.50 %, series 2004, Junior subordinated deferrable interest debentures, due 2034
|
51,546
|
|
|
51,546
|
|
||
Total other long-term debt – unsecured
|
824,546
|
|
|
744,546
|
|
||
Total long-term debt
|
1,286,546
|
|
|
1,206,546
|
|
||
Less unamortized discount
|
—
|
|
|
—
|
|
||
Less current portion long-term debt
|
—
|
|
|
—
|
|
||
Long-term debt, net
|
1,286,546
|
|
|
1,206,546
|
|
||
Total capitalization
|
$
|
3,049,164
|
|
|
$
|
2,922,983
|
|
Consolidated Statements of Changes in Common Stock Equity
|
|
Common stock
|
|
Premium
on
capital
|
|
Retained
|
|
Accumulated
other
comprehensive
|
|
|
|||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
stock
|
|
earnings
|
|
income (loss)
|
|
Total
|
|||||||||||
Balance, December 31, 2012
|
14,665
|
|
|
$
|
97,788
|
|
|
$
|
468,045
|
|
|
$
|
907,273
|
|
|
$
|
(970
|
)
|
|
$
|
1,472,136
|
|
Net income for common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
122,929
|
|
|
—
|
|
|
122,929
|
|
|||||
Other comprehensive income, net of tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,578
|
|
|
1,578
|
|
|||||
Issuance of common stock, net of expenses
|
764
|
|
|
5,092
|
|
|
73,407
|
|
|
—
|
|
|
—
|
|
|
78,499
|
|
|||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,578
|
)
|
|
—
|
|
|
(81,578
|
)
|
|||||
Balance, December 31, 2013
|
15,429
|
|
|
102,880
|
|
|
541,452
|
|
|
948,624
|
|
|
608
|
|
|
1,593,564
|
|
|||||
Net income for common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
137,641
|
|
|
—
|
|
|
137,641
|
|
|||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(563
|
)
|
|||||
Issuance of common stock, net of expenses
|
376
|
|
|
2,508
|
|
|
37,486
|
|
|
—
|
|
|
—
|
|
|
39,994
|
|
|||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,492
|
)
|
|
—
|
|
|
(88,492
|
)
|
|||||
Balance, December 31, 2014
|
15,805
|
|
|
105,388
|
|
|
578,938
|
|
|
997,773
|
|
|
45
|
|
|
1,682,144
|
|
|||||
Net income for common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
135,714
|
|
|
—
|
|
|
135,714
|
|
|||||
Other comprehensive income, net of tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
880
|
|
|
880
|
|
|||||
Common stock issuance expense
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,405
|
)
|
|
—
|
|
|
(90,405
|
)
|
|||||
Balance, December 31, 2015
|
15,805
|
|
|
$
|
105,388
|
|
|
$
|
578,930
|
|
|
$
|
1,043,082
|
|
|
$
|
925
|
|
|
$
|
1,728,325
|
|
Consolidated Statements of Cash Flows
|
Years ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
137,709
|
|
|
$
|
139,636
|
|
|
$
|
124,924
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|||
Depreciation of property, plant and equipment
|
177,380
|
|
|
166,387
|
|
|
154,025
|
|
|||
Other amortization
|
8,939
|
|
|
9,897
|
|
|
7,734
|
|
|||
Impairment of utility assets
|
6,021
|
|
|
1,866
|
|
|
—
|
|
|||
Other
|
1,672
|
|
|
758
|
|
|
—
|
|
|||
Increase in deferred income taxes
|
75,626
|
|
|
82,947
|
|
|
64,507
|
|
|||
Change in tax credits, net
|
4,844
|
|
|
6,062
|
|
|
7,017
|
|
|||
Allowance for equity funds used during construction
|
(6,928
|
)
|
|
(6,771
|
)
|
|
(5,561
|
)
|
|||
Change in cash overdraft
|
—
|
|
|
(1,038
|
)
|
|
1,038
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|||
Decrease in accounts receivable
|
23,727
|
|
|
26,743
|
|
|
49,445
|
|
|||
Decrease (increase) in accrued unbilled revenues
|
40,093
|
|
|
6,750
|
|
|
(9,826
|
)
|
|||
Decrease in fuel oil stock
|
34,830
|
|
|
28,041
|
|
|
27,332
|
|
|||
Decrease (increase) in materials and supplies
|
2,821
|
|
|
(72
|
)
|
|
(7,959
|
)
|
|||
Increase in regulatory assets
|
(24,182
|
)
|
|
(17,000
|
)
|
|
(65,461
|
)
|
|||
Increase (decrease) in accounts payable
|
(54,555
|
)
|
|
(65,527
|
)
|
|
14,731
|
|
|||
Change in prepaid and accrued income taxes and revenue taxes
|
(63,096
|
)
|
|
(4,036
|
)
|
|
(2,028
|
)
|
|||
Increase (decrease) in defined benefit pension and other postretirement
benefit plans liability
|
1,125
|
|
|
(961
|
)
|
|
2,240
|
|
|||
Change in other assets and liabilities
|
(32,620
|
)
|
|
(66,687
|
)
|
|
(35,293
|
)
|
|||
Net cash provided by operating activities
|
333,406
|
|
|
306,995
|
|
|
326,865
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(350,161
|
)
|
|
(336,679
|
)
|
|
(378,044
|
)
|
|||
Contributions in aid of construction
|
40,239
|
|
|
41,806
|
|
|
32,160
|
|
|||
Other
|
1,140
|
|
|
1,164
|
|
|
907
|
|
|||
Net cash used in investing activities
|
(308,782
|
)
|
|
(293,709
|
)
|
|
(344,977
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Common stock dividends
|
(90,405
|
)
|
|
(88,492
|
)
|
|
(81,578
|
)
|
|||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
(1,995
|
)
|
|
(1,995
|
)
|
|
(1,995
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
40,000
|
|
|
78,500
|
|
|||
Proceeds from issuance of long-term debt
|
80,000
|
|
|
—
|
|
|
236,000
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(11,400
|
)
|
|
(166,000
|
)
|
|||
Other
|
(1,537
|
)
|
|
(462
|
)
|
|
(1,149
|
)
|
|||
Net cash (used in) provided by financing activities
|
(13,937
|
)
|
|
(62,349
|
)
|
|
63,778
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
10,687
|
|
|
(49,063
|
)
|
|
45,666
|
|
|||
Cash and cash equivalents, January 1
|
13,762
|
|
|
62,825
|
|
|
17,159
|
|
|||
Cash and cash equivalents, December 31
|
$
|
24,449
|
|
|
$
|
13,762
|
|
|
$
|
62,825
|
|
Notes to Consolidated Financial Statements
|
1
·
Summary of significant accounting policies
|
General
|
(in millions)
|
HEI
|
|
Hawaiian Electric
|
||||
2016
|
$
|
11
|
|
|
$
|
5
|
|
2017
|
10
|
|
|
4
|
|
||
2018
|
7
|
|
|
3
|
|
||
2019
|
6
|
|
|
2
|
|
||
2020
|
4
|
|
|
2
|
|
||
Thereafter
|
10
|
|
|
6
|
|
||
|
$
|
48
|
|
|
$
|
22
|
|
Level 1:
|
Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.
|
Level 2:
|
Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.
|
Level 3:
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
||||
Distributed earnings
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
|
$
|
1.24
|
|
Undistributed earnings
|
|
0.41
|
|
|
0.39
|
|
|
0.39
|
|
|
0.38
|
|
||||
|
|
$
|
1.65
|
|
|
$
|
1.63
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
HEI Consolidated
|
|
ASB
|
||||||||||||||||||||
(in thousands)
|
As
previously
filed
|
Adjust-ment
from adoption of ASU No. 2014-01
|
Reclassi-fications
|
As
currently reported
|
|
As
previously
filed
|
Adjust-ment
from adoption of ASU No. 2014-01 |
As
currently reported
|
|||||||||||||||
HEI Consolidated Income Statements/ASB Statements of Income Data
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||||||||||
Bank expenses/Noninterest expense
|
$
|
176,878
|
|
$
|
(3,676
|
)
|
|
$
|
173,202
|
|
|
$
|
159,944
|
|
$
|
(3,676
|
)
|
$
|
156,268
|
|
|||
Bank operating income/Income before income taxes
|
75,619
|
|
3,676
|
|
|
79,295
|
|
|
75,619
|
|
3,676
|
|
79,295
|
|
|||||||||
Income taxes
|
91,712
|
|
3,867
|
|
|
95,579
|
|
|
24,127
|
|
3,867
|
|
27,994
|
|
|||||||||
Net income for common stock/Net income
|
168,320
|
|
(191
|
)
|
|
168,129
|
|
|
51,492
|
|
(191
|
)
|
51,301
|
|
|||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||||||
Bank expenses/Noninterest expense
|
171,090
|
|
(2,089
|
)
|
|
169,001
|
|
|
159,504
|
|
(2,089
|
)
|
157,415
|
|
|||||||||
Bank operating income/Income before income taxes
|
87,057
|
|
2,089
|
|
|
89,146
|
|
|
87,059
|
|
2,089
|
|
89,148
|
|
|||||||||
Income taxes
|
84,341
|
|
1,896
|
|
|
86,237
|
|
|
29,525
|
|
1,896
|
|
31,421
|
|
|||||||||
Net income for common stock/Net income
|
161,516
|
|
193
|
|
|
161,709
|
|
|
57,534
|
|
193
|
|
57,727
|
|
|||||||||
HEI Consolidated Balance Sheet/ASB Balance Sheet Data
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other assets
|
541,542
|
|
981
|
|
|
542,523
|
|
|
304,435
|
|
981
|
|
305,416
|
|
|||||||||
Total assets and Total liabilities and shareholders’ equity
|
11,184,161
|
|
981
|
|
|
11,185,142
|
|
|
5,565,241
|
|
981
|
|
5,566,222
|
|
|||||||||
Deferred income taxes/Other liabilities
|
631,734
|
|
1,836
|
|
|
633,570
|
|
|
116,527
|
|
1,836
|
|
118,363
|
|
|||||||||
Total liabilities
|
9,358,440
|
|
1,836
|
|
|
9,360,276
|
|
|
5,030,598
|
|
1,836
|
|
5,032,434
|
|
|||||||||
Retained earnings
|
297,509
|
|
(855
|
)
|
|
296,654
|
|
|
212,789
|
|
(855
|
)
|
211,934
|
|
|||||||||
Total shareholders’ equity
|
1,791,428
|
|
(855
|
)
|
|
1,790,573
|
|
|
534,643
|
|
(855
|
)
|
533,788
|
|
|||||||||
HEI Consolidated Statements of Changes in Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|||||||||||||||
Retained earnings
|
255,694
|
|
(664
|
)
|
|
255,030
|
|
|
|
|
|
||||||||||||
Total shareholders’ equity
|
1,727,070
|
|
(664
|
)
|
|
1,726,406
|
|
|
|
|
|
||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|||||||||||||||
Retained earnings
|
216,804
|
|
(857
|
)
|
|
215,947
|
|
|
|
|
|
||||||||||||
Total shareholders’ equity
|
1,593,865
|
|
(857
|
)
|
|
1,593,008
|
|
|
|
|
|
||||||||||||
HEI Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
170,210
|
|
(191
|
)
|
|
170,019
|
|
|
|
|
|
||||||||||||
Increase in deferred income taxes
|
103,916
|
|
310
|
|
|
104,226
|
|
|
|
|
|
||||||||||||
Change in other assets and liabilities
|
(94,966
|
)
|
(119
|
)
|
$
|
(6,111
|
)
|
(101,196
|
)
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
163,406
|
|
193
|
|
|
163,599
|
|
|
|
|
|
||||||||||||
Increase in deferred income taxes
|
80,399
|
|
(254
|
)
|
|
80,145
|
|
|
|
|
|
||||||||||||
Change in other assets and liabilities
|
(11,696
|
)
|
61
|
|
(2,657
|
)
|
(14,292
|
)
|
|
|
|
|
(in thousands)
|
As
previously
filed
|
Adjustment from adoption of ASU No. 2015-17
|
As
currently reported
|
|||||||
December 31, 2014
|
|
|
|
|||||||
Hawaiian Electric Consolidated Balance Sheet
|
|
|
|
|||||||
Prepayments and other
|
$
|
66,383
|
|
$
|
(32,915
|
)
|
$
|
33,468
|
|
|
Total current assets
|
615,003
|
|
(32,915
|
)
|
582,088
|
|
||||
Total assets and Total capitalization and liabilities
|
5,590,457
|
|
(32,915
|
)
|
5,557,542
|
|
||||
Other current liabilities
|
65,146
|
|
(3,482
|
)
|
61,664
|
|
||||
Total current liabilities
|
502,430
|
|
(3,482
|
)
|
498,948
|
|
||||
Deferred income taxes
|
602,872
|
|
(29,433
|
)
|
573,439
|
|
||||
Total deferred credits and other liabilities
|
1,698,612
|
|
(29,433
|
)
|
1,669,179
|
|
||||
Note 4 - Hawaiian Electric Consolidating Balance Sheet
|
|
|
|
|||||||
Hawaiian Electric (parent only)
|
|
|
|
|||||||
Prepayments and other
|
44,680
|
|
(24,449
|
)
|
20,231
|
|
||||
Total current assets
|
463,929
|
|
(24,449
|
)
|
439,480
|
|
||||
Total assets and Total liabilities and shareholders’ equity
|
4,396,815
|
|
(24,449
|
)
|
4,372,366
|
|
||||
Other current liabilities
|
48,282
|
|
(2,913
|
)
|
45,369
|
|
||||
Total current liabilities
|
362,652
|
|
(2,913
|
)
|
359,739
|
|
||||
Deferred income taxes
|
429,515
|
|
(21,536
|
)
|
407,979
|
|
||||
Total deferred credits and other liabilities
|
1,215,441
|
|
(21,536
|
)
|
1,193,905
|
|
||||
Hawaii Electric Light
|
|
|
|
|||||||
Prepayments and other
|
8,611
|
|
1,526
|
|
10,137
|
|
||||
Total current assets
|
77,561
|
|
1,526
|
|
79,087
|
|
||||
Total assets and Total liabilities and shareholders’ equity
|
924,885
|
|
1,526
|
|
926,411
|
|
||||
Other current liabilities
|
9,866
|
|
(279
|
)
|
9,587
|
|
||||
Total current liabilities
|
85,631
|
|
(279
|
)
|
85,352
|
|
||||
Deferred income taxes
|
90,119
|
|
1,805
|
|
91,924
|
|
||||
Total deferred credits and other liabilities
|
265,993
|
|
1,805
|
|
267,798
|
|
||||
Maui Electric
|
|
|
|
|||||||
Prepayments and other
|
13,567
|
|
(9,992
|
)
|
3,575
|
|
||||
Total current assets
|
98,911
|
|
(9,992
|
)
|
88,919
|
|
||||
Total assets and Total liabilities and shareholders’ equity
|
832,977
|
|
(9,992
|
)
|
822,985
|
|
||||
Other current liabilities
|
16,094
|
|
(290
|
)
|
15,804
|
|
||||
Total current liabilities
|
79,646
|
|
(290
|
)
|
79,356
|
|
||||
Deferred income taxes
|
83,238
|
|
(9,702
|
)
|
73,536
|
|
||||
Total deferred credits and other liabilities
|
217,421
|
|
(9,702
|
)
|
207,719
|
|
||||
December 31, 2013
|
|
|
|
|||||||
Note 3 -
Hawaiian Electric Consolidated assets
|
5,087,129
|
|
(20,702
|
)
|
5,066,427
|
|
•
|
Requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.
|
•
|
Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
|
•
|
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables).
|
•
|
Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost.
|
Electric utility
|
Bank (HEI only)
|
•
|
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.
|
•
|
macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital or other developments in equity and credit markets;
|
•
|
industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a change in the market for an entity’s products or services or a regulatory or political development;
|
•
|
cost factors that have a negative effect on earnings and cash flows;
|
•
|
overall financial performance such as a decline in actual or planned revenues or earnings compared with actual and projected results of relevant prior periods;
|
•
|
other relevant entity-specific events such as changes in management, key personnel, strategy or customers; contemplation of bankruptcy or litigation;
|
•
|
events affecting a reporting unit such as a change in the composition or carrying amount of its net assets;
|
•
|
if applicable, a sustained decrease in share price (consider in both absolute terms and relative to peers).
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in millions)
|
|
|
|
|
|
|
|
|
|||
Amounts in income taxes related to investments in qualifying affordable housing projects
|
|
|
|
|
|
|
|
|
|||
Amortization recognized in the provision for income taxes
|
$
|
(5.4
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(2.2
|
)
|
Tax credits and other tax benefits recognized in the provision for income taxes
|
8.0
|
|
|
5.4
|
|
|
3.6
|
|
|||
Net benefit to income tax expense
|
$
|
2.6
|
|
|
$
|
1.8
|
|
|
$
|
1.4
|
|
2
·
Proposed Merger
|
•
|
subject to PUC approval, completing full smart meter deployment to all customers by December 31, 2019
|
•
|
reflecting
100%
of all net non-fuel O&M savings achieved by the Utilities and limiting non-fuel O&M expenses to levels no higher than the non-fuel O&M expenses in 2014, adjusted for inflation, in the revenue requirements in the first rate case following the four-year rate case moratorium
|
•
|
establishing a funding mechanism of
$2.5 million
per year during the four-year rate case moratorium to be used for purposes in the public interest at the PUC’s discretion and direction
|
•
|
committing to corporate giving of at least
$2.2 million
for a minimum of
10
years post-closing
|
•
|
committing to not selling the Utilities or their holding company for at least
10
years post-closing
|
•
|
committing to undertake good faith efforts to achieve a consolidated renewable portfolio standard of
thirty-five percent
of net electricity sales by December 31, 2020, and
fifty percent
of net electricity sales by December 31, 2030;
|
•
|
committing to and specifying in detail how
$60 million
in total rate credits will be provided over the four-year base rate moratorium period; and
|
•
|
commiting to (i) establish a new intermediate holding company, Hawaiian Electric Utility Holdings, which will have a voting board of directors and a majority of the members of the board of directors who will be residents of Hawaii, (ii) implement a suite of additional ring fencing commitments, and (iii) develop employees from within the Companies to fill executive vacancies
|
3
·
Segment financial information
|
Electric utility
|
Bank
|
Other
|
(in thousands)
|
Electric utility
|
|
Bank
|
|
|
Other
|
|
|
Total
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
$
|
2,335,135
|
|
|
$
|
267,733
|
|
|
$
|
114
|
|
|
$
|
2,602,982
|
|
Intersegment revenues (eliminations)
|
31
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
||||
Revenues
|
2,335,166
|
|
|
267,733
|
|
|
83
|
|
|
2,602,982
|
|
||||
Depreciation and amortization
|
186,319
|
|
|
7,928
|
|
|
1,338
|
|
|
195,585
|
|
||||
Interest expense, net
|
66,370
|
|
|
11,326
|
|
|
10,780
|
|
|
88,476
|
|
||||
Income (loss) before income taxes
|
217,131
|
|
|
83,812
|
|
|
(46,155
|
)
|
|
254,788
|
|
||||
Income taxes (benefit)
|
79,422
|
|
|
29,082
|
|
|
(15,483
|
)
|
|
93,021
|
|
||||
Net income (loss)
|
137,709
|
|
|
54,730
|
|
|
(30,672
|
)
|
|
161,767
|
|
||||
Preferred stock dividends of subsidiaries
|
1,995
|
|
|
—
|
|
|
(105
|
)
|
|
1,890
|
|
||||
Net income (loss) for common stock
|
135,714
|
|
|
54,730
|
|
|
(30,567
|
)
|
|
159,877
|
|
||||
Capital expenditures
|
350,161
|
|
|
13,470
|
|
|
173
|
|
|
363,804
|
|
||||
Assets (at December 31, 2015)
|
5,680,054
|
|
|
6,014,755
|
|
|
95,387
|
|
|
11,790,196
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
$
|
2,987,299
|
|
|
$
|
252,497
|
|
|
$
|
(254
|
)
|
|
$
|
3,239,542
|
|
Intersegment revenues (eliminations)
|
24
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
||||
Revenues
|
2,987,323
|
|
|
252,497
|
|
|
(278
|
)
|
|
3,239,542
|
|
||||
Depreciation and amortization
|
176,284
|
|
|
5,399
|
|
|
1,361
|
|
|
183,044
|
|
||||
Interest expense, net
|
64,757
|
|
|
10,808
|
|
|
11,595
|
|
|
87,160
|
|
||||
Income (loss) before income taxes
|
220,361
|
|
|
79,295
|
|
|
(34,058
|
)
|
|
265,598
|
|
||||
Income taxes (benefit)
|
80,725
|
|
|
27,994
|
|
|
(13,140
|
)
|
|
95,579
|
|
||||
Net income (loss)
|
139,636
|
|
|
51,301
|
|
|
(20,918
|
)
|
|
170,019
|
|
||||
Preferred stock dividends of subsidiaries
|
1,995
|
|
|
—
|
|
|
(105
|
)
|
|
1,890
|
|
||||
Net income (loss) for common stock
|
137,641
|
|
|
51,301
|
|
|
(20,813
|
)
|
|
168,129
|
|
||||
Capital expenditures
|
336,679
|
|
|
28,073
|
|
|
74
|
|
|
364,826
|
|
||||
Assets (at December 31, 2014)
|
5,557,542
|
|
|
5,566,222
|
|
|
61,378
|
|
|
11,185,142
|
|
||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers
|
$
|
2,980,139
|
|
|
$
|
258,147
|
|
|
$
|
184
|
|
|
$
|
3,238,470
|
|
Intersegment revenues (eliminations)
|
33
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
||||
Revenues
|
2,980,172
|
|
|
258,147
|
|
|
151
|
|
|
3,238,470
|
|
||||
Depreciation and amortization
|
161,759
|
|
|
4,230
|
|
|
1,396
|
|
|
167,385
|
|
||||
Interest expense, net
|
59,279
|
|
|
10,077
|
|
|
16,200
|
|
|
85,556
|
|
||||
Income (loss) before income taxes
|
194,041
|
|
|
89,148
|
|
|
(33,353
|
)
|
|
249,836
|
|
||||
Income taxes (benefit)
|
69,117
|
|
|
31,421
|
|
|
(14,301
|
)
|
|
86,237
|
|
||||
Net income (loss)
|
124,924
|
|
|
57,727
|
|
|
(19,052
|
)
|
|
163,599
|
|
||||
Preferred stock dividends of subsidiaries
|
1,995
|
|
|
—
|
|
|
(105
|
)
|
|
1,890
|
|
||||
Net income (loss) for common stock
|
122,929
|
|
|
57,727
|
|
|
(18,947
|
)
|
|
161,709
|
|
||||
Capital expenditures
|
378,044
|
|
|
11,193
|
|
|
201
|
|
|
389,438
|
|
||||
Assets (at December 31, 2013)
|
5,066,427
|
|
|
5,244,686
|
|
|
29,793
|
|
|
10,340,906
|
|
4
·
Electric utility segment
|
December 31
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
|
|
||
Retirement benefit plans (balance primarily varies with plans’ funded statuses)
|
$
|
679,766
|
|
|
$
|
683,243
|
|
Income taxes, net (1 to 55 years)
|
88,039
|
|
|
86,836
|
|
||
Decoupling revenue balancing account and RAM regulatory asset (1 to 2 years)
|
74,462
|
|
|
91,353
|
|
||
Unamortized expense and premiums on retired debt and equity issuances (19 to 30 years; 6 to 18 years remaining)
|
14,089
|
|
|
15,569
|
|
||
Vacation earned, but not yet taken (1 year)
|
10,420
|
|
|
10,248
|
|
||
Postretirement benefits other than pensions (18 years; less than 1 year remaining)
|
—
|
|
|
18
|
|
||
Other (1 to 50 years; 1 to 46 years remaining)
|
29,955
|
|
|
17,997
|
|
||
|
$
|
896,731
|
|
|
$
|
905,264
|
|
Included in:
|
|
|
|
|
|
||
Current assets
|
$
|
72,231
|
|
|
$
|
71,421
|
|
Long-term assets
|
824,500
|
|
|
833,843
|
|
||
|
$
|
896,731
|
|
|
$
|
905,264
|
|
December 31
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
|
|
||
Cost of removal in excess of salvage value (1 to 60 years)
|
$
|
357,825
|
|
|
$
|
331,000
|
|
Retirement benefit plans (5 years beginning with respective utility’s next rate case)
|
9,835
|
|
|
12,413
|
|
||
Other (5 years; 1 to 2 years remaining)
|
3,883
|
|
|
1,436
|
|
||
|
$
|
371,543
|
|
|
$
|
344,849
|
|
Included in:
|
|
|
|
||||
Current liabilities
|
$
|
2,204
|
|
|
$
|
632
|
|
Long-term liabilities
|
369,339
|
|
|
344,217
|
|
||
|
$
|
371,543
|
|
|
$
|
344,849
|
|
December 31, 2015
|
Voluntary
liquidation price
|
|
Redemption
price
|
||||
Series
|
|
|
|
|
|
||
C, D, E, H, J and K (Hawaiian Electric)
|
$
|
20
|
|
|
$
|
21
|
|
I (Hawaiian Electric)
|
20
|
|
|
20
|
|
||
G (Hawaii Electric Light)
|
100
|
|
|
100
|
|
||
H (Maui Electric)
|
100
|
|
|
100
|
|
(in thousands)
|
2015
|
|
2014
|
||||
Balance, January 1
|
$
|
29,419
|
|
|
$
|
43,106
|
|
Accretion expense
|
24
|
|
|
890
|
|
||
Liabilities incurred
|
—
|
|
|
—
|
|
||
Liabilities settled
|
(2,595
|
)
|
|
(14,577
|
)
|
||
Revisions in estimated cash flows
|
—
|
|
|
—
|
|
||
Balance, December 31
|
$
|
26,848
|
|
|
$
|
29,419
|
|
•
|
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.
|
($ in millions)
|
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
||||||
Annual incremental RAM adjusted revenues
|
|
$
|
8.1
|
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Annual change in accrued earnings sharing credits to be refunded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Annual change in accrued RBA balance as of December 31, 2015 (and associated revenue taxes) to be collected
|
|
$
|
(9.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.2
|
)
|
Net annual incremental amount to be collected under the tariffs
|
|
$
|
(1.1
|
)
|
|
$
|
1.5
|
|
|
$
|
(0.8
|
)
|
Impact on typical residential customer monthly bill (in dollars) *
|
|
$
|
(0.09
|
)
|
|
$
|
0.88
|
|
|
$
|
(0.13
|
)
|
•
|
Distributed Generation Interconnection Plan - 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 - the Utilities’ Plan was filed in June 2014.
|
•
|
Action Plan for improving efficiencies in the interconnection requirements studies - the Utilities’ Plan was filed in May 2014.
|
•
|
The Utilities are to file monthly reports providing details about interconnection requirements studies.
|
•
|
Integrated interconnection queue for each distribution circuit for each island grid - the Utilities’ integrated interconnection queue plan was filed in August 2014 and the integrated interconnection queues were implemented in January 2015.
|
(1)
|
new pricing provisions for future rooftop photovoltaic (PV) systems,
|
(2)
|
technical standards for advanced inverters,
|
(3)
|
new options for customers including battery-equipped rooftop PV systems,
|
(4)
|
a pilot time-of-use rate,
|
(5)
|
an improved method of calculating the amount of rooftop PV that can be safely installed, and
|
(6)
|
a streamlined and standardized PV application process.
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
$
|
1,644,181
|
|
|
345,549
|
|
|
345,517
|
|
|
—
|
|
|
(81
|
)
|
[1]
|
|
$
|
2,335,166
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
458,069
|
|
|
71,851
|
|
|
124,680
|
|
|
—
|
|
|
—
|
|
|
|
654,600
|
|
||
Purchased power
|
440,983
|
|
|
97,503
|
|
|
55,610
|
|
|
—
|
|
|
—
|
|
|
|
594,096
|
|
||
Other operation and maintenance
|
284,583
|
|
|
63,098
|
|
|
65,408
|
|
|
—
|
|
|
—
|
|
|
|
413,089
|
|
||
Depreciation
|
117,682
|
|
|
37,250
|
|
|
22,448
|
|
|
—
|
|
|
—
|
|
|
|
177,380
|
|
||
Taxes, other than income taxes
|
156,871
|
|
|
32,312
|
|
|
32,702
|
|
|
—
|
|
|
—
|
|
|
|
221,885
|
|
||
Total expenses
|
1,458,188
|
|
|
302,014
|
|
|
300,848
|
|
|
—
|
|
|
—
|
|
|
|
2,061,050
|
|
||
Operating income
|
185,993
|
|
|
43,535
|
|
|
44,669
|
|
|
—
|
|
|
(81
|
)
|
|
|
274,116
|
|
||
Allowance for equity funds used during construction
|
5,641
|
|
|
604
|
|
|
683
|
|
|
—
|
|
|
—
|
|
|
|
6,928
|
|
||
Equity in earnings of subsidiaries
|
42,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,920
|
)
|
[2]
|
|
—
|
|
||
Interest expense and other charges, net
|
(45,899
|
)
|
|
(10,773
|
)
|
|
(9,779
|
)
|
|
—
|
|
|
81
|
|
[1]
|
|
(66,370
|
)
|
||
Allowance for borrowed funds used during construction
|
1,967
|
|
|
215
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
|
2,457
|
|
||
Income before income taxes
|
190,622
|
|
|
33,581
|
|
|
35,848
|
|
|
—
|
|
|
(42,920
|
)
|
|
|
217,131
|
|
||
Income taxes
|
53,828
|
|
|
12,292
|
|
|
13,302
|
|
|
—
|
|
|
—
|
|
|
|
79,422
|
|
||
Net income
|
136,794
|
|
|
21,289
|
|
|
22,546
|
|
|
—
|
|
|
(42,920
|
)
|
|
|
137,709
|
|
||
Preferred stock dividends of subsidiaries
|
—
|
|
|
534
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
|
915
|
|
||
Net income attributable to Hawaiian Electric
|
136,794
|
|
|
20,755
|
|
|
22,165
|
|
|
—
|
|
|
(42,920
|
)
|
|
|
136,794
|
|
||
Preferred stock dividends of Hawaiian Electric
|
1,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,080
|
|
||
Net income for common stock
|
$
|
135,714
|
|
|
20,755
|
|
|
22,165
|
|
|
—
|
|
|
(42,920
|
)
|
|
|
$
|
135,714
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income for common stock
|
$
|
135,714
|
|
|
20,755
|
|
|
22,165
|
|
|
—
|
|
|
(42,920
|
)
|
|
|
$
|
135,714
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net gains (losses) arising during the period, net of tax benefits
|
5,638
|
|
|
(2,710
|
)
|
|
(1,352
|
)
|
|
—
|
|
|
4,062
|
|
[1]
|
|
5,638
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
20,381
|
|
|
2,728
|
|
|
2,503
|
|
|
—
|
|
|
(5,231
|
)
|
[1]
|
|
20,381
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
|
(25,139
|
)
|
|
104
|
|
|
(1,107
|
)
|
|
—
|
|
|
1,003
|
|
[1]
|
|
(25,139
|
)
|
||
Other comprehensive income, net of tax benefits
|
880
|
|
|
122
|
|
|
44
|
|
|
—
|
|
|
(166
|
)
|
|
|
880
|
|
||
Comprehensive income attributable to common shareholder
|
$
|
136,594
|
|
|
20,877
|
|
|
22,209
|
|
|
—
|
|
|
(43,086
|
)
|
|
|
$
|
136,594
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
$
|
2,142,245
|
|
|
422,200
|
|
|
422,965
|
|
|
—
|
|
|
(87
|
)
|
[1]
|
|
$
|
2,987,323
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
821,246
|
|
|
117,215
|
|
|
193,224
|
|
|
—
|
|
|
—
|
|
|
|
1,131,685
|
|
||
Purchased power
|
537,821
|
|
|
123,226
|
|
|
60,961
|
|
|
—
|
|
|
—
|
|
|
|
722,008
|
|
||
Other operation and maintenance
|
283,532
|
|
|
65,471
|
|
|
61,609
|
|
|
—
|
|
|
—
|
|
|
|
410,612
|
|
||
Depreciation
|
109,204
|
|
|
35,904
|
|
|
21,279
|
|
|
—
|
|
|
—
|
|
|
|
166,387
|
|
||
Taxes, other than income taxes
|
201,426
|
|
|
39,521
|
|
|
39,916
|
|
|
—
|
|
|
—
|
|
|
|
280,863
|
|
||
Impairment of utility assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
Total expenses
|
1,953,229
|
|
|
381,337
|
|
|
376,989
|
|
|
—
|
|
|
—
|
|
|
|
2,711,555
|
|
||
Operating income
|
189,016
|
|
|
40,863
|
|
|
45,976
|
|
|
—
|
|
|
(87
|
)
|
|
|
275,768
|
|
||
Allowance for equity funds used
during construction
|
6,085
|
|
|
472
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
|
6,771
|
|
||
Equity in earnings of subsidiaries
|
40,964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,964
|
)
|
[2]
|
|
—
|
|
||
Interest expense and other charges, net
|
(44,041
|
)
|
|
(11,030
|
)
|
|
(9,773
|
)
|
|
|
|
87
|
|
[1]
|
|
(64,757
|
)
|
|||
Allowance for borrowed funds used during construction
|
2,306
|
|
|
182
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
|
2,579
|
|
||
Income before income taxes
|
194,330
|
|
|
30,487
|
|
|
36,508
|
|
|
—
|
|
|
(40,964
|
)
|
|
|
220,361
|
|
||
Income taxes
|
55,609
|
|
|
11,264
|
|
|
13,852
|
|
|
—
|
|
|
—
|
|
|
|
80,725
|
|
||
Net income
|
138,721
|
|
|
19,223
|
|
|
22,656
|
|
|
—
|
|
|
(40,964
|
)
|
|
|
139,636
|
|
||
Preferred stock dividends of subsidiaries
|
—
|
|
|
534
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
|
915
|
|
||
Net income attributable to Hawaiian Electric
|
138,721
|
|
|
18,689
|
|
|
22,275
|
|
|
—
|
|
|
(40,964
|
)
|
|
|
138,721
|
|
||
Preferred stock dividends of Hawaiian Electric
|
1,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,080
|
|
||
Net income for common stock
|
$
|
137,641
|
|
|
18,689
|
|
|
22,275
|
|
|
—
|
|
|
(40,964
|
)
|
|
|
$
|
137,641
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income for common stock
|
$
|
137,641
|
|
|
18,689
|
|
|
22,275
|
|
|
—
|
|
|
(40,964
|
)
|
|
|
$
|
137,641
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net gains arising during the period, net of taxes
|
(218,608
|
)
|
|
(28,725
|
)
|
|
(29,352
|
)
|
|
—
|
|
|
58,077
|
|
[1]
|
|
(218,608
|
)
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
10,212
|
|
|
1,270
|
|
|
1,090
|
|
|
—
|
|
|
(2,360
|
)
|
[1]
|
|
10,212
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits
|
207,833
|
|
|
27,437
|
|
|
28,257
|
|
|
—
|
|
|
(55,694
|
)
|
[1]
|
|
207,833
|
|
||
Other comprehensive loss, net of tax benefits
|
(563
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|
—
|
|
|
23
|
|
|
|
(563
|
)
|
||
Comprehensive income attributable to common shareholder
|
$
|
137,078
|
|
|
18,671
|
|
|
22,270
|
|
|
—
|
|
|
(40,941
|
)
|
|
|
$
|
137,078
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Revenues
|
$
|
2,124,174
|
|
|
431,517
|
|
|
424,603
|
|
|
—
|
|
|
(122
|
)
|
[1]
|
|
$
|
2,980,172
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel oil
|
851,365
|
|
|
125,516
|
|
|
208,671
|
|
|
—
|
|
|
—
|
|
|
|
1,185,552
|
|
||
Purchased power
|
527,839
|
|
|
128,368
|
|
|
54,474
|
|
|
—
|
|
|
—
|
|
|
|
710,681
|
|
||
Other operation and maintenance
|
283,768
|
|
|
61,418
|
|
|
58,081
|
|
|
3
|
|
|
—
|
|
|
|
403,270
|
|
||
Depreciation
|
99,738
|
|
|
34,188
|
|
|
20,099
|
|
|
—
|
|
|
—
|
|
|
|
154,025
|
|
||
Taxes, other than income taxes
|
200,962
|
|
|
40,092
|
|
|
40,077
|
|
|
—
|
|
|
—
|
|
|
|
281,131
|
|
||
Impairment of utility assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
Total expenses
|
1,963,672
|
|
|
389,582
|
|
|
381,402
|
|
|
3
|
|
|
—
|
|
|
|
2,734,659
|
|
||
Operating income (loss)
|
160,502
|
|
|
41,935
|
|
|
43,201
|
|
|
(3
|
)
|
|
(122
|
)
|
|
|
245,513
|
|
||
Allowance for equity funds used
during construction
|
4,495
|
|
|
643
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|
|
5,561
|
|
||
Equity in earnings of subsidiaries
|
41,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,410
|
)
|
[2]
|
|
—
|
|
||
Interest expense and other charges, net
|
(39,107
|
)
|
|
(11,341
|
)
|
|
(8,953
|
)
|
|
—
|
|
|
122
|
|
[1]
|
|
(59,279
|
)
|
||
Allowance for borrowed funds used during construction
|
1,814
|
|
|
263
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
|
2,246
|
|
||
Income (loss) before income taxes
|
169,114
|
|
|
31,500
|
|
|
34,840
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
|
194,041
|
|
||
Income taxes
|
45,105
|
|
|
10,830
|
|
|
13,182
|
|
|
—
|
|
|
—
|
|
|
|
69,117
|
|
||
Net income (loss)
|
124,009
|
|
|
20,670
|
|
|
21,658
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
|
124,924
|
|
||
Preferred stock dividends of subsidiaries
|
—
|
|
|
534
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
|
915
|
|
||
Net income (loss) attributable to Hawaiian Electric
|
124,009
|
|
|
20,136
|
|
|
21,277
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
|
124,009
|
|
||
Preferred stock dividends of Hawaiian Electric
|
1,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,080
|
|
||
Net income (loss) for common stock
|
$
|
122,929
|
|
|
20,136
|
|
|
21,277
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
|
$
|
122,929
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Net income (loss) for common stock
|
$
|
122,929
|
|
|
20,136
|
|
|
21,277
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
|
$
|
122,929
|
|
Other comprehensive income, net of taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net losses arising during the period, net of tax benefits
|
203,479
|
|
|
30,542
|
|
|
27,820
|
|
|
—
|
|
|
(58,362
|
)
|
[1]
|
|
203,479
|
|
||
Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
|
20,694
|
|
|
2,880
|
|
|
2,557
|
|
|
—
|
|
|
(5,437
|
)
|
[1]
|
|
20,694
|
|
||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits
|
(222,595
|
)
|
|
(33,277
|
)
|
|
(30,254
|
)
|
|
—
|
|
|
63,531
|
|
[1]
|
|
(222,595
|
)
|
||
Other comprehensive income, net of taxes
|
1,578
|
|
|
145
|
|
|
123
|
|
|
—
|
|
|
(268
|
)
|
|
|
1,578
|
|
||
Comprehensive income (loss) attributable to common shareholder
|
$
|
124,507
|
|
|
20,281
|
|
|
21,400
|
|
|
(3
|
)
|
|
(41,678
|
)
|
|
|
$
|
124,507
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Utility property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Land
|
$
|
43,557
|
|
|
6,219
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
|
$
|
52,792
|
|
Plant and equipment
|
4,026,079
|
|
|
1,212,195
|
|
|
1,077,424
|
|
|
—
|
|
|
—
|
|
|
|
6,315,698
|
|
||
Less accumulated depreciation
|
(1,316,467
|
)
|
|
(486,028
|
)
|
|
(463,509
|
)
|
|
—
|
|
|
—
|
|
|
|
(2,266,004
|
)
|
||
Construction in progress
|
147,979
|
|
|
11,455
|
|
|
15,875
|
|
|
—
|
|
|
—
|
|
|
|
175,309
|
|
||
Utility property, plant and equipment, net
|
2,901,148
|
|
|
743,841
|
|
|
632,806
|
|
|
—
|
|
|
—
|
|
|
|
4,277,795
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation
|
5,659
|
|
|
82
|
|
|
1,531
|
|
|
—
|
|
|
—
|
|
|
|
7,272
|
|
||
Total property, plant and equipment, net
|
2,906,807
|
|
|
743,923
|
|
|
634,337
|
|
|
—
|
|
|
—
|
|
|
|
4,285,067
|
|
||
Investment in wholly-owned subsidiaries, at equity
|
556,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556,528
