UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
   
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number
 
Registrant; State of Incorporation;
Address; and Telephone Number
 
I.R.S. Employer
Identification No.
1-8503
 
HAWAIIAN ELECTRIC INDUSTRIES, INC. , a Hawaii corporation
1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813
Telephone (808) 543-5662
 
99-0208097
1-4955
 
HAWAIIAN ELECTRIC COMPANY, INC. , a Hawaii corporation
900 Richards Street, Honolulu, Hawaii 96813
Telephone (808) 543-7771
 
99-0040500

Securities registered pursuant to Section 12(b) of the Act:
Registrant
 
Title of each class
 
Name of each exchange
on which registered
Hawaiian Electric Industries, Inc.
 
Common Stock, Without Par Value
 
New York Stock Exchange
Hawaiian Electric Company, Inc.
 
Guarantee with respect to 6.50% Cumulative Quarterly
Income Preferred Securities Series 2004 (QUIPS SM )
of HECO Capital Trust III
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
Registrant
 
Title of each class
Hawaiian Electric Industries, Inc.
 
None
Hawaiian Electric Company, Inc.
 
Cumulative Preferred Stock
 
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  
Hawaiian Electric Industries Inc.  Yes   X      No      
Hawaiian Electric Company, Inc.  Yes            No    X  
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Hawaiian Electric Industries Inc.  Yes            No    X  
Hawaiian Electric Company, Inc.  Yes            No    X   
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
Hawaiian Electric Industries Inc.  Yes   X      No       
Hawaiian Electric Company, Inc.  Yes   X      No       
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
Hawaiian Electric Industries Inc.  Yes   X      No       
Hawaiian Electric Company, Inc.  Yes   X      No       
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Hawaiian Electric Industries Inc.
Large accelerated filer  X 
Accelerated filer     
Non-accelerated filer     
(Do not check if a smaller reporting company)
Smaller reporting company        
Emerging growth company        
Hawaiian Electric Company, Inc.
Large accelerated filer     
Accelerated filer     
Non-accelerated filer   X 
(Do not check if a smaller reporting company)
Smaller reporting company        
Emerging growth company        
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Hawaiian Electric Industries Inc.  Yes            No       
Hawaiian Electric Company, Inc.  Yes            No       
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Hawaiian Electric Industries Inc.  Yes            No    X  
Hawaiian Electric Company, Inc.  Yes            No    X  
 
 
 
 
Aggregate market value
of the voting and non-
voting common equity
held by non-affiliates of
the registrants as of
 
Number of shares of common stock
  outstanding of the registrants as of
 
 
June 30, 2017
 
June 30, 2017
 
February 13, 2018
Hawaiian Electric Industries, Inc. (HEI)
 
$3,522,474,037
 
108,785,486
(Without par value)
 
108,841,157
(Without par value)
Hawaiian Electric Company, Inc. (Hawaiian Electric)
 
None
 
16,019,785
 ($6 2/3 par value)
 
16,142,216
 ($6 2/3 par value)
 
 
 
 
 
 
 
 
DOCUMENTS INCORPORATED BY REFERENCE

Hawaiian Electric’s Exhibit 99.1, consisting of:
Hawaiian Electric’s Directors, Executive Officers and Corporate Governance—Part III
Hawaiian Electric’s Executive Compensation—Part III
Hawaiian Electric’s Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—
Part III
Hawaiian Electric’s Certain Relationships and Related Transactions, and Director Independence—Part III
Hawaiian Electric’s Principal Accounting Fees and Services—Part III

Selected sections of Proxy Statement of HEI for the 2018 Annual Meeting of Shareholders to be filed-Part III
 
 
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.
 




TABLE OF CONTENTS
 
 
Page
 
 
 
Cautionary Note Regarding Forward-Looking Statements
 
 
 
 
 
 
 
Executive Officers of the Registrant (HEI)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


i



GLOSSARY OF TERMS
Defined below are certain terms used in this report:
Terms
 
Definitions
 
 
 
ABO
 
Accumulated benefit obligation
ADIT
 
Accumulated deferred income tax balances
AES Hawaii
 
AES Hawaii, Inc.
AFS
 
Available-for-sale
AFUDC
 
Allowance for funds used during construction
AOCI
 
Accumulated other comprehensive income (loss)
AOS
 
Adequacy of supply
APBO
 
Accumulated postretirement benefit obligation
ARO
 
Asset retirement obligations
ASB
 
American Savings Bank, F.S.B., a wholly-owned subsidiary of ASB Hawaii Inc.
ASB Hawaii
 