|
)
|
[2]
|
|
0
|
|
||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash and equivalents
|
16,281
|
|
|
2,682
|
|
|
5,385
|
|
|
101
|
|
|
—
|
|
|
|
24,449
|
|
||
Advances to affiliates
|
—
|
|
|
15,500
|
|
|
7,500
|
|
|
—
|
|
|
(23,000
|
)
|
[1]
|
|
—
|
|
||
Customer accounts receivable, net
|
93,515
|
|
|
20,508
|
|
|
18,755
|
|
|
—
|
|
|
—
|
|
|
|
132,778
|
|
||
Accrued unbilled revenues, net
|
60,080
|
|
|
12,531
|
|
|
11,898
|
|
|
—
|
|
|
—
|
|
|
|
84,509
|
|
||
Other accounts receivable, net
|
16,421
|
|
|
1,275
|
|
|
1,674
|
|
|
—
|
|
|
(8,962
|
)
|
[1]
|
|
10,408
|
|
||
Fuel oil stock, at average cost
|
49,455
|
|
|
8,310
|
|
|
13,451
|
|
|
—
|
|
|
—
|
|
|
|
71,216
|
|
||
Materials and supplies, at average cost
|
30,921
|
|
|
6,865
|
|
|
16,643
|
|
|
—
|
|
|
—
|
|
|
|
54,429
|
|
||
Prepayments and other
|
25,505
|
|
|
9,091
|
|
|
2,295
|
|
|
—
|
|
|
(251
|
)
|
[3]
|
|
36,640
|
|
||
Regulatory assets
|
63,615
|
|
|
4,501
|
|
|
4,115
|
|
|
—
|
|
|
—
|
|
|
|
72,231
|
|
||
Total current assets
|
355,793
|
|
|
81,263
|
|
|
81,716
|
|
|
101
|
|
|
(32,213
|
)
|
|
|
486,660
|
|
||
Other long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
608,957
|
|
|
114,562
|
|
|
100,981
|
|
|
—
|
|
|
—
|
|
|
|
824,500
|
|
||
Unamortized debt expense
|
5,742
|
|
|
1,494
|
|
|
1,105
|
|
|
—
|
|
|
—
|
|
|
|
8,341
|
|
||
Other
|
47,731
|
|
|
14,693
|
|
|
13,062
|
|
|
—
|
|
|
—
|
|
|
|
75,486
|
|
||
Total other long-term assets
|
662,430
|
|
|
130,749
|
|
|
115,148
|
|
|
—
|
|
|
—
|
|
|
|
908,327
|
|
||
Total assets
|
$
|
4,481,558
|
|
|
955,935
|
|
|
831,201
|
|
|
101
|
|
|
(588,741
|
)
|
|
|
$
|
5,680,054
|
|
Capitalization and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock equity
|
$
|
1,728,325
|
|
|
292,702
|
|
|
263,725
|
|
|
101
|
|
|
(556,528
|
)
|
[2]
|
|
$
|
1,728,325
|
|
Cumulative preferred stock–not subject to mandatory redemption
|
22,293
|
|
|
7,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
|
34,293
|
|
||
Long-term debt, net
|
880,546
|
|
|
215,000
|
|
|
191,000
|
|
|
—
|
|
|
—
|
|
|
|
1,286,546
|
|
||
Total capitalization
|
2,631,164
|
|
|
514,702
|
|
|
459,725
|
|
|
101
|
|
|
(556,528
|
)
|
|
|
3,049,164
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Short-term borrowings-affiliate
|
23,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,000
|
)
|
[1]
|
|
—
|
|
||
Accounts payable
|
84,631
|
|
|
17,702
|
|
|
12,513
|
|
|
—
|
|
|
—
|
|
|
|
114,846
|
|
||
Interest and preferred dividends payable
|
15,747
|
|
|
4,255
|
|
|
3,113
|
|
|
—
|
|
|
(4
|
)
|
[1]
|
|
23,111
|
|
||
Taxes accrued
|
131,668
|
|
|
30,342
|
|
|
29,325
|
|
|
—
|
|
|
(251
|
)
|
[3]
|
|
191,084
|
|
||
Regulatory liabilities
|
—
|
|
|
1,030
|
|
|
1,174
|
|
|
—
|
|
|
—
|
|
|
|
2,204
|
|
||
Other
|
41,083
|
|
|
8,760
|
|
|
13,194
|
|
|
—
|
|
|
(8,958
|
)
|
[1]
|
|
54,079
|
|
||
Total current liabilities
|
296,129
|
|
|
62,089
|
|
|
59,319
|
|
|
—
|
|
|
(32,213
|
)
|
|
|
385,324
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
466,133
|
|
|
100,681
|
|
|
87,706
|
|
|
—
|
|
|
286
|
|
[1]
|
|
654,806
|
|
||
Regulatory liabilities
|
254,033
|
|
|
84,623
|
|
|
30,683
|
|
|
—
|
|
|
—
|
|
|
|
369,339
|
|
||
Unamortized tax credits
|
54,078
|
|
|
15,406
|
|
|
14,730
|
|
|
—
|
|
|
—
|
|
|
|
84,214
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
409,021
|
|
|
69,893
|
|
|
74,060
|
|
|
—
|
|
|
—
|
|
|
|
552,974
|
|
||
Other
|
51,273
|
|
|
13,243
|
|
|
13,916
|
|
|
—
|
|
|
(286
|
)
|
[1]
|
|
78,146
|
|
||
Total deferred credits and other liabilities
|
1,234,538
|
|
|
283,846
|
|
|
221,095
|
|
|
—
|
|
|
—
|
|
|
|
1,739,479
|
|
||
Contributions in aid of construction
|
319,727
|
|
|
95,298
|
|
|
91,062
|
|
|
—
|
|
|
—
|
|
|
|
506,087
|
|
||
Total capitalization and liabilities
|
$
|
4,481,558
|
|
|
955,935
|
|
|
831,201
|
|
|
101
|
|
|
(588,741
|
)
|
|
|
$
|
5,680,054
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Utility property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Land
|
$
|
43,819
|
|
|
5,464
|
|
|
3,016
|
|
|
—
|
|
|
—
|
|
|
|
$
|
52,299
|
|
Plant and equipment
|
3,782,438
|
|
|
1,179,032
|
|
|
1,048,012
|
|
|
—
|
|
|
—
|
|
|
|
6,009,482
|
|
||
Less accumulated depreciation
|
(1,253,866
|
)
|
|
(473,933
|
)
|
|
(447,711
|
)
|
|
—
|
|
|
—
|
|
|
|
(2,175,510
|
)
|
||
Construction in progress
|
134,376
|
|
|
12,421
|
|
|
11,819
|
|
|
—
|
|
|
—
|
|
|
|
158,616
|
|
||
Utility property, plant and equipment, net
|
2,706,767
|
|
|
722,984
|
|
|
615,136
|
|
|
—
|
|
|
—
|
|
|
|
4,044,887
|
|
||
Nonutility property, plant and equipment, less accumulated depreciation
|
4,950
|
|
|
82
|
|
|
1,531
|
|
|
—
|
|
|
—
|
|
|
|
6,563
|
|
||
Total property, plant and equipment, net
|
2,711,717
|
|
|
723,066
|
|
|
616,667
|
|
|
—
|
|
|
—
|
|
|
|
4,051,450
|
|
||
Investment in wholly-owned subsidiaries, at equity
|
538,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(538,639
|
)
|
[2]
|
|
—
|
|
||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash and equivalents
|
12,416
|
|
|
612
|
|
|
633
|
|
|
101
|
|
|
—
|
|
|
|
13,762
|
|
||
Advances to affiliates
|
16,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,100
|
)
|
[1]
|
|
—
|
|
||
Customer accounts receivable, net
|
111,462
|
|
|
24,222
|
|
|
22,800
|
|
|
—
|
|
|
—
|
|
|
|
158,484
|
|
||
Accrued unbilled revenues, net
|
103,072
|
|
|
15,926
|
|
|
18,376
|
|
|
—
|
|
|
—
|
|
|
|
137,374
|
|
||
Other accounts receivable, net
|
9,980
|
|
|
981
|
|
|
2,246
|
|
|
—
|
|
|
(8,924
|
)
|
[1]
|
|
4,283
|
|
||
Fuel oil stock, at average cost
|
74,515
|
|
|
13,800
|
|
|
17,731
|
|
|
—
|
|
|
—
|
|
|
|
106,046
|
|
||
Materials and supplies, at average cost
|
33,154
|
|
|
6,664
|
|
|
17,432
|
|
|
—
|
|
|
—
|
|
|
|
57,250
|
|
||
Prepayments and other
|
20,231
|
|
|
10,137
|
|
|
3,575
|
|
|
—
|
|
|
(475
|
)
|
[1], [3]
|
|
33,468
|
|
||
Regulatory assets
|
58,550
|
|
|
6,745
|
|
|
6,126
|
|
|
—
|
|
|
—
|
|
|
|
71,421
|
|
||
Total current assets
|
439,480
|
|
|
79,087
|
|
|
88,919
|
|
|
101
|
|
|
(25,499
|
)
|
|
|
582,088
|
|
||
Other long-term assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Regulatory assets
|
623,784
|
|
|
107,454
|
|
|
102,788
|
|
|
—
|
|
|
(183
|
)
|
[1]
|
|
833,843
|
|
||
Unamortized debt expense
|
5,640
|
|
|
1,438
|
|
|
1,245
|
|
|
—
|
|
|
—
|
|
|
|
8,323
|
|
||
Other
|
53,106
|
|
|
15,366
|
|
|
13,366
|
|
|
—
|
|
|
—
|
|
|
|
81,838
|
|
||
Total other long-term assets
|
682,530
|
|
|
124,258
|
|
|
117,399
|
|
|
—
|
|
|
(183
|
)
|
|
|
924,004
|
|
||
Total assets
|
$
|
4,372,366
|
|
|
926,411
|
|
|
822,985
|
|
|
101
|
|
|
(564,321
|
)
|
|
|
$
|
5,557,542
|
|
Capitalization and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock equity
|
$
|
1,682,144
|
|
|
281,846
|
|
|
256,692
|
|
|
101
|
|
|
(538,639
|
)
|
[2]
|
|
$
|
1,682,144
|
|
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
|
2,534,983
|
|
|
478,846
|
|
|
447,692
|
|
|
101
|
|
|
(538,639
|
)
|
|
|
2,922,983
|
|
||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Short-term borrowings-affiliate
|
—
|
|
|
10,500
|
|
|
5,600
|
|
|
—
|
|
|
(16,100
|
)
|
[1]
|
|
—
|
|
||
Accounts payable
|
122,433
|
|
|
23,728
|
|
|
17,773
|
|
|
—
|
|
|
—
|
|
|
|
163,934
|
|
||
Interest and preferred dividends payable
|
15,407
|
|
|
3,989
|
|
|
2,931
|
|
|
—
|
|
|
(11
|
)
|
[1]
|
|
22,316
|
|
||
Taxes accrued
|
176,339
|
|
|
37,548
|
|
|
36,807
|
|
|
—
|
|
|
(292
|
)
|
[3]
|
|
250,402
|
|
||
Regulatory liabilities
|
191
|
|
|
—
|
|
|
441
|
|
|
—
|
|
|
—
|
|
|
|
632
|
|
||
Other
|
45,369
|
|
|
9,587
|
|
|
15,804
|
|
|
—
|
|
|
(9,096
|
)
|
[1]
|
|
61,664
|
|
||
Total current liabilities
|
359,739
|
|
|
85,352
|
|
|
79,356
|
|
|
—
|
|
|
(25,499
|
)
|
|
|
498,948
|
|
||
Deferred credits and other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Deferred income taxes
|
407,979
|
|
|
91,924
|
|
|
73,536
|
|
|
—
|
|
|
—
|
|
|
|
573,439
|
|
||
Regulatory liabilities
|
236,727
|
|
|
77,707
|
|
|
29,966
|
|
|
—
|
|
|
(183
|
)
|
[1]
|
|
344,217
|
|
||
Unamortized tax credits
|
49,865
|
|
|
14,902
|
|
|
14,725
|
|
|
—
|
|
|
—
|
|
|
|
79,492
|
|
||
Defined benefit pension and other postretirement benefit plans liability
|
446,888
|
|
|
72,547
|
|
|
75,960
|
|
|
—
|
|
|
—
|
|
|
|
595,395
|
|
||
Other
|
52,446
|
|
|
10,658
|
|
|
13,532
|
|
|
—
|
|
|
—
|
|
|
|
76,636
|
|
||
Total deferred credits and other liabilities
|
1,193,905
|
|
|
267,738
|
|
|
207,719
|
|
|
—
|
|
|
(183
|
)
|
|
|
1,669,179
|
|
||
Contributions in aid of construction
|
283,739
|
|
|
94,475
|
|
|
88,218
|
|
|
—
|
|
|
—
|
|
|
|
466,432
|
|
||
Total capitalization and liabilities
|
$
|
4,372,366
|
|
|
926,411
|
|
|
822,985
|
|
|
101
|
|
|
(564,321
|
)
|
|
|
$
|
5,557,542
|
|
(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
|
122,929
|
|
|
20,136
|
|
|
21,277
|
|
|
(3
|
)
|
|
(41,410
|
)
|
|
122,929
|
|
||
Other comprehensive income, net of tax benefits
|
1,578
|
|
|
145
|
|
|
123
|
|
|
—
|
|
|
(268
|
)
|
|
1,578
|
|
||
Issuance of common stock, net of expenses
|
78,499
|
|
|
—
|
|
|
12,461
|
|
|
—
|
|
|
(12,461
|
)
|
|
78,499
|
|
||
Common stock dividends
|
(81,578
|
)
|
|
(14,387
|
)
|
|
(14,017
|
)
|
|
—
|
|
|
28,404
|
|
|
(81,578
|
)
|
||
Balance, December 31, 2013
|
$
|
1,593,564
|
|
|
274,802
|
|
|
248,771
|
|
|
101
|
|
|
(523,674
|
)
|
|
$
|
1,593,564
|
|
Net income for common stock
|
137,641
|
|
|
18,689
|
|
|
22,275
|
|
|
—
|
|
|
(40,964
|
)
|
|
137,641
|
|
||
Other comprehensive loss, net of taxes
|
(563
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|
—
|
|
|
23
|
|
|
(563
|
)
|
||
Issuance of common stock, net of expenses
|
39,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,994
|
|
||
Common stock dividends
|
(88,492
|
)
|
|
(11,627
|
)
|
|
(14,349
|
)
|
|
—
|
|
|
25,976
|
|
|
(88,492
|
)
|
||
Balance, December 31, 2014
|
$
|
1,682,144
|
|
|
281,846
|
|
|
256,692
|
|
|
101
|
|
|
(538,639
|
)
|
|
$
|
1,682,144
|
|
Net income for common stock
|
135,714
|
|
|
20,755
|
|
|
22,165
|
|
|
—
|
|
|
(42,920
|
)
|
|
135,714
|
|
||
Other comprehensive income, net of tax benefits
|
880
|
|
|
122
|
|
|
44
|
|
|
—
|
|
|
(166
|
)
|
|
880
|
|
||
Common stock issuance expenses
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(8
|
)
|
||
Common stock dividends
|
(90,405
|
)
|
|
(10,021
|
)
|
|
(15,175
|
)
|
|
—
|
|
|
25,196
|
|
|
(90,405
|
)
|
||
Balance, December 31, 2015
|
$
|
1,728,325
|
|
|
292,702
|
|
|
263,725
|
|
|
101
|
|
|
(556,528
|
)
|
|
$
|
1,728,325
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net income
|
$
|
136,794
|
|
|
21,289
|
|
|
22,546
|
|
|
—
|
|
|
(42,920
|
)
|
[2]
|
|
$
|
137,709
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity in earnings
|
(43,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,920
|
|
[2]
|
|
(100
|
)
|
||
Common stock dividends received from subsidiaries
|
25,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,196
|
)
|
[2]
|
|
100
|
|
||
Depreciation of property, plant and equipment
|
117,682
|
|
|
37,250
|
|
|
22,448
|
|
|
—
|
|
|
—
|
|
|
|
177,380
|
|
||
Other amortization
|
4,678
|
|
|
2,124
|
|
|
2,137
|
|
|
—
|
|
|
—
|
|
|
|
8,939
|
|
||
Impairment of utility assets
|
4,573
|
|
|
724
|
|
|
724
|
|
|
—
|
|
|
—
|
|
|
|
6,021
|
|
||
Other
|
4,403
|
|
|
(2,476
|
)
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|
|
1,672
|
|
||
Increase in deferred income taxes
|
53,338
|
|
|
8,295
|
|
|
13,707
|
|
|
—
|
|
|
286
|
|
[1]
|
|
75,626
|
|
||
Change in tax credits, net
|
4,284
|
|
|
527
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
|
4,844
|
|
||
Allowance for equity funds used during construction
|
(5,641
|
)
|
|
(604
|
)
|
|
(683
|
)
|
|
—
|
|
|
—
|
|
|
|
(6,928
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Decrease in accounts receivable
|
15,652
|
|
|
3,420
|
|
|
4,617
|
|
|
—
|
|
|
38
|
|
[1]
|
|
23,727
|
|
||
Decrease in accrued unbilled revenues
|
29,733
|
|
|
4,593
|
|
|
5,767
|
|
|
—
|
|
|
—
|
|
|
|
40,093
|
|
||
Decrease in fuel oil stock
|
25,060
|
|
|
5,490
|
|
|
4,280
|
|
|
—
|
|
|
—
|
|
|
|
34,830
|
|
||
Decrease (increase) in materials and supplies
|
2,233
|
|
|
(201
|
)
|
|
789
|
|
|
—
|
|
|
—
|
|
|
|
2,821
|
|
||
Decrease (increase) in regulatory assets
|
(20,356
|
)
|
|
(3,930
|
)
|
|
104
|
|
|
—
|
|
|
—
|
|
|
|
(24,182
|
)
|
||
Decrease in accounts payable
|
(42,751
|
)
|
|
(6,425
|
)
|
|
(5,379
|
)
|
|
—
|
|
|
—
|
|
|
|
(54,555
|
)
|
||
Change in prepaid and accrued income taxes and revenue taxes
|
(50,382
|
)
|
|
(6,166
|
)
|
|
(6,548
|
)
|
|
—
|
|
|
—
|
|
|
|
(63,096
|
)
|
||
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
|
870
|
|
|
(161
|
)
|
|
416
|
|
|
—
|
|
|
—
|
|
|
|
1,125
|
|
||
Change in other assets and liabilities
|
(24,197
|
)
|
|
(3,545
|
)
|
|
(4,554
|
)
|
|
—
|
|
|
(324
|
)
|
[1]
|
|
(32,620
|
)
|
||
Net cash provided by operating activities
|
238,249
|
|
|
60,204
|
|
|
60,149
|
|
|
—
|
|
|
(25,196
|
)
|
|
|
333,406
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital expenditures
|
(267,621
|
)
|
|
(48,645
|
)
|
|
(33,895
|
)
|
|
—
|
|
|
—
|
|
|
|
(350,161
|
)
|
||
Contributions in aid of construction
|
35,955
|
|
|
2,160
|
|
|
2,124
|
|
|
—
|
|
|
—
|
|
|
|
40,239
|
|
||
Advances from affiliates
|
16,100
|
|
|
(15,500
|
)
|
|
(7,500
|
)
|
|
—
|
|
|
6,900
|
|
[1]
|
|
—
|
|
||
Other
|
924
|
|
|
132
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
|
1,140
|
|
||
Net cash used in investing activities
|
(214,642
|
)
|
|
(61,853
|
)
|
|
(39,187
|
)
|
|
—
|
|
|
6,900
|
|
|
|
(308,782
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock dividends
|
(90,405
|
)
|
|
(10,021
|
)
|
|
(15,175
|
)
|
|
—
|
|
|
25,196
|
|
[2]
|
|
(90,405
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
(1,080
|
)
|
|
(534
|
)
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,995
|
)
|
||
Proceeds from issuance of long-term debt
|
50,000
|
|
|
25,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
|
80,000
|
|
||
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
23,000
|
|
|
(10,500
|
)
|
|
(5,600
|
)
|
|
—
|
|
|
(6,900
|
)
|
[2]
|
|
—
|
|
||
Other
|
(1,257
|
)
|
|
(226
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,537
|
)
|
||
Net cash (used in) provided by financing activities
|
(19,742
|
)
|
|
3,719
|
|
|
(16,210
|
)
|
|
—
|
|
|
18,296
|
|
|
|
(13,937
|
)
|
||
Net increase in cash and cash equivalents
|
3,865
|
|
|
2,070
|
|
|
4,752
|
|
|
—
|
|
|
—
|
|
|
|
10,687
|
|
||
Cash and cash equivalents, January 1
|
12,416
|
|
|
612
|
|
|
633
|
|
|
101
|
|
|
—
|
|
|
|
13,762
|
|
||
Cash and cash equivalents, December 31
|
$
|
16,281
|
|
|
2,682
|
|
|
5,385
|
|
|
101
|
|
|
—
|
|
|
|
$
|
24,449
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments
|
|
|
Hawaiian Electric
Consolidated |
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net income
|
$
|
138,721
|
|
|
19,223
|
|
|
22,656
|
|
|
—
|
|
|
(40,964
|
)
|
[2]
|
|
$
|
139,636
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity in earnings
|
(41,064
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,964
|
|
[2]
|
|
(100
|
)
|
||
Common stock dividends received from subsidiaries
|
26,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,976
|
)
|
[2]
|
|
100
|
|
||
Depreciation of property, plant and equipment
|
109,204
|
|
|
35,904
|
|
|
21,279
|
|
|
—
|
|
|
—
|
|
|
|
166,387
|
|
||
Other amortization
|
4,535
|
|
|
2,926
|
|
|
2,436
|
|
|
—
|
|
|
—
|
|
|
|
9,897
|
|
||
Impairment of utility assets
|
1,866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,866
|
|
||
Other
|
758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
758
|
|
||
Increase in deferred income taxes
|
56,901
|
|
|
12,083
|
|
|
13,963
|
|
|
—
|
|
|
—
|
|
|
|
82,947
|
|
||
Change in tax credits, net
|
4,998
|
|
|
680
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
|
6,062
|
|
||
Allowance for equity funds used during construction
|
(6,085
|
)
|
|
(472
|
)
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
|
(6,771
|
)
|
||
Change in cash overdraft
|
—
|
|
|
—
|
|
|
(1,038
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,038
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Decrease in accounts receivable
|
16,213
|
|
|
7,150
|
|
|
3,483
|
|
|
—
|
|
|
(103
|
)
|
[1]
|
|
26,743
|
|
||
Decrease in accrued unbilled revenues
|
4,680
|
|
|
1,174
|
|
|
896
|
|
|
—
|
|
|
—
|
|
|
|
6,750
|
|
||
Decrease in fuel oil stock
|
25,098
|
|
|
378
|
|
|
2,565
|
|
|
—
|
|
|
—
|
|
|
|
28,041
|
|
||
Decrease (increase) in materials and supplies
|
2,357
|
|
|
219
|
|
|
(2,648
|
)
|
|
—
|
|
|
—
|
|
|
|
(72
|
)
|
||
Decrease (increase) in regulatory assets
|
(14,620
|
)
|
|
(3,357
|
)
|
|
977
|
|
|
—
|
|
|
—
|
|
|
|
(17,000
|
)
|
||
Decrease in accounts payable
|
(56,044
|
)
|
|
(6,645
|
)
|
|
(2,838
|
)
|
|
—
|
|
|
—
|
|
|
|
(65,527
|
)
|
||
Change in prepaid and accrued income taxes and revenue taxes
|
(4,166
|
)
|
|
(3,251
|
)
|
|
3,381
|
|
|
—
|
|
|
—
|
|
|
|
(4,036
|
)
|
||
Decrease in defined benefit pension and other postretirement benefit plans liability
|
(562
|
)
|
|
—
|
|
|
(399
|
)
|
|
—
|
|
|
—
|
|
|
|
(961
|
)
|
||
Change in other assets and liabilities
|
(50,180
|
)
|
|
(12,907
|
)
|
|
(3,703
|
)
|
|
—
|
|
|
103
|
|
[1]
|
|
(66,687
|
)
|
||
Net cash provided by operating activities
|
218,686
|
|
|
53,105
|
|
|
61,180
|
|
|
—
|
|
|
(25,976
|
)
|
|
|
306,995
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital expenditures
|
(237,970
|
)
|
|
(49,895
|
)
|
|
(48,814
|
)
|
|
—
|
|
|
—
|
|
|
|
(336,679
|
)
|
||
Contributions in aid of construction
|
30,021
|
|
|
7,695
|
|
|
4,090
|
|
|
—
|
|
|
—
|
|
|
|
41,806
|
|
||
Advances from affiliates
|
(9,261
|
)
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
8,261
|
|
[1]
|
|
—
|
|
||
Other
|
604
|
|
|
492
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
|
1,164
|
|
||
Investment in consolidated subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||
Net cash used in investing activities
|
(216,606
|
)
|
|
(40,708
|
)
|
|
(44,656
|
)
|
|
—
|
|
|
8,261
|
|
|
|
(293,709
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock dividends
|
(88,492
|
)
|
|
(11,627
|
)
|
|
(14,349
|
)
|
|
—
|
|
|
25,976
|
|
[2]
|
|
(88,492
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
(1,080
|
)
|
|
(534
|
)
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,995
|
)
|
||
Proceeds from the issuance of common stock
|
40,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
40,000
|
|
||
Repayment of long-term debt
|
—
|
|
|
(11,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(11,400
|
)
|
||
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
(1,000
|
)
|
|
10,500
|
|
|
(1,239
|
)
|
|
—
|
|
|
(8,261
|
)
|
[1]
|
|
—
|
|
||
Other
|
(337
|
)
|
|
(50
|
)
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
|
(462
|
)
|
||
Net cash used in financing activities
|
(50,909
|
)
|
|
(13,111
|
)
|
|
(16,044
|
)
|
|
—
|
|
|
17,715
|
|
|
|
(62,349
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(48,829
|
)
|
|
(714
|
)
|
|
480
|
|
|
—
|
|
|
—
|
|
|
|
(49,063
|
)
|
||
Cash and cash equivalents, January 1
|
61,245
|
|
|
1,326
|
|
|
153
|
|
|
101
|
|
|
—
|
|
|
|
62,825
|
|
||
Cash and cash equivalents, December 31
|
$
|
12,416
|
|
|
612
|
|
|
633
|
|
|
101
|
|
|
—
|
|
|
|
$
|
13,762
|
|
(in thousands)
|
Hawaiian Electric
|
|
Hawaii Electric Light
|
|
Maui Electric
|
|
Other subsidiaries
|
|
Consolidating
adjustments |
|
|
Hawaiian Electric
Consolidated |
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net income (loss)
|
$
|
124,009
|
|
|
20,670
|
|
|
21,658
|
|
|
(3
|
)
|
|
(41,410
|
)
|
[2]
|
|
$
|
124,924
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity in earnings
|
(41,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,410
|
|
[2]
|
|
(100
|
)
|
||
Common stock dividends received from subsidiaries
|
28,505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,405
|
)
|
[2]
|
|
100
|
|
||
Depreciation of property, plant and equipment
|
99,738
|
|
|
34,188
|
|
|
20,099
|
|
|
—
|
|
|
—
|
|
|
|
154,025
|
|
||
Other amortization
|
2,549
|
|
|
2,360
|
|
|
2,825
|
|
|
—
|
|
|
—
|
|
|
|
7,734
|
|
||
Increase in deferred income taxes
|
41,409
|
|
|
10,569
|
|
|
12,529
|
|
|
—
|
|
|
—
|
|
|
|
64,507
|
|
||
Change in tax credits, net
|
5,152
|
|
|
818
|
|
|
1,047
|
|
|
—
|
|
|
—
|
|
|
|
7,017
|
|
||
Allowance for equity funds used during construction
|
(4,495
|
)
|
|
(643
|
)
|
|
(423
|
)
|
|
—
|
|
|
—
|
|
|
|
(5,561
|
)
|
||
Change in cash overdraft
|
—
|
|
|
—
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
|
1,038
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Decrease (increase) in accounts receivable
|
49,974
|
|
|
(1,459
|
)
|
|
1,178
|
|
|
—
|
|
|
(248
|
)
|
[1]
|
|
49,445
|
|
||
Decrease (increase) in accrued unbilled revenues
|
(7,152
|
)
|
|
(2,707
|
)
|
|
33
|
|
|
—
|
|
|
—
|
|
|
|
(9,826
|
)
|
||
Decrease in fuel oil stock
|
23,563
|
|
|
1,307
|
|
|
2,462
|
|
|
—
|
|
|
—
|
|
|
|
27,332
|
|
||
Increase in materials and supplies
|
(5,598
|
)
|
|
(1,547
|
)
|
|
(814
|
)
|
|
—
|
|
|
—
|
|
|
|
(7,959
|
)
|
||
Increase in regulatory assets
|
(46,047
|
)
|
|
(9,237
|
)
|
|
(10,177
|
)
|
|
—
|
|
|
—
|
|
|
|
(65,461
|
)
|
||
Increase (decrease) in accounts payable
|
18,527
|
|
|
1,525
|
|
|
(5,321
|
)
|
|
—
|
|
|
—
|
|
|
|
14,731
|
|
||
Change in prepaid and accrued income taxes and revenue taxes
|
4,632
|
|
|
(4,114
|
)
|
|
(2,546
|
)
|
|
—
|
|
|
—
|
|
|
|
(2,028
|
)
|
||
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
|
2,325
|
|
|
(1
|
)
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
|
2,240
|
|
||
Change in other assets and liabilities
|
(20,613
|
)
|
|
(6,894
|
)
|
|
(8,034
|
)
|
|
—
|
|
|
248
|
|
[1]
|
|
(35,293
|
)
|
||
Net cash provided by (used in) operating activities
|
274,968
|
|
|
44,835
|
|
|
35,470
|
|
|
(3
|
)
|
|
(28,405
|
)
|
|
|
326,865
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital expenditures
|
(262,562
|
)
|
|
(58,416
|
)
|
|
(57,066
|
)
|
|
—
|
|
|
—
|
|
|
|
(378,044
|
)
|
||
Contributions in aid of construction
|
21,686
|
|
|
7,590
|
|
|
2,884
|
|
|
—
|
|
|
—
|
|
|
|
32,160
|
|
||
Advances from affiliates
|
2,561
|
|
|
17,050
|
|
|
—
|
|
|
—
|
|
|
(19,611
|
)
|
[1]
|
|
—
|
|
||
Other
|
677
|
|
|
21
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
|
907
|
|
||
Investment in consolidated subsidiary
|
(12,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,461
|
|
[2]
|
|
—
|
|
||
Net cash used in investing activities
|
(250,099
|
)
|
|
(33,755
|
)
|
|
(53,973
|
)
|
|
—
|
|
|
(7,150
|
)
|
|
|
(344,977
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock dividends
|
(81,578
|
)
|
|
(14,388
|
)
|
|
(14,017
|
)
|
|
—
|
|
|
28,405
|
|
[2]
|
|
(81,578
|
)
|
||
Preferred stock dividends of Hawaiian Electric and subsidiaries
|
(1,080
|
)
|
|
(534
|
)
|
|
(381
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,995
|
)
|
||
Proceeds from the issuance of common stock
|
78,500
|
|
|
—
|
|
|
12,461
|
|
|
—
|
|
|
(12,461
|
)
|
[2]
|
|
78,500
|
|
||
Proceeds from the issuance of long-term debt
|
140,000
|
|
|
56,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
|
236,000
|
|
||
Repayment of long-term debt
|
(90,000
|
)
|
|
(56,000
|
)
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
|
(166,000
|
)
|
||
Net decrease in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
|
(17,050
|
)
|
|
—
|
|
|
(2,561
|
)
|
|
—
|
|
|
19,611
|
|
[1]
|
|
—
|
|
||
Other
|
(681
|
)
|
|
(273
|
)
|
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
|
(1,149
|
)
|
||
Net cash provided by (used in) financing activities
|
28,111
|
|
|
(15,195
|
)
|
|
15,307
|
|
|
—
|
|
|
35,555
|
|
|
|
63,778
|
|
||
Net increase (decrease) in cash and cash equivalents
|
52,980
|
|
|
(4,115
|
)
|
|
(3,196
|
)
|
|
(3
|
)
|
|
—
|
|
|
|
45,666
|
|
||
Cash and cash equivalents, January 1
|
8,265
|
|
|
5,441
|
|
|
3,349
|
|
|
104
|
|
|
—
|
|
|
|
17,159
|
|
||
Cash and cash equivalents, December 31
|
61,245
|
|
|
1,326
|
|
|
153
|
|
|
101
|
|
|
—
|
|
|
|
62,825
|
|
[1]
|
Eliminations of intercompany receivables and payables and other intercompany transactions.
|
[2]
|
Elimination of investment in subsidiaries, carried at equity.
|
[3]
|
Reclassification of accrued income taxes for financial statement presentation.
|
5
·
Bank segment (HEI only)
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Interest and dividend income
|
|
|
|
|
|
|
|
|
|||
Interest and fees on loans
|
$
|
184,782
|
|
|
$
|
179,341
|
|
|
$
|
172,969
|
|
Interest and dividends on investment securities
|
15,120
|
|
|
11,945
|
|
|
13,095
|
|
|||
Total interest and dividend income
|
199,902
|
|
|
191,286
|
|
|
186,064
|
|
|||
Interest expense
|
|
|
|
|
|
|
|
|
|||
Interest on deposit liabilities
|
5,348
|
|
|
5,077
|
|
|
5,092
|
|
|||
Interest on other borrowings
|
5,978
|
|
|
5,731
|
|
|
4,985
|
|
|||
Total interest expense
|
11,326
|
|
|
10,808
|
|
|
10,077
|
|
|||
Net interest income
|
188,576
|
|
|
180,478
|
|
|
175,987
|
|
|||
Provision for loan losses
|
6,275
|
|
|
6,126
|
|
|
1,507
|
|
|||
Net interest income after provision for loan losses
|
182,301
|
|
|
174,352
|
|
|
174,480
|
|
|||
Noninterest income
|
|
|
|
|
|
|
|
|
|||
Fees from other financial services
|
22,211
|
|
|
21,747
|
|
|
27,099
|
|
|||
Fee income on deposit liabilities
|
22,368
|
|
|
19,249
|
|
|
18,363
|
|
|||
Fee income on other financial products
|
8,094
|
|
|
8,131
|
|
|
8,405
|
|
|||
Bank-owned life insurance
|
4,078
|
|
|
3,949
|
|
|
3,928
|
|
|||
Mortgage banking income
|
6,330
|
|
|
2,913
|
|
|
8,309
|
|
|||
Gains on sale of investment securities
|
—
|
|
|
2,847
|
|
|
1,226
|
|
|||
Other income, net
|
4,750
|
|
|
2,375
|
|
|
4,753
|
|
|||
Total noninterest income
|
67,831
|
|
|
61,211
|
|
|
72,083
|
|
|||
Noninterest expense
|
|
|
|
|
|
|
|
|
|||
Compensation and employee benefits
|
90,518
|
|
|
79,885
|
|
|
82,910
|
|
|||
Occupancy
|
16,365
|
|
|
17,197
|
|
|
16,747
|
|
|||
Data processing
|
12,103
|
|
|
11,690
|
|
|
10,952
|
|
|||
Services
|
10,204
|
|
|
10,269
|
|
|
9,015
|
|
|||
Equipment
|
6,577
|
|
|
6,564
|
|
|
7,295
|
|
|||
Office supplies, printing and postage
|
5,749
|
|
|
6,089
|
|
|
4,233
|
|
|||
Marketing
|
3,463
|
|
|
3,999
|
|
|
3,373
|
|
|||
FDIC insurance
|
3,274
|
|
|
3,261
|
|
|
3,253
|
|
|||
Other expense
|
18,067
|
|
|
17,314
|
|
|
19,637
|
|
|||
Total noninterest expense
|
166,320
|
|
|
156,268
|
|
|
157,415
|
|
|||
Income before income taxes
|
83,812
|
|
|
79,295
|
|
|
89,148
|
|
|||
Income taxes
|
29,082
|
|
|
27,994
|
|
|
31,421
|
|
|||
Net income
|
$
|
54,730
|
|
|
$
|
51,301
|
|
|
$
|
57,727
|
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
54,730
|
|
|
$
|
51,301
|
|
|
$
|
57,727
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for sale investment securities:
|
|
|
|
|
|
|
|
|
|||
Net unrealized gains (losses) on available-for sale investment securities arising during the period, net of (taxes) benefits of $1,541, ($3,856),and $9,037 for 2015, 2014 and 2013, respectively
|
(2,334
|
)
|
|
5,840
|
|
|
(13,686
|
)
|
|||
Less: reclassification adjustment for net realized gains included in net income, net of taxes of nil, $1,132 and $488 for 2015, 2014 and 2013, respectively
|
—
|
|
|
(1,715
|
)
|
|
(738
|
)
|
|||
Retirement benefit plans:
|
|
|
|
|
|
|
|
|
|||
Net gains (losses) arising during the period, net of (taxes) benefits of ($59), $6,164 and ($10,450) for 2015, 2014 and 2013, respectively
|
90
|
|
|
(9,336
|
)
|
|
15,826
|
|
|||
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 $1,011, $561 and $1,187 for 2015, 2014 and 2013, respectively
|
1,531
|
|
|
850
|
|
|
1,797
|
|
|||
Other comprehensive income (loss), net of taxes
|
(713
|
)
|
|
(4,361
|
)
|
|
3,199
|
|
|||
Comprehensive income
|
$
|
54,017
|
|
|
$
|
46,940
|
|
|
$
|
60,926
|
|
December 31
|
|
2015
|
|
|
2014
|
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Cash and due from banks
|
|
$
|
127,201
|
|
|
$
|
107,233
|
|
||||
Interest-bearing deposits
|
|
93,680
|
|
|
54,230
|
|
||||||
Available-for-sale investment securities, at fair value
|
|
820,648
|
|
|
550,394
|
|
||||||
Stock in Federal Home Loan Bank, at cost
|
|
10,678
|
|
|
69,302
|
|
||||||
Loans receivable held for investment
|
|
4,615,819
|
|
|
4,434,651
|
|
||||||
Allowance for loan losses
|
|
(50,038
|
)
|
|
(45,618
|
)
|
||||||
Net loans
|
|
4,565,781
|
|
|
4,389,033
|
|
||||||
Loans held for sale, at lower of cost or fair value
|
|
4,631
|
|
|
8,424
|
|
||||||
Other
|
|
309,946
|
|
|
305,416
|
|
||||||
Goodwill
|
|
82,190
|
|
|
82,190
|
|
||||||
Total assets
|
|
$
|
6,014,755
|
|
|
$
|
5,566,222
|
|
||||
Liabilities and shareholder’s equity
|
|
|
|
|
|
|
||||||
Deposit liabilities–noninterest-bearing
|
|
$
|
1,520,374
|
|
|
$
|
1,342,794
|
|
||||
Deposit liabilities–interest-bearing
|
|
3,504,880
|
|
|
3,280,621
|
|
||||||
Other borrowings
|
|
328,582
|
|
|
290,656
|
|
||||||
Other
|
|
101,029
|
|
|
118,363
|
|
||||||
Total liabilities
|
|
5,454,865
|
|
|
5,032,434
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
Common stock
|
|
1
|
|
|
1
|
|
||||||
Additional paid in capital
|
|
340,496
|
|
|
338,411
|
|
||||||
Retained earnings
|
|
236,664
|
|
|
211,934
|
|
||||||
Accumulated other comprehensive loss, net of tax benefits
|
|
|
|
|
||||||||
Net unrealized gains (losses) on securities
|
$
|
(1,872
|
)
|
|
$
|
462
|
|
|
||||
Retirement benefit plans
|
(15,399
|
)
|
(17,271
|
)
|
(17,020
|
)
|
(16,558
|
)
|
||||
Total shareholder’s equity
|
|
559,890
|
|
|
533,788
|
|
||||||
Total liabilities and shareholder’s equity
|
|
$
|
6,014,755
|
|
|
$
|
5,566,222
|
|
December 31
|
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
|
|
|
||
Other assets
|
|
|
|
|
|
|
||
Bank-owned life insurance
|
|
$
|
138,139
|
|
|
$
|
134,115
|
|
Premises and equipment, net
|
|
88,077
|
|
|
92,407
|
|
||
Prepaid expenses
|
|
3,550
|
|
|
3,196
|
|
||
Accrued interest receivable
|
|
15,192
|
|
|
13,632
|
|
||
Mortgage-servicing rights
|
|
8,884
|
|
|
11,540
|
|
||
Low-income housing equity investments
|
|
37,793
|
|
|
33,438
|
|
||
Real estate acquired in settlement of loans, net
|
|
1,030
|
|
|
891
|
|
||
Other
|
|
17,281
|
|
|
16,197
|
|
||
|
|
$
|
309,946
|
|
|
$
|
305,416
|
|
Other liabilities
|
|
|
|
|
|
|
||
Accrued expenses
|
|
$
|
30,705
|
|
|
$
|
37,880
|
|
Federal and state income taxes payable
|
|
13,448
|
|
|
28,642
|
|
||
Cashier’s checks
|
|
21,768
|
|
|
20,509
|
|
||
Advance payments by borrowers
|
|
10,311
|
|
|
9,652
|
|
||
Other
|
|
24,797
|
|
|
21,680
|
|
||
|
|
$
|
101,029
|
|
|
$
|
118,363
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized losses
|
||||||||||||||||||||||||||
|
|
|
Gross
|
|
Gross
|
|
Estimated
|
|
Less than 12 months
|
|
12 months or longer
|
||||||||||||||||||||||||
(dollars in thousands)
|
Amortized
cost
|
|
unrealized
gains
|
|
unrealized
losses
|
|
fair
value
|
|
Number of issues
|
|
Fair value
|
|
Amount
|
|
Number of issues
|
|
Fair value
|
|
Amount
|
||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and federal agency obligations
|
$
|
213,234
|
|
|
$
|
1,025
|
|
|
$
|
(1,300
|
)
|
|
$
|
212,959
|
|
|
13
|
|
$
|
83,053
|
|
|
$
|
(866
|
)
|
|
3
|
|
$
|
17,378
|
|
|
$
|
(434
|
)
|
Mortgage-related securities- FNMA, FHLMC and GNMA
|
610,522
|
|
|
3,564
|
|
|
(6,397
|
)
|
|
607,689
|
|
|
38
|
|
305,785
|
|
|
(2,866
|
)
|
|
25
|
|
125,817
|
|
|
(3,531
|
)
|
||||||||
|
$
|
823,756
|
|
|
$
|
4,589
|
|
|
$
|
(7,697
|
)
|
|
$
|
820,648
|
|
|
51
|
|
$
|
388,838
|
|
|
$
|
(3,732
|
)
|
|
28
|
|
$
|
143,195
|
|
|
$
|
(3,965
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and federal agency obligations
|
$
|
119,507
|
|
|
$
|
1,092
|
|
|
$
|
(1,039
|
)
|
|
$
|
119,560
|
|
|
6
|
|
$
|
41,970
|
|
|
$
|
(361
|
)
|
|
5
|
|
$
|
29,168
|
|
|
$
|
(678
|
)
|
Mortgage-related securities- FNMA, FHLMC and GNMA
|
430,120
|
|
|
5,653
|
|
|
(4,939
|
)
|
|
430,834
|
|
|
6
|
|
47,029
|
|
|
(164
|
)
|
|
29
|
|
172,623
|
|
|
(4,775
|
)
|
||||||||
|
$
|
549,627
|
|
|
$
|
6,745
|
|
|
$
|
(5,978
|
)
|
|
$
|
550,394
|
|
|
12
|
|
$
|
88,999
|
|
|
$
|
(525
|
)
|
|
34
|
|
$
|
201,791
|
|
|
$
|
(5,453
|
)
|
|
Amortized
|
|
|
Fair
|
|
||
December 31, 2015
|
Cost
|
|
|
value
|
|
||
(in thousands)
|
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
86,379
|
|
|
86,935
|
|
||
Due after five years through ten years
|
71,972
|
|
|
71,812
|
|
||
Due after ten years
|
54,883
|
|
|
54,212
|
|
||
|
213,234
|
|
|
212,959
|
|
||
Mortgage-related securities-FNMA,FHLMC and GNMA
|
610,522
|
|
|
607,689
|
|
||
Total available-for-sale securities
|
$
|
823,756
|
|
|
$
|
820,648
|
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in millions)
|
|
|
|
|
|
||||||
Proceeds
|
$
|
—
|
|
|
$
|
79.6
|
|
|
$
|
71.4
|
|
Gross gains
|
—
|
|
|
2.8
|
|
|
1
|
|
|||
Gross losses
|
—
|
|
|
—
|
|
|
—
|
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
||||||
Taxable
|
$
|
15,120
|
|
|
$
|
11,666
|
|
|
$
|
11,474
|
|
Non-taxable
|
—
|
|
|
279
|
|
|
1,621
|
|
|||
|
$
|
15,120
|
|
|
$
|
11,945
|
|
|
$
|
13,095
|
|
•
|
the net income and growth in retained earnings recorded by the FHLB in the first nine months of
2015
;
|
•
|
compliance by the FHLB with all of its regulatory capital requirements and being classified “adequately capitalized” by the Federal Housing Finance Agency (Finance Agency);
|
•
|
being authorized by the Finance Agency to repurchase excess stock;
|
•
|
the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB;
|
•
|
the liquidity position of the FHLB; and
|
•
|
ASB’s intent and assessment of whether it will more likely than not be required to sell the FHLB stock before recovery of its par value.