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.
ASC
 
Accounting Standards Codification
ASU
 
Accounting Standards Update
Btu
 
British thermal unit
CAA
 
Clean Air Act
CERCLA
 
Comprehensive Environmental Response, Compensation and Liability Act
Chevron
 
Chevron Products Company, which assigned their fuel oil supply contracts with the Utilities to Island Energy Services, LLC.
CIAC
 
Contributions in aid of construction
CIP CT-1
 
Campbell Industrial Park 110 MW combustion turbine No. 1
CIS
 
Customer Information System
Company
 
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 and wound up in 2017); The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.); and Pacific Current, LLC and its subsidiaries, Hamakua Holdings, LLC (and its subsidiary, Hamakua Energy, LLC) and Mauo Holdings, LLC (and its subsidiary, Mauo, LLC)
When used in Hawaiian Electric Company, Inc. sections, “Company” refers to Hawaiian Electric Company, Inc. and its direct subsidiaries.
Consolidated Financial Statements
 
HEI’s and Hawaiian Electric's combined Consolidated Financial Statements, including notes, in Item 8 of this Form 10-K
Consumer Advocate
 
Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii
CBRE
 
Community-based renewable energy
D&O
 
Decision and order from the PUC
DBEDT
 
State of Hawaii Department of Business Economic Development and Tourism
DBF
 
State of Hawaii Department of Budget and Finance
DG
 
Distributed generation
DER
 
Distributed energy resources
Dodd-Frank Act
 
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DOH
 
Department of Health of the State of Hawaii
DRIP
 
HEI Dividend Reinvestment and Stock Purchase Plan
DSM
 
Demand-side management
ECAC
 
Energy cost adjustment clause
EEPS
 
Energy Efficiency Portfolio Standards
EGU
 
Electrical generating unit
EIP
 
2010 Executive Incentive Plan, as amended
EPA
 
Environmental Protection Agency - federal
EPS
 
Earnings per share
ERISA
 
Employee Retirement Income Security Act of 1974, as amended
ERL
 
Environmental Response Law of the State of Hawaii
ERP/EAM
 
Enterprise Resource Planning/Enterprise Asset Management

ii



GLOSSARY OF TERMS (continued)

Terms
 
Definitions
 
 
 
Exchange Act
 
Securities Exchange Act of 1934
FASB
 
Financial Accounting Standards Board
FDIC
 
Federal Deposit Insurance Corporation
FDICIA
 
Federal Deposit Insurance Corporation Improvement Act of 1991
federal
 
U.S. Government
FERC
 
Federal Energy Regulatory Commission
FHLB
 
Federal Home Loan Bank
FHLMC
 
Federal Home Loan Mortgage Corporation
FICO
 
Fair Isaac Corporation
Fitch
 
Fitch Ratings, Inc.
FNMA
 
Federal National Mortgage Association
FRB
 
Federal Reserve Board
GAAP
 
Accounting principles generally accepted in the United States of America
GHG
 
Greenhouse gas
GNMA
 
Government National Mortgage Association
Gramm Act
 
Gramm-Leach-Bliley Act of 1999
Hawaii Electric Light
 
Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc.
Hawaiian Electric
 
Hawaiian Electric Company, Inc., an electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Hawaii Electric Light Company, Inc., Maui Electric Company, Limited, HECO Capital Trust III (unconsolidated financing subsidiary), Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp.
Hawaiian Electric’s MD&A
 
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
HEI
 
Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., ASB Hawaii, Inc., HEI Properties, Inc. (dissolved in 2015 and wound up in 2017), The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.) and Pacific Current, LLC
HEI's 2018 Proxy Statement
 
Selected sections of Proxy Statement for the 2018 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
HEI’s MD&A
 
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
HEIPI
 
HEI Properties, Inc. (dissolved in 2015 and wound up in 2017), a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.
HEIRSP
 
Hawaiian Electric Industries Retirement Savings Plan
HELOC
 
Home equity line of credit
Hamakua Energy
 
Hamakua Energy, LLC, an indirect subsidiary of HEI and successor in interest to Hamakua Energy Partners, L.P., an affiliate of Arclight Capital Partners (a Boston based private equity firm focused on energy infrastructure investments) and successor in interest to Encogen Hawaii, L.P.
HPOWER
 
City and County of Honolulu with respect to a power purchase agreement for a refuse-fired plant
HTB
 