|
December 31
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
|
|
||
Real estate:
|
|
|
|
|
|
||
Residential 1-4 family
|
$
|
2,069,665
|
|
|
$
|
2,044,205
|
|
Commercial real estate
|
690,561
|
|
|
531,917
|
|
||
Home equity line of credit
|
846,294
|
|
|
818,815
|
|
||
Residential land
|
18,229
|
|
|
16,240
|
|
||
Commercial construction
|
100,796
|
|
|
96,438
|
|
||
Residential construction
|
14,089
|
|
|
18,961
|
|
||
Total real estate
|
3,739,634
|
|
|
3,526,576
|
|
||
Commercial
|
758,659
|
|
|
791,757
|
|
||
Consumer
|
123,775
|
|
|
122,656
|
|
||
Total loans
|
4,622,068
|
|
|
4,440,989
|
|
||
Less: Deferred fees and discounts
|
(6,249
|
)
|
|
(6,338
|
)
|
||
Allowance for loan losses
|
(50,038
|
)
|
|
(45,618
|
)
|
||
Total loans, net
|
$
|
4,565,781
|
|
|
$
|
4,389,033
|
|
(in thousands)
|
Residential 1-4 family
|
|
Commercial
real estate |
|
Home equity
line of credit |
|
Residential land
|
|
Commercial construction
|
|
Residential construction
|
|
Commercial
|
|
Consumer
|
|
Unallo- cated
|
|
Total
|
||||||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
4,662
|
|
|
$
|
8,954
|
|
|
$
|
6,982
|
|
|
$
|
1,875
|
|
|
$
|
5,471
|
|
|
$
|
28
|
|
|
$
|
14,017
|
|
|
$
|
3,629
|
|
|
$
|
—
|
|
|
$
|
45,618
|
|
Charge-offs
|
(356
|
)
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,074
|
)
|
|
(4,791
|
)
|
|
—
|
|
|
(6,426
|
)
|
||||||||||
Recoveries
|
226
|
|
|
—
|
|
|
80
|
|
|
507
|
|
|
—
|
|
|
—
|
|
|
2,773
|
|
|
985
|
|
|
—
|
|
|
4,571
|
|
||||||||||
Provision
|
(346
|
)
|
|
2,388
|
|
|
403
|
|
|
(711
|
)
|
|
(1,010
|
)
|
|
(15
|
)
|
|
1,492
|
|
|
4,074
|
|
|
|
|
|
6,275
|
|
||||||||||
Ending balance
|
$
|
4,186
|
|
|
$
|
11,342
|
|
|
$
|
7,260
|
|
|
$
|
1,671
|
|
|
$
|
4,461
|
|
|
$
|
13
|
|
|
$
|
17,208
|
|
|
$
|
3,897
|
|
|
$
|
—
|
|
|
$
|
50,038
|
|
Ending balance: individually evaluated for impairment
|
$
|
1,453
|
|
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
891
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,527
|
|
|
$
|
7
|
|
|
|
|
|
$
|
6,320
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
2,733
|
|
|
$
|
11,342
|
|
|
$
|
6,818
|
|
|
$
|
780
|
|
|
$
|
4,461
|
|
|
$
|
13
|
|
|
$
|
13,681
|
|
|
$
|
3,890
|
|
|
$
|
—
|
|
|
$
|
43,718
|
|
Financing Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ending balance
|
$
|
2,069,665
|
|
|
$
|
690,561
|
|
|
$
|
846,294
|
|
|
$
|
18,229
|
|
|
$
|
100,796
|
|
|
$
|
14,089
|
|
|
$
|
758,659
|
|
|
$
|
123,775
|
|
|
|
|
|
$
|
4,622,068
|
|
|
Ending balance: individually evaluated for impairment
|
$
|
22,457
|
|
|
$
|
1,188
|
|
|
$
|
3,225
|
|
|
$
|
5,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,119
|
|
|
$
|
13
|
|
|
|
|
|
$
|
53,685
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
2,047,208
|
|
|
$
|
689,373
|
|
|
$
|
843,069
|
|
|
$
|
12,546
|
|
|
$
|
100,796
|
|
|
$
|
14,089
|
|
|
$
|
737,540
|
|
|
$
|
123,762
|
|
|
|
|
|
$
|
4,568,383
|
|
|
December 31, 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
|
(987
|
)
|
|
—
|
|
|
(196
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(1,872
|
)
|
|
(2,414
|
)
|
|
—
|
|
|
(5,550
|
)
|
||||||||||
Recoveries
|
1,180
|
|
|
—
|
|
|
752
|
|
|
469
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|
889
|
|
|
—
|
|
|
4,926
|
|
||||||||||
Provision
|
(1,065
|
)
|
|
3,895
|
|
|
1,197
|
|
|
(330
|
)
|
|
3,074
|
|
|
9
|
|
|
(1,550
|
)
|
|
2,787
|
|
|
(1,891
|
)
|
|
6,126
|
|
||||||||||
Ending balance
|
$
|
4,662
|
|
|
$
|
8,954
|
|
|
$
|
6,982
|
|
|
$
|
1,875
|
|
|
$
|
5,471
|
|
|
$
|
28
|
|
|
$
|
14,017
|
|
|
$
|
3,629
|
|
|
$
|
—
|
|
|
$
|
45,618
|
|
Ending balance: individually evaluated for impairment
|
$
|
951
|
|
|
$
|
1,845
|
|
|
$
|
46
|
|
|
$
|
1,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
6
|
|
|
|
|
|
$
|
4,665
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
3,711
|
|
|
$
|
7,109
|
|
|
$
|
6,936
|
|
|
$
|
818
|
|
|
$
|
5,471
|
|
|
$
|
28
|
|
|
$
|
13,257
|
|
|
$
|
3,623
|
|
|
$
|
—
|
|
|
$
|
40,953
|
|
Financing Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ending balance
|
$
|
2,044,205
|
|
|
$
|
531,917
|
|
|
$
|
818,815
|
|
|
$
|
16,240
|
|
|
$
|
96,438
|
|
|
$
|
18,961
|
|
|
$
|
791,757
|
|
|
$
|
122,656
|
|
|
|
|
|
$
|
4,440,989
|
|
|
Ending balance: individually evaluated for impairment
|
$
|
22,981
|
|
|
$
|
5,112
|
|
|
$
|
779
|
|
|
$
|
7,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,108
|
|
|
$
|
16
|
|
|
|
|
|
$
|
49,846
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
2,021,224
|
|
|
$
|
526,805
|
|
|
$
|
818,036
|
|
|
$
|
8,390
|
|
|
$
|
96,438
|
|
|
$
|
18,961
|
|
|
$
|
778,649
|
|
|
$
|
122,640
|
|
|
|
|
|
$
|
4,391,143
|
|
(dollars in thousands)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Allowance for loan losses, January 1
|
$
|
45,618
|
|
|
$
|
40,116
|
|
|
$
|
41,985
|
|
Provision for loan losses
|
6,275
|
|
|
6,126
|
|
|
1,507
|
|
|||
Charge-offs, net of recoveries
|
|
|
|
|
|
|
|
|
|||
Real estate loans
|
(252
|
)
|
|
(1,137
|
)
|
|
(678
|
)
|
|||
Other loans
|
2,107
|
|
|
1,761
|
|
|
4,054
|
|
|||
Net charge-offs
|
1,855
|
|
|
624
|
|
|
3,376
|
|
|||
Allowance for loan losses, December 31
|
$
|
50,038
|
|
|
$
|
45,618
|
|
|
$
|
40,116
|
|
Ratio of net charge-offs to average total loans
|
0.04
|
%
|
|
0.01
|
%
|
|
0.09
|
%
|
December 31
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial
real estate
|
|
Commercial
construction
|
|
Commercial
|
|
Total
|
|
Commercial
real estate
|
|
Commercial
construction
|
|
Commercial
|
|
Total
|
|||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pass
|
$
|
642,410
|
|
|
$
|
86,991
|
|
|
$
|
703,208
|
|
|
1,432,609
|
|
|
$
|
493,105
|
|
|
$
|
79,312
|
|
|
$
|
743,334
|
|
|
$
|
1,315,751
|
|
Special mention
|
7,710
|
|
|
13,805
|
|
|
7,029
|
|
|
28,544
|
|
|
5,209
|
|
|
—
|
|
|
16,095
|
|
|
21,304
|
|
|||||||
Substandard
|
40,441
|
|
|
—
|
|
|
47,975
|
|
|
88,416
|
|
|
33,603
|
|
|
17,126
|
|
|
31,665
|
|
|
82,394
|
|
|||||||
Doubtful
|
—
|
|
|
—
|
|
|
447
|
|
|
447
|
|
|
—
|
|
|
—
|
|
|
663
|
|
|
663
|
|
|||||||
Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
690,561
|
|
|
$
|
100,796
|
|
|
$
|
758,659
|
|
|
1,550,016
|
|
|
$
|
531,917
|
|
|
$
|
96,438
|
|
|
$
|
791,757
|
|
|
$
|
1,420,112
|
|
(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
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
$
|
4,967
|
|
|
$
|
3,289
|
|
|
$
|
11,503
|
|
|
$
|
19,759
|
|
|
$
|
2,049,906
|
|
|
$
|
2,069,665
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690,561
|
|
|
690,561
|
|
|
—
|
|
|||||||
Home equity line of credit
|
896
|
|
|
706
|
|
|
477
|
|
|
2,079
|
|
|
844,215
|
|
|
846,294
|
|
|
—
|
|
|||||||
Residential land
|
—
|
|
|
—
|
|
|
415
|
|
|
415
|
|
|
17,814
|
|
|
18,229
|
|
|
—
|
|
|||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,796
|
|
|
100,796
|
|
|
—
|
|
|||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,089
|
|
|
14,089
|
|
|
—
|
|
|||||||
Commercial
|
125
|
|
|
223
|
|
|
878
|
|
|
1,226
|
|
|
757,433
|
|
|
758,659
|
|
|
—
|
|
|||||||
Consumer
|
1,383
|
|
|
593
|
|
|
644
|
|
|
2,620
|
|
|
121,155
|
|
|
123,775
|
|
|
—
|
|
|||||||
Total loans
|
$
|
7,371
|
|
|
$
|
4,811
|
|
|
$
|
13,917
|
|
|
$
|
26,099
|
|
|
$
|
4,595,969
|
|
|
$
|
4,622,068
|
|
|
$
|
—
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential 1-4 family
|
$
|
6,124
|
|
|
$
|
1,732
|
|
|
$
|
12,632
|
|
|
$
|
20,488
|
|
|
$
|
2,023,717
|
|
|
$
|
2,044,205
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
531,917
|
|
|
531,917
|
|
|
—
|
|
|||||||
Home equity line of credit
|
1,341
|
|
|
501
|
|
|
194
|
|
|
2,036
|
|
|
816,779
|
|
|
818,815
|
|
|
—
|
|
|||||||
Residential land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,240
|
|
|
16,240
|
|
|
—
|
|
|||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,438
|
|
|
96,438
|
|
|
—
|
|
|||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,961
|
|
|
18,961
|
|
|
—
|
|
|||||||
Commercial
|
699
|
|
|
145
|
|
|
569
|
|
|
1,413
|
|
|
790,344
|
|
|
791,757
|
|
|
—
|
|
|||||||
Consumer
|
829
|
|
|
333
|
|
|
403
|
|
|
1,565
|
|
|
121,091
|
|
|
122,656
|
|
|
—
|
|
|||||||
Total loans
|
$
|
8,993
|
|
|
$
|
2,711
|
|
|
$
|
13,798
|
|
|
$
|
25,502
|
|
|
$
|
4,415,487
|
|
|
$
|
4,440,989
|
|
|
$
|
—
|
|
December 31
|
2015
|
|
2014
|
||||
(in thousands)
|
|
|
|
||||
Real estate:
|
|
|
|
|
|
||
Residential 1-4 family
|
$
|
20,554
|
|
|
$
|
19,253
|
|
Commercial real estate
|
1,188
|
|
|
5,112
|
|
||
Home equity line of credit
|
2,254
|
|
|
1,087
|
|
||
Residential land
|
970
|
|
|
720
|
|
||
Commercial construction
|
—
|
|
|
—
|
|
||
Residential construction
|
—
|
|
|
—
|
|
||
Commercial
|
20,174
|
|
|
10,053
|
|
||
Consumer
|
895
|
|
|
661
|
|
||
Total nonaccrual loans
|
$
|
46,035
|
|
|
$
|
36,886
|
|
Real estate:
|
|
|
|
||||
Residential 1-4 family
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
||
Home equity line of credit
|
—
|
|
|
—
|
|
||
Residential land
|
—
|
|
|
—
|
|
||
Commercial construction
|
—
|
|
|
—
|
|
||
Residential construction
|
—
|
|
|
—
|
|
||
Commercial
|
—
|
|
|
—
|
|
||
Consumer
|
—
|
|
|
—
|
|
||
Total accruing loans 90 days or more past due
|
$
|
—
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
||||
Residential 1-4 family
|
$
|
13,962
|
|
|
$
|
13,525
|
|
Commercial real estate
|
—
|
|
|
—
|
|
||
Home equity line of credit
|
2,467
|
|
|
480
|
|
||
Residential land
|
4,713
|
|
|
7,130
|
|
||
Commercial construction
|
—
|
|
|
—
|
|
||
Residential construction
|
—
|
|
|
—
|
|
||
Commercial
|
1,104
|
|
|
2,972
|
|
||
Consumer
|
—
|
|
|
—
|
|
||
Total troubled debt restructured loans not included above
|
$
|
22,246
|
|
|
$
|
24,107
|
|
December 31
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||||||
(in thousands)
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
allow-
ance
|
|
Average
recorded
investment
|
|
Interest
income
recognized*
|
|
Recorded
investment
|
|
Unpaid
principal
balance
|
|
Related
allow-
ance
|
|
Average
recorded
investment
|
|
Interest
income
recognized*
|
||||||||||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
$
|
10,596
|
|
|
$
|
11,805
|
|
|
$
|
—
|
|
|
$
|
11,215
|
|
|
$
|
332
|
|
|
$
|
11,654
|
|
|
$
|
12,987
|
|
|
$
|
—
|
|
|
$
|
9,056
|
|
|
$
|
227
|
|
Commercial real estate
|
1,188
|
|
|
1,436
|
|
|
—
|
|
|
370
|
|
|
74
|
|
|
571
|
|
|
626
|
|
|
—
|
|
|
194
|
|
|
—
|
|
||||||||||
Home equity line of credit
|
707
|
|
|
948
|
|
|
—
|
|
|
484
|
|
|
4
|
|
|
363
|
|
|
606
|
|
|
—
|
|
|
402
|
|
|
5
|
|
||||||||||
Residential land
|
1,644
|
|
|
2,412
|
|
|
—
|
|
|
2,397
|
|
|
137
|
|
|
2,344
|
|
|
3,200
|
|
|
—
|
|
|
2,728
|
|
|
172
|
|
||||||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Commercial
|
5,671
|
|
|
6,333
|
|
|
—
|
|
|
5,185
|
|
|
157
|
|
|
8,235
|
|
|
11,471
|
|
|
—
|
|
|
5,204
|
|
|
38
|
|
||||||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||||||
|
19,806
|
|
|
22,934
|
|
|
—
|
|
|
19,651
|
|
|
704
|
|
|
23,167
|
|
|
28,890
|
|
|
—
|
|
|
17,592
|
|
|
442
|
|
||||||||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
11,861
|
|
|
11,914
|
|
|
1,453
|
|
|
11,578
|
|
|
562
|
|
|
11,327
|
|
|
11,347
|
|
|
951
|
|
|
8,822
|
|
|
419
|
|
||||||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
1,699
|
|
|
—
|
|
|
4,541
|
|
|
4,541
|
|
|
1,845
|
|
|
3,415
|
|
|
478
|
|
||||||||||
Home equity line of credit
|
2,518
|
|
|
2,579
|
|
|
442
|
|
|
1,597
|
|
|
49
|
|
|
416
|
|
|
420
|
|
|
46
|
|
|
132
|
|
|
6
|
|
||||||||||
Residential land
|
4,039
|
|
|
4,117
|
|
|
891
|
|
|
4,337
|
|
|
318
|
|
|
5,506
|
|
|
5,584
|
|
|
1,057
|
|
|
6,415
|
|
|
484
|
|
||||||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Commercial
|
15,448
|
|
|
16,073
|
|
|
3,527
|
|
|
12,507
|
|
|
211
|
|
|
4,873
|
|
|
5,211
|
|
|
760
|
|
|
12,089
|
|
|
438
|
|
||||||||||
Consumer
|
13
|
|
|
13
|
|
|
7
|
|
|
14
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
6
|
|
|
9
|
|
|
—
|
|
||||||||||
|
33,879
|
|
|
34,696
|
|
|
6,320
|
|
|
31,732
|
|
|
1,140
|
|
|
26,679
|
|
|
27,119
|
|
|
4,665
|
|
|
30,882
|
|
|
1,825
|
|
||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential 1-4 family
|
22,457
|
|
|
23,719
|
|
|
1,453
|
|
|
22,793
|
|
|
894
|
|
|
22,981
|
|
|
24,334
|
|
|
951
|
|
|
17,878
|
|
|
646
|
|
||||||||||
Commercial real estate
|
1,188
|
|
|
1,436
|
|
|
—
|
|
|
2,069
|
|
|
74
|
|
|
5,112
|
|
|
5,167
|
|
|
1,845
|
|
|
3,609
|
|
|
478
|
|
||||||||||
Home equity line of credit
|
3,225
|
|
|
3,527
|
|
|
442
|
|
|
2,081
|
|
|
53
|
|
|
779
|
|
|
1,026
|
|
|
46
|
|
|
534
|
|
|
11
|
|
||||||||||
Residential land
|
5,683
|
|
|
6,529
|
|
|
891
|
|
|
6,734
|
|
|
455
|
|
|
7,850
|
|
|
8,784
|
|
|
1,057
|
|
|
9,143
|
|
|
656
|
|
||||||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Commercial
|
21,119
|
|
|
22,406
|
|
|
3,527
|
|
|
17,692
|
|
|
368
|
|
|
13,108
|
|
|
16,682
|
|
|
760
|
|
|
17,293
|
|
|
476
|
|
||||||||||
Consumer
|
13
|
|
|
13
|
|
|
7
|
|
|
14
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
6
|
|
|
17
|
|
|
—
|
|
||||||||||
|
$
|
53,685
|
|
|
$
|
57,630
|
|
|
$
|
6,320
|
|
|
$
|
51,383
|
|
|
$
|
1,844
|
|
|
$
|
49,846
|
|
|
$
|
56,009
|
|
|
$
|
4,665
|
|
|
$
|
48,474
|
|
|
$
|
2,267
|
|
Years ended December 31
|
2015
|
|
2014
|
||||||||||||||||||||||||||
|
Number
|
|
Outstanding recorded investment
|
|
Net increase in ALLL
|
|
Number
|
|
Outstanding recorded investment
|
|
Net increase in ALLL
|
||||||||||||||||||
(dollars in thousands)
|
of
contracts |
|
Pre-modification
|
|
Post-modification
|
|
|
of
contracts
|
|
Pre-modification
|
|
Post-modification
|
|
||||||||||||||||
Troubled debt restructurings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential 1-4 family
|
19
|
|
|
$
|
3,594
|
|
|
$
|
3,668
|
|
|
$
|
87
|
|
|
38
|
|
|
$
|
10,680
|
|
|
$
|
10,737
|
|
|
$
|
163
|
|
Commercial real estate
|
1
|
|
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Home equity line of credit
|
39
|
|
|
2,441
|
|
|
2,441
|
|
|
370
|
|
|
8
|
|
|
502
|
|
|
502
|
|
|
42
|
|
||||||
Residential land
|
1
|
|
|
218
|
|
|
218
|
|
|
—
|
|
|
18
|
|
|
4,304
|
|
|
4,304
|
|
|
242
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Commercial
|
8
|
|
|
2,267
|
|
|
2,267
|
|
|
486
|
|
|
7
|
|
|
3,827
|
|
|
3,827
|
|
|
13
|
|
||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
68
|
|
|
$
|
10,020
|
|
|
$
|
10,094
|
|
|
$
|
943
|
|
|
71
|
|
|
$
|
19,313
|
|
|
$
|
19,370
|
|
|
$
|
460
|
|
Years ended December 31
|
2015
|
|
2014
|
||||||||||
(dollars in thousands)
|
Number of
contracts
|
|
Recorded
investment
|
|
Number of
contracts
|
|
Recorded
investment
|
||||||
Troubled debt restructurings that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||
Residential 1-4 family
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
390
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Home equity line of credit
|
1
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||
Residential land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Residential construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Commercial
|
1
|
|
|
1,056
|
|
|
1
|
|
|
14
|
|
||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
2
|
|
|
$
|
1,062
|
|
|
2
|
|
|
$
|
404
|
|
(in thousands)
|
Gross
carrying amount |
|
Accumulated amortization
|
|
Valuation allowance
|
|
Net
carrying amount |
||||||||
December 31, 2015
|
$
|
14,531
|
|
1
|
$
|
(5,647
|
)
|
1
|
$
|
—
|
|
|
$
|
8,884
|
|
December 31, 2014
|
$
|
27,185
|
|
|
$
|
(15,436
|
)
|
|
$
|
(209
|
)
|
|
$
|
11,540
|
|
(in thousands)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Mortgage servicing rights
|
|
|
|
|
|
||||||
Balance, January 1
|
$
|
11,749
|
|
|
$
|
11,938
|
|
|
$
|
11,316
|
|
Amount capitalized
|
3,123
|
|
|
1,637
|
|
|
2,611
|
|
|||
Amortization
|
(2,682
|
)
|
|
(1,731
|
)
|
|
(1,802
|
)
|
|||
Sale of mortgage servicing rights
|
(3,302
|
)
|
|
—
|
|
|
—
|
|
|||
Other-than-temporary impairment
|
(4
|
)
|
|
(95
|
)
|
|
(187
|
)
|
|||
Carrying amount before valuation allowance, December 31
|
8,884
|
|
|
11,749
|
|
|
11,938
|
|
|||
Valuation allowance for mortgage servicing rights
|
|
|
|
|
|
||||||
Balance, January 1
|
209
|
|
|
251
|
|
|
498
|
|
|||
Provision (recovery)
|
(205
|
)
|
|
53
|
|
|
(60
|
)
|
|||
Other-than-temporary impairment
|
(4
|
)
|
|
(95
|
)
|
|
(187
|
)
|
|||
Balance, December 31
|
—
|
|
|
209
|
|
|
251
|
|
|||
Net carrying value of mortgage servicing rights
|
$
|
8,884
|
|
|
$
|
11,540
|
|
|
$
|
11,687
|
|
December 31
|
2015
|
|
2014
|
||||
(dollars in thousands)
|
|
|
|
||||
Unpaid principal balance
|
$
|
1,097,314
|
|
|
$
|
1,391,030
|
|
Weighted average note rate
|
4.05
|
%
|
|
4.07
|
%
|
||
Weighted average discount rate
|
9.6
|
%
|
|
9.6
|
%
|
||
Weighted average prepayment speed
|
9.3
|
%
|
|
9.5
|
%
|
December 31
|
2015
|
|
2014
|
||||
(in thousands)
|
|
|
|
||||
Prepayment rate:
|
|
|
|
||||
25 basis points adverse rate change
|
$
|
(561
|
)
|
|
$
|
(757
|
)
|
50 basis points adverse rate change
|
(1,104
|
)
|
|
(1,524
|
)
|
||
Discount rate:
|
|
|
|
||||
25 basis points adverse rate change
|
(111
|
)
|
|
(140
|
)
|
||
50 basis points adverse rate change
|
(220
|
)
|
|
(278
|
)
|
December 31
|
2015
|
|
2014
|
||||||||||
(dollars in thousands)
|
Weighted-average stated rate
|
|
|
Amount
|
|
|
Weighted-average stated rate
|
|
|
Amount
|
|
||
Savings
|
0.07
|
%
|
|
$
|
2,030,644
|
|
|
0.06
|
%
|
|
$
|
1,923,062
|
|
Checking
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing
|
0.02
|
|
|
831,143
|
|
|
0.02
|
|
|
768,787
|
|
||
Noninterest-bearing
|
—
|
|
|
746,875
|
|
|
—
|
|
|
665,005
|
|
||
Commercial checking
|
—
|
|
|
773,499
|
|
|
—
|
|
|
677,789
|
|
||
Money market
|
0.13
|
|
|
167,641
|
|
|
0.12
|
|
|
158,010
|
|
||
Term certificates
|
0.93
|
|
|
475,452
|
|
|
0.83
|
|
|
430,762
|
|
||
|
0.12
|
%
|
|
$
|
5,025,254
|
|
|
0.11
|
%
|
|
$
|
4,623,415
|
|
(in thousands)
|
|
||
2016
|
$
|
197,095
|
|
2017
|
72,817
|
|
|
2018
|
63,876
|
|
|
2019
|
53,525
|
|
|
2020
|
84,749
|
|
|
Thereafter
|
3,390
|
|
|
|
$
|
475,452
|
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in thousands)
|
|
|
|
|
|
||||||
Term certificates
|
$
|
3,747
|
|
|
$
|
3,603
|
|
|
$
|
3,702
|
|
Savings
|
1,257
|
|
|
1,134
|
|
|
1,052
|
|
|||
Money market
|
205
|
|
|
214
|
|
|
232
|
|
|||
Interest-bearing checking
|
139
|
|
|
126
|
|
|
106
|
|
|||
|
$
|
5,348
|
|
|
$
|
5,077
|
|
|
$
|
5,092
|
|
(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
|
|
|
|
|
|
|
|
|
|
|||
December 31, 2015
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
229
|
|
December 31, 2014
|
|
191
|
|
|
—
|
|
|
191
|
|
|
|
Gross amount not offset in the Balance Sheet
|
||||||||||
(in millions)
|
|
Net amount of
liabilities presented
in the Balance Sheet
|
|
Financial
instruments
|
|
Cash
collateral
pledged
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|||
Financial institution
|
|
$
|
50
|
|
|
$
|
56
|
|
|
$
|
—
|
|
Government entities
|
|
56
|
|
|
61
|
|
|
—
|
|
|||
Commercial account holders
|
|
123
|
|
|
144
|
|
|
—
|
|
|||
Total
|
|
$
|
229
|
|
|
$
|
261
|
|
|
$
|
—
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||
Financial institution
|
|
$
|
50
|
|
|
$
|
57
|
|
|
$
|
—
|
|
Government entities
|
|
56
|
|
|
59
|
|
|
—
|
|
|||
Commercial account holders
|
|
85
|
|
|
115
|
|
|
—
|
|
|||
Total
|
|
$
|
191
|
|
|
$
|
231
|
|
|
$
|
—
|
|
(dollars in millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Amount outstanding as of December 31
|
$
|
229
|
|
|
$
|
191
|
|
|
$
|
145
|
|
Average amount outstanding during the year
|
$
|
219
|
|
|
$
|
155
|
|
|
$
|
147
|
|
Maximum amount outstanding as of any month-end
|
$
|
277
|
|
|
$
|
195
|
|
|
$
|
151
|
|
Weighted-average interest rate as of December 31
|
1.24
|
%
|
|
1.45
|
%
|
|
1.75
|
%
|
|||
Weighted-average interest rate during the year
|
1.29
|
%
|
|
1.67
|
%
|
|
1.74
|
%
|
|||
Weighted-average remaining days to maturity as of December 31
|
117
|
|
|
343
|
|
|
367
|
|
December 31
|
2015
|
|
2014
|
||||||||||||||||||
Maturity
|
Repurchase liability
|
|
|
Weighted-average
interest rate
|
|
|
Collateralized by
mortgage-related
securities and federal
agency obligations at fair value plus
accrued interest
|
|
|
Repurchase liability
|
|
|
Weighted-average
interest rate |
|
|
Collateralized by
mortgage-related securities and federal agency obligations at fair value plus accrued interest |
|
||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Overnight
|
$
|
122,684
|
|
|
0.15
|
%
|
|
$
|
144,146
|
|
|
$
|
84,758
|
|
|
0.15
|
%
|
|
$
|
114,883
|
|
1 to 29 days
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
30 to 90 days
|
18,535
|
|
|
0.29
|
|
|
20,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Over 90 days
|
87,363
|
|
1
|
2.96
|
|
|
96,553
|
|
|
105,898
|
|
1
|
2.50
|
|
|
115,842
|
|
||||
|
$
|
228,582
|
|
|
1.24
|
%
|
|
$
|
261,063
|
|
|
$
|
190,656
|
|
|
1.45
|
%
|
|
$
|
230,725
|
|
1
|
$50.3 million
callable by the counterparties quarterly at par until maturity in 2016.
|
December 31, 2015
|
Weighted-average
stated rate
|
|
|
Amount
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
Due in
|
|
|
|
|
|
|
|
2016
|
—
|
%
|
|
$
|
—
|
|
|
2017
|
4.28
|
|
|
50,000
|
|
1
|
|
2018
|
1.95
|
|
|
50,000
|
|
|
|
2019
|
—
|
|
|
—
|
|
|
|
2020
|
—
|
|
|
—
|
|
|
|
Thereafter
|
—
|
|
|
—
|
|
|
|
|
3.12
|
%
|
|
$
|
100,000
|
|
|
1
|
Callable quarterly at par until maturity in 2017.
|
December 31
|
2015
|
|
2014
|
||||||||||||
(in thousands)
|
Notional amount
|
|
Fair value
|
|
Notional amount
|
|
Fair value
|
||||||||
Interest rate lock commitments
|
$
|
22,241
|
|
|
$
|
384
|
|
|
$
|
29,330
|
|
|
$
|
390
|
|
Forward commitments
|
23,644
|
|
|
(29
|
)
|
|
32,833
|
|
|
(106
|
)
|
Derivative Financial Instruments Not Designated
|
Location of net gains
|
|
|
|
|
|
|
||||||
as Hedging Instruments
|
(losses) recognized in
|
|
Years ended December 31
|
||||||||||
(in thousands)
|
the Statements of Income
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest rate lock commitments
|
Mortgage banking income
|
|
$
|
(6
|
)
|
|
$
|
(74
|
)
|
|
$
|
464
|
|
Forward commitments
|
Mortgage banking income
|
|
77
|
|
|
(245
|
)
|
|
139
|
|
|||
|
|
|
$
|
71
|
|
|
$
|
(319
|
)
|
|
$
|
603
|
|
December 31
|
2015
|
|
|
2014
|
|
||
(in thousands)
|
|
|
|
||||
Unfunded commitments to extend credit:
|
|
|
|
|
|||
Home equity line of credit
|
$
|
1,096,532
|
|
|
$
|
1,089,633
|
|
Commercial and commercial real estate
|
631,780
|
|
|
526,133
|
|
||
Consumer
|
60,198
|
|
|
56,312
|
|
||
Residential 1-4 family
|
24,863
|
|
|
20,524
|
|
||
Commercial and financial standby letters of credit
|
18,709
|
|
|
20,082
|
|
||
Total
|
$
|
1,832,082
|
|
|
$
|
1,712,684
|
|
6
·
Unconsolidated variable interest entities
|
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
||||||
(in millions)
|
|
|
|
|
|
|
||||||
AES Hawaii
|
|
$
|
134
|
|
|
$
|
145
|
|
|
$
|
134
|
|
Kalaeloa
|
|
187
|
|
|
279
|
|
|
301
|
|
|||
HEP
|
|
44
|
|
|
51
|
|
|
51
|
|
|||
Hpower
|
|
66
|
|
|
66
|
|
|
61
|
|
|||
Puna Geothermal Venture
|
|
29
|
|
|
45
|
|
|
49
|
|
|||
Hawaiian Commercial & Sugar (HC&S)
|
|
8
|
|
|
15
|
|
|
13
|
|
|||
Other IPPs
|
|
126
|
|
|
121
|
|
|
102
|
|
|||
Total IPPs
|
|
$
|
594
|
|
|
$
|
722
|
|
|
$
|
711
|
|
7
·
Short-term borrowings
|
8
·
Long-term debt
|
December 31
|
2015
|
|
|
2014
|
|
||
(dollars in thousands)
|
|
|
|
|
|
||
Long-term debt of Utilities
1
|
$
|
1,286,546
|
|
|
$
|
1,206,546
|
|
HEI term loan LIBOR + .75%, due 2017
|
125,000
|
|
|
125,000
|
|
||
HEI senior note 4.41%, due 2016
|
75,000
|
|
|
75,000
|
|
||
HEI senior note 5.67%, due 2021
|
50,000
|
|
|
50,000
|
|
||
HEI senior note 3.99%, due 2023
|
50,000
|
|
|
50,000
|
|
||
|
$
|
1,586,546
|
|
|
$
|
1,506,546
|
|
1
|
See components of “Total long-term debt” and unamortized discount in Hawaiian Electric and subsidiaries’ Consolidated Statements of Capitalization.
|
9
·
Shareholders’ equity
|
|
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, 2012
|
$
|
10,761
|
|
|
$
|
(760
|
)
|
|
$
|
(36,424
|
)
|
|
$
|
(26,423
|
)
|
|
$
|
(970
|
)
|
Current period other comprehensive income (loss)
|
(14,424
|
)
|
|
235
|
|
|
23,862
|
|
|
9,673
|
|
|
1,578
|
|
|||||
Balance, December 31, 2013
|
(3,663
|
)
|
|
(525
|
)
|
|
(12,562
|
)
|
|
(16,750
|
)
|
|
608
|
|
|||||
Current period other comprehensive income (loss)
|
4,125
|
|
|
236
|
|
|
(14,989
|
)
|
|
(10,628
|
)
|
|
(563
|
)
|
|||||
Balance, December 31, 2014
|
462
|
|
|
(289
|
)
|
|
(27,551
|
)
|
|
(27,378
|
)
|
|
45
|
|
|||||
Current period other comprehensive income (loss)
|
(2,334
|
)
|
|
235
|
|
|
3,215
|
|
|
1,116
|
|
|
880
|
|
|||||
Balance, December 31, 2015
|
$
|
(1,872
|
)
|
|
$
|
(54
|
)
|
|
$
|
(24,336
|
)
|
|
$
|
(26,262
|
)
|
|
$
|
925
|
|
|
|
Amount reclassified from AOCI
|
|
|
||||||||||
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
|
Affected line item in the Statement of Income
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||
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)
|
|
235
|
|
|
236
|
|
|
235
|
|
|
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
|
|
22,465
|
|
|
11,344
|
|
|
23,280
|
|
|
See Note 10 for additional details
|
|||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets
|
|
(25,139
|
)
|
|
207,833
|
|
|
(222,595
|
)
|
|
See Note 10 for additional details
|
|||
Total reclassifications
|
|
$
|
(2,439
|
)
|
|
$
|
217,698
|
|
|
$
|
(199,818
|
)
|
|
|
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
|
|
$
|
20,381
|
|
|
$
|
10,212
|
|
|
$
|
20,694
|
|
|
See Note 10 for additional details
|
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets
|
|
(25,139
|
)
|
|
207,833
|
|
|
(222,595
|
)
|
|
See Note 10 for additional details
|
|||
Total reclassifications
|
|
$
|
(4,758
|
)
|
|
$
|
218,045
|
|
|
$
|
(201,901
|
)
|
|
|
10 · Retirement benefits
|
|
2015
|
|
2014
|
||||||||||||
(in thousands)
|
Pension
benefits
|
|
Other
benefits
|
|
Pension
benefits
|
|
Other
benefits
|
||||||||
HEI consolidated
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
1,847,228
|
|
|
$
|
219,209
|
|
|
$
|
1,446,291
|
|
|
$
|
176,099
|
|
Service cost
|
66,260
|
|
|
3,927
|
|
|
49,264
|
|
|
3,490
|
|
||||
Interest cost
|
76,960
|
|
|
9,011
|
|
|
72,202
|
|
|
8,550
|
|
||||
Actuarial losses (gains)
|
(124,239
|
)
|
|
(2,911
|
)
|
|
342,446
|
|
|
39,098
|
|
||||
Benefits paid and expenses
|
(68,179
|
)
|
|
(7,696
|
)
|
|
(62,975
|
)
|
|
(8,028
|
)
|
||||
Benefit obligation, December 31
|
1,798,030
|
|
|
221,540
|
|
|
1,847,228
|
|
|
219,209
|
|
||||
Fair value of plan assets, January 1
|
1,266,060
|
|
|
180,332
|
|
|
1,186,669
|
|
|
179,330
|
|
||||
Actual (loss) return on plan assets
|
(14,422
|
)
|
|
(2,866
|
)
|
|
81,123
|
|
|
9,149
|
|
||||
Employer contributions
|
86,802
|
|
|
917
|
|
|
60,103
|
|
|
(257
|
)
|
||||
Benefits paid and expenses
|
(66,966
|
)
|
|
(7,696
|
)
|
|
(61,835
|
)
|
|
(7,890
|
)
|
||||
Fair value of plan assets, December 31
|
1,271,474
|
|
|
170,687
|
|
|
1,266,060
|
|
|
180,332
|
|
||||
Accrued benefit asset (liability), December 31
|
$
|
(526,556
|
)
|
|
$
|
(50,853
|
)
|
|
$
|
(581,168
|
)
|
|
$
|
(38,877
|
)
|
Other assets
|
$
|
12,509
|
|
|
$
|
—
|
|
|
$
|
12,800
|
|
|
$
|
—
|
|
Defined benefit pension and other postretirement benefit plans liability
|
(539,065
|
)
|
|
(50,853
|
)
|
|
(593,968
|
)
|
|
(38,877
|
)
|
||||
Accrued benefit asset (liability), December 31
|
$
|
(526,556
|
)
|
|
$
|
(50,853
|
)
|
|
$
|
(581,168
|
)
|
|
$
|
(38,877
|
)
|
AOCI debit/(credit), January 1 (excluding impact of PUC D&Os)
|
$
|
639,831
|
|
|
$
|
20,933
|
|
|
$
|
317,544
|
|
|
$
|
(21,722
|
)
|
Recognized during year – prior service credit (cost)
|
(4
|
)
|
|
1,793
|
|
|
(88
|
)
|
|
1,793
|
|
||||
Recognized during year – net actuarial (losses) gains
|
(36,800
|
)
|
|
(1,796
|
)
|
|
(20,304
|
)
|
|
11
|
|
||||
Occurring during year – net actuarial losses (gains)
|
(21,264
|
)
|
|
11,620
|
|
|
342,679
|
|
|
40,851
|
|
||||
AOCI debit/(credit) before cumulative impact of PUC D&Os, December 31
|
581,763
|
|
|
32,550
|
|
|
639,831
|
|
|
20,933
|
|
||||
Cumulative impact of PUC D&Os
|
(538,784
|
)
|
|
(35,333
|
)
|
|
(592,291
|
)
|
|
(22,975
|
)
|
||||
AOCI debit/(credit), December 31
|
$
|
42,979
|
|
|
$
|
(2,783
|
)
|
|
$
|
47,540
|
|
|
$
|
(2,042
|
)
|
Net actuarial loss (gain)
|
$
|
581,951
|
|
|
$
|
44,845
|
|
|
$
|
640,015
|
|
|
$
|
35,022
|
|
Prior service gain
|
(188
|
)
|
|
(12,295
|
)
|
|
(184
|
)
|
|
(14,089
|
)
|
||||
AOCI debit/(credit) before cumulative impact of PUC D&Os, December 31
|
581,763
|
|
|
32,550
|
|
|
639,831
|
|
|
20,933
|
|
||||
Cumulative impact of PUC D&Os
|
(538,784
|
)
|
|
(35,333
|
)
|
|
(592,291
|
)
|
|
(22,975
|
)
|
||||
AOCI debit/(credit), December 31
|
42,979
|
|
|
(2,783
|
)
|
|
47,540
|
|
|
(2,042
|
)
|
||||
Income taxes (benefits)
|
(16,944
|
)
|
|
1,084
|
|
|
(18,742
|
)
|
|
795
|
|
||||
AOCI debit/(credit), net of taxes (benefits), December 31
|
$
|
26,035
|
|
|
$
|
(1,699
|
)
|
|
$
|
28,798
|
|
|
$
|
(1,247
|
)
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||
(in thousands)
|
Pension
benefits
|
|
Other
benefits
|
|
Pension
benefits
|
|
Other
benefits
|
||||||||
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, January 1
|
$
|
1,690,777
|
|
|
$
|
211,760
|
|
|
$
|
1,320,810
|
|
|
$
|
169,579
|
|
Service cost
|
64,262
|
|
|
3,870
|
|
|
47,597
|
|
|
3,392
|
|
||||
Interest cost
|
70,529
|
|
|
8,700
|
|
|
65,979
|
|
|
8,234
|
|
||||
Actuarial losses (gains)
|
(114,286
|
)
|
|
(2,860
|
)
|
|
314,210
|
|
|
38,488
|
|
||||
Benefits paid and expenses
|
(63,037
|
)
|
|
(7,598
|
)
|
|
(57,819
|
)
|
|
(7,933
|
)
|
||||
Transfers
|
1,445
|
|
|
118
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, December 31
|
1,649,690
|
|
|
213,990
|
|
|
1,690,777
|
|
|
211,760
|
|
||||
Fair value of plan assets, January 1
|
1,129,005
|
|
|
177,256
|
|
|
1,058,260
|
|
|
176,291
|
|
||||
Actual (loss) return on plan assets
|
(10,646
|
)
|
|
(2,712
|
)
|
|
69,242
|
|
|
9,036
|
|
||||
Employer contributions
|
85,139
|
|
|
864
|
|
|
58,948
|
|
|
(274
|
)
|
||||
Benefits paid and expenses
|
(62,584
|
)
|
|
(7,598
|
)
|
|
(57,445
|
)
|
|
(7,797
|
)
|
||||
Other
|
919
|
|
|
120
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, December 31
|
1,141,833
|
|
|
167,930
|
|
|
1,129,005
|
|
|
177,256
|
|
||||
Accrued benefit asset (liability), December 31
|
$
|
(507,857
|
)
|
|
$
|
(46,060
|
)
|
|
$
|
(561,772
|
)
|
|
$
|
(34,504
|
)
|
Other liabilities (short-term)
|
(425
|
)
|
|
(518
|
)
|
|
(421
|
)
|
|
(460
|
)
|
||||
Defined benefit pension and other postretirement benefit plans liability
|
(507,432
|
)
|
|
(45,542
|
)
|
|
(561,351
|
)
|
|
(34,044
|
)
|
||||
Accrued benefit asset (liability), December 31
|
$
|
(507,857
|
)
|
|
$
|
(46,060
|
)
|
|
$
|
(561,772
|
)
|
|
$
|
(34,504
|
)
|
AOCI debit/(credit), January 1 (excluding impact of PUC D&Os)
|
$
|
595,103
|
|
|
$
|
20,090
|
|
|
$
|
295,973
|
|
|
$
|
(21,907
|
)
|
Recognized during year – prior service credit (cost)
|
(40
|
)
|
|
1,804
|
|
|
(62
|
)
|
|
1,804
|
|
||||
Recognized during year – net actuarial losses
|
(33,371
|
)
|
|
(1,754
|
)
|
|
(18,459
|
)
|
|
—
|
|
||||
Occurring during year – net actuarial losses (gains)
|
(20,574
|
)
|
|
11,345
|
|
|
317,651
|
|
|
40,193
|
|
||||
AOCI debit/(credit) before cumulative impact of PUC D&Os, December 31
|
541,118
|
|
|
31,485
|
|
|
595,103
|
|
|
20,090
|
|
||||
Cumulative impact of PUC D&Os
|
(538,784
|
)
|
|
(35,333
|
)
|
|
(592,291
|
)
|
|
(22,975
|
)
|
||||
AOCI debit/(credit), December 31
|
$
|
2,334
|
|
|
$
|
(3,848
|
)
|
|
$
|
2,812
|
|
|
$
|
(2,885
|
)
|
Net actuarial loss (gain)
|
$
|
541,071
|
|
|
$
|
43,784
|
|
|
$
|
595,017
|
|
|
$
|
34,192
|
|
Prior service cost (gain)
|
47
|
|
|
(12,299
|
)
|
|
86
|
|
|
(14,102
|
)
|
||||
AOCI debit/(credit) before cumulative impact of PUC D&Os, December 31
|
541,118
|
|
|
31,485
|
|
|
595,103
|
|
|
20,090
|
|
||||
Cumulative impact of PUC D&Os
|
(538,784
|
)
|
|
(35,333
|
)
|
|
(592,291
|
)
|
|
(22,975
|
)
|
||||
AOCI debit/(credit), December 31
|
2,334
|
|
|
(3,848
|
)
|
|
2,812
|
|
|
(2,885
|
)
|
||||
Income taxes (benefits)
|
(908
|
)
|
|
1,497
|
|
|
(1,094
|
)
|
|
1,122
|
|
||||
AOCI debit/(credit), net of taxes (benefits), December 31
|
$
|
1,426
|
|
|
$
|
(2,351
|
)
|
|
$
|
1,718
|
|
|
$
|
(1,763
|
)
|
|
Pension benefits
1
|
|
Other benefits
2
|
||||||||||||||||||
|
|
|
|
|
Investment policy
|
|
|
|
|
|
Investment policy
|
||||||||||
December 31
|
2015
|
|
|
2014
|
|
|
Target
|
|
|
Range
|
|
2015
|
|
|
2014
|
|
|
Target
|
|
|
Range
|
Assets held by category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities managers
|
70
|
%
|
|
73
|
%
|
|
70
|
%
|
|
65-75
|
|
70
|
%
|
|
72
|
%
|
|
70
|
%
|
|
65-75
|
Fixed income securities managers
|
30
|
|
|
27
|
|
|
30
|
|
|
25-35
|
|
30
|
|
|
28
|
|
|
30
|
|
|
25-35
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
1
|
Asset allocation for 2015 and 2014 is applicable to only HEI and the Utilities. In 2014, ASB revised its defined benefit pension plan asset allocation to a liability driven investment strategy and as of December 31, 2015 and 2014, nearly all of its pension assets were invested in fixed income securities.