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.
HTM
 
Held-to-maturity
IPP
 
Independent power producer
IRP
 
Integrated resource plan
IRR
 
Interest rate risk
Island Energy
 
Island Energy Services, LLC (a fuel oil supplier and subsidiary of One Rock Capital Partners, L.P.), who purchased Chevron's Hawaii assets on November 1, 2016 and was assigned Chevron's fuel oil supply contracts with the Utilities.
Kalaeloa
 
Kalaeloa Partners, L.P.
kV
 
Kilovolt
kW
 
Kilowatt/s (as applicable)
KWH
 
Kilowatthour/s (as applicable)
LNG
 
Liquefied natural gas
LSFO
 
Low sulfur fuel oil
LTIP
 
Long-term incentive plan

iii



GLOSSARY OF TERMS (continued)

Terms
 
Definitions
 
 
 
MATS
 
Mercury and Air Toxics Standards
Maui Electric
 
Maui Electric Company, Limited, an electric utility subsidiary of Hawaiian Electric Company, Inc.
MBtu
 
Million British thermal unit
MD&A
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Merger
 
As provided in the Merger Agreement (see below), merger of NEE Acquisition Sub II, Inc. with and into HEI, with HEI surviving, and then merger of HEI with and into NEE Acquisition Sub I, LLC, with NEE Acquisition Sub I, LLC surviving as a wholly owned subsidiary of NextEra Energy, Inc.
Merger Agreement
 
Agreement and Plan of Merger by and among HEI, NextEra Energy, Inc., NEE Acquisition Sub II, Inc. and NEE Acquisition Sub I, LLC, dated December 3, 2014 and terminated July 16, 2016
Moody’s
 
Moody’s Investors Service’s
MOU
 
Memorandum of Understanding
MPIR
 
Major Project Interim Recovery
MSFO
 
Medium sulfur fuel oil
MSR
 
Mortgage servicing right
MW
 
Megawatt/s (as applicable)
MWh
 
Megawatthour/s (as applicable)
NA
 
Not applicable
NAAQS
 
National Ambient Air Quality Standard
NEE
 
NextEra Energy, Inc.
NEM
 
Net energy metering
NII
 
Net interest income
NM
 
Not meaningful
NPBC
 
Net periodic benefits costs
NPPC
 
Net periodic pension costs
NQSO
 
Nonqualified stock options
O&M
 
Other operation and maintenance
OCC
 
Office of the Comptroller of the Currency
OPEB
 
Postretirement benefits other than pensions
OTS
 
Office of Thrift Supervision, Department of Treasury
OTTI
 
Other-than-temporary impairment
PBO
 
Projected benefit obligation
PCB
 
Polychlorinated biphenyls
PGV
 
Puna Geothermal Venture
PPA
 
Power purchase agreement
PPAC
 
Purchased power adjustment clause
PSD
 
Prevention of Significant Deterioration
PSIPs
 
Power Supply Improvement Plans
PUC
 
Public Utilities Commission of the State of Hawaii
PURPA
 
Public Utility Regulatory Policies Act of 1978
PV
 
Photovoltaic
QF
 
Qualifying Facility under the Public Utility Regulatory Policies Act of 1978
QTL
 
Qualified Thrift Lender
RAM
 
Rate adjustment mechanism
RBA
 
Revenue balancing account
Registrant
 
Each of Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc.
REIP
 
Renewable Energy Infrastructure Program
RFP
 
Request for proposals
RHI
 
Renewable Hawaii, Inc., a wholly-owned nonregulated subsidiary of Hawaiian Electric Company, Inc.
ROA
 
Return on assets
ROACE
 
Return on average common equity
RORB
 
Return on rate base
RPS
 
Renewable portfolio standards
S&P
 
Standard & Poor’s
SAR
 
Stock appreciation right

iv



GLOSSARY OF TERMS (continued)

Terms
 
Definitions
 
 
 
SEC
 
Securities and Exchange Commission
See
 
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)
SLHCs
 
Savings & Loan Holding Companies
SOIP
 
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.
Spin-Off
 
The previously planned distribution to HEI shareholders of all of the common stock of ASB Hawaii immediately prior to the Merger, which was terminated
SPRBs
 
Special Purpose Revenue Bonds
ST
 
Steam turbine
state
 
State of Hawaii
Tax Act
 
2017 Tax Cuts and Jobs Act (H.R. 1, An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018)
TDR
 
Troubled debt restructuring
Tesoro
 
Tesoro Hawaii Corporation dba BHP Petroleum Americas Refining Inc., a fuel oil supplier
TOOTS
 
The Old Oahu Tug Service, Inc., a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.
Trust III
 
HECO Capital Trust III
UBC
 
Uluwehiokama Biofuels Corp., a wholly-owned nonregulated subsidiary of Hawaiian Electric Company, Inc.
Utilities
 
Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited
VIE
 
Variable interest entity


v



Cautionary Note Regarding Forward-Looking Statements
This report and other presentations made by Hawaiian Electric Industries, Inc. (HEI) and Hawaiian Electric Company, Inc. (Hawaiian Electric) and their subsidiaries contain “forward-looking statements,” which include statements that are predictive in nature, depend upon or refer to future events or conditions and usually include words such as “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates” or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects or possible future actions are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning HEI and its subsidiaries (collectively, the Company), the performance of the industries in which they do business and economic, political and market factors, among other things. These forward-looking statements are not guarantees of future performance.
Risks, uncertainties and other important factors that could cause actual results to differ materially from those described in forward-looking statements and from historical results include, but are not limited to, the following:
international, national and local economic and political 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; the effects of changes that have or may occur in U.S. policy, such as with respect to immigration and trade; terrorist acts by ISIS or others; potential conflict or crisis with North Korea; and potential pandemics);
the effects of future actions or inaction of the U.S. government or related agencies, including those related to the U.S. debt ceiling, monetary policy and policy and regulation changes advanced or proposed by President Trump and his administration;
weather and natural disasters (e.g., hurricanes, earthquakes, tsunamis, lightning strikes, lava flows and the potential effects of climate change, such as more severe storms and rising sea levels), including their impact on the Company's and Utilities' operations and the economy;
the timing and extent of changes in interest rates and the shape of the yield curve;
the ability of the Company and the Utilities to access the credit and capital markets (e.g., to obtain commercial paper and other short-term and long-term debt financing, including lines of credit, and, in the case of HEI, to issue common stock) under volatile and challenging market conditions, and the cost of such financings, if available;
the risks inherent in changes in the value of the Company’s pension and other retirement plan assets and ASB’s securities available for sale;
changes in laws, regulations (including tax regulations), market conditions and other factors that result in changes in assumptions used to calculate retirement benefits costs and funding requirements;
the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and of the rules and regulations that the Dodd-Frank Act requires to be promulgated;
increasing competition in the banking industry (e.g., increased price competition for deposits, or an outflow of deposits to alternative investments, which may have an adverse impact on ASB’s cost of funds);
the 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, 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;
the ability of the Utilities to develop, implement and recover the costs of implementing the Utilities’ action plans included in their updated Power Supply Improvement Plans (PSIPs), Demand Response Portfolio Plan, Distributed Generation Interconnection Plan, Grid Modernization Plans, and business model changes, which have been and are continuing to be developed and updated in response to the orders issued by the PUC in April 2014, its April 2014 inclinations on the future of Hawaii’s electric utilities and the vision, business strategies and regulatory policy changes required to align the Utilities’ business model with customer interests and the state’s public policy goals, and subsequent orders of the PUC;
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;
fuel oil price changes, delivery of adequate fuel by suppliers and the continued availability to the electric utilities of their energy cost adjustment clauses (ECACs);
the continued availability to the electric utilities 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;
the impact of fuel price volatility on customer satisfaction and political and regulatory support for the Utilities;
the risks associated with increasing reliance on renewable energy, including the availability and cost of non-fossil fuel supplies for renewable energy generation and the operational impacts of adding intermittent sources of renewable energy to the electric grid;
the growing risk that energy production from renewable generating resources may be curtailed and the interconnection of additional resources will be constrained as more generating resources are added to the Utilities' electric systems and as customers reduce their energy usage;
the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);