|
2
|
Asset allocation for 2015 and 2014 is applicable to only HEI and the Utilities. ASB does not fund its other benefits.
|
|
Pension benefits
|
|
Other benefits
|
||||||||||||||
December 31
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.60
|
%
|
|
4.22
|
%
|
|
5.09
|
%
|
|
4.57
|
%
|
|
4.17
|
%
|
|
5.03
|
%
|
Rate of compensation increase
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
Net periodic pension/benefit cost (years ended)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.22
|
|
|
5.09
|
|
|
4.13
|
|
|
4.17
|
|
|
5.03
|
|
|
4.07
|
|
Expected return on plan assets
1
|
7.75
|
|
|
7.75
|
|
|
7.75
|
|
|
7.75
|
|
|
7.75
|
|
|
7.75
|
|
Rate of compensation increase
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
Pension benefits
|
|
Other benefits
|
||||||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
HEI consolidated
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
66,260
|
|
|
$
|
49,264
|
|
|
$
|
56,405
|
|
|
$
|
3,927
|
|
|
$
|
3,490
|
|
|
$
|
4,306
|
|
Interest cost
|
76,960
|
|
|
72,202
|
|
|
64,788
|
|
|
9,011
|
|
|
8,550
|
|
|
7,569
|
|
||||||
Expected return on plan assets
|
(88,554
|
)
|
|
(81,355
|
)
|
|
(72,537
|
)
|
|
(11,664
|
)
|
|
(10,902
|
)
|
|
(10,147
|
)
|
||||||
Amortization of net prior service (gain) cost
|
4
|
|
|
88
|
|
|
(97
|
)
|
|
(1,793
|
)
|
|
(1,793
|
)
|
|
(1,793
|
)
|
||||||
Amortization of net actuarial losses (gains)
|
36,800
|
|
|
20,304
|
|
|
38,438
|
|
|
1,796
|
|
|
(11
|
)
|
|
1,602
|
|
||||||
Net periodic pension/benefit cost
|
91,470
|
|
|
60,503
|
|
|
86,997
|
|
|
1,277
|
|
|
(666
|
)
|
|
1,537
|
|
||||||
Impact of PUC D&Os
|
(40,011
|
)
|
|
(13,324
|
)
|
|
(38,104
|
)
|
|
(240
|
)
|
|
1,976
|
|
|
(1,458
|
)
|
||||||
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os)
|
51,459
|
|
|
47,179
|
|
|
48,893
|
|
|
1,037
|
|
|
1,310
|
|
|
79
|
|
||||||
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
64,262
|
|
|
$
|
47,597
|
|
|
$
|
54,482
|
|
|
$
|
3,870
|
|
|
$
|
3,392
|
|
|
$
|
4,163
|
|
Interest cost
|
70,529
|
|
|
65,979
|
|
|
59,119
|
|
|
8,700
|
|
|
8,234
|
|
|
7,288
|
|
||||||
Expected return on plan assets
|
(82,541
|
)
|
|
(72,661
|
)
|
|
(64,551
|
)
|
|
(11,495
|
)
|
|
(10,739
|
)
|
|
(10,002
|
)
|
||||||
Amortization of net prior service (gain) cost
|
40
|
|
|
62
|
|
|
(464
|
)
|
|
(1,804
|
)
|
|
(1,804
|
)
|
|
(1,803
|
)
|
||||||
Amortization of net actuarial losses
|
33,371
|
|
|
18,459
|
|
|
34,597
|
|
|
1,754
|
|
|
—
|
|
|
1,544
|
|
||||||
Net periodic pension/benefit cost
|
85,661
|
|
|
59,436
|
|
|
83,183
|
|
|
1,025
|
|
|
(917
|
)
|
|
1,190
|
|
||||||
Impact of PUC D&Os
|
(40,011
|
)
|
|
(13,324
|
)
|
|
(38,104
|
)
|
|
(240
|
)
|
|
1,976
|
|
|
(1,458
|
)
|
||||||
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os)
|
$
|
45,650
|
|
|
$
|
46,112
|
|
|
$
|
45,079
|
|
|
$
|
785
|
|
|
$
|
1,059
|
|
|
$
|
(268
|
)
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||
(in millions)
|
Pension benefits
|
|
Other benefits
|
|
Pension benefits
|
|
Other benefits
|
||||||||
Estimated prior service cost (credit)
|
$
|
(0.1
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
Net actuarial loss
|
23.9
|
|
|
1.1
|
|
|
21.8
|
|
|
1.1
|
|
11
·
Share-based compensation
|
(in millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
HEI consolidated
|
|
|
|
|
|
||||||
Share-based compensation expense
1
|
$
|
6.5
|
|
|
$
|
9.3
|
|
|
$
|
7.8
|
|
Income tax benefit
|
2.3
|
|
|
3.4
|
|
|
2.8
|
|
|||
Hawaiian Electric consolidated
|
|
|
|
|
|
||||||
Share-based compensation expense
1
|
1.9
|
|
|
3.1
|
|
|
2.3
|
|
|||
Income tax benefit
|
0.7
|
|
|
1.2
|
|
|
0.9
|
|
1
|
$0.15 million
,
$0.16 million
and
$0.11 million
of this share-based compensation expense was capitalized in
2015
,
2014
and
2013
, respectively.
|
(dollars in millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Shares granted
|
28,246
|
|
|
33,170
|
|
|
33,184
|
|
|||
Fair value
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Income tax benefit
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
|
2013
|
|||||
|
|
Shares
|
|
|
(1)
|
||
Outstanding, January 1
|
|
14,000
|
|
|
$
|
20.49
|
|
Exercised
|
|
(14,000
|
)
|
|
20.49
|
|
|
Outstanding, December 31
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Weighted-average exercise price
|
(in thousands)
|
|
2013
|
|
|
Cash received from exercise
|
|
$
|
287
|
|
Intrinsic value of shares exercised
1
|
|
128
|
|
|
Tax benefit realized for the deduction of exercises
|
|
50
|
|
1
|
Intrinsic value is the amount by which the fair market value of the underlying stock and the related dividend equivalents exceeds the exercise price of the option.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|
Shares
|
|
(1)
|
|||||||||
Outstanding, January 1
|
80,000
|
|
|
$
|
26.18
|
|
|
164,000
|
|
|
$
|
26.12
|
|
|
164,000
|
|
|
$
|
26.12
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(80,000
|
)
|
|
26.18
|
|
|
(22,000
|
)
|
|
26.18
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(62,000
|
)
|
|
26.02
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding, December 31
|
—
|
|
|
$
|
—
|
|
|
80,000
|
|
|
$
|
26.18
|
|
|
164,000
|
|
|
$
|
26.12
|
|
Exercisable, December 31
|
—
|
|
|
$
|
—
|
|
|
80,000
|
|
|
$
|
26.18
|
|
|
164,000
|
|
|
$
|
26.12
|
|
(1)
|
Weighted-average exercise price
|
(in thousands)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Intrinsic value of shares exercised
1
|
$
|
502
|
|
|
$
|
29
|
|
|
$
|
—
|
|
Tax benefit realized for the deduction of exercises
|
82
|
|
|
11
|
|
|
—
|
|
1
|
Intrinsic value is the amount by which the fair market value of the underlying stock and the related dividend equivalents exceeds the exercise price of the right.
|
|
2014
|
|
2013
|
||||||||||
|
Shares
|
|
|
(1)
|
|
Shares
|
(1)
|
||||||
Outstanding, January 1
|
4,503
|
|
|
$
|
22.21
|
|
|
9,005
|
|
|
$
|
22.21
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(4,503
|
)
|
|
22.21
|
|
|
(4,502
|
)
|
|
22.21
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding, December 31
|
—
|
|
|
$
|
—
|
|
|
4,503
|
|
|
$
|
22.21
|
|
(1)
|
Weighted-average grant-date fair value per share based on the closing or average price of HEI common stock on the date of grant.
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|||||||||
Outstanding, January 1
|
261,235
|
|
|
$
|
25.77
|
|
|
288,151
|
|
|
$
|
25.17
|
|
|
315,094
|
|
|
$
|
22.82
|
|
|||
Granted
|
85,772
|
|
|
33.69
|
|
|
117,786
|
|
|
25.17
|
|
|
111,231
|
|
|
26.88
|
|
||||||
Vested
|
(102,173
|
)
|
|
25.67
|
|
|
(144,702
|
)
|
|
24.09
|
|
|
(118,885
|
)
|
|
20.48
|
|
||||||
Forfeited
|
(34,200
|
)
|
|
27.09
|
|
|
—
|
|
|
—
|
|
|
(19,289
|
)
|
|
25.62
|
|
||||||
Outstanding, December 31
|
210,634
|
|
|
$
|
28.82
|
|
|
261,235
|
|
|
$
|
25.77
|
|
|
288,151
|
|
|
$
|
25.17
|
|
|||
Total weighted-average grant-date fair value of shares granted ($ millions)
|
$
|
2.9
|
|
|
|
|
$
|
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.
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|||||||||
Outstanding, January 1
|
257,956
|
|
|
$
|
28.45
|
|
|
232,127
|
|
|
$
|
32.88
|
|
|
239,256
|
|
|
$
|
29.12
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
97,524
|
|
|
22.95
|
|
|
91,038
|
|
|
32.69
|
|
||||||
Vested (settled or lapsed)
|
(75,915
|
)
|
|
30.71
|
|
|
(70,189
|
)
|
|
35.46
|
|
|
(87,753
|
)
|
|
22.45
|
|
||||||
Forfeited
|
(19,541
|
)
|
|
26.25
|
|
|
(1,506
|
)
|
|
28.32
|
|
|
(10,414
|
)
|
|
32.72
|
|
||||||
Outstanding, December 31
|
162,500
|
|
|
$
|
27.66
|
|
|
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.
|
|
|
2014
|
|
|
2013
|
|
||
Risk-free interest rate
|
|
0.66
|
%
|
|
0.38
|
%
|
||
Expected life in years
|
|
3
|
|
|
3
|
|
||
Expected volatility
|
|
17.8
|
%
|
|
19.4
|
%
|
||
Range of expected volatility for Peer Group
|
|
12.4% to 23.3%
|
|
|
12.4% to 25.3%
|
|
||
Grant date fair value (per share)
|
|
$
|
22.95
|
|
|
$
|
32.69
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|
Shares
|
|
|
(1)
|
|||||||||
Outstanding, January 1
|
364,731
|
|
|
$
|
26.01
|
|
|
296,843
|
|
|
$
|
26.14
|
|
|
247,175
|
|
|
$
|
25.04
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
129,603
|
|
|
25.18
|
|
|
120,399
|
|
|
26.89
|
|
||||||
Vested and settled
|
(121,249
|
)
|
|
26.05
|
|
|
(65,089
|
)
|
|
24.95
|
|
|
(18,280
|
)
|
|
18.95
|
|
||||||
Increase above target (cancelled)
|
3,412
|
|
|
26.89
|
|
|
4,949
|
|
|
26.70
|
|
|
(41,599
|
)
|
|
24.97
|
|
||||||
Forfeited
|
(24,247
|
)
|
|
25.82
|
|
|
(1,575
|
)
|
|
26.07
|
|
|
(10,852
|
)
|
|
26.20
|
|
||||||
Outstanding, December 31
|
222,647
|
|
|
$
|
26.02
|
|
|
364,731
|
|
|
$
|
26.01
|
|
|
296,843
|
|
|
$
|
26.14
|
|
|||
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.
|
12
·
Income taxes
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||||||||||
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current (1)
|
$
|
44,343
|
|
|
$
|
(8,959
|
)
|
|
$
|
(295
|
)
|
|
$
|
—
|
|
|
$
|
1,108
|
|
|
$
|
1,313
|
|
Deferred (1)
|
36,664
|
|
|
91,412
|
|
|
73,473
|
|
|
68,757
|
|
|
68,775
|
|
|
58,024
|
|
||||||
Deferred tax credits, net
|
318
|
|
|
—
|
|
|
224
|
|
|
318
|
|
|
—
|
|
|
224
|
|
||||||
|
81,325
|
|
|
82,453
|
|
|
73,402
|
|
|
69,075
|
|
|
69,883
|
|
|
59,561
|
|
||||||
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current (1)
|
2,402
|
|
|
(5,793
|
)
|
|
(630
|
)
|
|
(1,048
|
)
|
|
(9,436
|
)
|
|
(3,720
|
)
|
||||||
Deferred (1)
|
4,768
|
|
|
12,813
|
|
|
6,672
|
|
|
6,869
|
|
|
14,172
|
|
|
6,483
|
|
||||||
Deferred tax credits, net
|
4,526
|
|
|
6,106
|
|
|
6,793
|
|
|
4,526
|
|
|
6,106
|
|
|
6,793
|
|
||||||
|
11,696
|
|
|
13,126
|
|
|
12,835
|
|
|
10,347
|
|
|
10,842
|
|
|
9,556
|
|
||||||
Total
|
$
|
93,021
|
|
|
$
|
95,579
|
|
|
$
|
86,237
|
|
|
$
|
79,422
|
|
|
$
|
80,725
|
|
|
$
|
69,117
|
|
(1)
|
HEI Consolidated amounts for 2014 and 2013 have been updated to reflect the first quarter 2015 adoption of ASU No. 2014-01. See Note 1 for a discussion of the adoption of ASU No. 2014-01
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||||||||||
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Amount at the federal statutory income tax rate (1)
|
$
|
89,176
|
|
|
$
|
92,959
|
|
|
$
|
87,442
|
|
|
$
|
75,996
|
|
|
$
|
77,126
|
|
|
$
|
67,914
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax benefit (1)
|
8,097
|
|
|
9,073
|
|
|
8,667
|
|
|
6,726
|
|
|
7,047
|
|
|
6,211
|
|
||||||
Other, net (1)
|
(4,252
|
)
|
|
(6,453
|
)
|
|
(9,872
|
)
|
|
(3,300
|
)
|
|
(3,448
|
)
|
|
(5,008
|
)
|
||||||
Total
|
$
|
93,021
|
|
|
$
|
95,579
|
|
|
$
|
86,237
|
|
|
$
|
79,422
|
|
|
$
|
80,725
|
|
|
$
|
69,117
|
|
Effective income tax rate
|
36.5
|
%
|
|
36.0
|
%
|
|
34.5
|
%
|
|
36.6
|
%
|
|
36.6
|
%
|
|
35.6
|
%
|
(1)
|
HEI Consolidated amounts for 2014 and 2013 have been updated to reflect the first quarter 2015 adoption of ASU No. 2014-01. See Note 1 for a discussion of the adoption of ASU No. 2014-01.
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||
December 31
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
||||||
Net operating loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,283
|
|
|
$
|
51,936
|
|
Other (1)
|
64,870
|
|
|
56,526
|
|
|
20,238
|
|
|
17,663
|
|
||||
Total deferred tax assets
|
64,870
|
|
|
56,526
|
|
|
57,521
|
|
|
69,599
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
||||||
Property, plant and equipment related
|
492,441
|
|
|
448,723
|
|
|
489,884
|
|
|
446,259
|
|
||||
Repairs deduction
|
104,081
|
|
|
86,408
|
|
|
104,081
|
|
|
86,408
|
|
||||
Regulatory assets, excluding amounts attributable to property, plant and equipment
|
34,261
|
|
|
33,795
|
|
|
34,261
|
|
|
33,795
|
|
||||
Deferred RAM and RBA revenues
|
26,400
|
|
|
32,889
|
|
|
26,400
|
|
|
32,889
|
|
||||
Retirement benefits
|
42,006
|
|
|
25,336
|
|
|
44,991
|
|
|
28,758
|
|
||||
Other (1)
|
46,558
|
|
|
62,945
|
|
|
12,710
|
|
|
14,929
|
|
||||
Total deferred tax liabilities
|
745,747
|
|
|
690,096
|
|
|
712,327
|
|
|
643,038
|
|
||||
Net deferred income tax liability
|
$
|
680,877
|
|
|
$
|
633,570
|
|
|
$
|
654,806
|
|
|
$
|
573,439
|
|
(1)
|
HEI consolidated and Hawaiian Electric consolidated amounts as of December 31, 2014 have been updated to reflect the Company's adoption of ASU No. 2014-01 and the Utilities' adoption of ASU No. 2015-17, respectively. See Note 1 for a discussion of the Company's adoption of ASU No. 2014-01 and the Utilities’ adoption of ASU No. 2015-17.
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||||||||||
(in millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
Unrecognized tax benefits, January 1
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
0.4
|
|
|
Additions based on tax positions taken during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reductions based on tax positions taken during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Additions for tax positions of prior years
|
3.6
|
|
|
0.1
|
|
|
0.5
|
|
|
3.6
|
|
|
0.1
|
|
|
0.5
|
|
||||||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Settlements
|
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||||
Lapses of statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrecognized tax benefits, December 31
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
13
·
Cash flows
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
(in millions)
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|||
HEI consolidated
|
|
|
|
|
|
||||||
Interest paid to non-affiliates
|
$
|
83
|
|
|
$
|
84
|
|
|
$
|
85
|
|
Income taxes paid
|
75
|
|
|
47
|
|
|
18
|
|
|||
Income taxes refunded
|
55
|
|
|
24
|
|
|
4
|
|
|||
Hawaiian Electric consolidated
|
|
|
|
|
|
||||||
Interest paid to non-affiliates
|
61
|
|
|
61
|
|
|
59
|
|
|||
Income taxes paid
|
13
|
|
|
6
|
|
|
6
|
|
|||
Income taxes refunded
|
12
|
|
|
8
|
|
|
32
|
|
|||
Supplemental disclosures of noncash activities
|
|
|
|
|
|
|
|
|
|||
HEI consolidated
|
|
|
|
|
|
||||||
Property, plant and equipment-unpaid invoices and accruals (investing)
|
5
|
|
|
43
|
|
|
(12
|
)
|
|||
Common stock dividends reinvested in HEI common stock (financing)
1
|
—
|
|
|
—
|
|
|
24
|
|
|||
Loans transferred from held for investment to held for sale (investing to operating)
|
—
|
|
|
—
|
|
|
25
|
|
|||
Real estate acquired in settlement of loans (investing)
|
1
|
|
|
3
|
|
|
4
|
|
|||
Real estate transferred from property, plant and equipment to other assets held-for-sale (investing)
|
5
|
|
|
—
|
|
|
—
|
|
|||
Obligations to fund low income housing investments, net (operating)
|
4
|
|
|
14
|
|
|
1
|
|
|||
Hawaiian Electric consolidated
|
|
|
|
|
|
||||||
Electric utility property, plant and equipment
|
|
|
|
|
|
|
|
|
|||
AFUDC-equity (operating)
|
7
|
|
|
7
|
|
|
6
|
|
|||
Estimated fair value of noncash contributions in aid of construction (investing)
|
3
|
|
|
3
|
|
|
5
|
|
|||
Unpaid invoices and accruals (investing)
|
5
|
|
|
40
|
|
|
(12
|
)
|
|||
Refinancing of long-term debt (financing)
|
47
|
|
|
—
|
|
|
—
|
|
1
|
The amounts shown represents common stock dividends reinvested in HEI common stock under the HEI DRIP in noncash transactions.
|
14
·
Regulatory restrictions on net assets
|
15
·
Significant group concentrations of credit risk
|
16
·
Fair value measurements
|
Level 1:
|
Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.
|
Level 2:
|
Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.
|
Level 3:
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
|
|
|
Estimated fair value
|
||||||||||||||||
(in thousands)
|
Carrying or notional
amount
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3) |
|
Total
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Available-for-sale investment securities
|
820,648
|
|
|
—
|
|
|
820,648
|
|
|
—
|
|
|
820,648
|
|
|||||
Stock in Federal Home Loan Bank
|
10,678
|
|
|
—
|
|
|
10,678
|
|
|
—
|
|
|
10,678
|
|
|||||
Loans receivable, net
|
4,570,412
|
|
|
—
|
|
|
4,639
|
|
|
4,744,886
|
|
|
4,749,525
|
|
|||||
Mortgage servicing rights
|
8,444
|
|
|
—
|
|
|
—
|
|
|
11,790
|
|
|
11,790
|
|
|||||
Bank-owned life insurance
|
138,139
|
|
|
—
|
|
|
138,139
|
|
|
—
|
|
|
138,139
|
|
|||||
Derivative assets
|
22,616
|
|
|
—
|
|
|
385
|
|
|
—
|
|
|
385
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposit liabilities
|
5,025,254
|
|
|
—
|
|
|
5,024,500
|
|
|
—
|
|
|
5,024,500
|
|
|||||
Short-term borrowings—other than bank
|
103,063
|
|
|
—
|
|
|
103,063
|
|
|
—
|
|
|
103,063
|
|
|||||
Other bank borrowings
|
328,582
|
|
|
—
|
|
|
333,392
|
|
|
—
|
|
|
333,392
|
|
|||||
Long-term debt, net—other than bank
|
1,586,546
|
|
|
—
|
|
|
1,669,087
|
|
|
—
|
|
|
1,669,087
|
|
|||||
The Utilities' long-term debt, net (included in amount above)
|
1,286,546
|
|
|
—
|
|
|
1,363,766
|
|
|
—
|
|
|
1,363,766
|
|
|||||
Derivative liabilities
|
23,269
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
30
|
|
|||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Available-for-sale investment securities
|
550,394
|
|
|
—
|
|
|
550,394
|
|
|
—
|
|
|
550,394
|
|
|||||
Stock in Federal Home Loan Bank
|
69,302
|
|
|
—
|
|
|
69,302
|
|
|
—
|
|
|
69,302
|
|
|||||
Loans receivable, net
|
4,397,457
|
|
|
—
|
|
|
8,713
|
|
|
4,570,109
|
|
|
4,578,822
|
|
|||||
Mortgage servicing rights
|
11,540
|
|
|
—
|
|
|
—
|
|
|
14,504
|
|
|
14,504
|
|
|||||
Bank-owned life insurance
|
134,115
|
|
|
—
|
|
|
134,115
|
|
|
—
|
|
|
134,115
|
|
|||||
Derivative assets
|
30,120
|
|
|
—
|
|
|
398
|
|
|
—
|
|
|
398
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deposit liabilities
|
4,623,415
|
|
|
—
|
|
|
4,623,773
|
|
|
—
|
|
|
4,623,773
|
|
|||||
Short-term borrowings—other than bank
|
118,972
|
|
|
—
|
|
|
118,972
|
|
|
—
|
|
|
118,972
|
|
|||||
Other bank borrowings
|
290,656
|
|
|
—
|
|
|
298,837
|
|
|
—
|
|
|
298,837
|
|
|||||
Long-term debt, net—other than bank
|
1,506,546
|
|
|
—
|
|
|
1,622,736
|
|
|
—
|
|
|
1,622,736
|
|
|||||
The Utilities' long-term debt, net (included in amount above)
|
1,206,546
|
|
|
—
|
|
|
1,313,893
|
|
|
—
|
|
|
1,313,893
|
|
|||||
Derivative liabilities
|
32,043
|
|
|
71
|
|
|
43
|
|
|
—
|
|
|
114
|
|
December 31
|
2015
|
|
2014
|
||||||||||||||||||||
|
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 investment securities (bank segment)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgage-related securities-FNMA, FHLMC and GNMA
|
$
|
—
|
|
|
$
|
607,689
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
430,834
|
|
|
$
|
—
|
|
U.S. Treasury and federal agency obligations
|
—
|
|
|
212,959
|
|
|
—
|
|
|
—
|
|
|
119,560
|
|
|
—
|
|
||||||
|
$
|
—
|
|
|
$
|
820,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,394
|
|
|
$
|
—
|
|
Derivative assets
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate lock commitments
|
$
|
—
|
|
|
$
|
384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
393
|
|
|
$
|
—
|
|
Forward commitments
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
|
$
|
—
|
|
|
$
|
385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
398
|
|
|
$
|
—
|
|
Derivative liabilities
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate lock commitments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Forward commitments
|
15
|
|
|
15
|
|
|
—
|
|
|
71
|
|
|
40
|
|
|
—
|
|
||||||
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
43
|
|
|
$
|
—
|
|
1
|
Derivatives are carried at fair value with changes in value reflected in the balance sheet in other assets or other liabilities and included in mortgage banking income.
|
|
|
|
Fair value measurements using
|
||||||||||||
(in thousands)
|
Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178
|
|
Real estate acquired in settlement of loans
|
1,030
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Loans
|
2,445
|
|
|
—
|
|
|
—
|
|
|
2,445
|
|
||||
Real estate acquired in settlement of loans
|
288
|
|
|
—
|
|
|
—
|
|
|
288
|
|
||||
Mortgage servicing rights
|
1,240
|
|
|
—
|
|
|
—
|
|
|
1,240
|
|
|
|
|
|
|
|
|
Significant unobsetvable
input value (1)
|
||||
(dollars in thousands)
|
Fair value
|
|
Valuation technique
|
|
Significant unobservable input
|
|
Range
|
|
Weighted
Average |
||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||
Residential loans
|
$
|
50
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
|
|
N/A (2)
|
Home equity lines of credit
|
128
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
|
|
N/A (2)
|
|
Total loans
|
$
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Real estate acquired in settlement of loans
|
$
|
1,030
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
100%
|
|
100%
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||
Residential loans
|
$
|
2,297
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
39-99%
|
|
83%
|
Home equity lines of credit
|
3
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
|
|
N/A (2)
|
|
Commercial loans
|
145
|
|
|
Fair value of property or collateral
|
|
Fair value of business assets
|
|
|
|
N/A (2)
|
|
Total loans
|
$
|
2,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Real estate acquired in settlement of loans
|
$
|
288
|
|
|
Fair value of property or collateral
|
|
Appraised value less 7% selling cost
|
|
100%
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
1,240
|
|
|
Discounted cash flow
|
|
Prepayment speed
|
|
6.7-22.4%
|
|
12.2%
|
|
|
|
|
|
Discount rate
|
|
9.6%
|
|
9.6%
|
(1)
|
Represent percent of outstanding principal balance.
|
(2)
|
N/A - Not applicable. There is one loan in each fair value measurement type.
|
Retirement benefit plans
|
|
Pension benefits
|
|
Other benefits
|
||||||||||||||||||||||||||||
|
|
|
Fair value measurements using
|
|
|
|
Fair value measurements using
|
||||||||||||||||||||||||
(in millions)
|
December 31
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
December 31
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
640
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity index funds
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities and public mutual funds
|
425
|
|
|
85
|
|
|
340
|
|
|
—
|
|
|
48
|
|
|
41
|
|
|
7
|
|
|
—
|
|
||||||||
Pooled and mutual funds and other
|
84
|
|
|
3
|
|
|
81
|
|
|
—
|
|
|
14
|
|
|
4
|
|
|
10
|
|
|
—
|
|
||||||||
Total
|
$
|
1,268
|
|
|
$
|
847
|
|
|
$
|
421
|
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
154
|
|
|
$
|
17
|
|
|
$
|
—
|
|
Cash, receivables and payables, net
|
3
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets
|
$
|
1,271
|
|
|
|
|
|
|
|
|
|
|
|
$
|
171
|
|
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
649
|
|
|
$
|
649
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity index funds
|
132
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed income securities and public mutual funds
|
428
|
|
|
121
|
|
|
307
|
|
|
—
|
|
|
49
|
|
|
43
|
|
|
6
|
|
|
—
|
|
||||||||
Pooled and mutual funds and other
|
82
|
|
|
1
|
|
|
81
|
|
|
—
|
|
|
14
|
|
|
3
|
|
|
11
|
|
|
—
|
|
||||||||
Total
|
1,291
|
|
|
$
|
903
|
|
|
$
|
388
|
|
|
$
|
—
|
|
|
181
|
|
|
$
|
164
|
|
|
$
|
17
|
|
|
$
|
—
|
|
||
Cash, receivables and payables, net
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets
|
$
|
1,266
|
|
|
|
|
|
|
|
|
|
|
|
$
|
180
|
|
|
|
|
|
|
|
|
|
|
17
·
Other related-party transactions
|
|
HEI consolidated
|
|
Hawaiian Electric consolidated
|
||||||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
HMSA costs
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
20
|
|
|
$
|
18
|
|
HMSA expense*
|
21
|
|
|
18
|
|
|
17
|
|
|
14
|
|
|
13
|
|
|
12
|
|
||||||
HDS costs
|
3
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||
HDS expense*
|
2
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
18
·
Quarterly information (unaudited)
|
|
Quarters ended
|
|
Years ended
|
||||||||||||||||
(in thousands, except per share amounts)
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
|
December 31
|
||||||||||
HEI consolidated
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
637,862
|
|
|
$
|
623,912
|
|
|
$
|
717,176
|
|
|
$
|
624,032
|
|
|
$
|
2,602,982
|
|
Operating income
|
69,506
|
|
|
72,730
|
|
|
97,095
|
|
|
83,222
|
|
|
322,553
|
|
|||||
Net income
|
32,339
|
|
|
35,491
|
|
|
51,144
|
|
|
42,793
|
|
|
161,767
|
|
|||||
Net income for common stock
|
31,866
|
|
|
35,018
|
|
|
50,673
|
|
|
42,320
|
|
|
159,877
|
|
|||||
Basic earnings per common share
1
|
0.31
|
|
|
0.33
|
|
|
0.47
|
|
|
0.39
|
|
|
1.50
|
|
|||||
Diluted earnings per common share
2
|
0.31
|
|
|
0.33
|
|
|
0.47
|
|
|
0.39
|
|
|
1.50
|
|
|||||
Dividends per common share
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
1.24
|
|
|||||
Market price per common share
3
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
34.86
|
|
|
32.58
|
|
|
31.28
|
|
|
30.29
|
|
|
34.86
|
|
|||||
Low
|
31.75
|
|
|
29.62
|
|
|
27.02
|
|
|
27.45
|
|
|
27.02
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
783,749
|
|
|
$
|
798,657
|
|
|
$
|
867,096
|
|
|
$
|
790,040
|
|
|
$
|
3,239,542
|
|
Operating income
|
89,214
|
|
|
83,183
|
|
|
92,036
|
|
|
68,167
|
|
|
332,600
|
|
|||||
Net income
|
46,260
|
|
|
41,754
|
|
|
48,279
|
|
|
33,726
|
|
|
170,019
|
|
|||||
Net income for common stock
|
45,787
|
|
|
41,281
|
|
|
47,808
|
|
|
33,253
|
|
|
168,129
|
|
|||||
Basic earnings per common share
1
|
0.45
|
|
|
0.41
|
|
|
0.47
|
|
|
0.32
|
|
|
1.65
|
|
|||||
Diluted earnings per common share
2
|
0.45
|
|
|
0.41
|
|
|
0.46
|
|
|
0.32
|
|
|
1.63
|
|
|||||
Dividends per common share
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
0.31
|
|
|
1.24
|
|
|||||
Market price per common share
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
High
|
26.80
|
|
|
25.65
|
|
|
26.89
|
|
|
35.00
|
|
|
35.00
|
|
|||||
Low
|
24.39
|
|
|
23.04
|
|
|
22.71
|
|
|
26.04
|
|
|
22.71
|
|
|||||
Hawaiian Electric consolidated
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
573,442
|
|
|
$
|
558,163
|
|
|
$
|
648,127
|
|
|
$
|
555,434
|
|
|
$
|
2,335,166
|
|
Operating income
|
57,636
|
|
|
66,161
|
|
|
82,657
|
|
|
67,662
|
|
|
274,116
|
|
|||||
Net income
|
27,373
|
|
|
33,340
|
|
|
43,504
|
|
|
33,492
|
|
|
137,709
|
|
|||||
Net income for common stock
|
26,874
|
|
|
32,841
|
|
|
43,006
|
|
|
32,993
|
|
|
135,714
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
720,062
|
|
|
738,429
|
|
|
803,565
|
|
|
725,267
|
|
|
2,987,323
|
|
|||||
Operating income
|
70,666
|
|
|
70,068
|
|
|
76,156
|
|
|
58,878
|
|
|
275,768
|
|
|||||
Net income
|
35,919
|
|
|
34,729
|
|
|
39,377
|
|
|
29,611
|
|
|
139,636
|
|
|||||
Net income for common stock
|
35,420
|
|
|
34,230
|
|
|
38,879
|
|
|
29,112
|
|
|
137,641
|
|
1
|
The quarterly basic earnings per common share are based upon the weighted-average number of shares of common stock outstanding in each quarter.
|
2
|
The quarterly diluted earnings per common share are based upon the weighted-average number of shares of common stock outstanding in each quarter plus the dilutive incremental shares at quarter end.
|
3
|
Market prices of HEI common stock (symbol HE) shown are as reported on the NYSE Composite Tape.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Business experience for last 5 years and prior positions with the Company
|
Constance H. Lau
|
|
63
|
|
HEI President and Chief Executive Officer since 5/06
HEI Director, 6/01 to 12/04 and since 5/06 Hawaiian Electric Chairman of the Board since 5/06
ASB Hawaii Director since 5/06
ASB Chairman of the Board since 5/06
· ASB Chairman of the Board since 11/10
· ASB Chairman of the Board and Chief Executive Officer, 2/08 to 11/10
· ASB Chairman of the Board, President and Chief Executive Officer, 5/06 to 1/08
· ASB President and Chief Executive Officer and Director, 6/01 to 5/06
· ASB Senior Executive Vice President and Chief Operating Officer and Director, 12/99 to 5/01
· HEI Treasurer, 4/89 to 10/99
· HEI Power Corp. Financial Vice President and Treasurer, 5/97 to 8/99
· Hawaiian Electric Treasurer and HEI Assistant Treasurer, 12/87 to 4/89
· Hawaiian Electric Assistant Corporate Counsel, 9/84 to 12/87
|
James A. Ajello
|
|
62
|
|
HEI Executive Vice President and Chief Financial Officer since 8/13
ASB Hawaii Director since 8/09
· HEI Executive Vice President, Chief Financial Officer and Treasurer, 5/11 to 8/13
· HEI Senior Financial Vice President, Treasurer and Chief Financial Officer, 1/09 to 5/11
|
Chester A. Richardson
|
|
67
|
|
HEI Executive Vice President, General Counsel, Secretary and Chief Administrative Officer since 5/11
· HEI Senior Vice President, General Counsel, Secretary and Chief Administrative Officer, 9/09 to 5/11
· HEI Senior Vice President, General Counsel and Chief Administrative Officer, 12/08 to 9/09
· HEI Vice President, General Counsel, 8/07 to 12/08
|
Alan M. Oshima
|
|
68
|
|
Hawaiian Electric President and Chief Executive Officer since 10/14
Hawaiian Electric Director, 2008 to 10/11 and since 10/14
HEI Charitable Foundation President since 10/11
· Hawaiian Electric Senior Executive Officer on loan from HEI, 5/14 to 9/14
· HEI Executive Vice President, Corporate and Community Advancement, 10/11 to 5/14 · Prior to joining the Company: AMO Consulting, Owner and Principal, 2008-10/11; Hawaiian
Telcom Communications, Inc. (Hawaiian Telcom), Senior Advisor, 2008-10
|
Richard F. Wacker
|
|
53
|
|
ASB President and Chief Executive Officer since 11/10
ASB Hawaii Director since 12/14
ASB Director since 11/10
|
•
|
“Nominees for Class II directors whose terms expire at the 2019 Annual Meeting”
|
•
|
“Continuing Class III directors whose terms expire at the 2017 Annual Meeting”
|
•
|
“Continuing Class I directors whose terms expire at the 2018 Annual Meeting”
|
•
|
“Committees of the Board” (portions regarding whether HEI has an audit committee and identifying its members; no other portion of the Committees of the Board section is incorporated herein by reference)
|
•
|
“Audit Committee Report” (portion identifying audit committee financial experts who serve on the HEI Audit Committee only; no other portion of the Audit Committee Report is incorporated herein by reference)
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
Pages 7 to 34 of Hawaiian Electric Exhibit 99.1 to this Form 10-K;
|
•
|
The discussion of “2014-2016 Long-Term Incentive Plan?” at pages 14-15 of Hawaiian Electric’s Exhibit 99.1 to Annual Report on Form 10-K for the year ended December 31, 2014; and
|
•
|
Information concerning compensation paid to directors of Hawaiian Electric who are also directors of HEI under the section of HEI's 2016 Proxy Statement entitled, “Director Compensation.”
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
(a)
Number of
securities
to be issued upon
exercise of
outstanding
options, warrants
and rights (1)
|
|
(b)
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
|
|
(c)
Number of securities
remaining available for
future issuance
under equity
compensation plans
(excluding securities
reflected in column (a)) (2)
|
||||
Equity compensation plans approved by shareholders
|
520,601
|
|
|
$
|
—
|
|
|
3,160,813
|
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
520,601
|
|
|
$
|
—
|
|
|
3,160,813
|
|
EIP
|
|
|
156,869
|
|
Restricted stock units plus estimated compounded dividend equivalents (if applicable) *
|
78,584
|
|
Shares issued in February 2016 under the 2013-2015 LTIP plus compounded dividend equivalents
|
285,148
|
|
Shares issuable at maximum payouts under the 2014-2016 LTIP, including estimated compounded dividend equivalents
|
520,601
|
|
|
*
|
Under the amended EIP as of
December 31, 2015
, RSUs count as one share against shares available for issuance less estimated shares withheld for taxes under net share settlement which again become available for the issuance of new shares on a one-to-one basis.
|
(2)
|
This represents the number of shares available as of
December 31, 2015
for future awards, including 3,019,769 shares available for future awards under the amended EIP and 141,044 shares available for future awards under the 2011 Nonemployee Director Plan.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Page/s in Form 10-K
|
|||
|
HEI
|
|
Hawaiian Electric
|
|
Schedule I
|
Condensed Financial Information of Registrant, Hawaiian Electric Industries, Inc. (Parent Company) at December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013
|
|
NA
|
|
Schedule II
|
Valuation and Qualifying Accounts, Hawaiian Electric Industries, Inc. and subsidiaries and Hawaiian Electric Company, Inc. and subsidiaries for the years ended December 31, 2015, 2014 and 2013
|
|
||
NA Not applicable.
|
|
|
|
|
December 31
|
2015
|
|
2014
|
||||
(dollars in thousands)
|
|
|
|
|
|
||
Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
55,116
|
|
|
$
|
276
|
|
Accounts receivable
|
5,459
|
|
|
1,991
|
|
||
Property, plant and equipment, net
|
4,514
|
|
|
4,917
|
|
||
Deferred income tax assets
|
16,715
|
|
|
15,922
|
|
||
Other assets
|
11,984
|
|
|
11,070
|
|
||
Investments in subsidiaries, at equity
|
2,293,679
|
|
|
2,223,597
|
|
||
|
$
|
2,387,467
|
|
|
$
|
2,257,773
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,254
|
|
|
$
|
1,993
|
|
Interest payable
|
2,450
|
|
|
2,583
|
|
||
Notes payable to subsidiaries
|
5,946
|
|
|
7,857
|
|
||
Commercial paper
|
103,063
|
|
|
118,972
|
|
||
Long-term debt, net
|
300,000
|
|
|
300,000
|
|
||
Retirement benefits liability
|
31,704
|
|
|
32,030
|
|
||
Other
|
15,410
|
|
|
3,765
|
|
||
|
459,827
|
|
|
467,200
|
|
||
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: 107,460,406 shares and 102,565,266 shares
|
1,629,136
|
|
|
1,521,297
|
|
||
Retained earnings
|
324,766
|
|
|
296,654
|
|
||
Accumulated other comprehensive loss
|
(26,262
|
)
|
|
(27,378
|
)
|
||
|
1,927,640
|
|
|
1,790,573
|
|
||
|
$
|
2,387,467
|
|
|
$
|
2,257,773
|
|
Note to Balance Sheets
|
|
|
|
|
|
||
HEI Term loan LIBOR + .75% (effective October 8, 2015), due 2017
|
$
|
125,000
|
|
|
$
|
125,000
|
|
HEI senior note 4.41%, due 2016
|
75,000
|
|
|
75,000
|
|
||
HEI senior note 5.67%, due 2021
|
50,000
|
|
|
50,000
|
|
||
HEI senior note 3.99%, due 2023
|
50,000
|
|
|
50,000
|
|
||
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Years ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|||
Revenues
|
$
|
327
|
|
|
$
|
303
|
|
|
$
|
288
|
|
Equity in net income of subsidiaries
|
190,033
|
|
|
188,727
|
|
|
180,552
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Operating, administrative and general
|
34,350
|
|
|
20,921
|
|
|
16,063
|
|
|||
Depreciation of property, plant and equipment
|
576
|
|
|
575
|
|
|
596
|
|
|||
Taxes, other than income taxes
|
440
|
|
|
469
|
|
|
497
|
|
|||
Interest expense
|
10,788
|
|
|
11,599
|
|
|
16,207
|
|
|||
Income before income tax benefits
|
144,206
|
|
|
155,466
|
|
|
147,477
|
|
|||
Income tax benefits
|
15,671
|
|
|
13,047
|
|
|
14,232
|
|
|||
Net income
|
$
|
159,877
|
|
|
$
|
168,513
|
|
|
$
|
161,709
|
|
Years ended December 31
|
2015
|
|
2014
|
|
2013
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
97,141
|
|
|
$
|
100,794
|
|
|
$
|
82,274
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(173
|
)
|
|
(74
|
)
|
|
(201
|
)
|
|||
Investments in subsidiaries
|
—
|
|
|
(40,000
|
)
|
|
(78,500
|
)
|
|||
Net cash used in investing activities
|
(173
|
)
|
|
(40,074
|
)
|
|
(78,701
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Net increase (decrease) in notes payable to subsidiaries with original maturities of three months or less
|
87
|
|
|
(222
|
)
|
|
56
|
|
|||
Net increase (decrease) in short-term borrowings with original maturities of three months or less
|
(15,909
|
)
|
|
13,490
|
|
|
21,788
|
|
|||
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
|
978
|
|
|
277
|
|
|
430
|
|
|||
Net proceeds from issuance of common stock
|
104,435
|
|
|
26,898
|
|
|
55,086
|
|
|||
Common stock dividends
|
(131,765
|
)
|
|
(126,458
|
)
|
|
(98,383
|
)
|
|||
Other
|
46
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(42,128
|
)
|
|
(61,015
|
)
|
|
(21,023
|
)
|
|||
Net increase (decrease) in cash and equivalents
|
54,840
|
|
|
(295
|
)
|
|
(17,450
|
)
|
|||
Cash and cash equivalents, January 1
|
276
|
|
|
571
|
|
|
18,021
|
|
|||
Cash and cash equivalents, December 31
|
$
|
55,116
|
|
|
$
|
276
|
|
|
$
|
571
|
|
Col. A
|
Col. B
|
|
Col. C
|
|
|
Col. D
|
|
|
Col. E
|
||||||||||||
(in thousands)
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
Balance
at begin-
ning of
period
|
|
Charged to
costs and
expenses
|
|
Charged
to other
accounts
|
|
|
Deductions
|
|
|
Balance at
end of
period
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts – electric utility
|
$
|
1,959
|
|
|
$
|
3,653
|
|
|
$
|
977
|
|
(a)
|
|
$
|
4,890
|
|
(b),(c)
|
|
$
|
1,699
|
|
Allowance for uncollectible interest – bank
|
$
|
1,514
|
|
|
$
|
—
|
|
|
$
|
165
|
|
|
|
$
|
—
|
|
|
|
$
|
1,679
|
|
Allowance for losses for loans receivable – bank
|
$
|
45,618
|
|
|
$
|
6,275
|
|
|
$
|
4,571
|
|
(a)
|
|
$
|
6,426
|
|
(b)
|
|
$
|
50,038
|
|
Allowance for mortgage-servicing assets – bank
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
(205
|
)
|
|
|
$
|
4
|
|
|
|
$
|
—
|
|
Deferred tax valuation allowance – HEI
|
$
|
45
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
54
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts – electric utility
|
$
|
2,329
|
|
|
$
|
1,384
|
|
|
$
|
1,613
|
|
(a)
|
|
$
|
3,367
|
|
(b)
|
|
$
|
1,959
|
|
Allowance for uncollectible interest – bank
|
$
|
1,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
147
|
|
|
|
$
|
1,514
|
|
Allowance for losses for loans receivable – bank
|
$
|
40,116
|
|
|
$
|
6,126
|
|
|
$
|
4,926
|
|
(a)
|
|
$
|
5,550
|
|
(b)
|
|
$
|
45,618
|
|
Allowance for mortgage-servicing assets – bank
|
$
|
251
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
|
$
|
95
|
|
|
|
$
|
209
|
|
Deferred tax valuation allowance – HEI
|
$
|
278
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
|
$
|
250
|
|
|
|
$
|
45
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts – electric utility
|
$
|
2,148
|
|
|
$
|
3,812
|
|
|
$
|
1,943
|
|
(a)
|
|
$
|
5,574
|
|
(b)
|
|
$
|
2,329
|
|
Allowance for uncollectible interest – bank
|
$
|
3,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,505
|
|
|
|
$
|
1,661
|
|
Allowance for losses for loans receivable – bank
|
$
|
41,985
|
|
|
$
|
1,507
|
|
|
$
|
4,826
|
|
(a)
|
|
$
|
8,202
|
|
(b)
|
|
$
|
40,116
|
|
Allowance for mortgage-servicing assets – bank
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
|
$
|
187
|
|
|
|
$
|
251
|
|
Deferred tax valuation allowance – HEI
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
278
|
|
(a)
|
Primarily recoveries.
|
(b)
|
Bad debts charged off.
|
(c)
|
Reclass of allowance for one customer account into other long term assets.
|
HAWAIIAN ELECTRIC INDUSTRIES, INC.
|
|
HAWAIIAN ELECTRIC COMPANY, INC.
|
||||
|
|
(Registrant)
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ James A. Ajello
|
|
By
|
|
/s/ Tayne S. Y. Sekimura
|
|
|
James A. Ajello
|
|
|
|
Tayne S. Y. Sekimura
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer of HEI)
|
|
|
|
(Principal Financial Officer of Hawaiian Electric)
|
|
|
|
|
|
|
|
Date:
|
|
February 23, 2016
|
|
Date:
|
|
February 23, 2016
|
Signature
|
|
Title
|
|
|
|
/s/ Constance H. Lau
|
|
President of HEI and Director of HEI
|
Constance H. Lau
|
|
Chairman of the Board of Directors of Hawaiian Electric
|
|
|
(Chief Executive Officer of HEI)
|
|
|
|
/s/ Alan M. Oshima
|
|
President and Director of Hawaiian Electric
|
Alan M. Oshima
|
|
(Chief Executive Officer of Hawaiian Electric)
|
|
|
|
|
|
|
/s/ James A. Ajello
|
|
Executive Vice President and Chief Financial Officer of HEI
|
James A. Ajello
|
|
(Principal Financial and Accounting Officer of HEI)
|
|
|
|
|
|
|
/s/ Tayne S. Y. Sekimura
|
|
Senior Vice President and
|
Tayne S. Y. Sekimura
|
|
Chief Financial Officer of Hawaiian Electric
|
|
|
(Principal Financial Officer of Hawaiian Electric)
|
|
|
|
/s/ Patsy H. Nanbu
|
|
Controller of Hawaiian Electric
|
Patsy H. Nanbu
|
|
(Principal Accounting Officer of Hawaiian Electric)
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Don E. Carroll
|
|
Director of Hawaiian Electric
|
Don E. Carroll
|
|
|
|
|
|
|
|
|
/s/ Thomas B. Fargo
|
|
Director of HEI and Hawaiian Electric
|
Thomas B. Fargo
|
|
|
|
|
|
|
|
|
/s/ Peggy Y. Fowler
|
|
Director of HEI and Hawaiian Electric
|
Peggy Y. Fowler
|
|
|
|
|
|
|
|
|
/s/ Timothy E. Johns
|
|
Director of Hawaiian Electric
|
Timothy E. Johns
|
|
|
|
|
|
|
|
|
/s/ Micah A. Kane
|
|
Director of Hawaiian Electric
|
Micah A. Kane
|
|
|
|
|
|
|
|
|
/s/ Bert A. Kobayashi, Jr.
|
|
Director of Hawaiian Electric
|
Bert A. Kobayashi, Jr.
|
|
|
|
|
|
|
|
|
/s/ A. Maurice Myers
|
|
Director of HEI
|
A. Maurice Myers
|
|
|
|
|
|
|
|
|
/s/ Keith P. Russell
|
|
Director of HEI
|
Keith P. Russell
|
|
|
|
|
|
|
|
|
/s/ James K. Scott
|
|
Director of HEI
|
James K. Scott
|
|
|
|
|
|
|
|
|
/s/ Kelvin H. Taketa
|
|
Director of HEI and Hawaiian Electric
|
Kelvin H. Taketa
|
|
|
|
|
|
|
|
|
/s/ Barry K. Taniguchi
|
|
Director of HEI
|
Barry K. Taniguchi
|
|
|
|
|
|
|
|
|
/s/ Jeffrey N. Watanabe
|
|
Chairman of the Board of Directors of HEI
|
Jeffrey N. Watanabe
|
|
|
Exhibit no.
|
|
Description
|
|
HEI:
|
|
|
|
|
2
|
|
Agreement and Plan of Merger, dated as of December 3, 2014, by and among NextEra Energy, Inc., NEE Acquisition Sub I, LLC, NEE Acquisition Sub II, Inc. and HEI (Exhibit 2.1 to HEI’s Current Report on Form 8-K December 3, 2014, File No. 1-8503).
|
|
|
|
|
|
3(i)
|
|
HEI’s Amended and Restated Articles of Incorporation (Exhibit 3(i) to HEI’s Current Report on Form 8-K, dated May 5, 2009, File No. 1-8503).
|
|
|
|
|
|
3(ii)
|
|
Amended and Restated Bylaws of HEI as last amended May 9, 2011 (Exhibit 3(ii) to HEI’s Current Report on Form 8-K May 9, 2011, File No. 1-8503).
|
|
|
|
|
|
4.1
|
|
Agreement to provide the SEC with instruments which define the rights of holders of certain long-term debt of HEI and its subsidiaries (Exhibit 4.1 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, File No. 1-8503).
|
|
|
|
|
|
4.2
|
|
Master Note Purchase Agreement among HEI and the Purchasers thereto, dated March 24, 2011 (Exhibit 4(a) to HEI’s Current Report on Form 8-K dated March 24, 2011, File No. 1-8503).
|
|
|
|
|
|
4.2(a)
|
|
First Supplement to Note Purchase Agreement among HEI and the Purchasers thereto, dated March 6, 2013 (Exhibit 4(a) to HEI’s Current Report on Form 8-K dated March 6, 2013, File No. 1-8503).
|
|
|
|
|
|
4.3(a)
|
|
Loan Agreement dated as of May 2, 2014 among HEI, as Borrower, the Lenders Party Thereto and Royal Bank of Canada, as Syndication Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and RBC Capital Markets, as Joint Lead Arrangers and Joint Book Runners (Exhibit 4 to HEI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, File No. 1-8503).
|
|
|
|
|
|
4.3(b)
|
|
Amendment No. 1 dated as of October 8, 2015 by and among HEI, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as lender and Administrative Agent, and U.S. Bank, National Association, as lender, to Loan Agreement dated as of May 2, 2014 (Exhibit 4 to HEI’s Current Report on Form 8-K dated October 8, 2015, File No. 1-8503).
|
|
|
|
|
|
4.4
|
|
Hawaiian Electric Industries Retirement Savings Plan, restatement effective January 1, 2013 (Exhibit 4.5 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 1-8503).
|
|
|
|
|
|
4.5
|
|
Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company, as Trustee (Exhibit 4 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8503).
|
|
|
|
|
|
4.5(a)
|
|
Letter Amendment effective November 28, 2012 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company (Exhibit 4.6(a) to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 1-8503).
|
|
|
|
|
|
4.5(b)
|
|
Letter Amendment effective October 1, 2014 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company (Exhibit 4 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-8503).
|
|
|
|
|
|
4.5(c)
|
|
First Amendment to Master Trust Agreement (dated as of September 4, 2012) effective March 1, 2015 between HEI and ASB and Fidelity Management Trust Company (Exhibit 4 to HEI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, File No. 1-8503).
|
|
|
|
|
|
4.5(d)
|
|
Letter Amendment effective August 3, 2015 to Master Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company (Exhibit 4 to HEI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, File No. 1-8503).
|
|
|
|
|
|
4.6
|
|
Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated effective October 6, 2014 (Exhibit 4(a) to Registration Statement on Form S-3, Registration No. 333-199183).
|
|
|
|
|
|
4.7
|
|
American Savings Bank 401(k) Plan, restatement effective January 1, 2013 (Exhibit 4.8 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 1-8503).
|
|
|
|
|
Exhibit no.
|
|
Description
|
|
|
10.11
|
|
Form of Change in Control Agreement (Exhibit 10.11 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, File No. 1-8503).
|
|
|
|
|
|
10.12
|
|
Nonemployee Director Retirement Plan, effective as of October 1, 1989 (Exhibit 10.15 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 1-8503).
|
|
|
|
|
|
10.13
|
|
HEI 2011 Nonemployee Director Stock Plan (Appendix A to HEI’s Proxy Statement for 2011 Annual Meeting of Shareholders filed on March 21, 2011, File No. 1-8503).
|
|
|
|
|
|
*10.14
|
|
Nonemployee Director’s Compensation Schedule effective January 1, 2014.
|
|
|
|
|
|
10.15
|
|
HEI Non-Employee Directors’ Deferred Compensation Plan (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-8503).
|
|
|
|
|
|
10.16
|
|
Executive Death Benefit Plan of HEI and Participating Subsidiaries restatement effective as of January 1, 2009 (Exhibit 10.6 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-8503).
|
|
|
|
|
|
10.16(a)
|
|
Resolution of the Compensation Committee of the Board of Directors of Hawaiian Electric Industries, Inc. Re: Adoption of Amendment No. 1 to January 1, 2009 Restatement of the Executive Death Benefit Plan (Exhibit 10.1 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8503).
|
|
|
|
|
|
10.17
|
|
Severance Pay Plan for Merit Employees of HEI and affiliates, restatement effective as of January 1, 2009 (Exhibit 10.17 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, File No. 1-8503).
|
|
|
|
|
|
10.18
|
|
Hawaiian Electric Industries Deferred Compensation Plan adopted on December 13, 2010 (Exhibit 10.18 to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, File No. 1-8503).
|
|
|
|
|
|
10.19
|
|
Form of Indemnity Agreement (HEI, Hawaiian Electric and ASB with their respective directors and HEI with certain of its senior officers) (Exhibit 10.1 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8503).
|
|
|
|
|
|
10.20
|
|
American Savings Bank Select Deferred Compensation Plan (Restatement Effective January 1, 2009) (Exhibit 10.7 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-8503).
|
|
|
|
|
|
*10.20(a)
|
|
Amendment No. 1 to January 1, 2009 Restatement of American Savings Bank Select Deferred Compensation Plan dated December 30, 2009.
|
|
|
|
|
|
*10.20(b)
|
|
Amendment No. 2 to January 1, 2009 Restatement of American Savings Bank Select Deferred Compensation Plan dated December 29, 2010.
|
|
|
|
|
|
*10.20(c)
|
|
Amendment No. 3 to January 1, 2009 Restatement of American Savings Bank Select Deferred Compensation Plan dated December 3, 2014.
|
|
|
|
|
|
10.21
|
|
American Savings Bank Supplemental Executive Retirement, Disability, and Death Benefit Plan, effective January 1, 2009 (Exhibit 10.8 to HEI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-8503).
|
|
|
|
|
|
10.21(a)
|
|
Amendments to the American Savings Bank Supplemental Executive Retirement, Disability, and Death Benefit Plan Freezing Benefit Accruals Effective December 31, 2008 (Exhibit 10.19(b) to HEI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, File No. 1-8503).
|
|
|
|
|
|
10.22
|
|
Amended and Restated Credit Agreement, dated as of April 2, 2014, among HEI, as Borrower, the Lenders Party Thereto and Wells Fargo Bank, National Association, as Syndication Agent, and Bank of America, N.A., Bank of Hawaii, Royal Bank of Canada, Union Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners (Exhibit 10.1 to HEI’s Current Report on Form 8-K dated April 2, 2014, File No. 1-8503).
|
|
|
|
|
|
*11
|
|
HEI - Computation of Earnings per Share of Common Stock.
|
|
|
|
|
|
*12.1
|
|
HEI - Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
*21.1
|
|
HEI - Subsidiaries of the Registrant.
|
|
|
|
|
Exhibit no.
|
|
Description
|
|
|
4.7
|
|
Trust Guarantee Agreement between The Bank of New York, as Trust Guarantee Trustee, and Hawaiian Electric dated as of March 1, 2004 (Exhibit 4(l) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.8
|
|
Maui Electric Junior Indenture with The Bank of New York, as Trustee, including Hawaiian Electric Subsidiary Guarantee, dated as of March 1, 2004 (Exhibit 4(h) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.9
|
|
Hawaii Electric Light Junior Indenture with The Bank of New York, as Trustee, including Hawaiian Electric Subsidiary Guarantee, dated as of March 1, 2004 (Exhibit 4(j) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.10
|
|
6.500% Junior Subordinated Deferrable Interest Debenture, Series 2004 issued by Maui Electric, dated March 18, 2004 (Exhibit 4(i) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.11
|
|
6.500% Junior Subordinated Deferrable Interest Debenture, Series 2004 issued by Hawaii Electric Light, dated March 18, 2004 (Exhibit 4(k) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.12
|
|
Expense Agreement, dated March 1, 2004, among HECO Capital Trust III, Hawaiian Electric, Maui Electric and Hawaii Electric Light (Exhibit 4(m) to Hawaiian Electric’s Current Report on Form 8-K dated March 16, 2004, File No. 1-4955).
|
|
|
|
|
|
4.13
|
|
Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated April 19, 2012 (Exhibit 4(a) to Hawaiian Electric’s Current Report on Form 8-K dated April 19, 2012, File No. 1-4955).
|
|
|
|
|
|
4.14
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric and the Purchasers that are parties thereto, dated April 19, 2012 (Exhibit 4(b) to Hawaiian Electric’s Current Report on Form 8-K dated April 19, 2012, File No. 1-4955).
|
|
|
|
|
|
4.15
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light and the Purchasers that are parties thereto, dated April 19, 2012 (Exhibit 4(c) to Hawaiian Electric’s Current Report on Form 8-K dated April 19, 2012, File No. 1-4955).
|
|
|
|
|
|
4.16
|
|
Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated September 13, 2012 (Exhibit 4 to Hawaiian Electric’s Current Report on Form 8-K dated September 13, 2012, File No. 1-4955).
|
|
|
|
|
|
4.17
|
|
Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. (Exhibit 4(a) to Hawaiian Electric’s Current Report on Form 8-K dated October 3, 2013, File No. 1-4955).
|
|
|
|
|
|
4.18
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 3, 2013. (Exhibit 4(b) to Hawaiian Electric’s Current Report on Form 8-K dated October 3, 2013, File No. 1-4955).
|
|
|
|
|
|
4.19
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. (Exhibit 4 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, 2013, File No. 1-4955).
|
|
|
|
|
|
4.20
|
|
Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. (Exhibit 4(a) to Hawaiian Electric’s Current Report on Form 8-K dated October 15, 2015, File No. 1-4955).
|
|
|
|
|
|
4.21
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 15, 2015. (Exhibit 4(b) to Hawaiian Electric’s Current Report on Form 8-K dated October 15, 2015, File No. 1-4955).
|
|
|
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4.22
|
|
Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. (Exhibit 4(c) to Hawaiian Electric’s Current Report on Form 8-K dated October 15, 2015, File No. 1-4955).
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10.1(a)
|
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Power Purchase Agreement between Kalaeloa Partners, L.P., and Hawaiian Electric dated October 14, 1988 (Exhibit 10(a) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1988, File No. 1-4955).
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Exhibit no.
|
|
Description
|
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10.1(b)
|
|
Amendment No. 1 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated June 15, 1989 (Exhibit 10(c) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, File No. 1-4955).
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10.1(c)
|
|
Lease Agreement between Kalaeloa Partners, L.P., as Lessor, and Hawaiian Electric, as Lessee, dated February 27, 1989 (Exhibit 10(d) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, File No. 1-4955).
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10.1(d)
|
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Restated and Amended Amendment No. 2 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated February 9, 1990 (Exhibit 10.2(c) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4955).
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10.1(e)
|
|
Amendment No. 3 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated December 10, 1991 (Exhibit 10.2(e) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4955).
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10.1(f)
|
|
Amendment No. 4 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated October 1, 1999 (Exhibit 10.1 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, File No. 1-4955).
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10.1(g)
|
|
Confirmation Agreement Concerning Section 5.2B(2) of Power Purchase Agreement and Amendment No. 5 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated October 12, 2004 (Exhibit 10.3 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-4955).
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10.1(h)
|
|
Agreement for Increment Two Capacity and Amendment No. 6 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated October 12, 2004 (Exhibit 10.4 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, File No. 1-4955).
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10.2(a)
|
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Power Purchase Agreement between AES Barbers Point, Inc. and Hawaiian Electric, entered into on March 25, 1988 (Exhibit 10(a) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1988, File No. 1-4955).
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10.2(b)
|
|
Agreement between Hawaiian Electric and AES Barbers Point, Inc., pursuant to letters dated May 10, 1988 and April 20, 1988 (Exhibit 10.4 to Hawaiian Electric’s Annual Report on Form 10-K for fiscal year ended December 31, 1988, File No. 1-4955).
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10.2(c)
|
|
Amendment No. 1, entered into as of August 28, 1988, to Power Purchase Agreement between AES Barbers Point, Inc. and Hawaiian Electric (Exhibit 10 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1989, File No. 1-4955).
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10.2(d)
|
|
Hawaiian Electric’s Conditional Notice of Acceptance to AES Barbers Point, Inc. dated January 15, 1990 (Exhibit 10.3(c) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4955).
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10.2(e)
|
|
Amendment No. 2, entered into as of May 8, 2003, to Power Purchase Agreement between AES Hawaii, Inc. and Hawaiian Electric (Exhibit 10.2(e) to Hawaiian Electric’s Annual Report on Form 10-K for fiscal year ended December 31, 2003, File No. 1-4955).
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*10.2(f)
|
|
Amendment No. 3, entered into as of November 13, 2015 (corrected version (1/15/16)), to Power Purchase Agreement between AES Hawaii, Inc. and Hawaiian Electric Company, Inc. (subject to PUC approval).
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10.3(a)
|
|
Purchase Power Contract between Hawaii Electric Light and Thermal Power Company dated March 24, 1986 (Exhibit 10(a) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, File No. 1-4955).
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10.3(b)
|
|
Firm Capacity Amendment between Hawaii Electric Light and Puna Geothermal Venture (assignee of AMOR VIII, who is the assignee of Thermal Power Company) dated July 28, 1989 to Purchase Power Contract between Hawaii Electric Light and Thermal Power Company dated March 24, 1986 (Exhibit 10(b) to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, File No. 1-4955).
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10.3(c)
|
|
Amendment made in October 1993 to Purchase Power Contract between Hawaii Electric Light and Puna Geothermal Venture dated March 24, 1986, as amended (Exhibit 10.5(b) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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|
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Exhibit no.
|
|
Description
|
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10.3(d)
|
|
Third Amendment dated March 7, 1995 to the Purchase Power Contract between Hawaii Electric Light and Puna Geothermal Venture dated March 24, 1986, as amended (Exhibit 10.5(c) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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10.3(e)
|
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Performance Agreement and Fourth Amendment dated February 12, 1996 to the Purchase Power Contract between Hawaii Electric Light and Puna Geothermal Venture dated March 24, 1986, as amended (Exhibit 10.5(b) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955).
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10.3(f)
|
|
Fifth Amendment dated February 7, 2011 to the Purchase Power Contract between Hawaii Electric Light and Puna Geothermal Venture dated March 24, 1986, as amended (Exhibit 10.4(f) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No. 1-4955).
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10.3(g)
|
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Power Purchase Agreement between Puna Geothermal Venture and Hawaii Electric Light dated February 7, 2011 (Exhibit 10.4(g) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, File No. 1-4955).
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10.4(a)
|
|
Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997 (but with the following attachments omitted: Attachment C, “Selected portions of the North American Electric Reliability Council Generating Availability Data System Data Reporting Instructions dated October 1996” and Attachment E, “Form of the Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light,” which is provided in final form as Exhibit 10.6(b)) (Exhibit 10.7 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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10.4(b)
|
|
Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997 (Exhibit 10.7(a) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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10.4(c)
|
|
Amendment No. 1, executed on January 14, 1999, to Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997 (Exhibit 10.7(b) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, File No. 1-4955).
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10.4(d)
|
|
Power Purchase Agreement Novation dated November 8, 1999 by and among Encogen Hawaii, L.P., Hamakua Energy Partners and Hawaii Electric Light (Exhibit 10.7(c) to Hawaiian Electric’s Annual Report on Form 10-K for fiscal year ended December 31, 2001, File No. 1-4955).
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10.4(e)
|
|
Consent and Agreement Concerning Certain Assets of Black River Energy, LLC By and Among Great Point Power Hamakua Holdings, LLC, Hamakua Energy Partners, L.P. and Hawaii Electric Light dated April 19, 2010 (Exhibit 10.6(e) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, File No. 1-4955).
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10.4(f)
|
|
Guarantee Agreement between Great Point Power Hamakua Holdings, LLC and Hawaii Electric Light dated June 4, 2010 (Exhibit 10.6(f) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, File No. 1-4955).
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10.5
|
|
Low Sulfur Fuel Oil Supply Contract by and between Chevron and Hawaiian Electric dated as of August 24, 2012 (confidential treatment has been requested for portions of this exhibit) (Exhibit 10.2 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-4955).
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10.5(a)
|
|
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) (Exhibit 10.1 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-4955).
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10.6(a)
|
|
Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Chevron and Hawaiian Electric, Maui Electric, Hawaii Electric Light, HTB and YB dated as of November 14, 1997 (confidential treatment has been requested for portions of this exhibit) (Exhibit 10.9 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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|
|
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10.6(b)
|
|
Amendment to Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Chevron and Hawaiian Electric, Maui Electric and Hawaii Electric Light entered into as of April 12, 2004 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10(d) to Hawaiian Electric’s Current Report on Form 8-K, dated May 28, 2004, File No. 1-4955).
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|
|
Exhibit no.
|
|
Description
|
|
|
10.6(c)
|
|
Second Amendment dated December 17, 2013 to Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Chevron and Hawaiian Electric, Maui Electric and Hawaii Electric Light entered into as of November 14, 1997, as amended by Amendment dated April 12, 2004 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10.7(c) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, File No. 1-4955).
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|
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|
|
|
10.6(d)
|
|
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 (Exhibit 10.2 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-4955).
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|
|
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10.7(a)
|
|
Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between BHP Petroleum Americas Refining Inc. and Hawaiian Electric, Maui Electric and Hawaii Electric Light dated November 14, 1997 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10.12 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, File No. 1-4955).
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|
|
10.7(b)
|
|
First Amendment to Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Tesoro Hawaii Corporation, formerly known as BHP Petroleum Americas Refining Inc., and Hawaiian Electric, Maui Electric and Hawaii Electric Light dated March 29, 2004 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10(b) to Hawaiian Electric’s Current Report on Form 8-K, dated May 28, 2004, File No. 1-4955).
|
|
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|
|
|
10.7(c)
|
|
Second Amendment to Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Tesoro Hawaii Corporation, formerly known as BHP Petroleum Americas Refining Inc., and Hawaiian Electric, Maui Electric and Hawaii Electric Light dated January 31, 2012 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10.4 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-4955).
|
|
|
|
|
|
10.7(d)
|
|
Letter agreement dated December 11, 2013 between Hawaiian Electric, Maui Electric and Hawaii Electric Light and Hawaiian Independent Energy LLC (formerly known as Tesoro Hawaii Corporation, formerly known as BHP Petroleum Americas Refining Inc.) Re: The Inter-Island Industrial Fuel Oil and Diesel Supply Contract dated November 14, 1997, as amended by First Amendment and Second Amendment (Exhibit 10.10(d) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, File No. 1-4955).
|
|
|
|
|
|
10.7(e)
|
|
Third Amendment, dated February 11, 2015, to the Inter-Island Industrial Fuel Oil and Diesel Fuel Supply Contract by and between Hawaii Independent Energy (formerly known as Tesoro, which was formerly known as BHP Petroleum Americas Refining Inc.), LLC and Hawaiian Electric, Maui Electric and Hawaii Electric Light, dated November 14, 1997 (confidential treatment has been requested for portions of this exhibit, which has been redacted accordingly) (Exhibit 10.4 to Hawaiian Electric’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, File No. 1-4955).
|
|
|
|
|
|
10.8(a)
|
|
Contract of private carriage by and between HITI and Hawaii Electric Light dated December 4, 2000 (Exhibit 10.13 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-4955).
|
|
|
|
|
|
10.8(b)
|
|
Consent to Change of Ownership/Control of Carrier by and between K-Sea Operating Partnership, L.P., and Hawaii Electric Light, dated July 1, 2011 (Exhibit 10.13(b) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 1-4955).
|
|
|
|
|
|
10.9(a)
|
|
Contract of private carriage by and between HITI and Maui Electric dated December 4, 2000 (Exhibit 10.14 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, File No. 1-4955).
|
|
|
|
|
|
10.9(b)
|
|
Consent to Change of Ownership/Control of Carrier by and between K-Sea Operating Partnership, L.P., and Maui Electric, dated July 1, 2011 (Exhibit 10.14(b) to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 1-4955).
|
|
|
|
|
|
10.10
|
|
Stipulated Settlement Agreement between the Hawaiian Electric Companies and the Division of Consumer Advocacy regarding Certain Regulatory Matters (Exhibit 10 to Hawaiian Electric’s Current Report on Form 8-K, dated January 28, 2013, File No. 1-4955).
|
|
|
|
|
|
10.11
|
|
Release, Transition and Consulting agreement between Richard M. Rosenblum and Hawaiian Electric dated October 8, 2014 (Exhibit 10.14 to Hawaiian Electric’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, File No. 1-4955).
|
|
|
|
|
Exhibit no.
|
|
Description
|
|
|
10.12
|
|
Amended and Restated Credit Agreement, dated as of April 2, 2014, among Hawaiian Electric, as Borrower, the Lenders Party Thereto and Wells Fargo Bank, National Association, as Syndication Agent, and Bank of America, N.A., Bank of Hawaii, Royal Bank of Canada, Union Bank, N.A. and U.S. Bank National Association as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Runners (Exhibit 10.2 to Hawaiian Electric’s Current Report on Form 8-K dated April 2, 2014, File No. 1-4955).
|
|
|
|
|
|
11
|
|
Computation of Earnings Per Share of Common Stock (See note on Hawaiian Electric’s Item 6. Selected Financial Data).
|
|
|
|
|
|
*12.2
|
|
Hawaiian Electric - Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
*21.2
|
|
Hawaiian Electric - Subsidiaries of the Registrant.
|
|
|
|
|
|
*31.3
|
|
Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer).
|
|
|
|
|
|
*31.4
|
|
Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer).
|
|
|
|
|
|
*32.2
|
|
Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
|
*99.1
|
|
Hawaiian Electric’s Directors, Executive Officers and Corporate Governance; Hawaiian Electric’s Executive Compensation; Hawaiian Electric’s Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Hawaiian Electric’s Certain Relationships and Related Transactions, and Director Independence; and Hawaiian Electric’s Principal Accounting Fees and Services.
|
|
|
|
|
ARTICLE I Definitions and Interpretation
|
1
|
|
|
Section 1.1
|
Defined Terms
|
1
|
|
Section 1.2
|
Interpretation
|
11
|
|
ARTICLE II Sale and Purchase of Purchased Assets; Assumption of Liabilities; Purchase Price
|
12
|
|
|
Section 2.1
|
Sale and Purchase of Purchased Assets
|
12
|
|
Section 2.2
|
Purchase Price
|
16
|
|
Section 2.3
|
Allocation of Purchase Price
|
16
|
|
Section 2.4
|
Fuel Price Adjustment
|
16
|
|
ARTICLE III Closing and Closing Conditions
|
17
|
|
|
Section 3.1
|
Time and Place of the Closing
|
17
|
|
Section 3.2
|
Actions at the Closing
|
17
|
|
Section 3.3
|
Conditions Precedent to Obligations of Buyer
|
19
|
|
Section 3.4
|
Conditions Precedent to Obligations of Seller
|
22
|
|
Section 3.5
|
Update of Disclosure Schedules; Election Not to Close
|
23
|
|
ARTICLE IV Representations and Warranties of SellerS
|
25
|
|
|
Section 4.1
|
Representations and Warranties Regarding Sellers
|
25
|
|
Section 4.2
|
Representations and Warranties Regarding the Purchased Assets
|
26
|
|
ARTICLE V Representations, Warranties and Acknowledgements of Buyer
|
32
|
|
|
Section 5.1
|
Representations and Warranties of Buyer
|
32
|
|
Section 5.2
|
No Further Representations
|
33
|
|
Section 5.3
|
Inspection of the Project
|
34
|
|
ARTICLE VI Covenants
|
34
|
|
|
Section 6.1
|
Covenants of All Parties
|
34
|
|
Section 6.2
|
Covenants of Seller
|
38
|
|
Section 6.3
|
Covenants of Buyer
|
42
|
|
Section 6.4
|
Tax Matters
|
42
|
|
Section 6.5
|
[ … ]
|
43
|
|
Section 6.6
|
Provisions Relating to Seller Letter of Credit
|
45
|
|
ARTICLE VII Indemnification
|
45
|
|
|
Section 7.1
|
General
|
45
|
|
Section 7.2
|
Limitations on Indemnification
|
46
|
|
Section 7.3
|
Procedure for Indemnification
|
47
|
|
ARTICLE VIII Termination
|
49
|
|
|
Section 8.1
|
Termination
|
49
|
|
Section 8.2
|
Effect of Termination
|
50
|
|
ARTICLE IX Miscellaneous
|
50
|
|
|
Section 9.1
|
Notices
|
50
|
|
Section 9.2
|
Entire Agreement; Amendments
|
52
|
|
Section 9.3
|
Successors and Assigns
|
52
|
|
Section 9.4
|
Currency Matters
|
53
|
|
Section 9.5
|
Governing Law
|
53
|
|
Section 9.6
|
Consent to Jurisdiction
|
53
|
|
Section 9.7
|
Expenses
|
53
|
|
Section 9.8
|
Confidential Information
|
53
|
|
Section 9.9
|
Public Statements
|
53
|
|
Section 9.10
|
Joint Effort
|
54
|
|
Section 9.11
|
Waiver of Consequential Damages
|
54
|
|
Section 9.12
|
Captions
|
54
|
|
Section 9.13
|
Severability
|
54
|
|
Section 9.14
|
Counterparts; Electronic Signatures
|
54
|
|
Section 9.15
|
Third Parties
|
54
|
|
Section 9.16
|
No Waiver
|
55
|
|
ARTICLE X Specific Performance.
|
55
|
|
|
Section 10.1
|
Waivers and Acknowledgments
|
55
|
|
Section 10.2
|
Alternative Remedy
|
55
|
|
|
|
|
|
Exhibits
|
|
|
|
|
|
|
|
Exhibit A
|
Form of Bill of Sale and Assignment Agreement
|
|
|
Exhibit B
|
Form of FIRPTA Certificate
|
|
|
Exhibit C
|
Form of HARPTA Certificate
|
|
|
Exhibit D
|
Fuel Price Adjustment Determination Procedure
|
|
|
Exhibit E
|
Combustion Turbine 1 Testing Protocol
|
|
|
|
|
|
|
Schedules
|
|
|
|
|
|
|
|
Schedule 1.1(A)
|
Buyer and Seller Knowledge Persons
|
|
|
Schedule 1.1(B)
|
Permitted Interim Actions
|
|
|
Schedule 1.1(C)
|
Permitted Liens
|
|
|
Schedule 1.1(D)
|
Project Level Debt
|
|
|
Schedule 1.1(E)
|
Seller Credit Support
|
|
|
|
|
|
|
Seller Disclosure Schedules
|
|
||
|
|
|
|
Schedule 2.1(a)(i)
|
Spare Parts Inventory
|
|
|
Schedule 2.1(a)(iv)
|
Tangible Personal Property
|
|
|
Schedule 2.1(a)(vii)
|
Deposits; Prepaid Expenses
|
|
|
Schedule 2.1(b)(ix)
|
Excluded Assets
|
|
|
Schedule 2.1(c)(iv)
|
Assumed Liabilities
|
|
|
Schedule 2.1(d)(vii)
|
Excluded Liabilities
|
|
Schedule 3.3(o)
|
Title Insurance
|
|
Schedule 3.3(r)
|
[ … ]
|
|
Schedule 4.1(d)
|
Seller Approvals and Consents
|
|
Schedule 4.1(g)
|
Brokers
|
|
Schedule 4.2(a)
|
Title to and Interest in Tangible Personal Property
|
|
Schedule 4.2(b)
|
Material Contracts; Consents and Approvals
|
|
Schedule 4.2(c)
|
Real Properties
|
|
Schedule 4.2(f)
|
Governmental Approvals
|
|
Schedule 4.2(g)
|
Litigation
|
|
Schedule 4.2(h)
|
Undisclosed Liabilities
|
|
Schedule 4.2(j)(i)
|
Environmental Matters
|
|
Schedule 4.2(j)(ii)
|
Environmental Approvals held by Seller
|
|
Schedule 4.2(j)-1
|
Environmental Approvals required under any Environmental Rule
|
|
Schedule 5.1(d)
|
Buyer Approvals and Consents
|
|
Schedule 6.1(e)
|
Transitional Support
|
|
Schedule 6.2(d)
|
Insurance Policies
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Buyer Disclosure Schedules
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Schedule 5.1(d)
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Buyer Approvals and Consents
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1.
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A new Section 2.1.A is added to read as follows:
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Nonemployee Directors Compensation Schedule
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Effective January 1, 2014
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HEI Board - Annual Cash Retainers (paid quarterly)
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HEI Chairman of the Board
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$250,000
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HEI Director
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$65,000
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HEI Audit Committee Chair
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$15,000
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HEI Audit Committee Member
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$6,000
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HEI Compensation Committee Chair
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$15,000
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HEI Compensation Committee Member
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$6,000
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HEI NCG Committee Chair
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$10,000
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HEI NCG Committee Member
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$4,000
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ASB Board - Annual Cash Retainers (paid quarterly) *
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ASB Directors who are not also HEI Directors
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$40,000
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ASB Audit Committee Chair
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$10,000
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ASB Audit Committee Member
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$4,000
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ASB Risk Committee Chair
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$10,000
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ASB Risk Committee Member
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$4,000
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HECO Board - Annual Cash Retainers (paid quarterly) *
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HECO Directors who are not also HEI Directors
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$40,000
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HECO Audit Committee Chair
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$10,000
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HECO Audit Committee Member
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$4,000
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Extra Meeting Fees (per additional meeting)
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HEI Board Member
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$1,500
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(A)
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HEI Audit Committee Member
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$1,500
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(B)
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HEI Compensation Committee Member
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$1,500
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(C)
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HEI NCG Committee Member
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$1,500
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(C)
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HECO/ASB Board Member
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$1,000
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(A)
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ASB Audit Committee Member
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$1,000
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(B)
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HECO Audit Committee Member
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$1,000
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(C)
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ASB Risk Committee Member
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$1,000
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(C)
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(A) Earned per extra meeting, after attending 8 meetings during the calendar year
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(B) Earned per extra meeting, after attending 10 meetings during the calendar year
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(C) Earned per extra meeting, after attending 6 meetings during the calendar year
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HEI, ASB and HECO Boards - Equity Compensation *
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HEI Director - annual grant (paid on last business day of June)
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shares valued at $75K
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HECO and ASB only Directors - annual grant (last business day of June)
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shares valued at $40K
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New Directors (one-time grant during first year of service -- prorated)
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portion of annual grant, prorated on start date
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* For ASB and HECO directors who are also HEI directors, ASB and HECO pay
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a pro rata portion of each such director's total compensation (cash and equity value).
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1.
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REGARDING ARTICLE I OF THE POWER PURCHASE AGREEMENT - DEFINITIONS
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2.
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OTHER CLARIFICATIONS, MODIFICATIONS AND AMENDMENTS TO THE POWER PURCHASE AGREEMENT
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A.
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Regarding Section 2.1D of the Power Purchase Agreement
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(5)
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Operational Commitments
- AES Hawaii shall continue and/or implement the various operational measures at the Facility as set forth in Exhibit 2 to this Amendment No. 3.
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(6)
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Instantaneous Tripping of Auxiliary Loads
- AES Hawaii shall
provide relay contact(s) and/or other indication(s) from the Facility to allow instantaneous tripping of the Facility’s auxiliary loads during a Full Plant Trip. Auxiliary loads equal to the lesser of 9 MW or the amount of Additional Capacity being provided at the time shall instantaneously be tripped to offset the Additional Capacity with the remainder, if the entire auxiliary load is not tripped instantaneously, to disconnect by the underfrequency-based scheme existing as of the execution of Amendment No. 3. The following procedure shall be followed to test the instantaneous tripping of the Facility’s auxiliary loads during a Full Plant Trip:
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(i)
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The underfrequency relay based auxiliary load trip scheme existing as of the execution of Amendment No. 3 shall remain in operation if required to complement the new instantaneous auxiliary load trip scheme or until the successful completion of the end-to-end testing of the new instantaneous auxiliary load trip scheme if the existing trip scheme is not required to complement the new trip scheme.
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(ii)
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AES Hawaii shall perform all tests for the new instantaneous auxiliary load trip scheme that are able to be performed while the Facility is online,
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(iii)
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Following the successful Facility-online testing of the new instantaneous auxiliary load trip scheme to HECO’s reasonable satisfaction (the “
Online Testing Condition Precedent
”), AES Hawaii shall implement the new instantaneous auxiliary load trip scheme, and AES Hawaii shall be allowed to provide the Additional Capacity.
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(iv)
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In the event AES Hawaii experiences a Full Plant Trip prior to the satisfaction of the Continuation Condition as set forth in Section 3.2B(6)(v) and the new instantaneous auxiliary load trip scheme does not operate in a manner that the appropriate auxiliary load is instantaneously tripped (the “
Trip Scheme Failure Condition Subsequent
”), AES Hawaii shall not be allowed to provide the Additional Capacity until the problem is remedied and the new scheme successfully completes end-to-end testing to HECO’s reasonable satisfaction (the “
Reinstatement Condition
”).
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(v)
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During the next planned plant outage (no later than 2018), end-to-end testing of the new instantaneous auxiliary load trip scheme shall be performed. HECO shall witness the tests. The end-to-end testing shall be successfully completed to HECO’s reasonable satisfaction in order for AES Hawaii to continue providing the Additional Capacity (the “
Continuation Condition
”).
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3.4
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Rights and Obligations of AES Hawaii and HECO Regarding Act 234
.
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A.
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Energy Charge.
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where:
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A
=
integrated hourly load of the Facility in megawatts not to exceed the Baseline Capacity (rounded to the third decimal place) for each hour of the month being invoiced.
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(ii)
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Variable O&M Cost = ($0.0005/kwh) (Total kilowatthours of Baseline Energy purchased in the month being invoiced)
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(iii)
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Fixed O&M Cost = ($0.011/kwh) (Total kilowatthours of Baseline Energy available for dispatch in the month being invoiced)
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(i)
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To derive the capacity value of the outage or the derating, the average facility net MW output shall be used for each fifteen-minute time segment (as reflected by the fifteen-minute interval meter data) impacted, in whole or in part, by the incident. This average net MW value shall then be subtracted from the Committed Capacity to determine the capacity value of the outage or derating for each particular fifteen-minute time segment, with such capacity value being applied first against Additional Capacity (during both the Priority Peak Period and the Non-Peak Period, as applicable), and the remainder against the Baseline Capacity. This calculation shall be applicable to both full fifteen-minute time segments and partial time segments (
i.e.,
the incident begins or ends within a fifteen-minute interval).
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(ii)
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The three prerequisites for the Facility being fully available after a derated condition are:
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(a)
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being above 140 MW (or, alternatively, at the MW level then requested by HECO);
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(b)
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being above 1770 psig throttle steam pressure; and
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(c)
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being on HECO EMS control.
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(iii)
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The start time of a derated condition shall be the time the Facility goes off of EMS or such other time as may be appropriate in light of the circumstances of the derating.
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5.3
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Reliability Bonus
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(a)
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If AES Hawaii has zero Full Plant Trips: $1,000,000;
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(b)
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If AES Hawaii has one Full Plant Trip: $700,000;
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(c)
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If AES Hawaii has two Full Plant Trips: $500,000; and
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(d)
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If AES Hawaii has three Full Plant Trips: $300,000.
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KWH Delivered of
_________Baseline Energy__________
KWH Delivered of Baseline Energy +
KWH Deficiency of Baseline Energy
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x
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Capacity Charge Rate for the Baseline Capacity
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x
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KWH Deficiency of Baseline Energy
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KWH Delivered of
Peak Additional Energy
KWH Delivered of Peak Additional Energy +
KWH Deficiency of Peak Additional Energy
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x
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Priority Peak Capacity Charge
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x
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KWH Deficiency of Peak Additional Energy
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KWH Delivered of
Non-Peak Additional Energy
KWH Delivered of Non-Peak +
Additional Energy
KWH Deficiency of Non-Peak
Additional Energy
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x
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Non-Peak Capacity Charge
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x
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KWH Deficiency of Non-Peak Additional Energy
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T.