vi



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;
the ability of the Utilities to negotiate, periodically, favorable agreements for significant resources such as fuel supply contracts and collective bargaining agreements;
new technological developments that could affect the operations and prospects of the Utilities and ASB or their competitors such as the commercial development of energy storage and microgrids and banking through alternative channels;
cyber security risks and the potential for cyber incidents, including potential incidents at HEI, ASB and the Utilities (including at ASB branches and electric utility plants) and incidents at data processing centers they use, to the extent not prevented by intrusion detection and prevention systems, anti-virus software, firewalls and other general information technology controls;
federal, state, county and international governmental and regulatory actions, such as existing, new and changes in laws, rules and regulations applicable to HEI, the Utilities and ASB (including changes in taxation, increases in capital requirements, regulatory policy changes, environmental laws and regulations (including resulting compliance costs and risks of fines and penalties and/or liabilities), the regulation of greenhouse gas emissions, governmental fees and assessments (such as Federal Deposit Insurance Corporation assessments), and potential carbon “cap and trade” legislation that may fundamentally alter costs to produce electricity and accelerate the move to renewable generation);
developments in laws, regulations and policies governing protections for historic, archaeological and cultural sites, and plant and animal species and habitats, as well as developments in the implementation and enforcement of such laws, regulations and policies;
discovery of conditions that may be attributable to historical chemical releases, including any necessary investigation and remediation, and any associated enforcement, litigation or regulatory oversight;
decisions by the PUC in rate cases and other proceedings (including the risks of delays in the timing of decisions, adverse changes in final decisions from interim decisions and the disallowance of project costs as a result of adverse regulatory audit reports or otherwise);
decisions by the PUC and by other agencies and courts on land use, environmental and other permitting issues (such as required corrective actions, restrictions and penalties that may arise, such as with respect to environmental conditions or RPS);
potential enforcement actions by the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation (FDIC) and/or other governmental authorities (such as consent orders, required corrective actions, restrictions and penalties that may arise, for example, with respect to compliance deficiencies under existing or new banking and consumer protection laws and regulations or with respect to capital adequacy);
the ability of the Utilities to recover increasing costs and earn a reasonable return on capital investments not covered by RAMs;
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).
Forward-looking statements speak only as of the date of the report, presentation or filing in which they are made. Except to the extent required by the federal securities laws, HEI, Hawaiian Electric, ASB and their subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral and whether as a result of new information, future events or otherwise.


vii



PART I
ITEM 1.
BUSINESS
HEI Consolidated
HEI and subsidiaries and lines of business.   HEI was incorporated in 1981 under the laws of the State of Hawaii and is a holding company with its principal subsidiaries engaged in electric utility and banking businesses operating primarily in the State of Hawaii. HEI’s predecessor, Hawaiian Electric, was incorporated under the laws of the Kingdom of Hawaii (now the State of Hawaii) on October 13, 1891. As a result of a 1983 corporate reorganization, Hawaiian Electric became an HEI subsidiary and common shareholders of Hawaiian Electric became common shareholders of HEI.
Hawaiian Electric and its operating utility subsidiaries, Hawaii Electric Light Company, Inc. (Hawaii Electric Light) and Maui Electric Company, Limited (Maui Electric), are regulated electric public utilities. Hawaiian Electric also owns all the common securities of HECO Capital Trust III (a Delaware statutory trust), which was formed to effect the issuance of $50 million of cumulative quarterly income preferred securities in 2004, for the benefit of Hawaiian Electric, Hawaii Electric Light and Maui Electric. In December 2002, Hawaiian Electric formed a subsidiary, Renewable Hawaii, Inc., to invest in renewable energy projects, but it has made no investments and currently is inactive. In September 2007, Hawaiian Electric formed another subsidiary, Uluwehiokama Biofuels Corp. (UBC), to invest in a biodiesel refining plant to be built on the island of Maui, which project has been terminated.
Besides Hawaiian Electric and its subsidiaries, HEI also currently owns directly or indirectly the following subsidiaries:  ASB Hawaii, Inc. (ASB Hawaii) (a holding company, formerly known as American Savings Holdings, Inc.) and its subsidiary, American Savings Bank, F.S.B. (ASB); HEI Properties, Inc. (HEIPI), which was dissolved on December 11, 2015 and wound up in June 2017; The Old Oahu Tug Service, Inc. (TOOTS); and Pacific Current, LLC, and its direct and indirect subsidiaries.
ASB, acquired by HEI in 1988, is one of the largest financial institutions in the State of Hawaii with assets of $6.8 billion as of December 31, 2017 .
TOOTS administers certain employee and retiree-related benefit programs and monitors matters related to its predecessor’s former maritime freight transportation operations.
In September 2017, HEI formed new 100% owned subsidiaries—Pacific Current, LLC and its subsidiary Hamakua Holdings, LLC and its subsidiary, Hamakua Energy, LLC. On November 24, 2017, Hamakua Energy, LLC acquired Hamakua Energy Partners, L.P.’s 60-megawatt combined cycle power plant and other assets from affiliates of ArcLight Capital Partners, a private equity firm focused on energy infrastructure investments. The plant sells power to Hawaii Electric Light under an existing power purchase agreement (PPA) that expires in 2030.
In November 2017, HEI formed new 100% owned subsidiaries—Mauo Holdings, LLC (a 100% owned subsidiary of Pacific Current, LLC) and its subsidiary, Mauo, LLC. See Note 2 in the Notes to the Consolidated Financial Statements.
Termination of proposed Merger . For information concerning the termination of HEI's Merger Agreement with NextEra Energy, Inc., see Note 15 of the Consolidated Financial Statements.
Additional information .   For additional information about HEI, see HEI’s MD&A, HEI’s “Quantitative and Qualitative Disclosures about Market Risk” and HEI’s Consolidated Financial Statements, including the Notes thereto.
The Company’s website address is www.hei.com . The information on the Company’s website is not incorporated by reference in this annual report on Form 10-K unless, and except to the extent, specifically incorporated herein by reference. HEI and Hawaiian Electric currently make available free of charge through this website their annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports (since 1994) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. HEI and Hawaiian Electric intend to continue to use HEI’s website as a means of disclosing additional information. Such disclosures will be included on HEI’s website in the Investor Relations section. Accordingly, investors should routinely monitor such portions of HEI’s website, in addition to following HEI’s, Hawaiian Electric’s and ASB’s press releases, SEC filings and public conference calls and webcasts. Investors may also wish to refer to the PUC website at dms.puc.hawaii.gov/dms in order to review documents filed with and issued by the PUC. No information at the PUC website is incorporated herein by reference.
Commitments and contingencies .  See “HEI Consolidated—Liquidity and capital resources –Selected contractual obligations and commitments” in HEI’s MD&A, Hawaiian Electric’s “Commitments and contingencies” below and Note 4 of the Consolidated Financial Statements.