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Regarding Section 24.11 of the Power Purchase Agreement
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3.
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CONSENTS AND NULL AND VOID RIGHTS
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4.
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CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF SECTIONS 1 AND 2 HEREOF
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(A)
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the delivery of the Lender Amendment Consent Notice;
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(B)
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the delivery of the NextEra Amendment Consent Notice;
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(C)
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the delivery of the Irrevocable Waiver Notice or the expiration of the Null and Void Deadline without AES Hawaii having exercised AES Hawaii’s Null and Void Right; and
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(D)
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the occurrence of the PUC Approval Date as defined in Section 5.D hereof.
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5.
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REGULATORY APPROVAL
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6.
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OTHER TERMS UNCHANGED; CONFLICT BETWEEN DOCUMENTS
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7.
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ENTIRE AGREEMENT
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8.
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MISCELLANEOUS
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To HECO:
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Email: rodney.chong@hawaiianelectric.com
Fax: (808) 203-1238, attention Rodney Chong
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With a copy to:
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Email: susan.li@hawaiianelectric.com
Fax: (808) 543-7302, attention Susan Li
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To AES Hawaii:
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Email: jeffrey.vaughan@aes.com
Fax: (808) 682-4915, attention Jeffrey Vaughan
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HAWAIIAN ELECTRIC COMPANY,
INC.
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AES HAWAII, INC.
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By:
/s/ Joseph P. Viola
Name:
Joseph P. Viola
Title:
Vice President, Regulatory Affairs
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By:
/s/ Patrick G. Murphy
Name:
Patrick G. Murphy
Title:
Vice President
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By:
/s/ Susan A. Li
Name:
Susan A. Li
Title:
Senior Vice President,
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1.
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A continuous 48-hour capacity test of the Facility will be conducted to determine the additional firm capacity capability of the Facility up to 189 MW (“
Capacity Test
”). The Facility shall be operated in accordance with Good Engineering and Operating Practices, within all Facility design limits and HECO system conditions when directed as applicable by HECO Load Dispatcher. The Facility will operate on or off EMS control for the Capacity Test at the sole discretion of the HECO Load Dispatcher. At all times, the Facility shall be operated as directed by the HECO Load Dispatcher. If any abnormal condition, equipment failure or Force Majeure event occurs during the Capacity Test which impacts the Capacity Test, or if AES Hawaii elects to end the Capacity Test, the Capacity Test shall end, in which case the parties, after review of the reasons for the Capacity Test’s termination, shall arrange the scheduling of another Capacity Test by mutual agreement of AES Hawaii and HECO.
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2.
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The power factor during the Capacity Test shall be between 0.90 to 1.00 per unit inclusive as directed by the HECO Load Dispatcher.
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3.
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Steam export to Chevron during the Capacity Test shall be approximately 30,000 lb/hr or the value necessary for the Facility to achieve PURPA Qualifying Facility requirements, whichever is greater. If the steam export is less than above by 5%, for any hour within the Capacity Test, such hour shall not be used for the Capacity Test. Testing duration may be extended due to failure to meet the foregoing process steam flow rate.
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4.
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AES Hawaii shall perform the Capacity Test in full compliance with all of its current operating permits, including the Covered Source Permit. At the completion of the test AES Hawaii shall certify to HECO that Covered Source Permit obligations were met during the Capacity Test.
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5.
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HECO’s evaluation of the firm capacity capability demonstrated by the Capacity Test shall be based on the Facility output as recorded by the revenue meters recorded over the 48 hour test period and the provisions of Section E hereof. Firm capacity data shall only be valid once the Facility is stable at full load. Stable full load is defined by operation at 189 MW or higher for at least 2 hours prior to the measurement hour in order to allow the Facility’s steam cycle to reach equilibrium. If the Facility is not capable of generating 189 MW, then stable full load shall be defined by operation at the Facility’s maximum output for at least 2 hours prior to the measurement hour. If during the Capacity Test, the HECO EMS dispatches or the HECO Load Dispatcher directs AES Hawaii to operate below stable full load, the period the Facility is below stable full load, including 2 hours for the Facility to return to stable full load, shall be excluded from the determination of the capacity pursuant to Section E hereof and the Capacity Test shall not be extended.
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6.
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AES Hawaii shall provide written confirmation that no abnormal events occurred during the Capacity Test and that the operation was within a range that can be sustained on a continuous mode of operation under HECO Dispatch.
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7.
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The AES Capacity Test Protocol is attached as Appendix A.
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1.
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The Facility shall be operated by AES Hawaii personnel.
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2.
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HECO’s Load Dispatcher shall dispatch the Facility at stable full load for the duration of the Capacity Test when allowed by system conditions. Testing can be interrupted or terminated at any time by either party should such be necessary to protect the safety of personnel, equipment or system stability but shall be re-commenced once such situation is rectified.
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3.
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HECO may, at its discretion, dispatch observers to the Facility to monitor testing as HECO deems necessary. HECO’s observers shall not interfere with operations, nor shall they direct/supervise AES Hawaii’s operations in any manner. However, should they find issues that may compromise the quality of the testing or data, such issues shall be discussed with AES Hawaii management.
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4.
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Data shall be collected using installed Facility instrumentation set forth in Appendix B.
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5.
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HECO shall pay AES Hawaii the Energy Charge for all energy (including any thereof above 180,000 kW) during the Capacity Test, including any pretest activities related to the Capacity Test, in accordance with Section 5.1A of the Power Purchase Agreement without giving effect to any of the modifications to Section 5.1A set forth in Amendment No. 3.
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1.
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The Capacity Test run shall commence on a date and time agreed to by HECO and AES Hawaii and shall continue for 48 continuous hours.
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2.
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Nominal Full load operating conditions of the Facility are as follows:
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•
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All Feedwater Heaters in service.
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•
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Throttle pressure: 1890 psig.
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•
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Turbine ramp rates shall be as set forth in Section 1 of Exhibit 2 to Amendment No. 3.
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•
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Main Steam/Reheat Steam temperature at Turbine: 950
0
F/1000
0
F.
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•
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Process Steam: 32 kpph, between 342 - 418
0
F, between 35 -70 psig, or as may be directed by Chevron.
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•
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Once the coal ship is docked at Kalaeloa Barber’s Point Harbor, Overland Conveyor shall be in service unloading coal ship in accordance with normal offloading schedule.
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•
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Boiler blowdown: shall be performed as required to maintain boiler water quality within normal parameters.
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•
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Sootblowing to be conducted in accordance with normal operating practices (approximately every 12 hours).
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•
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Power Factor: between 0.90 to 1.00 per unit inclusive as directed by the HECO Load Dispatcher.
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•
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All equipment operated within design parameters and in accordance with Good Engineering and Operating Practices.
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•
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Fuel: Coal with Tire Derived Fuel and Specification Used Oil, or any other alternative fuel (at AES Hawaii’s reasonable discretion), within normal feed rates and quality as verified with historical data to be provided by AES Hawaii.
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1.
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HECO shall poll its revenue meters (KW and KVAR) and make results available to AES Hawaii within 3 working days after the Capacity Test.
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2.
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The minimum full load One Clock-Hour Average over the 48-hour test period, excluding the lowest full load One Clock-Hour Average and any periods that HECO EMS dispatches or HECO Load Dispatcher directs AES Hawaii to operate below stable full load, including 2 hours for the Facility to return to stable full load, shall establish the capacity of the Facility. The “
One Clock-Hour Average
” is defined as the four consecutive 15 minute periods beginning with the reading for the 15 minute period that ends at 15 minutes past the hour.
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3.
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Should the Overland Conveyor not be in service during the four consecutive 15 minute periods used to establish the minimum full load One Clock-Hour Average under paragraph E.2 above, the minimum full load One Clock-Hour Average established under paragraph E.2 above shall be adjusted downward by an amount equal to average KW load on the Overland Conveyor during the last coal ship unloading period.
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4.
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The capacity for the Facility shall be rounded to the nearest MW output with decimal values of 0.50 and higher being rounded up to the next integer MW value and decimal values of 0.49 or less being rounded down to the next integer MW value and shall be the capacity level demonstrated for the Facility by the Capacity Test.
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5.
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The following data shall be collected by AES Hawaii during the Capacity Test and submitted to HECO in Excel or other suitable format to allow HECO evaluation of the Capacity Test results.
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•
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Gross MW
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•
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Gross MVAR
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•
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Auxiliary MW
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•
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Auxiliary MVAR
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•
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Generator Terminal Voltage
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•
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Generator current
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•
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Generator Temperatures
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•
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Field voltage and current
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•
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Throttle Pressure and Temperature
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•
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Turbine Control valves positions
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•
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Hot Reheat Pressure and Temperature
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•
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Feedwater Flow
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•
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Process Steam Pressure, Temperature and Flow
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•
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Condenser backpressure
|
•
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Circulating Water Inlet and Outlet Temperature
|
•
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Feedwater Flow
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•
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Feed regulating valve position
|
•
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Drum Pressure
|
•
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Superheater Outlet Pressure and Temperature
|
•
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Reheater Inlet Pressure and Temperature
|
•
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Reheater Outlet Pressure and Temperature
|
•
|
Sulfur Content of fuel burned during the test
|
•
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Fuel Flow (coal and alternate fuels in KPPH), and
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•
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Fuel Flow as a percentage of capability
|
•
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Limestone feeder flow rate
|
•
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Limestone feeder flow rate as percentage of capability
|
•
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Primary Air Fan inlet vanes position and motor current
|
•
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Secondary Air Fan inlet vanes position and motor current
|
•
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Induced Draft Fan inlet vanes position and motor current
|
•
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Emissions concentrations for all items specified in the permit
|
•
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Stack Opacity
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6.
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Upon conclusion of the Capacity Test, AES Hawaii shall submit to HECO a Capacity Test evaluation report including the data listed above declaring the actual additional Committed Capacity, up to 9 MW.
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1.
|
Conduct a Facility walkthrough to familiarize test personnel with location of test equipment, instrumentation, etc.
|
2.
|
Verify equipment and valve proper position status prior to each test period which will start on a date agreed upon by HECO and AES Hawaii.
|
3.
|
Check critical cycle parameters via performance monitoring and resolve parameters which demonstrate significant variance to expected values.
|
4.
|
For AES Hawaii’s purpose of estimating the revenue meter data based on its DCS data during the Capacity Test, AES Hawaii shall run the Facility at stable full load for a period of up to one hour, and HECO will provide revenue meter data (KW and KVAR) for the stable full load period within 2 days.
|
•
|
Data from the Facility online data acquisition system
|
•
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Data from the Facility instruments
|
•
|
Manually collected data
|
•
|
Data from laboratory analysis of samples
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Signal Name
|
Description
|
Units
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GTAE01FZ
|
FROZEN TOT GEN XMFR GROSS
|
MWHR
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TGBE0002
|
GENERATOR REACTIVE POWER
|
MVAR
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APAE0003
|
AES UNIT AUX XFMR GROSS OUTPUT
|
P INHR
|
APAE0002
|
UNIT AUX XFMR REACTIVE POWER
|
MVAR
|
TGBE0004
|
GENERATOR VOLTAGE
|
VOLT
|
TGBE0003
|
GENERATOR CURRENT
|
AMP
|
YGW_GENST_COIL1_TEMP
|
GEN STATOR COIL #1
|
DEGF
|
YGW_GENST_COIL2_TEMP
|
GEN STATOR COIL #2
|
DEGF
|
YGW_GENST_COILV1_TEMP
|
GEN STATOR COIL V #1
|
DEGF
|
YGW_GENST_COILV2_TEMP
|
GEN STATOR COIL V #2
|
DEGF
|
YGW_GENST_COILW1_TEMP
|
GEN STATOR COIL W #1
|
DEGF
|
YGW_GENST_COILW2_TEMP
|
GEN STATOR COIL W #2
|
DEGF
|
HECO Input
|
NET FACILITY OUTPUT (GEN-SUT-UAT)
|
|
HECO Input
|
Net MVAR
|
|
THRPRESS
|
XMTR SELECTED THROTTLE PRESS
|
PSIG
|
THRTEMP
|
XMTR SELECTED THROTTLE TEMP
|
DEGF
|
SGJT0003
|
TURBINE HOT RH WEST INLET TEMP
|
DEGF
|
SGJT0004
|
TURBINE HOT RH EAST INLET TEMP
|
DEGF
|
SGJP0003
|
TURB WEST HOT RH STM PRESSURE
|
PSIG
|
SGJP0004
|
TURB EAST HOT RH STM PRESSURE
|
PSIG
|
TFWFLOW
|
TOTAL FEEDWATER FLOW
|
KLBH
|
PSTMTEMP
|
XSEL PROCESS STEAM TEMPERATURE
|
DEGF
|
PSTMPRES
|
XMTR SELECTD PROCESS STM PRESS
|
PSIG
|
PSTMFLOW
|
XMTR SELECTED PROCESS STM FLOW
|
KLBH
|
HRAP0001
|
CONDENSER PRESSURE
|
INHgA
|
HRCT0001
|
CONDENSER CIRC WATER INLET
|
DEGF
|
HRCT0002
|
CONDENSER CIRC WATER OUTLET
|
DEGF
|
COA0018D
|
LOAD CONTROL BY HECO EMS
|
|
PWRFACTR
|
GENERATOR POWER FACTOR
|
|
TCFLW1AI
|
TOTAL COAL FLOW 1A
|
KLBH
|
TCFLW1BI
|
TOTAL COAL FLOW 1B
|
KLBH
|
TDFF0002
|
FILTERED TDF FLOWRATE
|
TPH
|
TGBE0006
|
GENERATOR POWER FACTOR (RAW)
|
PCT
|
TOFLW1AI
|
TOTAL OIL FLOW 1A
|
GPM
|
TOFLW1BI
|
TOTAL OIL FLOW 1B
|
GPH
|
LMSTFL1A
|
LIMESTONE FLOW 1A
|
LBH
|
LMSTFL1B
|
LIMESTONE FLOW 1B
|
LBH
|
1.
|
Ramp Rate
: AES Hawaii shall continue operating the Facility in accordance with the following minimum ramp rates. If the Facility increases its capacity, the Additional Capacity is defined as “
X
”:
|
(a)
|
2.4 MW/minute when the Facility’s output is between 78 MW and 165 + X MW;
|
(b)
|
1.2 MW/minute when the Facility’s output is between 70 MW and 78 MW and between 165 + X MW and 172 + X MW;
|
(b)
|
0.6 MW/minute when the Facility’s output is between 63 MW and 70 MW and between 172 + X MW and 180 + X MW.
|
2.
|
Droop Response
|
(a)
|
AES Hawaii shall perform droop response tests consistent with specifications provided by HECO. These tests will be coordinated around the next scheduled turbine outage (which is currently scheduled for 2018).
|
(b)
|
There is evidence that the DCIS system sees a MW mismatch from the LDC and counters the Facility’s droop response. AES Hawaii shall modify the control logic such that the MW mismatch does not exist during periods of frequency disturbance. AES Hawaii will not commit to replacing the DCIS. Due to the risk of Facility trip when downloading control logic, AES Hawaii will coordinate the timing of the upgrade with HECO to minimize risk. This upgrade will be completed during the next scheduled turbine outage (which is currently scheduled for 2018) while maintaining AES Hawaii safety and reliability standards.
|
(c)
|
AES Hawaii shall perform droop testing to verify the droop curve and verify that the DCIS changes are effective once made.
|
(d)
|
The Facility shall continue to use a droop setting of 5%, with zero deadband.
|
3.
|
Enhanced Protection and Control Capabilities
|
(a)
|
Turbine Trip Scheme
|
(b)
|
Protection Upgrade
|
(c)
|
Fault Ride-Through Capability
|
(i)
|
During the next scheduled boiler outage (currently scheduled for 2017), AES Hawaii shall add fault recording devices at its own expense to facilitate event investigation and allow AES Hawaii to accurately target improvements. Future data collected to be shared with HECO to maximize root cause analysis benefits.
|
(ii)
|
AES Hawaii examined the equipment that tripped during the March 7, 2012 event and has since upgraded its excitation and voltage regulation system to improve the Facility’s ability to ride-through voltage dips and maintain a constant high side voltage.
|
(iii)
|
AES Hawaii shall continue to operate in automatic voltage regulation mode.
|
(d)
|
On-line Turbine Protection Testing
. The following items are currently in practice by AES Hawaii and shall continue to be so:
|
(i)
|
If requested by HECO, AES Hawaii shall lower unit load during turbine protection testing in order to lower risk to HECO’s system.
|
(ii)
|
Testing to be coordinated with HECO’s System Operation Department.
|
(iii)
|
AES Hawaii shall stay on EMS during such testing unless directed otherwise by System Operation Control Center (no impact to availability).
|
(e)
|
Wood Poles
|
(i)
|
AES Hawaii currently has three wood poles between two steel structures (one at AES Hawaii’s main transformer and one at the substation, which poles support both generator and startup power transmission lines).
|
(ii)
|
AES Hawaii shall continue to inspect the wood poles per industry standards and ensure any needed remediation (including replacement) to comply with industry standards is completed.
|
(f)
|
Maintenance Practices
|
(i)
|
AES Hawaii has conducted a thorough inspection of the generator by performing the following:
|
(A)
|
Nondestructive testing of retaining rings (Toshiba advised that the inspection be done with the retaining rings on); and
|
(B)
|
Flux probe testing before the generator went offline for its most recent turbine/generator outage.
|
(ii)
|
AES Hawaii performed maintenance on transformer components and the 138 kV structure at the scheduled turbine outage in 2015 and shall do so again at the next scheduled turbine outage, scheduled for 2018.
|
1.
|
Fuel Supply Requirements and Consequences of Shortage of Fuel Supply
|
1.1.
|
AES Hawaii shall have (a) a Monthly Average Daily Fuel Supply of at least twenty-five (25) days during each calendar month (the “
Monthly Fuel Supply Requirement
”) and (b) at least ten (10) days of Available Fuel Supply on each day (the “
Daily Fuel Supply Requirement
”). As used in this Exhibit 3, (i) “
Available Fuel Supply
” means AES Hawaii’s fuel supply on Oahu and (ii) “
Monthly Average Daily Fuel Supply
” means AES Hawaii’s average daily fuel supply on Oahu unloaded from a ship and fuel supply on any ship that is docked at Kalaeloa Barber’s Point Harbor that has not yet been unloaded during any calendar month as shown in the Fuel Supply Report (as defined in paragraph 2.1 below) for such month.
|
1.2.
|
For the purposes of this Exhibit 3, in determining the number of days of Available Fuel Supply and the Monthly Average Daily Fuel Supply, the amount of days shall be rounded to the nearest whole number.
|
1.3.
|
If a Diversion Event occurs, AES Hawaii shall (a) promptly notify HECO thereof and (b) use reasonable efforts to cause an affiliate of AES Hawaii to divert a coal vessel that is transporting fuel to an affiliate of AES Hawaii to instead deliver such fuel to AES Hawaii at Kalaeloa Barber’s Point Harbor. “
Diversion Event
” means any event that will prevent the arrival and discharge of a nominated coal vessel in sufficient time to permit AES Hawaii to be continuously dispatched according to the terms of this Fuel Supply Protocol without interruption until a subsequent or replacement AES Hawaii coal vessel is expected to be loaded and arrive for discharge at Kalaeloa Barber’s Point Harbor.
|
2.
|
Reporting of Fuel Supply and Dispatch of the Facility
|
2.1.
|
By the 10th Business Day of each calendar month during the Term, AES Hawaii shall provide to HECO a fuel supply report (the “
Fuel Supply Report
”) detailing (a) the projected daily Available Fuel Supply, the projected daily fuel consumption and the projected dates and amounts of fuel deliveries for the subsequent 365-day period (the “
365-Day Projected Fuel Supply
”) and (b) the historical data setting forth the actual daily Available Fuel Supply, the actual daily fuel consumption, the actual dates and amounts of fuel deliveries and the Monthly Average Daily Fuel Supply. In the event a pattern of material inconsistencies in the 365-Day Projected Fuel Supply provided by AES Hawaii is found, as compared to the Monthly Average Daily Fuel Supply for the same month, upon HECO’s request, AES Hawaii shall perform, at AES Hawaii’s expense, a review of their assumptions and formulas used to project the fuel supply and provide HECO with its proposed remedial action plan within 10 Business Days of such request.
|
2.2.
|
Upon receipt of the Fuel Supply Report each month, if the 365-Day Projected Fuel Supply projects that AES Hawaii will have less than 15 days of Available Fuel Supply on any day in such month, then the following provisions shall apply during such month:
|
(a)
|
In addition to providing the Fuel Supply Report on a monthly basis as required under paragraph 2.1 above, AES Hawaii shall also provide to HECO daily updates to the 365-Day Projected Fuel Supply (including updates to the projected daily Available Fuel Supply, projected daily fuel consumption and projected dates and amounts of fuel deliveries) and the expected date that coal will be fully unloaded from the next fuel delivery.
|
(b)
|
If the next delivery of coal is not expected to be on Oahu (unloaded from a ship) before the 9
th
day of projected Available Fuel Supply (
i.e.
, 9 days or less of fuel on Oahu) is reached, then HECO may dispatch the Facility at a lower level to conserve fuel. As a condition precedent to HECO exercising its right to dispatch the Facility at a lower level pursuant to this paragraph 2.2(b), HECO shall consult with AES Hawaii about the situation and use reasonable efforts to accommodate the views of AES Hawaii.
|
(c)
|
If HECO dispatches the Facility at a lower level to conserve fuel pursuant to clause (b) above and HECO obtains Replacement Energy as a result thereof, AES Hawaii shall pay to HECO the difference between HECO’s fuel costs for such Replacement Energy and the energy costs that would have been incurred pursuant to the PPA if the Facility had produced the energy for the period during which the Replacement Energy was obtained;
provided
that for purposes of the foregoing, “
Replacement Energy
” shall mean the difference between (i) the estimate of how the Facility would have been dispatched were it not for the reduction in output necessary to conserve fuel, and (ii) the actual dispatch of the Facility. HECO shall cause any net benefit of such payment to be passed through to its ratepayers.
|
2.3.
|
In accordance with the PPA, HECO has the right to dispatch the Facility anywhere between the maximum and minimum levels specified in the PPA. If HECO dispatches (pursuant to 2.2(b)) or AES Hawaii requests dispatch of the Facility at a lower level (than it would otherwise be dispatched at) because of AES Hawaii’s shortage in fuel supply, such reduction of dispatch shall be considered a derating for purposes of the Capacity Charge, the Fixed O&M Cost component of the Energy Charge, the Equivalent Availability Factor and the Equivalent Forced Outage Rate.
|
2.4.
|
Section 8.1B of the Power Purchase Agreement shall not apply to any derating pursuant to this Exhibit 3.
|
2.5.
|
Pursuant to Section 15.2 of the Power Purchase Agreement, the obligations of AES Hawaii under this Exhibit 3 shall be excused to the extent and for the period that its inability to perform is caused by a Force Majeure event;
provided
that in the case of a Force Majeure event that affects AES Hawaii’s fuel supply (such as the sinking of a coal vessel), such provision shall not apply to the first twenty (20) days of AES Hawaii’s obligations hereunder that are affected by such Force Majeure event.
|
1.
|
Purpose and Explanation.
This Amendment is adopted to implement three changes in plan design. The changes are as follows:
|
a)
|
Eligibility.
Under the current terms of the SDCP, two classes of employee are eligible to participate: Highly Compensated Employees (generally, employees whose W-2 compensation for the preceding Plan Year is equal to at least 120% of the taxable wage base for that year) and Management Employees (generally, employees who possess duties and responsibilities at management level and above). Further, such employees must be specifically selected to participate in the SDCP by the Committee for the SDCP, which is a body appointed by the Board of Directors.
|
b)
|
“SelectMatch”.
The SDCP does not currently provide for employer matching contributions.
|
(i)
|
is the lesser of (x) 4% of the Participant’s SelectMatch Compensation, year-to-date and (y) the sum of the Participant’s Deferral Contributions under the SDCP and elective deferrals under the 401(k) Plan, year-to-date; and
|
(ii)
|
is the amount of the AmeriMatch contributed to the 401(k) Plan for the benefit of the Participant, year-to-date.
|
c)
|
“SelectShare”.
The SDCP does not provide for a non-elective (profit sharing) contribution.
|
(i)
|
is the product of the Participant’s SelectShare Compensation and the percentage of compensation used to determine AmeriShare Contributions under the 401(k) Plan for the Plan Year, and
|
(ii)
|
is the AmeriShare Contribution made to the 401(k) Plan for the benefit of the Participant for the Plan Year.
|
3.
|
Supersession.
This Amendment No. 1 shall supersede the provisions of the SDCP to the extent that those provisions are inconsistent with this Amendment.
|
4.
|
Effective Date.
This Amendment No. 1 is effective for Plan Years beginning on or after January 1, 2010.
|
5.
|
Section 3.1(a) and (b).
Sections 3.1(a) and (b) are amended in their entirety, as follows:
|
(a)
|
(1)
General
. Only employees who are appointed by the Bank to the Leadership Council are eligible to make Deferral Elections and otherwise to benefit under this Plan. Continued eligibility to make Deferral Elections and to benefit under this Plan, year-by-year, shall be conditioned upon a Participant’s continuing to be a member of the Leadership Council.
|
(2)
|
Grandfathered Participants
. Notwithstanding Section 3.1(a)(1), Participants who made Deferral Contributions to this Plan in the 2009 Plan Year but who were not members of the Leadership Council as of January 1, 2010, shall continue to be eligible to participate in this Plan as grandfathered Participants and to make Deferral Contributions to it, subject to the right of the Committee to revoke the eligibility of any of such grandfathered Participant at any time. The Participants who are within the scope of this Section 3.1(a)(2) are identified by name in Appendix 3.1(a)(2), which is attached to the Plan and incorporated herein by this reference.
|
(b)
|
Effective Date of Eligibility to Participate for Newly Eligible Employees
. The effective date of eligibility to participate in this Plan for an employee newly appointed to the Leadership Council shall be the date of such appointment or, in the discretion of the Committee, the start of the Plan Year next following the date on which the employee is appointed to the Leadership Council.
|
6.
|
Appendix 3.1(a)(2).
An appendix shall be added to the SDCP in the following form:
|
7.
|
SelectMatch and SelectShare.
A new Article 4A, which provides for employer matching and non-elective contributions, is added to the SDCP in the form shown in Exhibit A, attached hereto and incorporated herein by this reference.
|
8.
|
Conforming Changes to Plan Definitions and Other Provisions.
|
a)
|
“Leadership Council.”
A definition of “Leadership Council” is added to the SDCP under Article 2, Section 2.1, as follows:
|
b)
|
“Highly Compensated Employee” and “Management Employee.”
The definitions of “Highly Compensated Employee” and “Management Employee” under Article 2, Section 2.1, are struck from the SDCP.
|
c)
|
“Account Balance.”
The definition of “Account Balance” under Article 2, Section 2.1(a), is amended in its entirety, as follows:
|
(a)
|
“Account Balance” shall mean, as of any given date called for under the Plan, the sum of the balances of the Participant’s Deferral Contribution Account, SelectMatch Account, and SelectShare Account as such accounts have been adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 4 of the Plan.
|
d)
|
“Accounts.”
A definition of “Accounts”
is added to the SDCP under Article 2, Section 2.1, as follows:
|
e)
|
“SelectMatch Account.”
A definition of “SelectMatch Account” is added to the SDCP under Article 2, Section 2.1, as follows:
|
f)
|
“SelectShare Account.”
A definition of “SelectShare Account” is added to the SDCP under Article 2, Section 2.1, as follows:
|
g)
|
Replacement of “Deferral Contribution Accounts” with “Accounts.”
The terms, “Deferral Contribution Accounts” and “Deferral Contribution Account”, are replaced with the terms, “Accounts” and “Account”, in any context in which the intent of the former terms is to signify or make reference to all of a Participant’s Accounts in the Plan, including in the following Sections of the SDCP: 2.1(cc), 2.1(ff), 2.1(kk), 4.3, 4.4(b), 4.4(d), 6.1(b), 6.2(a), and 6.3.
|
h)
|
Section 2.1(q).
A new final sentence is added to the definition of “Deferral Agreement” under Section 2.1(q), as follows:
|
i)
|
Section 2.1(ff).
The last sentence of the definition of “Investment Adjustments” under Section 2.1(ff) is replaced with the following sentence:
|
j)
|
Renumbering of subsections of Sections 2.1.
The definitions under Article 2, Section 2.1, are renumbered in accordance with the above additions and deletions.
|
9.
|
Except as modified herein, all the terms and provisions of the SDCP, as amended, shall continue in full force and effect.
|
(a)
|
General
. Each Participant electing to make Deferral Contributions to the Plan for a Plan Year shall be entitled to receive employer matching contributions with respect to such Deferral Contributions. Such employer matching contributions shall be known as the SelectMatch Contributions and shall be made to the Participant’s SelectMatch Account as soon as administratively feasible after the end of each calendar year quarter in a Plan Year. The intent of the SelectMatch is to provide a matching contribution of up to four per cent (4%) of the SelectMatch Compensation elected to be deferred to the Plan by a Participant, year-to-date, offset by the amount of the Participant’s elective deferrals under the American Savings Bank 401(k) Plan (“401(k) Plan”), year-to-date.
|
(b)
|
Amount of SelectMatch Contribution
. The amount of a Participant’s SelectMatch Contribution for a calendar quarter shall be equal to the excess of (i) over (ii), where
|
(i)
|
is the lesser of (x) 4% of the Participant’s SelectMatch Compensation, year-to-date and (y) the sum of the Participant’s Deferral Contributions under this Plan and elective deferrals under the 401(k) Plan, year-to-date; and
|
(ii)
|
is the amount of the AmeriMatch contributed to the 401(k) Plan for the benefit of the Participant, year-to-date.
|
(c)
|
SelectMatch Compensation
. For purposes of this Section 4A.1, “SelectMatch Compensation” means “Compensation” as defined under the 401(k) Plan, modified by the inclusion of Deferral Contributions under this Plan and not limited by the annual limit imposed by Section 401(a)(17) of the Code on compensation that may be taken into account by qualified plans (“401(a)(17) Limit”).
|
(d)
|
Investment Adjustments
. SelectMatch Contributions shall be deemed to include Investment Adjustments thereon, which shall be credited to a Participant’s SelectMatch Account.
|
(e)
|
AmeriMatch Requirements Apply Except for Service Requirement
. A Participant is eligible for a SelectMatch Contribution with respect to a Plan Year only if the Participant has elected to make Deferral Contributions to the Plan for such Plan
|
(f)
|
Salary Deferral Agreement to Control
. Any SelectMatch Contributions made to the Plan for the Participant’s benefit with respect to a Plan Year, together with any Investment Adjustments thereon, shall be subject to the terms of the Participant’s Salary Deferral Agreement for such Plan Year.
|
(a)
|
General
. For each Plan Year with respect to which the Employer makes an AmeriShare Contribution to the 401(k) Plan, the Employer shall make a non-elective contribution to this Plan which shall be known as the SelectShare Contribution. Each Participant eligible to make Deferral Elections with respect to a Plan Year shall be entitled to have a SelectShare Contribution made to the Particpant’s SelectShare Account for such Plan Year. The intent of the SelectShare Contribution is to provide a non-elective contribution under the Plan with respect to compensation which is ineligible to be taken into account for AmeriShare purposes under the 401(k) Plan on account of such compensation’s exceeding the 401(a)(17) Limit or of representing a Deferral Contribution to the SDCP.
|
(b)
|
Amount of SelectShare Contribution
. The SelectShare Contribution allocable to a Participant is equal to the excess of (i) over (ii), where
|
(i)
|
is the product of the Participant’s SelectShare Compensation and the percentage of Compensation used to determine the Participant’s AmeriShare Contribution under the 401(k) Plan for the Plan Year, and
|
(ii)
|
is the amount of the AmeriShare Contribution made to the 401(k) Plan for the benefit of the Participant for the Plan Year.
|
(c)
|
SelectShare Compensation
. For purposes of this Section 4A.2, “SelectShare Compensation” means “AmeriShare Compensation” as defined under the 401(k) Plan, modified by the inclusion of Deferral Contributions under this Plan and not limited by the 401(a)(17) Limit.
|
(d)
|
Investment Adjustments
. SelectShare Contributions shall be deemed to include Investment Adjustments thereon, which shall be credited to a Participant’s SelectShare Account.
|
(e)
|
AmeriShare Requirements Apply
. To be eligible to participate in SelectShare allocations, a Participant must be eligible to participate in AmeriShare allocations as defined under the 401(k) Plan (
i.e.
, must have fulfilled the 6 month service requirement for the AmeriShare and must be employed on the last day of the Plan
|
(f)
|
Deferral Agreements to Control
. Any SelectShare Contributions made to the Plan for the Participant’s benefit with respect to a Plan Year, together with any Investment Adjustments thereon, shall be subject to the Participant’s Salary Deferral Agreement for such Plan Year. If the Participant has not made a Salary Deferral Agreement for such Plan Year, then such SelectShare Contributions, together with any Investment Adjustments thereon, shall be subject to the terms of the first to exist of the following Agreements: the Participant’s Bonus Deferral Agreement for such Plan Year; the Participant’s Commissions Deferral Agreement for such Plan Year; the Participant’s most recently executed Salary Deferral Agreement; the Participant’s most recently executed Bonus Deferral Agreement; and the Participant’s most recently executed Commissions Deferral Agreement.
|
a)
|
Eligibility for SelectShare.
SelectShare is a non-elective contribution under the SDCP. The SelectShare is allocated to employees who have met the requirements for receiving an AmeriShare allocation under the American Savings Bank 401(k) Plan (“401(k) Plan”). The AmeriShare requirements formerly included a certain service requirement. The current language of the SDCP incorporates the AmeriShare service requirement. Effective January 1, 2011, however, the service requirement for the AmeriShare will be eliminated from the 401(k) Plan in order to support the policy of providing timely incentives to employees for current performance. To align the SDCP with both the change in the terms of the 401(k) Plan and the policy underlying that change, it is desirable to eliminate the language from the SDCP which incorporates the old AmeriShare service requirement.
|
b)
|
Installment Option for Distributions.
The trigger for payment of benefits under the SDCP is generally termination of employment, whether through retirement, death, disability, or a voluntary or involuntary termination of employment. At the time that employees elect to participate in the SDCP with respect to a plan year, they must also elect a method for the distribution of their benefits if they terminate employment through retirement. Two options are available to them: a lump sum distribution and an installment option. Participants are not given a choice, however, with respect to distributions made incident to any other termination of employment. All distributions in such cases are automatically made in immediate lump sums. This is often disadvantageous for participants since such distributions are immediately taxable in full. Further, the duty to make such distributions can cause American Savings Bank to incur large and unplanned for expenses. It is therefore desirable to amend the SDCP to permit participants to elect installment payments with respect to distributions made incident to any termination from employment.
|
(d)
|
AmeriShare Requirements Apply
. To be eligible to participate in SelectShare allocations, a Participant must be eligible to participate in AmeriShare allocations, as such eligibility is defined under the 401(k) Plan.
|
(a)
|
Time and Form of Payment
. The portion of the Participant’s Account Balance arising from Deferral Elections made in relation to plan years commencing prior to January 1, 2011 shall be distributed to the Participant in a lump sum payment equal to such portion within thirty (30) days after the Participant’s Benefit Distribution Date or as soon thereafter as is administratively feasible but no later than December 31
st
of the year in which the Termination of Employment occurs. Any portion of the Participant’s Account Balance arising from a Deferral Election made in relation to a plan year commencing on or after January 1, 2011 shall be distributed pursuant to the terms of such Deferral Election. For this purpose, a Participant’s Deferral Election may specify that the portion of the Participant’s Account Balance arising from such Deferral Election shall be distributed in a lump sum as described above or in substantially equal annual payments over a period not to exceed fifteen (15) years. In the case of Specified Employees, any distribution made under this Section 6.4(a) is subject to the restrictions of Section 6.9.
|
(b)
|
Death Prior to Payment of Termination Benefit
. If a Participant dies after his or her Termination of Employment but before the Termination Benefit
|
(a)
|
Time and Form of Payment
. The portion of the Participant’s Account Balance arising from Deferral Elections made in relation to plan years commencing prior to January 1, 2011 shall be distributed to the Participant in a lump sum payment equal to such portion within thirty (30) days after the Participant’s Benefit Distribution Date or as soon thereafter as is administratively feasible but no later than December 31
st
of the year in which the determination of Disability is made. Any portion of the Participant’s Account Balance arising from a Deferral Election made in relation to a plan year commencing on or after January 1, 2011 shall be distributed pursuant to the terms of such Deferral Election. For this purpose, a Participant’s Deferral Election may specify that the portion of the Participant’s Account Balance arising from such Deferral Election shall be distributed in a lump sum as described above or in substantially equal annual payments over a period not to exceed fifteen (15) years.
|
(b)
|
Death Prior to Payment of Termination Benefit
. If a Participant dies after the date on which he or she is determined to have a Disability but before the Disability Benefit is fully paid, the Participant’s unpaid Disability Benefit shall be paid to the Participant’s Beneficiary pursuant to Section 6.7(a) as though the Beneficiary were the Participant.
|
(a)
|
Time and Method for Determining Amount of Installment
. If a Participant has elected installment payments for all or a portion of his or her Account Balance, the initial installment shall be based on the value of such portion, measured as of his her Benefit Distribution Date, and shall be equal to 1/n, where “n” is equal to the total number of annual benefit payments not yet distributed. Subsequent installment payments shall be computed in a consistent fashion, with the measurement date being the anniversary of the original measurement date. In all cases in which payments are made in installments, such payments shall commence within thirty (30) days after the Participant’s Benefit Distribution Date or as soon thereafter as is administratively feasible but no later than December 31
st
of the year in which the Participant’s Benefit Distribution Date occurs.
|
(b)
|
Installment Option Not Available for De Minimis Account Balances
. Notwithstanding anything in this Plan to the contrary, an installment option is not available with respect to any distribution under this Plan unless a Participant’s total Account Balance on the last day of the month following or coincident with the Participant’s date of Termination of Employment, death, Retirement, or determination of Disability exceeds $10,000 (or, if less, the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year in which the Participant’s Benefit Distribution Date occurs ($16,500 for 2011)). For purposes of the preceding sentence, a Participant’s total Account Balance shall be deemed to include benefits payable to the Participant under any account balance plan that must be aggregated with this Plan pursuant to Section 1.409A-1(c)(2)(i)(A) of the Treasury Regulations.
|
(a)
|
General
. Each Participant electing to make Deferral Contributions to the Plan for a Plan Year shall be entitled to receive employer matching contributions which shall be known as “SelectMatch Contributions”. SelectMatch Contributions shall be made to the Participant’s SelectMatch Account as soon as administratively feasible after the end of each calendar quarter in a Plan Year.
|
(b)
|
SelectMatch Compensation
. For purposes of this Section 4A.1, “SelectMatch Compensation” means “Compensation” as defined under the American Savings Bank 401(k) Plan, modified by the inclusion of Deferral Contributions under this Plan and not limited by the annual limit imposed by Section 401(a)(17) of the Code on compensation which may be taken into account by qualified plans (“401(a)(17) Limit”).
|
(c)
|
Amount of SelectMatch Contribution
. The amount of a Participant’s SelectMatch Contribution for a calendar quarter shall be equal to the sum of (i) and (ii), where
|
(i)
|
is equal to the Participant’s Deferral Contributions for the calendar quarter multiplied by 4% and
|
(ii)
|
is equal to the excess, if any, of the Participant’s SelectMatch Compensation for the calendar quarter over the sum of the Participant’s Deferral Contributions for the calendar quarter and one-fourth of the 401(a)(17) Limit for the calendar year, multiplied by 4%.
|
(d)
|
Investment Adjustments
. SelectMatch Contributions shall be deemed to include Investment Adjustments thereon, which shall be credited to a Participant’s SelectMatch Account.
|
(e)
|
Salary Deferral Agreement to Control
. Any SelectMatch Contributions made to the Plan for the Participant’s benefit with respect to a Plan Year, together with any Investment Adjustments thereon, shall be subject to the terms of the Participant’s Salary Deferral Agreement for such Plan Year.
|
(in thousands,
except per share amounts)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Net income for common stock
|
|
$
|
159,877
|
|
|
$
|
168,129
|
|
|
$
|
161,709
|
|
|
$
|
138,705
|
|
|
$
|
137,808
|
|
Weighted-average number of common shares outstanding
|
|
106,418
|
|
|
101,968
|
|
|
98,968
|
|
|
96,908
|
|
|
95,510
|
|
|||||
Adjusted weighted-average number of common shares outstanding
|
|
106,721
|
|
|
102,937
|
|
|
99,623
|
|
|
97,338
|
|
|
95,820
|
|
|||||
Basic earnings per common share
|
|
$
|
1.50
|
|
|
$
|
1.65
|
|
|
$
|
1.63
|
|
|
$
|
1.43
|
|
|
$
|
1.44
|
|
Diluted earnings per common share
|
|
$
|
1.50
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
$
|
1.42
|
|
|
$
|
1.44
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Years ended December 31
|
(1)
|
|
(2)
|
|
(1)
|
|
(2)
|
|
(1)
|
|
(2)
|
||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total interest charges
|
$
|
83,936
|
|
|
$
|
89,284
|
|
|
$
|
83,458
|
|
|
$
|
88,535
|
|
|
$
|
85,315
|
|
|
$
|
90,407
|
|
Interest component of rentals
|
6,065
|
|
|
6,065
|
|
|
6,366
|
|
|
6,366
|
|
|
6,345
|
|
|
6,345
|
|
||||||
Pretax preferred stock dividend requirements of subsidiaries
|
2,977
|
|
|
2,977
|
|
|
2,952
|
|
|
2,952
|
|
|
2,886
|
|
|
2,886
|
|
||||||
Total fixed charges
|
$
|
92,978
|
|
|
$
|
98,326
|
|
|
$
|
92,776
|
|
|
$
|
97,853
|
|
|
$
|
94,546
|
|
|
$
|
99,638
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pretax income from continuing operations
|
$
|
252,898
|
|
|
$
|
252,898
|
|
|
$
|
263,708
|
|
|
$
|
263,708
|
|
|
$
|
247,946
|
|
|
$
|
247,946
|
|
Fixed charges, as shown
|
92,978
|
|
|
98,326
|
|
|
92,776
|
|
|
97,853
|
|
|
94,546
|
|
|
99,638
|
|
||||||
Interest capitalized
|
(3,265
|
)
|
|
(3,265
|
)
|
|
(3,954
|
)
|
|
(3,954
|
)
|
|
(7,097
|
)
|
|
(7,097
|
)
|
||||||
Earnings available for fixed charges
|
$
|
342,611
|
|
|
$
|
347,959
|
|
|
$
|
352,530
|
|
|
$
|
357,607
|
|
|
$
|
335,395
|
|
|
$
|
340,487
|
|
Ratio of earnings to
fixed charges
|
3.68
|
|
|
3.54
|
|
|
3.80
|
|
|
3.65
|
|
|
3.55
|
|
|
3.42
|
|
|
2012
|
|
2011
|
||||||||||||
Years ended December 31
|
(1)
|
|
(2)
|
|
(1)
|
|
(2)
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest charges
|
$
|
83,020
|
|
|
$
|
89,443
|
|
|
$
|
87,592
|
|
|
$
|
96,575
|
|
Interest component of rentals
|
6,493
|
|
|
6,493
|
|
|
4,757
|
|
|
4,757
|
|
||||
Pretax preferred stock dividend requirements of subsidiaries
|
2,943
|
|
|
2,943
|
|
|
2,944
|
|
|
2,944
|
|
||||
Total fixed charges
|
$
|
92,456
|
|
|
$
|
98,879
|
|
|
$
|
95,293
|
|
|
$
|
104,276
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pretax income from continuing operations
|
$
|
217,064
|
|
|
$
|
217,064
|
|
|
$
|
215,686
|
|
|
$
|
215,686
|
|
Fixed charges, as shown
|
92,456
|
|
|
98,879
|
|
|
95,293
|
|
|
104,276
|
|
||||
Interest capitalized
|
(4,355
|
)
|
|
(4,355
|
)
|
|
(2,498
|
)
|
|
(2,498
|
)
|
||||
Earnings available for fixed charges
|
$
|
305,165
|
|
|
$
|
311,588
|
|
|
$
|
308,481
|
|
|
$
|
317,464
|
|
Ratio of earnings to fixed charges
|
3.30
|
|
|
3.15
|
|
|
3.24
|
|
|
3.04
|
|
(1)
|
Excluding interest on ASB deposits.
|
(2)
|
Including interest on ASB deposits.
|
Years ended December 31
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total interest charges
|
$
|
67,178
|
|
|
$
|
66,132
|
|
|
$
|
64,130
|
|
|
$
|
62,056
|
|
|
$
|
60,031
|
|
Interest component of rentals
|
3,060
|
|
|
3,244
|
|
|
2,793
|
|
|
2,690
|
|
|
2,152
|
|
|||||
Pretax preferred stock dividend requirements of subsidiaries
|
1,443
|
|
|
1,444
|
|
|
1,421
|
|
|
1,467
|
|
|
1,468
|
|
|||||
Total fixed charges
|
$
|
71,681
|
|
|
$
|
70,820
|
|
|
$
|
68,344
|
|
|
$
|
66,213
|
|
|
$
|
63,651
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Hawaiian Electric
|
$
|
136,794
|
|
|
$
|
138,721
|
|
|
$
|
124,009
|
|
|
$
|
100,356
|
|
|
$
|
101,066
|
|
Fixed charges, as shown
|
71,681
|
|
|
70,820
|
|
|
68,344
|
|
|
66,213
|
|
|
63,651
|
|
|||||
Income taxes
|
79,422
|
|
|
80,725
|
|
|
69,117
|
|
|
61,048
|
|
|
61,584
|
|
|||||
Interest capitalized
|
(3,265
|
)
|
|
(3,954
|
)
|
|
(7,097
|
)
|
|
(4,355
|
)
|
|
(2,498
|
)
|
|||||
Earnings available for fixed charges
|
$
|
284,632
|
|
|
$
|
286,312
|
|
|
$
|
254,373
|
|
|
$
|
223,262
|
|
|
$
|
223,803
|
|
Ratio of earnings to fixed charges
|
3.97
|
|
|
4.04
|
|
|
3.72
|
|
|
3.37
|
|
|
3.52
|
|
(1)
|
I have reviewed this report on Form 10-K for the year ended December 31, 2015 of Hawaiian Electric Industries, Inc. (“registrant”);
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2016
|
|
|
/s/ Constance H. Lau
|
|
Constance H. Lau
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the year ended December 31, 2015 of Hawaiian Electric Industries, Inc. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2016
|
|
|
/s/ James A. Ajello
|
|
James A. Ajello
|
|
Executive Vice President and Chief Financial Officer
|
|
|
1.
|
I have reviewed this report on Form 10-K for the year ended December 31, 2015 of Hawaiian Electric Company, Inc. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2016
|
|
|
/s/ Alan M. Oshima
|
|
Alan M. Oshima
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the year ended December 31, 2015 of Hawaiian Electric Company, Inc. (“registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2016
|
|
|
/s/ Tayne S. Y. Sekimura
|
|
Tayne S. Y. Sekimura
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; as amended, and
|
(2)
|
The consolidated information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of HEI and its subsidiaries as of, and for, the periods presented in this report.
|
/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
|
|
|
|
(1)
|
The Hawaiian Electric Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; as amended, and
|
(2)
|
The Hawaiian Electric information contained in the Hawaiian Electric Report fairly presents, in all material respects, the financial condition and results of operations of Hawaiian Electric and its subsidiaries as of, and for, the periods presented in this report.
|
/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
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Business experience for last 5 years and prior positions
with Hawaiian Electric and its affiliates |
Alan M. Oshima
|
68
|
Hawaiian Electric President and Chief Executive Officer since 10/14
Hawaiian Electric Director, 2008 to 10/11 and since 10/14
HEI Charitable Foundation President since 10/11
· Hawaiian Electric Senior Executive Officer on loan from HEI, 5/14 to 9/14
· HEI Executive Vice President, Corporate and Community Advancement, 10/11 to 5/14
· Prior to joining the Company: AMO Consulting, Owner and Principal, 2008-10/11;
Hawaiian Telcom Communications, Inc. (Hawaiian Telcom), Senior Advisor,
2008-10
|
Jimmy D. Alberts
|
55
|
Hawaiian Electric Senior Vice President, Customer Service since 8/12
· Prior to joining the Company: Kansas City Power & Light, Vice President – Customer Service, 2007-12
|
Susan A. Li
|
58
|
Hawaiian Electric Senior Vice President, General Counsel, Chief Compliance and Administrative Officer and Corporate Secretary since 12/15
· Hawaiian Electric Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, 12/13 to 12/15 · Hawaiian Electric Vice President, General Counsel, 10/07 to 12/13 · Hawaiian Electric Manager, Legal, 5/98 to 10/07
· Hawaiian Electric Associate General Counsel, 3/90 to 5/98
|
Stephen M. McMenamin
|
60
|
Hawaiian Electric Senior Vice President and Chief Information Officer since 9/09
· Prior to being appointed to his current officer position at Hawaiian Electric, served as a full-time consultant to Hawaiian Electric in an acting chief information officer capacity from 6/09 to 9/09 and as a part-time information services consultant to Hawaiian Electric from 3/09 to 5/09
|
Tayne S. Y. Sekimura
|
53
|
Hawaiian Electric Senior Vice President and Chief Financial Officer since 9/09
· Hawaiian Electric Senior Vice President, Finance and Administration, 2/08 to 9/09 · Hawaiian Electric Financial Vice President, 10/04 to 2/08 · Hawaiian Electric Assistant Financial Vice President, 8/04 to 10/04 · Hawaiian Electric Director, Corporate & Property Accounting, 2/01 to 8/04 · Hawaiian Electric Director, Internal Audit, 7/97 to 2/01 · Hawaiian Electric Capital Budgets Administrator, 5/93 to 7/97 · Hawaiian Electric Capital Budgets Supervisor, 10/92 to 5/93 · Hawaiian Electric Auditor (internal), 5/91 to 10/92 |
Name
|
Age
|
Business experience for last 5 years and prior positions
with Hawaiian Electric and its affiliates |
Jay M. Ignacio
|
56
|
Hawaii Electric Light President and Senior Operations Advisor to the Hawaiian Electric President and Chief Executive Officer since 8/15
· Hawaii Electric Light President, 3/08 to 8/15
· Hawaii Electric Light Manager, Distribution and Transmission, 11/96 to 3/08 · Hawaii Electric Light Superintendent, Construction & Maintenance, 4/94 to 11/96 · Hawaii Electric Light Electrical Engineer, 4/90 to 4/94 |
Sharon M. Suzuki
|
57
|
Maui Electric President since 5/12
· Maui Electric CIS Project Resource Manager, 8/11 to 5/12 · Maui Electric Manager, Renewable Energy Services, 3/08 to 5/12 · Maui Electric Manager, Customer Service, 5/04 to 3/08 · Hawaiian Electric Director, Customer Account Services, 8/02 to 5/04 · Hawaiian Electric Residential Energy Efficiency Program Manager, 5/00 to 8/02 · Hawaiian Electric Commercial and Industrial Energy Efficiency Program
Manager, 6/96 to 5/00
· Hawaiian Electric Demand-Side Management Analyst, 7/92 to 6/96 |
•
|
Retired Chairman, Oceanic Time Warner Cable Advisory Board, since 2004
|
•
|
Director, HEI (parent company of Hawaiian Electric), 1996-2011
|
•
|
Director, American Savings Bank, F.S.B. (ASB) (Hawaiian Electric affiliate), 2004-11
|
•
|
38 years of executive and finance management experience, including service as President and Vice President, Finance of Oceanic Cable.
|
•
|
Experience with oversight of executive compensation, compensation programs and finance matters from current or past service as Chair of the Compensation Committee for Island Insurance Company, Ltd., as a member of the Compensation Committees of HEI and Pacific Guardian Life, and as a member of the ASB Audit Committee.
|
•
|
In-depth knowledge of issues facing Hawaiian Electric gained from 15 years as a director for Hawaiian Electric’s parent company, HEI.
|
•
|
Strong understanding of concerns of the communities Hawaiian Electric serves from his lengthy career with Oceanic Cable, which serves the same communities.
|
•
|
Chairman of the Board and Compensation and Governance Committee Member, Huntington Ingalls Industries (military shipbuilder), since 2011
|
•
|
Owner, Fargo Associates, LLC (defense and homeland/national security consultancy), since 2005
|
•
|
CEO, Hawaii Superferry, Inc. (interisland ferry), 2008-09
|
•
|
President, Trex Enterprises Corporation (defense research and development firm), 2005-08
|
•
|
Commander, U.S. Pacific Command, 2002-05
|
•
|
Director since 2005 and Compensation Committee Chair and Nominating and Corporate Governance Committee Member, HEI (parent company of Hawaiian Electric)
|
•
|
Director and Compensation and Nominating and Corporate Governance Committee member, The Greenbrier Companies, since 2015
|
•
|
Director and Audit Committee Member, Matson, Inc., since 2012
|
•
|
Director, Alexander & Baldwin, Inc., 2011-12
|
•
|
Director, Northrop Grumman Corporation, 2008-11
|
•
|
Extensive knowledge of the U.S. military, a major customer of Hawaiian Electric and its subsidiaries and a key driver of Hawaii's economy.
|
•
|
Leadership, strategic planning and financial and non-financial risk assessment skills developed over 39 years of leading 9 organizations ranging in size from 130 to 300,000 people and managing budgets up to $8 billion.
|
•
|
Experience with corporate governance, including audit, compensation and governance matters, from service on several public and private company boards.
|
•
|
Co-CEO, Portland General Electric Company (PGE), 2009
|
•
|
President and CEO, PGE, 2000-08
|
•
|
Director and Audit Committee Member, HEI (parent company of Hawaiian Electric), since 2011
|
•
|
Chairman of the Board and of the Risk and Governance and Executive Committees since 2012 and director since 2009, Umpqua Holdings Corporation (publicly traded bank holding company)
|
•
|
Director, PGE, 1998-2012
|
•
|
35 years of executive leadership, financial oversight and utility operations experience from serving at PGE in senior officer positions, including Chief Operating Officer, President and CEO.
|
•
|
Environmental and renewable energy expertise from managing PGE’s environmental department, overseeing initiatives that improved fish passage on multiple Oregon rivers, supervising the construction and integration into PGE’s grid of wind and solar projects, and leading PGE to be ranked #1 by the National Renewable Energy Laboratory for selling more renewable power to residential customers than any other utility in the U.S. for several years during her tenure as PGE’s CEO.
|
•
|
Proven management, leadership and analytical skills, including crisis management, risk assessment, strategic planning and public relations skills.
|
•
|
Expertise in financial oversight, regulatory compliance and corporate governance from serving as President (1997-2000), CEO (2000-08) and Chair (2001-04) of PGE, as a past director for the Portland Branch of the Federal Reserve Bank of San Francisco and as a director and committee member for several private and public companies, including Umpqua Holdings Corporation.
|
•
|
Chief Consumer Officer, Hawaii Medical Service Association (leading health insurer in Hawaii), since 2011
|
•
|
President and CEO, Bishop Museum (largest museum in the Pacific), 2007-11
|
•
|
Executive management, leadership and strategic planning skills developed over three decades as a businessperson and lawyer and currently as Chief Consumer Officer of Hawaii Medical Service Association (HMSA).
|
•
|
Business, regulatory, financial stewardship and legal experience from his prior roles as President and CEO of the Bishop Museum, Chief Operating Officer for the Estate of Samuel Mills Damon (former private trust with assets valued at over $900 million prior to its dissolution), Chairperson of the Hawaii State Board of Land and Natural
|
•
|
Corporate governance knowledge and familiarity with financial oversight and fiduciary responsibilities from overseeing the HMSA Internal Audit department, from his prior service as a director for The Gas Company LLC (now Hawaii Gas) and his current service as a trustee of the Parker Ranch Foundation Trust (charitable trust with assets valued at over $350 million), as a director and Audit Committee Chair for Parker Ranch, Inc., as a director and Audit Committee member for Grove Farm Company, Inc. (privately-held community and real estate development firm operating on the island of Kauai) and on the board of Kualoa Ranch, Inc. (private ranch in Hawaii offering tours and activity packages to the public).
|
•
|
President and Chief Operating Officer, Hawaii Community Foundation (statewide charitable foundation), since 2016
|
•
|
Chief Operating Officer, Pacific Links Hawaii LLC (golf course owner, developer and operator), 2011-15
|
•
|
Principal, The KANE Group LLC (Hawaii-based company focused on land and financing matters for planned community infrastructure and general business development), since 2010
|
•
|
Trustee, Kamehameha Schools ($10 billion Native Hawaiian trust with more than 397,000 acres of land holdings in Hawaii), since 2009
|
•
|
Chairman/Director, Department of Hawaiian Home Lands, 2003-09
|
•
|
Executive management, leadership and strategic planning skills from prior service as Chief Operating Officer of Pacific Links Hawaii and Trustee of Kamehameha Schools and from prior role as Chairman/Director of the Department of Hawaiian Home Lands.
|
•
|
Finance and investment expertise gained through oversight of $10 billion asset portfolio as trustee of Kamehameha Schools and through spearheading bond transactions as Chairman/Director of Department of Hawaiian Home Lands.
|
•
|
Experience managing complex capital expenditure projects from overseeing development of master planned communities and from managing annual $150 million capital improvement budget for the Department of Hawaiian Home Lands.
|
•
|
Skilled in government affairs, policy development, public relations and crisis management from prior service as Chairman/Executive Director of the Hawaii Republican Party.
|
•
|
Managing Partner, BlackSand Capital, LLC (real estate investment firm), since 2010
|
•
|
President and CEO, Kobayashi Group, LLC, 2001-10, and Partner, since 2001
|
•
|
Vice President, Nikken Holdings, LLC, 2003-10
|
•
|
From his leadership of BlackSand Capital, LLC and Kobayashi Group, LLC, Hawaii-based real estate development firms he co-founded, extensive experience with planning, financing and leading large real estate development projects ranging from office buildings to a luxury residential high-rise in downtown Honolulu, Hawaii to a country club on the island of Maui, and experience with executive management, marketing and government relations.
|
•
|
Organizational governance and financial oversight experience from his current service as a trustee for a mutual fund (Hawaiian Tax Free Trust, from the Aquila Group of Funds) and the Shane Victorino Foundation, and past board experience with the East-West Center Foundation, the Nature Conservancy of Hawaii and the GIFT Foundation of Hawaii, which he co-founded.
|
•
|
President and CEO and Director, HEI (parent company of Hawaiian Electric), since 2006
|
•
|
Director, ASB Hawaii (affiliate of Hawaiian Electric), since 2006
|
•
|
Chairman of the Board since 2006 and Risk Committee member since 2012, ASB (affiliate of Hawaiian Electric)
|
•
|
Chairman of the Board and CEO, ASB, 2008-10
|
•
|
Chairman of the Board, President and CEO, ASB, 2006-08
|
•
|
President and CEO and Director, ASB, 2001-06
|
•
|
Senior Executive Vice President and Chief Operating Officer and Director, ASB, 1999-2001
|
•
|
Treasurer, HEI, 1989-99
|
•
|
Financial Vice President & Treasurer, HEI Power Corp. (former affiliate of Hawaiian Electric), 1997-99
|
•
|
Treasurer, Hawaiian Electric, and Assistant Treasurer, HEI, 1987-89
|
•
|
Assistant Corporate Counsel, Hawaiian Electric, 1984-87
|
•
|
Director, HEI, 2001-04 and since 2006
|
•
|
Director, Audit Committee Chair and Nominating and Corporate Governance Committee Member, Matson, Inc., since 2012
|
•
|
Director, Alexander & Baldwin, Inc., 2004-12
|
•
|
Intimate understanding of the Company from serving in various chief executive, chief operating and other executive, finance and legal positions at HEI and its operating subsidiaries for more than 30 years.
|
•
|
Familiarity with current management and corporate governance practices from her current service as a director, Audit Committee Chair and Nominating and Corporate Governance Committee member for Matson, Inc. and as a director and Underwriting Committee chair for AEGIS Insurance Services, Inc.
|
•
|
Experience with financial oversight and expansive knowledge of the Hawaii business community and the local communities that comprise the Company’s customer bases from serving as a director for various local industry, business development, educational and nonprofit organizations.
|
•
|
Utility industry knowledge from serving as a director or task force member of the Edison Electric Institute, Electric Power Research Institute and federal Electricity Subsector Coordinating Council.
|
•
|
Nationally recognized leader in the fields of infrastructure and energy, demonstrated by her appointment by President Obama to chair the National Infrastructure Advisory Council, membership on the federal Electricity Subsector Coordinating Council, and her naming as a C3E Energy Ambassador by the U.S. Department of Energy.
|
•
|
President and CEO, Hawaiian Electric, since October 2014
|
•
|
President, HEI Charitable Foundation (affiliate of Hawaiian Electric), since 2011
|
•
|
Senior Executive Officer on loan from HEI (parent company of Hawaiian Electric) to Hawaiian Electric, May-September 2014
|
•
|
Executive Vice President, Corporate and Community Advancement, HEI, 2011-May 2014
|
•
|
Deep understanding of Hawaiian Electric from his prior service on the Company's board and from his roles as HEI Executive Vice President, Corporate and Community Advancement and President, HEI Charitable Foundation, and from his service as a loaned executive to Hawaiian Electric from May to October 2014.
|
•
|
More than three decades of public utilities regulatory experience in Hawaii, including through overseeing regulatory matters for Hawaiian Telcom, and from his years of private law practice, in which he specialized in public utility regulation and was named one of America’s Best Lawyers in public utility law.
|
•
|
Longstanding involvement in and knowledge of the communities Hawaiian Electric and its subsidiaries serve, having served on the boards of several community organizations and having worked for many years to strengthen public education in Hawaii, including through his service as Chairman of Hawaii 3Rs, a director of The Learning Coalition, a director of Hawaii Institute of Public Affairs, and a Hawaii commissioner on the Education Commission of the States.
|
•
|
Experienced in executive management from his service on the boards of Hawaiian Electric and Hawaiian Telcom and from his executive roles at Hawaiian Telcom and HEI, and skilled in complex change management, having served as Senior Advisor to Hawaiian Telcom and a member of the Hawaiian Telcom special independent board committee that oversaw the company’s plan of reorganization and successful emergence from reorganization proceedings in 2010.
|
•
|
CEO, Hawaii Community Foundation (statewide charitable foundation), since 2016
|
•
|
President and CEO, Hawaii Community Foundation, 1998 - 2015
|
•
|
Director since 1993 and Nominating and Corporate Governance Committee Chair, HEI (parent company of Hawaiian Electric)
|
•
|
Executive management experience with responsibility for overseeing more than $500 million in charitable assets through his leadership of the Hawaii Community Foundation.
|
•
|
Proficiency in risk assessment, strategic planning and organizational leadership as well as marketing and public relations obtained from his current position at the Hawaii Community Foundation and his prior experience as Vice President and Executive Director of the Asia/Pacific Region for The Nature Conservancy and as Founder, Managing Partner and Director of Sunrise Capital Inc.
|
•
|
Knowledge of corporate and nonprofit governance issues gained from his prior service as a director for Grove Farm Company, Inc. and the Independent Sector, his current service on boards of the Stupski Foundation and the Hawaii Leadership Forum, and through publishing articles and lecturing on governance of tax-exempt organizations.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
*
|
Ms. Wong retired on December 30, 2015.
|
•
|
Pay should reflect Company performance, particularly over the long-term,
|
•
|
Compensation programs should align executive interests with those of our shareholders, customers and employees,
|
•
|
Programs should be designed to attract, motivate and retain talented executives who can drive the Company’s success, and
|
•
|
The cost of programs should be reasonable while maintaining their purpose and benefit.
|
•
|
Hawaiian Electric net income, clearing the interconnection queue, development of an electric vehicle program, integrated demand response, safety, customer satisfaction and reliability were the 2015 annual incentive performance metrics for Hawaiian Electric named executive officers.
|
•
|
Long-term incentives comprise a significant portion of each Hawaiian Electric named executive officer’s pay opportunity. For the three-year period that ended December 31, 2015, other than for Mr. Oshima, the Hawaiian Electric named executive officer performance metrics were HEI total shareholder return (TSR) relative to the Edison Electric Institute Index (HEI Relative TSR), Hawaiian Electric three-year return on average common equity (ROACE) as a percentage of the ROACE allowed by the Hawaii Public Utilities Commission (PUC) for the period, and Hawaiian Electric three-year average net income. Mr. Oshima was an HEI employee and not a Hawaiian Electric executive when his 2013-15 LTIP award was determined. Accordingly, HEI's metrics and goals were applied to Mr. Oshima for the 2013-15 LTIP. For Mr. Oshima's performance metrics, see the table under "2013-15 Performance Metrics, Goals and Results" below.
|
•
|
Engages in extensive deliberations in meetings held over several months
|
•
|
Consults with its independent compensation consultant during and outside of meetings
|
•
|
Focuses on Hawaiian Electric’s long-term strategy and nearer-term goals to achieve that strategy in setting performance metrics and goals
|
•
|
Reviews tally sheets for each named executive officer to understand how the elements of compensation relate to each other and to the compensation package as a whole (the tally sheets include fixed and variable compensation, minimal perquisites and change in pension value and also show historical compensation)
|
•
|
Examines data and analyses prepared by its independent compensation consultant concerning peer group selection, comparative compensation data and evolving best practices
|
•
|
Reviews Hawaiian Electric performance and discusses assessments of the individual performance of senior members of management
|
•
|
Analyzes the reasonableness of incentive payouts in light of the long-term benefits to all stakeholders
|
•
|
Considers trends in payouts to determine whether incentive programs are working effectively
|
•
|
Reviews risk assessments conducted by the HEI and Hawaiian Electric Enterprise Risk Management functions to determine whether compensation programs and practices carry undue risk
|
•
|
Financial performance objectives for the annual incentive program are linked to Board-approved budget guidelines, and nonfinancial measures (such as customer satisfaction, safety, integrated demand response and renewable energy initiatives) are aligned with the interests of all Hawaiian Electric stakeholders.
|
•
|
An executive compensation recovery policy (“clawback policy”) permits recoupment of performance-based compensation paid to executives found personally responsible for fraud, gross negligence or intentional misconduct that causes a significant restatement of Hawaiian Electric’s financial statements.
|
•
|
Financial opportunities under long-term incentives are greater than those under annual incentives, emphasizing the importance of long-term outcomes.
|
•
|
Share ownership and retention guidelines requiring Mr. Oshima to hold certain amounts of HEI Common Stock ensure that Hawaiian Electric’s chief executive has a substantial personal stake in the long-term performance of Hawaiian Electric and HEI. The guidelines specific to Mr. Oshima are discussed in "Share ownership and retention are required throughout employment with the Company" in in HEI's 2016 Proxy Statement.
|
•
|
Long-term incentive plan payouts are 100% equity based, so executives share in the same upside potential and downside risk as all HEI shareholders. In light of the pending merger with NextEra Energy, Inc., the Committee decided to provide for the 2015-17 LTIP to be settled in cash in lieu of equity. The Committee determined that the Company’s stock price might be affected at least in part by merger considerations that are unrelated to the Company’s performance and that, as a result, the compensatory goals of the LTIP would be better served by a cash settlement.
|
•
|
Annual grants of RSUs and long-term incentives vest over a period of years to encourage sustained performance.
|
•
|
Performance-based plans use a variety of financial (e.g., net income, return on average common equity) and nonfinancial performance metrics (e.g., customer satisfaction, safety, integrated demand response and renewable energy initiatives) that correlate with long-term value creation for all stakeholders and are impacted by management decisions.
|
•
|
The Hawaiian Electric Board and HEI Compensation Committee continuously monitor risks faced by the enterprise, including through management presentations at quarterly meetings and through periodic written reports from management.
|
Compensation Element
|
Summary
|
Objectives
|
Base Salary
|
Fixed level of cash compensation, which may vary from peer group median based on performance, experience, responsibilities and other factors.
|
Attract and retain talented executives by providing competitive fixed cash compensation.
|
Annual Performance-Based Incentives
|
Variable cash award based on achievement of pre-set performance goals for the year. Award opportunity is a percentage of base salary. Performance below threshold levels yields no incentive payment.
|
Drive achievement of key business results linked to long-term strategy and reward executives for their contributions to such results.
Balance compensation cost and return by paying awards based on performance.
|
Long-Term Performance-Based Incentives
|
Variable equity* award based on meeting pre-set performance objectives over a 3-year period. Award opportunity is a percentage of base salary. Performance below threshold levels yields no incentive payment.
|
Motivate executives and align their interests with those of all stakeholders, including shareholders, by promoting long-term value growth and by paying awards in the form of equity.
Balance compensation cost and return by paying awards based on performance.
|
Annual Restricted Stock Unit (RSU) Grants
|
Annual equity grants in the form of RSUs that vest in equal installments over 4 years. Amount of grant is a percentage of base salary.
|
Promote alignment of executive and shareholder interests by ensuring executives have significant ownership of HEI stock.
Retain talented leaders through multi-year vesting.
|
Benefits
|
Includes defined benefit pension plans and retirement savings plan, deferred compensation plans, minimal perquisites and an executive death benefit plan (now frozen).
|
Enhance total compensation with meaningful and competitive benefits that promote peace of mind and contribute to financial security.
|
|
Base Salary
($)
|
|
Annual Incentive
(Target Opportunity 1 as % of Base Salary) |
|
Long-term Incentive
(Target Opportunity 1 as % of Base Salary) |
|
Restricted Stock Units (Grant Value as % of Base Salary)
|
||||||
Name
|
2014
|
2015
|
|
2014
|
2015
|
|
2014-16
|
2015-17
|
|
2014
|
2015
|
||
Alan M. Oshima
2
|
550,000
3
|
|
566,500
|
|
|
50/75
4
|
same (75)
|
|
55
|
90
5
|
|
45
|
50
|
Tayne S. Y. Sekimura
|
322,000
|
|
332,000
|
|
|
50
|
same
|
|
45
|
same
|
|
35
|
same
|
Stephen M. McMenamin
|
300,000
|
|
305,000
|
|
|
45
|
same
|
|
45
|
same
|
|
35
|
same
|
Jimmy D. Alberts
|
250,000
|
|
255,000
|
|
|
45
|
same
|
|
45
|
same
|
|
35
|
same
|
Jay M. Ignacio
6
|
231,000
|
|
255,417
|
|
|
45
|
same
|
|
45
|
same
|
|
35
|
same
|
Patricia U. Wong
|
310,000
|
|
315,000
|
|
|
45
|
same
|
|
45
|
same
|
|
35
|
same
|
1
|
The threshold and maximum opportunities are 0.5 times target and 2 times target, respectively.
|
2
|
Mr. Oshima was appointed as Hawaiian Electric President and Chief Executive Officer effective October 1, 2014.
|
3
|
The Committee set Mr. Oshima's base salary at $550,000 upon his promotion to Hawaiian Electric President & CEO effective October 1, 2014. Prior to that and from January 1, 2014 to May 18, 2014, Mr. Oshima's base salary while at HEI was $331,000 and from May 19, 2014 to September 30, 2014, his salary as a Hawaiian Electric senior executive on loan from HEI was $386,580.
|
4
|
Mr. Oshima's target annual incentive opportunity increased from 50% to 75% upon his promotion to Hawaiian Electric President & CEO in October 2014.
|
5
|
Mr. Oshima's target long-term incentive opportunity was increased from 55% to 90% for 2015 to increase the proportion of his long-term incentive opportunities tied to performance and to be at levels closer to long-term incentive opportunities for similar positions at comparable companies.
|
6
|
Mr. Ignacio's base salary was set at $245,000 effective as January 1, 2015 and was subsequently increased to $270,000 effective as of August 3, 2015, when the role of Senior Operations Advisor to the Hawaiian Electric President and CEO was added to his existing responsibilities as President of Hawaii Electric Light. The $255,417 base salary amount for 2015 included in the table above is the prorated amount for the 2015 year.
|
2015 Annual Incentive
|
|
Goals
|
2015
|
||||
Performance Metrics & Why We Use Them
|
Weight-ing
|
Threshold
|
Target
|
Maximum
|
Results
|
||
Net Income
1
focuses on fundamental earnings growth, which correlates to shareholder value and supports reinvestment in the utility.
|
45%
|
$125.2M
|
$139.1M
|
$153.0M
|
$143.9M
|
||
Clear Interconnection Queue
2
encourages greater integration of customer sited solar.
|
10%
|
Clear 98% of Oahu NEM queue as of 10/22/14, by 12/31/15
|
Clear 90% of Oahu NEM queue as of 10/22/14, by 4/30/15
|
Clear 98% of Oahu NEM queue as of 10/22/14, by 9/30/15
|
Maximum
|
||
EV Program
3
focuses on reducing fossil fuel use and managing EV impact to (customer) grid services.
|
10%
|
Establish business model group to develop an electrification of transportation business plan by 3/31/15
|
Submit business plan for the electrification of transportation business to Board by 8/31/15
|
Obtain PUC approval for implementing an electrification of transportation business plan that includes products, services, and tariffs by 12/1/15
|
Target
|
||
Integrated Demand Response
4
promotes expansion of customer options for renewable energy and lower customer bills.
|
10%
|
Develop program by incorporating feedback from the Request For Information to promote vendor participation and a variety of vendor approaches by 5/1/15
|
Procure services from collaborators or service providers, and work with customers to operationalize demand response technologies by 7/1/15
|
Roll out customer demand response programs by 12/24/15
|
Target
|
||
Safety
5
rewards improvements in workplace safety, promoting employee wellbeing and reducing expense.
|
5%
|
1.28 TCIR
|
1.16 TCIR
|
1.05 TCIR
|
2.26
|
||
Customer Satisfaction
6
focuses on improving the customer experience through all points of contact with the utility.
|
10%
|
62
|
64
|
68
|
61
|
||
System Average Interruption Duration Index (SAIDI)
7
promotes system reliability for customers.
|
10%
|
120 minutes
|
115 minutes
|
110 minutes
|
135 minutes
|
1
|
Net Income represents Hawaiian Electric’s consolidated non-GAAP core net income for 2015. Non‑GAAP core net income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2015 described below under "Adjustments for
|
2
|
Clearing the Interconnection Queue represents resolution of technical issues to allow greater integration of customer sited solar, while maintaining the reliability standards necessary to maintain grid integrity.
|
3
|
Electric Vehicle Program is based on reducing reliance on fossil fuel in the transportation sector and actively manage electric drive vehicles’ impact to (customer) grid services.
|
4
|
Integrated Demand Response is based on expanding customer options for renewable energy and lowering customer bills.
|
5
|
Safety is measured by consolidated Total Cases Incident Rate (TCIR), a standard measure of employee safety. TCIR equals the number of Occupational Safety and Health Administration recordable cases as of 12/31/15 × 200,000 productive hours divided by productive hours for the year. The lower the TCIR the better.
|
6
|
Customer Satisfaction is measured on a consolidated basis and is based on customer surveys conducted by a third party vendor.
|
7
|
SAIDI is measured by the average outage duration for each customer served, exclusive of catastrophic events.
|
Name
|
2015 Annual Incentive Payout ($)
|
||
Alan M. Oshima
|
$
|
427,168
|
|
Tayne S. Y. Sekimura
|
166,896
|
|
|
Stephen M. McMenamin
|
137,991
|
|
|
Jimmy D. Alberts
|
115,369
|
|
|
Jay M. Ignacio
|
115,596
|
|
|
Patricia U. Wong
|
142,515
|
|
2015-17 Long-Term Incentive
|
|
Goals
|
||
Performance Metrics & Why We Use Them
|
Weighting*
|
Threshold
|
Target
|
Maximum
|
HEI 3-year Average Annual EPS Growth
1
promotes shareholder value by focusing on EPS growth over a three-year period.
|
50%
|
2.2%
|
3.5%
|
4.5%
|
3-year ROACE as a %
of Allowed Return
2
measures Hawaiian Electric’s performance in attaining the level of ROACE it is permitted to earn by its regulator. The focus on ROACE encourages improved return compared to the cost of capital.
|
50%
|
73%
|
83%
|
93%
|
*
|
The same weightings apply to all named executive officers.
|
1
|
HEI 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year's (2015, 2016 and 2017) EPS percentage growth over the EPS of the prior year and dividing that sum by three.
|
2
|
3-year ROACE as a % of Allowed Return is Hawaiian Electric's consolidated average ROACE for the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric, Maui Electric and Hawaii Electric Light as determined by the PUC for the same period.
|
Name
|
2013-15 Target Opportunity
**
(as % of Base Salary)
|
Alan M. Oshima*
|
55%
|
Tayne S. Y. Sekimura
|
45%
|
Stephen M. McMenamin
|
45%
|
Jimmy D. Alberts
|
45%
|
Jay M. Ignacio
|
45%
|
Patricia U. Wong
|
45%
|
*
|
Mr. Oshima was an HEI employee when the 2013-15 target opportunities were established. Accordingly, the target opportunity established for Mr. Oshima at that time applied to him for the 2013-15 LTIP.
|
**
|
The threshold and maximum opportunities were 0.5 times target and 2 times target, respectively.
|
2013-15 Long-Term Incentive
|
|
Goals**
|
2013-15
|
||
Performance Metrics** & Why We Use Them
|
Weighting*
|
Threshold
|
Target
|
Maximum
|
Results
|
All named executive officers
|
|
|
|
|
|
HEI Relative TSR
1
compares the value created for HEI
shareholders to that created by other investor-owned electric companies (EEI Index).
|
50%
|
30
th
percentile
|
50
th
percentile
|
75
th
percentile
|
22
nd
percentile
|
Mr. Oshima only
|
|
|
|
|
|
HEI 3‑year Avg. Net Income
2
focuses on fundamental earnings growth, which correlates to shareholder value.
|
25%
|
$168M
|
$190M
|
$206M
|
$180M***
|
HEI 3‑year ROACE
3
measures profitability based on net income returned as a % of average common equity.
|
25%
|
9.0%
|
9.9%
|
10.3%
|
10.0%
|
All named executive officers other than Mr. Oshima
|
|
|
|
|
|
3-year ROACE as a % of Allowed Return
4
measures Hawaiian Electric’s performance in attaining the level of ROACE it is permitted to earn by its regulator.
|
25%
|
74%
|
84%
|
94%
|
85%
|
3-year Avg. Net Income
5
focuses on Hawaiian Electric’s fundamental earnings growth, which correlates to shareholder value and supports reinvestment in the utility.
|
25%
|
$136.5M
|
$147.1-156.2M
|
$166.8M
|
$136.5M
|
*
|
The same weightings apply to all named executive officers.
|
**
|
Mr. Oshima was an HEI employee and not a Hawaiian Electric executive when his 2013-15 LTIP award was determined. Accordingly, HEI's metrics and goals were applied to Mr. Oshima for the 2013-15 LTIP.
|
***
|
The Committee determined to correct a prior ministerial error with a $2 million adjustment to HEI’s actual net income for purposes of measuring HEI’s 2013, 2014 and 2015 net income performance under the 2013-15 LTIP. At the February 4, 2013 Committee meeting, the Committee approved a $2 million lower (than budget) ASB average net income target (average annual net income of $59 million per 2013-2015 budget) with respect to the 2013-15 LTIP. ASB also reduced its corresponding minimum and maximum goals as well. The $2 million target reduction at ASB should have flowed through to HEI’s consolidated average net income goal, but that flow through was inadvertently not effected at that time. Accordingly, the $180M figure includes the $2M adjustment.
|
1
|
HEI Relative TSR compares HEI’s TSR to that of the companies in the Edison Electric Institute (EEI) Index (see "Performance Peers" in Appendix A) for the companies that comprised the EEI Index in 2015). For LTIP purposes, TSR is the sum of the growth in price per share of HEI Common Stock based on the December month-average share price at the beginning of the performance period to the December month-average share price at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the beginning December month-average share price.
|
2
|
The HEI 3‑year Average Net Income result is the average of HEI’s non‑GAAP core net income for 2013 through 2015. Non‑GAAP core net income differs from what is reported under GAAP because it excludes the impact of the unusual events in 2013 through 2015 described below under “Adjustments for unusual events - 2013‑15 LTIP.” For a reconciliation of the GAAP and non‑GAAP results, see “Reconciliation of GAAP to Non‑GAAP Measures” attached as Appendix B.
|
3
|
The HEI 3‑year ROACE result is HEI’s average net income divided by average common equity for the period, adjusted for exclusions the Committee allows for bank and utility results.
|
4
|
3-year ROACE as a % of Allowed Return represents Hawaiian Electric's consolidated average ROACE for the performance period compared to the weighted average of the allowed ROACE for Hawaiian Electric, Maui Electric and Hawaii Electric Light as determined by the Hawaii Public Utilities Commission for the same period. The calculation of Hawaiian Electric consolidated average ROACE included the adjustments described below in "Adjustments for unusual events - 2013-15 LTIP," both for net income and common equity. See "Reconciliation of GAAP to Non‑GAAP Measures" in Appendix B for a reconciliation of the GAAP and non-GAAP results.
|
5
|
The 3-year Average Net Income result is based on the average of 2014 and 2015 Hawaiian Electric consolidated net income adjusted as described below in "Adjustments for unusual events - 2013-15 LTIP" and 2013 GAAP net income. See "Reconciliation of GAAP to Non‑GAAP Measures" in Appendix B for a reconciliation of the GAAP and non-GAAP results.
|
Name
|
Payout
(Shares)
|
|
Dividend Equivalent (DE) Shares
|
|
Total
(Payout plus DE Shares)
|
|
Alan M. Oshima*
|
1,772
|
|
260
|
|
2,032
|
|
Tayne S. Y. Sekimura
|
2,089
|
|
307
|
|
2,396
|
|
Stephen M. McMenamin
|
1,921
|
|
282
|
|
2,203
|
|
Jimmy D. Alberts
|
1,641
|
|
241
|
|
1,882
|
|
Jay M. Ignacio
|
1,500
|
|
221
|
|
1,721
|
|
Patricia U. Wong
|
2,042
|
|
300
|
|
2,342
|
|
*
|
Mr. Oshima was an HEI employee and not a Hawaiian Electric executive when his 2013-15 LTIP award was determined. Accordingly, HEI's metrics and goals were applied to Mr. Oshima for the 2013 -15 LTIP. The 2,032 share amount represents the pro-rated portion of Mr. Oshima's 2013-15 LTIP payout for his service to Hawaiian Electric in 2014 and 2015. That is, it includes compensation for 90% of Mr. Oshima's time from May 19, 2014 to September 30, 2014 and 100% of his time from October 1, 2014 to December 31, 2015. For Mr. Oshima's total 2013-2015 LTIP payout, which also includes the portion reflecting service to HEI, see "2013-15 performance metrics, goals, results & payouts" in HEI's 2016 Proxy Statement.
|
Name and 2015
Principal Positions
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($) (1)
|
|
Nonequity
Incentive
Plan
Compen-
sation
($) (2)
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($) (3)
|
|
All Other
Compen-
sation
($) (4)
|
|
Total
Without
Change in
Pension
Value
($) (5)
|
|
Total ($)
|
|||||||
Alan M. Oshima*
|
2015
|
|
566,500
|
|
|
283,247
|
|
|
427,168
|
|
|
111,620
|
|
|
23,632
|
|
|
1,300,547
|
|
|
1,412,167
|
|
President and Chief Executive Officer
|
2014
|
|
267,971
|
|
|
286,316
|
|
|
169,466
|
|
|
97,342
|
|
|
3,005
|
|
|
726,758
|
|
|
824,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tayne S. Y. Sekimura
|
2015
|
|
332,000
|
|
|
116,201
|
|
|
166,896
|
|
|
110,227
|
|
|
—
|
|
|
615,097
|
|
|
725,324
|
|
Senior Vice President and Chief Financial Officer
|
2014
|
|
322,000
|
|
|
251,150
|
|
|
169,127
|
|
|
665,954
|
|
|
—
|
|
|
742,277
|
|
|
1,408,231
|
|
2013
|
|
312,000
|
|
|
264,731
|
|
|
162,982
|
|
|
—
|
|
|
—
|
|
|
739,713
|
|
|
739,713
|
|
|
Stephen M. McMenamin
|
2015
|
|
305,000
|
|
|
106,753
|
|
|
137,991
|
|
|
109,735
|
|
|
—
|
|
|
549,744
|
|
|
659,479
|
|
Senior Vice President and Chief Information Officer
|
2014
|
|
300,000
|
|
|
233,984
|
|
|
124,939
|
|
|
201,601
|
|
|
—
|
|
|
658,923
|
|
|
860,524
|
|
2013
|
|
287,000
|
|
|
243,545
|
|
|
134,930
|
|
|
67,057
|
|
|
—
|
|
|
665,475
|
|
|
732,532
|
|
|
Jimmy D. Alberts
|
2015
|
|
255,000
|
|
|
89,242
|
|
|
115,369
|
|
|
28,616
|
|
|
24,674
|
|
|
484,285
|
|
|
512,901
|
|
Senior Vice President, Customer Service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jay M. Ignacio
|
2015
|
|
255,417
|
|
|
85,733
|
|
|
115,596
|
|
|
115,118
|
|
|
—
|
|
|
456,746
|
|
|
571,864
|
|
President, Hawaii Electric Light and Senior Operations Advisor to the Hawaiian Electric President and CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Patricia U. Wong**
|
2015
|
|
315,000
|
|
|
110,262
|
|
|
142,515
|
|
|
278,603
|
|
|
—
|
|
|
567,777
|
|
|
846,380
|
|
Former, Senior Vice President, Corporate Services
|
2014
|
|
310,000
|
|
|
241,793
|
|
|
122,826
|
|
|
686,816
|
|
|
—
|
|
|
674,619
|
|
|
1,361,435
|
|
2013
|
|
305,000
|
|
|
258,801
|
|
|
163,981
|
|
|
—
|
|
|
—
|
|
|
727,782
|
|
|
727,782
|
|
*
|
Effective October 1, 2014, Mr. Oshima was appointed Hawaiian Electric President & CEO. Prior to that, Mr. Oshima served as HEI EVP, Corporate and Community Advancement from October 10, 2011 through May 18, 2014. Effective May 19, 2014 and up to his appointment as Hawaiian Electric President & CEO, Mr. Oshima served as a senior Hawaiian Electric executive officer on loan from HEI. Mr. Oshima's 2014 compensation for Hawaiian Electric shown above includes only compensation attributable to his time working for Hawaiian Electric in 2014. This includes compensation for 90% of Mr. Oshima's time from May 19, 2014 to September 30, 2014 and 100% of his time from October 1, 2014 to December 31, 2014.
|
**
|
Ms. Wong retired on December 30, 2015.
|
1.
|
Stock Awards
. These amounts represent the aggregate grant date fair value of stock awards granted in the years shown computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). For 2015, these amounts are comprised of restricted stock units (RSUs) granted in 2015 and vesting in installments over a four‑year period. See the 2015 Grants of Plan-Based Awards table below for the portion of the amount in the Stock Awards column above that is composed of 2015 grants of RSUs. For a discussion of the assumptions underlying the amounts set out for the RSUs, see Note
11
to the Consolidated Financial Statements in our Annual Report on Form 10-K. Since the 2015-17 Long‑term Incentive Plan (LTIP) is
|
2.
|
Nonequity Incentive Plan Compensation
. These amounts represent payouts to named executive officers under the annual incentive plan, called the Executive Incentive Compensation Plan (EICP), earned for the years shown. EICP payouts are made in cash. The incentive plan payout to Mr. Oshima for 2014 represented the pro-rated portion of the award related to Hawaiian Electric service which includes 90% of Mr. Oshima's time from May 19, 2014 to September 30, 2014 and 100% of his time from October 1, 2014 to December 31, 2014.
|
3.
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
. These amounts represent the change in present value of the accrued pension and executive death benefits from beginning of year to end of year for 2013, 2014 and 2015. These amounts are not current payments; pension and executive death benefits are only paid after retirement or death, as applicable. The amounts in this column depend heavily on changes in actuarial assumptions, such as discount rates. The 2015 change in pension value decreased significantly from that in 2014 because of higher discount rates and lower expected rates of improvement in the mortality tables based on Scale MP-2015 published by the Society of Actuaries. For a further discussion of the applicable plans, see the 2015 Pension Benefits table and related notes below. No Hawaiian Electric named executive officer had above-market or preferential earnings on nonqualified deferred compensation for the periods covered in the table above.
|
4.
|
All Other Compensation
. The following table summarizes the components of “All Other Compensation” with respect to 2015:
|
Name
|
Contributions to Defined Contribution
Plans ($)
a
|
|
Other
($)
b
|
|
Total All Other
Compensation
($)
|
|
Alan M. Oshima
|
7,978
|
|
15,654
|
|
23,632
|
|
Tayne S.Y. Sekimura*
|
—
|
|
—
|
|
—
|
|
Stephen M. McMenamin*
|
—
|
|
—
|
|
—
|
|
Jimmy D. Alberts
|
9,874
|
|
14,800
|
|
24,674
|
|
Jay M. Ignacio*
|
—
|
|
—
|
|
—
|
|
Patricia U. Wong*
|
—
|
|
—
|
|
—
|
|
a
|
Messrs. Oshima and Alberts received matching contributions to their accounts in the HEI 401(k) Plan up to the amount permitted based on eligible compensation ($265,000 in 2015).
|
b
|
Mr. Oshima received club membership dues and had one more week of vacation than employees with similar length of service would usually receive. Mr. Alberts received club membership dues and had two more weeks of vacation than employees with similar length of service would usually receive.
|
*
|
The total value of perquisites and other personal benefits for each of Ms. Sekimura, Mr. McMenamin, Mr. Ignacio and Ms. Wong was less than $10,000 for 2015 and is therefore not included in the table above.
|
5.
|
Total Without
Change in Pension Value
. Total Without Change in Pension Value represents total compensation as determined under SEC rules, minus the change in pension value and executive death benefits amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. We include this column because the magnitude of the change in pension value and death benefits in a given year is largely determined by actuarial assumptions, such as discount rates and mortality assumptions set by the Society of Actuaries, and does not reflect decisions made by the HEI Compensation Committee or Hawaiian Electric Board for that year or the actual benefit necessarily to be received by the recipient. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column and are not a substitute for the Total column.
|
|
|
|
Estimated Future Payouts
Under Nonequity Incentive
Plan Awards (1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
All Other
Stock Awards: Number of Shares
of Stock
or Units
(#) (2)
|
|
Grant Date Fair Value
of Stock
Awards
($) (3)
|
||||||||||||||||
Name
|
Grant
Date
|
|
Thres-
hold ($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Thres-
hold (#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
||||||||||
Alan M. Oshima
|
2/6/15 EICP
|
|
212,438
|
|
|
424,875
|
|
|
849,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
254,925
|
|
|
509,850
|
|
|
1,019,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,395
|
|
|
283,247
|
|
Tayne S. Y. Sekimura
|
2/6/15 EICP
|
|
83,000
|
|
|
166,000
|
|
|
332,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
74,700
|
|
|
149,400
|
|
|
298,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,444
|
|
|
116,201
|
|
Stephen M. McMenamin
|
2/6/15 EICP
|
|
68,625
|
|
|
137,250
|
|
|
274,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
68,625
|
|
|
137,250
|
|
|
274,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,164
|
|
|
106,753
|
|
Jimmy D. Alberts
|
2/6/15 EICP
|
|
57,375
|
|
|
114,750
|
|
|
229,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
57,375
|
|
|
114,750
|
|
|
229,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,645
|
|
|
89,242
|
|
Jay M. Ignacio
|
2/6/15 EICP
|
|
57,469
|
|
|
114,938
|
|
|
229,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
59,656
|
|
|
119,313
|
|
|
238,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
85,733
|
|
Patricia U. Wong
|
2/6/15 EICP
|
|
70,875
|
|
|
141,750
|
|
|
283,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 LTIP
|
|
70,875
|
|
|
141,750
|
|
|
283,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/6/15 RSU
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,268
|
|
|
110,262
|
|
EICP
|
Executive Incentive Compensation Plan (annual incentive)
|
LTIP
|
Long-Term Incentive Plan (2015-17 period)
|
RSU
|
Restricted stock units
|
1.
|
Estimated Future Payouts Under Nonequity Incentive Plan Awards
. Shows possible cash payouts under the 2015 EICP and the 2015-17 LTIP based on meeting performance goals set in February 2015 at threshold, target and maximum levels. Actual payouts for the 2015 EICP are reported in the 2015 Summary Compensation Table above. Actual payouts for the 2015-17 LTIP will be reported in the 2017 Summary Compensation Table.
|
2.
|
All Other Stock Awards: Number of Shares of Stock or Units
. Represents number of RSUs awarded in 2015 that will vest and be issued as unrestricted stock in four equal annual installments on the grant date anniversary. The awards are forfeited for terminations of employment during the vesting period, except for terminations due to death, disability or retirement, which allow for pro-rata vesting up to the date of termination. Receipt of RSU awards is generally subject to continued employment and expiration of the applicable vesting period. Dividend equivalent shares, not included in the chart, compound over the period at the actual dividend rate and are paid in HEI stock in conjunction with the annual installment vesting.
|
3.
|
Grant Date Fair Value of Stock Awards
. Grant date fair value for RSUs is based on the closing price of HEI Common Stock on the NYSE on the date of the grant of the award.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||
|
|
|
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised and Unearned Options (#)
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards
|
|||||||||||||||
|
|
|
Number of Securities Underlying Unexercised Options
|
|
|
|
|
|
|
Shares or Units of Stock That Have Not Vested (1)
|
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
|
||||||||||||||
Name
|
Grant Year
|
|
Exer-ciseable (#)
|
|
Unexer-ciseable (#)
|
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number (#)
|
|
Market Value ($) (2)
|
|
|
||||||||||||
Alan M. Oshima
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,714
|
|
|
78,570
|
|
|
—
|
|
|
—
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,435
|
|
|
128,393
|
|
|
7,227
|
|
|
209,222
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,395
|
|
|
243,035
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,544
|
|
|
449,998
|
|
|
7,227
|
|
|
209,222
|
|
Tayne S. Y. Sekimura
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
974
|
|
|
28,197
|
|
|
—
|
|
|
—
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,031
|
|
|
58,797
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,355
|
|
|
97,127
|
|
|
5,752
|
|
|
166,520
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,444
|
|
|
99,704
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,804
|
|
|
283,825
|
|
|
5,752
|
|
|
166,520
|
|
Stephen M. McMenamin
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900
|
|
|
26,055
|
|
|
—
|
|
|
—
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
54,079
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,126
|
|
|
90,498
|
|
|
5,359
|
|
|
155,143
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,164
|
|
|
91,598
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,058
|
|
|
262,230
|
|
|
5,359
|
|
|
155,143
|
|
Jimmy D. Alberts
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
21,713
|
|
|
—
|
|
|
—
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,595
|
|
|
46,175
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,605
|
|
|
75,415
|
|
|
4,466
|
|
|
129,291
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,645
|
|
|
76,573
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,595
|
|
|
219,876
|
|
|
4,466
|
|
|
129,291
|
|
Jay M. Ignacio
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
522
|
|
|
15,112
|
|
|
—
|
|
|
—
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,458
|
|
|
42,209
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,407
|
|
|
69,683
|
|
|
4,127
|
|
|
119,477
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
73,562
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,928
|
|
|
200,566
|
|
|
4,127
|
|
|
119,477
|
|
Patricia U. Wong
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|
26,460
|
|
|
—
|
|
|
—
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
909
|
|
|
26,316
|
|
|
—
|
|
|
—
|
|
|
|
2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
28,603
|
|
|
5,538
|
|
|
160,325
|
|
|
2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|
21,655
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
103,034
|
|
|
5,538
|
|
|
160,325
|
|
1.
|
Shares or Units of Stock That Have Not Vested
. The remaining installments of the 2012 RSUs vested on February 3, 2016 for Mss. Sekimura and Wong and Messrs. McMenamin and Ignacio. For the remaining installments of the 2012 RSUs awarded to Mr. Alberts, 750 shares will vest on November 6, 2016. For the remaining installments of the 2013 RSUs, shares vested on February 4, 2016 and will vest on February 4, 2017. For the remaining installments of the 2014 RSUs, shares vested on February 5, 2016 and will vest in equal annual installments on February 5, 2017 and 2018. For the remaining installments of the 2015 RSUs, shares vested on February 6, 2016 and will vest in equal annual installments on February 6, 2017, 2018 and 2019.
|
2.
|
Market Value
. Market value is based upon the closing per‑share trading price of HEI Common Stock on the NYSE of $28.95 as of December 31, 2015.
|
3.
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested
. Represents shares of HEI Common Stock that would be issued under the 2014-16 LTIP based upon the achievement of performance goals at the target level at the end of the three-year performance period.
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
|
||||||
Alan M. Oshima
|
—
|
|
|
|
—
|
|
|
3,473
|
|
(2)
|
|
116,399
|
|
|
|
|
|
|
|
|
|
|
2,032
|
|
(3)
|
|
58,623
|
|
|
Tayne S. Y. Sekimura
|
1,208
|
|
(1)
|
|
39,630
|
|
|
4,397
|
|
(2)
|
|
153,247
|
|
|
|
|
|
|
|
|
|
|
2,396
|
|
(3)
|
|
69,125
|
|
|
Stephen M. McMenamin
|
—
|
|
|
|
—
|
|
|
3,684
|
|
(2)
|
|
126,922
|
|
|
|
|
|
|
|
|
|
|
2,203
|
|
(3)
|
|
63,557
|
|
|
Jimmy D. Alberts
|
—
|
|
|
|
—
|
|
|
2,649
|
|
(2)
|
|
84,642
|
|
|
|
|
|
|
|
|
|
|
1,882
|
|
(3)
|
|
54,296
|
|
|
Jay M. Ignacio
|
—
|
|
|
|
—
|
|
|
2,565
|
|
(2)
|
|
88,130
|
|
|
|
|
|
|
|
|
|
|
1,721
|
|
(3)
|
|
49,651
|
|
|
Patricia U. Wong
|
—
|
|
|
|
—
|
|
|
4,406
|
|
(2)
|
|
153,797
|
|
|
|
|
|
|
|
|
|
|
2,342
|
|
(3)
|
|
67,567
|
|
|
1.
|
Represents Stock Appreciation Rights exercised by Ms. Sekimura which were granted on April 7, 2005 with an exercise price of $26.18.
|
2.
|
Represents the number of shares acquired on vesting (and dividend equivalents paid in shares on the 2012, 2013 and 2014 grants) of RSUs granted on February 4, 2011, November 1, 2011, February 3, 2012, February 4, 2013 and February 5, 2014 and vesting in February and November 2015. Value realized on vesting also includes dividend equivalents (based on the number of shares vested and paid in cash for the grant in 2011) as follows: Mr. Oshima $7,157; Ms. Sekimura $4,891; Mr. McMenamin $2,624; Mr. Ignacio $1,587 and Ms. Wong $5,139. Mr. Oshima was an HEI employee and not a Hawaiian Electric executive when the 2011, 2013 and 2014 RSUs were awarded. Vested shares for Mr. Oshima represents the shares, dividend equivalents and value related to his service at Hawaiian Electric which includes estimates at 90% of Mr. Oshima’s time from May 19, 2014 to September 30, 2014 and 100% of his time from October 1, 2014 to December 31, 2015. For Mr. Oshima’s total RSUs vested in 2015 which includes the RSUs vested for his service under Hawaiian Electric (disclosed here) and HEI, see Mr. Oshima’s stock vested as an HEI named executive officer in HEI's 2016 Proxy Statement, which includes the HEI "2015 Option Exercises and Stock Vested Table."
|
Name
|
|
Number of Shares Acquired on Vesting
|
|
Compounded Dividend Equivalents
|
|
Total Shares Acquired on Vesting
|
|||
Alan M. Oshima
|
|
3,335
|
|
|
138
|
|
|
3,473
|
|
Tayne S.Y. Sekimura
|
|
4,093
|
|
|
304
|
|
|
4,397
|
|
Stephen M. McMenamin
|
|
3,404
|
|
|
280
|
|
|
3,684
|
|
Jimmy D. Alberts
|
|
2,416
|
|
|
233
|
|
|
2,649
|
|
Jay M. Ignacio
|
|
2,374
|
|
|
191
|
|
|
2,565
|
|
Patricia U. Wong
|
|
4,103
|
|
|
303
|
|
|
4,406
|
|
3.
|
Represents the number of shares acquired (and dividend equivalents paid in stock on earned shares) upon vesting of performance share awards under the 2013-15 LTIP, which were payable in stock at the end of the performance period. Mr. Oshima served as an HEI employee when the 2013-15 LTIP opportunity was established and participated in the 2013-15 cycle based on criteria established for him at that time with respect to his position. The shares acquired on vesting for Mr. Oshima represents the shares, dividend equivalents and value related to his service at Hawaiian Electric, which includes estimates at 90% of Mr. Oshima’s time from May 19, 2014 to September 30, 2014 and 100% of his time from October 1, 2014 to December 31, 2015. For Mr. Oshima’s total vested performance shares in 2015, which includes the shares vested for his service for Hawaiian Electric (disclosed here) and HEI, see Mr. Oshima’s vested performance shares as an HEI named executive officer in HEI's 2016 Proxy Statement, which includes the HEI "2015 Option Exercises and Stock Vested" table. The HEI Compensation Committee certified the achievement of the applicable performance measures on February 5, 2016 and the shares are valued as of the date of payment. For further discussion of the payment of the performance shares in 2016, see “Long-Term Incentives – 2013-15 Long-Term Incentive Plan” above.
|
Name
|
|
Number of Shares Acquired on Vesting
|
|
Compounded Dividend Equivalents
|
|
Total Shares Acquired on Vesting
|
|||
Alan M. Oshima
|
|
1,772
|
|
|
260
|
|
|
2,032
|
|
Tayne S.Y. Sekimura
|
|
2,089
|
|
|
307
|
|
|
2,396
|
|
Stephen M. McMenamin
|
|
1,921
|
|
|
282
|
|
|
2,203
|
|
Jimmy D. Alberts
|
|
1,641
|
|
|
241
|
|
|
1,882
|
|
Jay M. Ignacio
|
|
1,500
|
|
|
221
|
|
|
1,721
|
|
Patricia U. Wong
|
|
2,042
|
|
|
300
|
|
|
2,342
|
|
Name
|
Plan Name
|
|
Number of
Years Credited
Service (#)
|
|
Present Value of
Accumulated
Benefit ($) (4)
|
|
Payments During
the Last Fiscal
Year ($)
|
||
Alan M. Oshima
|
HEI Retirement Plan (1)
|
|
4.2
|
|
|
212,141
|
|
|
—
|
|
HEI Excess Pay Plan (2)
|
|
4.2
|
|
|
140,030
|
|
|
—
|
Tayne S. Y. Sekimura
|
HEI Retirement Plan (1)
|
|
24.6
|
|
|
1,757,071
|
|
|
—
|
|
HEI Excess Pay Plan (2)
|
|
24.6
|
|
|
418,901
|
|
|
—
|
|
HEI Executive Death Benefit (3)
|
|
—
|
|
|
117,047
|
|
|
—
|
Stephen M. McMenamin
|
HEI Retirement Plan (1)
|
|
6.3
|
|
|
589,452
|
|
|
—
|
|
HEI Excess Pay Plan (2)
|
|
6.3
|
|
|
84,546
|
|
|
—
|
Jimmy D. Alberts
|
HEI Retirement Plan (1)
|
|
3.3
|
|
|
120,560
|
|
|
—
|
Jay M. Ignacio
|
HEI Retirement Plan (1)
|
|
25.8
|
|
|
1,805,054
|
|
|
—
|
|
HEI Excess Pay Plan (2)
|
|
25.8
|
|
|
4,121
|
|
|
—
|
|
HEI Executive Death Benefit (3)
|
|
—
|
|
|
115,909
|
|
|
—
|
Patricia U. Wong
|
HEI Retirement Plan (1)
|
|
25.6
|
|
|
2,456,628
|
|
|
—
|
|
HEI Excess Pay Plan (2)
|
|
25.6
|
|
|
472,471
|
|
|
—
|
|
HEI Executive Death Benefit (3)
|
|
—
|
|
|
169,781
|
|
|
—
|
1.
|
The HEI Retirement Plan is the standard retirement plan for HEI and Hawaiian Electric employees. Normal retirement benefits under the HEI Retirement Plan for management employees hired before May 1, 2011, including all of the named executive officers other than Messrs. Oshima and Alberts, are calculated based on a formula of 2.04% × Credited Service (maximum 67%) × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). Credited service is generally the same as the years of service with HEI or other participating companies (Hawaiian Electric, Hawaii Electric Light and Maui Electric). Credited service is also provided for limited unused sick leave and for the period a vested participant is on long-term disability. The normal form of benefit is a joint and 50% survivor annuity for married participants and a single life annuity for unmarried participants. Actuarially equivalent optional forms of benefit are also available. Participants who qualify to receive benefits immediately upon termination may also elect a single sum distribution of up to $100,000 with the remaining benefit payable as an annuity. Single sum distributions are not eligible for early retirement subsidies, and so may not be as valuable as an annuity at early retirement. Retirement benefits are increased by an amount equal to approximately 1.4% of the initial benefit every twelve months following retirement.
|
2.
|
As of December 31, 2015, all of the named executive officers, except Mr. Alberts, were participants in the HEI Excess Pay Plan and eligible for retirement benefits under the HEI Excess Pay Plan. Benefits under the HEI Excess Pay Plan are determined using the same formula as the HEI Retirement Plan, but are not subject to the Internal Revenue Code limits on the amount of annual compensation that can be used for calculating benefits under qualified retirement plans ($265,000 in 2015 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $210,000 in 2015 as indexed for inflation, or the participant’s highest average compensation over three consecutive calendar years). Benefits payable under the HEI Excess Pay Plan are reduced by the benefit payable from the HEI Retirement Plan. Early retirement, death benefits and vesting provisions are similar to the HEI Retirement Plan.
|
3.
|
Mss. Sekimura and Wong and Mr. Ignacio are covered by the Executive Death Benefit Plan of HEI and Participating Subsidiaries. The plan was amended effective September 9, 2009 to close participation to new participants and freeze the benefit for existing participants. Under the amendment, death benefits will be paid based on salaries as of September 9, 2009. The plan provides death benefits equal to two times the executive’s base salary as of September 9, 2009 if the executive dies while actively employed or, if disabled, dies prior to age 65, and one times the executive’s base salary as of September 9, 2009 if the executive dies following retirement. The amounts shown in the table above assume death following retirement. Death benefits are grossed up by the amount necessary to pay income taxes on the grossed up benefit amount as an equivalent to the exempt status of death benefits paid from a life insurance policy. Messrs. Oshima, McMenamin and Alberts were not participants in the plan at the time it was frozen and are therefore not entitled to any benefits under the plan.
|
4.
|
The present value of accumulated benefits for the Hawaiian Electric named executive officers included in the 2015 Pension Benefits table was determined based on the following:
|
a.
|
Discount Rate – The discount rate is the interest rate used to discount future benefit payments in order to reflect the time value of money. The discount rates used in the present value calculations are 4.60% for retirement benefits and 4.57% for executive death benefits as of December 31, 2015.
|
b.
|
Mortality Table – The RP-2015 Mortality Table (separate male and female rates) with generational projection using scale MP-2015 is used to discount future pension benefit payments in order to reflect the probability of survival to any given future date. For the calculation of the executive death benefit present values, the mortality table rates are multiplied by the death benefit to capture the death benefit payments assumed to occur at all future dates. Mortality is applied post-retirement only.
|
c.
|
Retirement Age – A Hawaiian Electric named executive officer included in this table is assumed to remain in active employment until, and assumed to retire at, the earliest age when unreduced pension benefits would be payable, but no earlier than attained age as of December 31, 2015 (if later).
|
d.
|
Pre-Retirement Decrements – Pre-retirement decrements refer to events that could occur between the measurement date and the retirement age (such as withdrawal, early retirement, and death) that would impact the present value of benefits. No pre-retirement decrements are assumed in the calculation of pension benefit table present values. Pre-retirement decrements are assumed for financial statement purposes.
|
e.
|
Unused Sick Leave – Each Hawaiian Electric named executive officer is assumed to have accumulated 1,160 unused sick leave hours at retirement age.
|
Name/
Benefit Plan or Program
|
Retirement on 12/31/2015
($) (1)
|
|
Voluntary Termination on 12/31/15 ($) (2)
|
|
Termination for Cause on 12/31/2015 ($) (3)
|
|
Termination without Cause on 12/31/15 ($) (4)
|
|
Qualifying Termination after Change in Control on 12/31/2015
($) (5)
|
|||||
Alan M. Oshima
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
322,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322,239
|
|
Restricted Stock Units (8)
|
142,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483,812
|
|
TOTAL
|
464,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
806,051
|
|
Tayne S. Y. Sekimura
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
171,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171,038
|
|
Restricted Stock Units (8)
|
118,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311,387
|
|
TOTAL
|
289,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
482,425
|
|
Stephen M. McMenamin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
158,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,708
|
|
Restricted Stock Units (8)
|
109,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,705
|
|
TOTAL
|
267,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
446,413
|
|
Jimmy D. Alberts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,362
|
|
Restricted Stock Units (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241,270
|
|
TOTAL
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373,632
|
|
Jay M. Ignacio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
126,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,733
|
|
Restricted Stock Units (8)
|
79,652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,355
|
|
TOTAL
|
206,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,088
|
|
Patricia U. Wong*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Incentive Compensation Plan (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-Term Incentive Plan (7)
|
163,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restricted Stock Units (8)
|
57,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Change-in-Control Agreement **
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
TOTAL
|
221,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
*
|
Ms. Wong retired on December 30, 2015. Ms Wong was treated as if she had served for the entirety of 2015 and thus is entitled to full year 2015 EICP payment and full 3-year 2013-2015 LTIP payment. See 2015 Summary Compensation Table above for her 2015 EICP payout and 2015 Option Exercises and Stock Vested Table for her vested 2013-2015 LTIP.
|
**
|
Ms. Wong's change-in-control agreement was terminated upon her retirement on December 30, 2015. Accordingly, Ms. Wong will not receive any payments or other compensation as a result of a change in control under a change-in-control agreement.
|
1.
|
Retirement Payments & Benefits
. All named executive officers except Mr. Alberts were eligible for retirement as of December 31, 2015. Amounts in this column also do not include amounts payable under the 2015 EICP and 2013-15 LTIP because those amounts would have vested without regard to retirement since December 31, 2015 was the end of the applicable performance periods. In addition to the amounts shown in this column, retired executives are entitled to receive their vested retirement plan and deferred compensation benefits under all termination scenarios. See the 2015 Pension Benefits table above and the 2015 Nonqualified Deferred Compensation table in HEI's 2016 Proxy Statement.
|
2.
|
Voluntary Termination Payments & Benefits
. If a Hawaiian Electric named executive officer voluntarily terminates employment, he or she could lose any annual or long-term incentives based upon the HEI Compensation Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Voluntary termination results in the forfeiture of unvested RSUs and participation in incentive plans. Amounts in this column do not include amounts payable under the 2015 EICP or the 2013-15 LTIP because those amounts would have vested without regard to voluntary termination since December 31, 2015 was the end of the applicable performance periods.
|
3.
|
Termination for Cause Payments and Benefits.
If the executive is terminated for cause, he or she could lose any annual or long-term incentives based upon the HEI Compensation Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. “Cause” generally means a violation of the HEI Corporate Code of Conduct or, for purposes of awards under the 2010 Equity and Incentive Plan, as amended (EIP), has the meaning set forth in those plans. Termination for cause results in the forfeiture of all unvested RSUs and participation in incentive plans.
|
4.
|
Termination without Cause Payments and Benefits.
If the executive is terminated without cause, he or she could lose any annual or long-term incentives based upon the HEI Compensation Committee’s right to amend, suspend or terminate any incentive award or any portion of it at any time. Termination without cause results in the forfeiture of unvested RSUs.
|
5.
|
Change-in-Control Payments and Benefits.
None of the Hawaiian Electric named executive officers were party to a change-in-control agreement on December 31, 2015.
|
6.
|
Executive Incentive Compensation Plan (EICP).
Upon death, disability or retirement, executives continue to participate in the EICP on a pro-rata basis if the executive has met applicable minimum service requirements, with lump sum payment to be made by Hawaiian Electric if the applicable performance goals are achieved. The EIP provides that in the event of an involuntary termination following a change in control, the EICP award would be immediately paid out at target level, pro-rated for completed months of service in the performance period. If there is no termination or a voluntary termination following a change-in-control, the EIP provides that: (i) the acquiring entity shall assume all outstanding EICP awards or substitute similar awards or (ii) to the extent the acquiring entity refuses to assume or substitute such awards, such awards shall become fully vested and exercisable. “Change in control” under the EIP generally means a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of HEI’s Board following the consummation of a merger, a tender offer or similar transaction. In termination scenarios other than a termination following a change in control, death, disability or retirement, participants who terminate during the plan cycle forfeit any accrued EICP award.
|
7.
|
Long-Term Incentive Plan (LTIP).
Upon death, disability or retirement, executives continue to participate in each ongoing LTIP cycle on a pro-rata basis if the executive has met applicable minimum service requirements, with lump sum payment to be made by Hawaiian Electric if performance goals are achieved. The amounts shown are at target for goals deemed achievable (or at below the threshold, if deemed unachievable at the date of termination) for all applicable plan years, pro-rated based upon service through December 31, 2015; actual payouts will depend upon performance achieved at the end of the plan cycle. Ms. Wong retired on December 30, 2015. Ms Wong was treated as if she had served for the entirety of 2015 and thus is entitled to a full two years of the three-year 2014-16 LTIP and a full one year of the three-year 2015-17 LTIP. The EIP provides that in the event of an involuntary termination following a change in control, the LTIP award would be immediately paid out at target level, pro-rated for completed months of service in the performance period. If there is no termination or a voluntary termination following a change-in-control, the EIP provides that: (i) the acquiring entity shall assume all outstanding LTIP awards or substitute similar awards or (ii) to the extent the acquiring entity refuses to assume or substitute such awards, such awards shall become fully vested and exercisable. “Change in control” under the EIP generally means a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of HEI’s Board following the consummation of a merger, a tender offer or similar transaction. In termination scenarios other than a termination following a change in control, death, disability or retirement, participants who terminate during the plan cycle forfeit any accrued LTIP award.
|
8.
|
Restricted Stock Units (RSUs).
Termination for or without cause results in the forfeiture of unvested RSUs. Termination due to death or disability results in pro-rata vesting of RSUs. Retirement results in pro-rata vesting of RSUs. Ms. Wong retired on December 30, 2015. The amount shown in the table for Ms. Wong reflects pro-rata vesting of her RSUs as of December 30, 2015. The EIP provides that in the event of an involuntary termination following a change in control, RSUs become fully vested, payable and free from restrictions. If there is no termination or a voluntary termination following a change-in-control, the EIP provides that: (i) the acquiring entity shall assume all outstanding RSUs or substitute similar awards or (ii) to the extent the acquiring entity refuses to assume or substitute such awards, such awards shall become fully vested and exercisable. “Change in control” under the EIP generally means a change in ownership of HEI, a substantial change in the voting power of HEI’s securities or a change in the majority of the composition of HEI’s Board following the consummation of a merger, a tender offer or similar transaction.
|
|
2015
|
||
Hawaiian Electric Director (who is not also an HEI director)
|
$
|
40,000
|
|
Hawaiian Electric Audit Committee Chair
|
10,000
|
|
|
Hawaiian Electric Audit Committee Member
|
4,000
|
|
|
Hawaiian Electric Non-Voting Representative to HEI Compensation Committee
|
6,000
|
|
Name
|
Fees Earned or
Paid in Cash
($) (1)
|
|
Stock
Awards
($) (2)
|
|
Total
($)
|
|||
Don E. Carroll
|
50,000
|
|
|
40,000
|
|
|
90,000
|
|
Thomas B. Fargo (3)
|
—
|
|
|
—
|
|
|
—
|
|
Peggy Y. Fowler (3)
|
4,000
|
|
|
—
|
|
|
4,000
|
|
Timothy E. Johns
Chairman Audit Committee
|
50,000
|
|
|
40,000
|
|
|
90,000
|
|
Micah A. Kane
|
40,000
|
|
|
40,000
|
|
|
80,000
|
|
Bert A. Kobayashi, Jr.
|
40,000
|
|
|
40,000
|
|
|
80,000
|
|
Kelvin H. Taketa (3)
|
—
|
|
|
—
|
|
|
—
|
|
1.
|
See detail of cash retainers for board and committee service in chart below.
|
2.
|
As described above, Hawaiian Electric nonemployee directors who are not also HEI directors received shares of HEI Common Stock valued at $40,000 as the 2015 annual grant under the HEI 2011 Nonemployee Director Stock Plan for their service as directors of Hawaiian Electric.
|
3.
|
Messrs. Fargo and Taketa and Ms. Fowler also served on the HEI Board in 2015. Information concerning their compensation for such service will be set forth in HEI's 2016 Proxy Statement.
|
Name
|
Hawaiian Electric Board ($)
|
|
Hawaiian Electric Audit
Committee ($) |
|
Hawaiian Electric
Nonvoting Representative
to HEI Compensation Committee ($) |
|
Total Fees Earned
or Paid in
Cash ($)
|
||||
Don E. Carroll
|
40,000
|
|
|
4,000
|
|
|
6,000
|
|
|
50,000
|
|
Thomas B. Fargo
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Peggy Y. Fowler
|
—
|
|
|
4,000
|
|
|
—
|
|
|
4,000
|
|
Timothy E. Johns
|
40,000
|
|
|
10,000
|
|
|
—
|
|
|
50,000
|
|
Micah A. Kane
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
Bert A. Kobayashi, Jr.
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
Kelvin H. Taketa
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Hawaiian Electric Chairman of the Board Constance H. Lau, who is also HEI President & CEO and an HEI director and is not compensated by Hawaiian Electric, participated in deliberations of the HEI Compensation Committee in recommending, and of the Hawaiian Electric Board in determining, compensation for Hawaiian Electric’s President & CEO and other Hawaiian Electric named executive officers.
|
•
|
Hawaiian Electric President & CEO Alan M. Oshima, also a Hawaiian Electric director, is responsible for evaluating the performance of the other Hawaiian Electric named executive officers and other Hawaiian Electric senior officers based on performance goals and subjective measures, and for proposing compensation for those officers to the HEI Compensation Committee for recommendation to the Hawaiian Electric Board. Mr. Oshima did not participate in the deliberations of the HEI Compensation Committee to recommend, or of the Hawaiian Electric Board to determine, his own compensation, but did participate in deliberations of the Hawaiian Electric Board to determine the compensation of the other Hawaiian Electric named executive officers.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Amount and Nature of Beneficial Ownership of HEI Common Stock
|
|||||||||||||
Name of Individual
or Group
|
Sole Voting or
Investment
Power
(1)
|
|
Shared Voting
or Investment
Power
(2)
|
|
Other
Beneficial
Ownership
(3)
|
|
Restricted
Stock Units
(4)
|
|
Total
(5)
|
|||||
Nonemployee directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Don E. Carroll
|
34,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,765
|
|
Thomas B. Fargo
|
—
|
|
|
34,424
|
|
|
—
|
|
|
—
|
|
|
34,424
|
|
Peggy Y. Fowler
|
1,297
|
|
|
23,770
|
|
|
—
|
|
|
—
|
|
|
25,067
|
|
Timothy E. Johns
|
35,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,398
|
|
Micah A. Kane
|
6,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,475
|
|
Bert A. Kobayashi, Jr.
|
23,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,991
|
|
Kelvin H. Taketa
|
37,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,315
|
|
Employee director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constance H. Lau
|
442,218
|
|
|
—
|
|
|
—
|
|
|
29,032
|
|
|
471,250
|
|
Employee director and Named Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan M. Oshima
|
—
|
|
|
19,492
|
|
|
—
|
|
|
6,804
|
|
|
26,296
|
|
Other Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jimmy D. Alberts
|
4,803
|
|
|
|
|
|
|
|
|
4,803
|
|
|||
Jay M. Ignacio
|
12,831
|
|
|
|
|
|
|
3,542
|
|
|
16,373
|
|
||
Stephen M. McMenamin
|
10,739
|
|
|
—
|
|
|
—
|
|
|
4,783
|
|
|
15,522
|
|
Tayne S. Y. Sekimura
|
27,517
|
|
|
—
|
|
|
—
|
|
|
5,179
|
|
|
32,696
|
|
Patricia U. Wong
|
30,746
|
|
|
—
|
|
|
—
|
|
|
4,031
|
|
|
34,777
|
|
All directors and executive officers as a group (16 persons)
|
682,296
|
|
|
77,686
|
|
|
—
|
|
|
58,134
|
|
|
818,116
|
|
(1)
|
Includes the following shares held as of February 5, 2016 in the form of stock units in the HEI Common Stock fund pursuant to the HEI Retirement Savings Plan: approximately 105 shares for Ms. Lau; 1,034 shares for Ms. Sekimura; 151 shares for Mr. Ignacio, 4,963 shares for Ms. Wong; and 12,580 shares for all directors and executive officers as a group. The value of a unit is measured by the closing price of HEI Common Stock on the measurement date.
|
(2)
|
Shares registered in trust with the individual and spouse serving as co-trustees.
|
(3)
|
Shares owned by spouse, children or other relatives sharing the home of the director or officer in which the director or officer disclaims beneficial interest.
|
(4)
|
Includes the number of shares that the individuals named above had a right to acquire as of or within 60 days after February 5, 2016 pursuant to restricted stock units and related dividend equivalent rights thereon, including shares which retirement eligible individuals have a right to acquire upon retirement. These shares are included for purposes of calculating the percentage ownership of each individual named above and all directors and executive officers as a group as described in footnote (5) below, but are not deemed to be outstanding as to any other person.
|
(5)
|
As of February 5, 2016, the directors and executive officers of Hawaiian Electric as a group and each individual named above beneficially owned less than one percent of the record number of outstanding shares of HEI Common Stock as of that date and no shares were pledged as security.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
1.
|
With respect to Messrs. Carroll, Johns, Kane, Kobayashi and Taketa, the Hawaiian Electric Board considered amounts paid during the last three fiscal years to purchase electricity from Hawaiian Electric (the sole public utility providing electricity to the island of Oahu) by entities by which the director was employed or a family member of the director was an executive officer. None of the amounts paid by these entities for electricity (excluding pass-through charges for fuel, purchased power and Hawaii state revenue taxes) within the last three fiscal years exceeded the NYSE threshold that would automatically result in a director not being independent. The Hawaiian Electric Board also considered that Hawaiian Electric is the sole source of electric power on the island of Oahu and that the rates Hawaiian Electric charges for electricity are fixed by state regulatory authority. Since purchasers of electricity from Hawaiian Electric have no choice as to supplier and no ability to negotiate rates or other terms, the Hawaiian Electric Board determined that these relationships do not impair the independence of Messrs. Carroll, Johns, Kane, Kobayashi or Taketa.
|
2.
|
With respect to Messrs. Kane and Taketa, the Hawaiian Electric Board considered the amount of charitable contributions during the last three fiscal years from HEI and its subsidiaries to the nonprofit organization where they each serve as an executive officer and modest fees paid during the last three fiscal years to such organization for management of grant and scholarship programs. In concluding that such charitable donations and management fees did not affect Mr. Kane's or Mr. Taketa’s independence, the Hawaiian Electric Board considered that none of the foregoing amounts within the last three fiscal years exceeded the NYSE threshold that would automatically result in a director not being independent. The Hawaiian Electric Board also considered the fact that Company policy requires that charitable contributions from HEI or its subsidiaries to entities where a director serves as an executive officer, and where the director has a direct or indirect material interest, and the aggregate amount would exceed $120,000 in any single fiscal year, be pre-approved by the HEI Nominating and Corporate Governance Committee and ratified by the Board.
|
3.
|
With respect to Messrs. Fargo, Johns and Kane, the Hawaiian Electric Board considered other director or officer positions held by those directors at entities for which a Hawaiian Electric officer serves or served as a director and determined that none of these relationships affected the independence of these directors. None of these relationships resulted in a compensation committee interlock or would automatically preclude independence under the NYSE standards.
|
4.
|
With respect to Mr. Johns, the Hawaiian Electric Board considered health insurance premiums paid by HEI, Hawaiian Electric and Hawaiian Electric’s subsidiaries to an entity where Mr. Johns is an executive officer. The health insurance premium payments did not exceed the NYSE threshold that would automatically result in a director not being independent in any single year in any of the last three fiscal years. In addition, the Hawaiian Electric Board considered the fact that the relationship between Hawaiian Electric and the entity by which Mr. Johns is employed was established several decades before Mr. Johns’ employment by such entity.
|
5.
|
With respect to Mr. Kobayashi, the Hawaiian Electric Board determined that the service of his father as an ASB director; ordinary course of business, market term loans between ASB and certain entities in which Mr. Kobayashi or his family members have an ownership interest; and the participation in a utility electric vehicle charging station pilot project of a property in which Mr. Kobayashi has an ownership interest did not impair Mr. Kobayashi’s independence as a Hawaiian Electric director.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
2015
|
2014
|
|||||
Audit fees (principally consisted of fees associated with the audit of the consolidated financial statements and internal control over financial reporting (Sarbanes-Oxley Act of 2002, Section 404), quarterly reviews, issuances of letters to underwriters, statutory audits, review of registration statements and issuance of consents)
|
$
|
1,332,450
|
|
|
$
|
1,223,000
|
|
Audit-related fees (consisted of fees associated with the audit of the financial statements of certain employee benefit plans, the agreed upon procedures for revenue balancing accounts and the agreed upon procedures in related to green energy market securitization service provider agreement)
|
193,100
|
|
|
202,000
|
|
||
Tax fees
|
209,000
|
|
|
61,340
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
|
$
|
1,734,550
|
|
|
$
|
1,486,340
|
|
Allete, Inc.
|
MDU Resources Group Inc.
|
Alliant Energy Corp.
|
MGE Energy Inc.
|
Ameren Corp.
|
NextEra Energy Inc.
|
American Electric Power Co.
|
NiSource Inc.
|
Avista Corp.
|
Northeast Utilities
|
Black Hills Corp.
|
OGE Energy Corp.
|
Centerpoint Energy Inc.
|
Otter Tail Corp.
|
Cleco Corp.
|
Pepco Holdings Inc.
|
CMS Energy Corp.
|
PG&E Corp.
|
Consolidated Edison Inc.
|
Pinnacle West Capital Corp.
|
Dominion Resources Inc.
|
PNM Resources Inc.
|
DTE Energy Co.
|
Portland General Electric
|
Duke Energy Corp.
|
PPL Corp.
|
Edison International
|
Public Service Enterprise Group Inc.
|
El Paso Electric Co.
|
SCANA Corp.
|
Empire District Electric Co.
|
Sempra Energy
|
Entergy Corp.
|
Southern Co.
|
Eversource Energy
|
TECO Energy
|
Exelon Corp.
|
Unitil Corp.
|
FirstEnergy Corp.
|
Vectren Corp.
|
Great Plains Energy Inc.
|
WEC Energy Group Inc.
|
Hawaiian Electric Industries Inc.
|
Westar Energy Inc.
|
IDACORP Inc.
|
Xcel Energy Inc.
|
|
Years ended December 31
|
Average 2013-2015 for LTIP purposes
|
|
|||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
UTILITY NET INCOME
|
|
|
|
|
||||||||
GAAP (as reported)
|
$
|
135.7
|
|
$
|
137.6
|
|
$
|
122.9
|
|
|
||
Excluding special items (after‑tax) for EICP and LTIP purposes:
|
|
|
|
|
||||||||
PUC decoupling order imposing changes in Hawaiian Electric's RAM
|
7.7
|
|
|
|
|
|||||||
Merger/integration related costs
|
0.5
|
|
|
|
|
|||||||
Non‑GAAP (core) for 2015 EICP purposes
|
143.9
|
|
|
|
|
|||||||
Excluding special items (after‑tax) for LTIP purposes only:
|
|
|
|
|
||||||||
Tropical Storm Iselle related cost
|
—
|
|
1.4
|
|
—
|
|
|
|||||
Structural changes to decoupling mechanism
|
—
|
|
3.6
|
|
—
|
|
|
|||||
Non‑GAAP (core) for 2013-2015 LTIP purposes
|
$
|
143.9
|
|
$
|
142.6
|
|
$
|
122.9
|
|
$
|
136.5
|
|
|
|
|
|
|
||||||||
HEI CONSOLIDATED NET INCOME
|
|
|
|
|
||||||||
GAAP (as reported)
|
$
|
159.9
|
|
$
|
168.1
|
|
$
|
161.7
|
|
|
||
Excluding special items (after‑tax) for LTIP purposes:
|
|
|
|
|
||||||||
PUC decoupling order imposing changes in Hawaiian Electric's RAM
|
7.7
|
|
—
|
|
—
|
|
|
|||||
Merger/integration/spin-off related costs
|
15.8
|
|
—
|
|
—
|
|
|
|||||
Tropical Storm Iselle related cost
|
—
|
|
1.4
|
|
—
|
|
|
|||||
Lower debit card interchange fees due to Durbin Amendment
|
6.2
|
|
6.2
|
|
3.0
|
|
|
|||||
Overdraft litigation settlement
|
—
|
|
0.6
|
|
|
|
||||||
Structural changes to decoupling mechanism
|
—
|
|
3.6
|
|
—
|
|
|
|||||
Correction of prior ministerial error
|
—
|
|
—
|
|
—
|
|
2.0
|
|
||||
Non‑GAAP (core) for 2013-2015 LTIP purposes
|
$
|
189.6
|
|
$
|
179.9
|
|
$
|
164.7
|
|
$
|
180
|
|
1
|
Accounting principles generally accepted in the United States of America
|