1



Regulation.  HEI and Hawaiian Electric are each holding companies within the meaning of the Public Utility Holding Company Act of 2005 and implementing regulations, which requires holding companies and their subsidiaries to grant the Federal Energy Regulatory Commission (FERC) access to books and records relating to FERC’s jurisdictional rates. FERC granted HEI and Hawaiian Electric a waiver from its record retention, accounting and reporting requirements, effective May 2006.
HEI is subject to an agreement entered into with the PUC (the PUC Agreement) which, among other things, requires PUC approval of any change in control of HEI. The PUC Agreement also requires HEI to provide the PUC with periodic financial information and other reports concerning intercompany transactions and other matters. It also prohibits the electric utilities from loaning funds to HEI or its nonutility subsidiaries and from redeeming common stock of the electric utility subsidiaries without PUC approval. Further, the PUC could limit the ability of the electric utility subsidiaries to pay dividends on their common stock. See “Restrictions on dividends and other distributions” and “Electric utility—Regulation” below.
HEI and ASB Hawaii are subject to Federal Reserve Board (FRB) regulation, supervision and reporting requirements as savings and loan holding companies. As a result of the enactment of the Dodd-Frank Act, supervision and regulation of HEI and ASB Hawaii, as thrift holding companies, moved to the FRB, and supervision and regulation of ASB, as a federally chartered savings bank, moved to the Office of the Comptroller of the Currency (OCC) in July 2011. In the event the OCC has reasonable cause to believe that any activity of HEI or ASB Hawaii constitutes a serious risk to the financial safety, soundness or stability of ASB, the OCC is authorized to impose certain restrictions on HEI, ASB Hawaii and/or any of their subsidiaries. Possible restrictions include precluding or limiting: (i) the payment of dividends by ASB; (ii) transactions between ASB, HEI or ASB Hawaii, and their subsidiaries or affiliates; and (iii) any activities of ASB that might expose ASB to the liabilities of HEI and/or ASB Hawaii and their other affiliates. See “Restrictions on dividends and other distributions” below.
Bank regulations generally prohibit savings and loan holding companies and their nonthrift subsidiaries from engaging in activities other than those which are specifically enumerated in the regulations. However, the unitary savings and loan holding company relationship among HEI, ASB Hawaii and ASB is “grandfathered” under the Gramm-Leach-Bliley Act of 1999 (Gramm Act) so that HEI and its subsidiaries are able to continue to engage in their current activities so long as ASB satisfies the qualified thrift lender (QTL) test discussed under “Bank—Regulation—Qualified thrift lender test.” ASB met the QTL test at all times during 2017 ; however, the failure of ASB to satisfy the QTL test in the future could result in a need for HEI to divest ASB.
HEI is also affected by provisions of the Dodd-Frank Act relating to corporate governance and executive compensation, including provisions requiring shareholder “say on pay” and “say on pay frequency” votes, mandating additional disclosures concerning executive compensation and compensation consultants and advisors and further restricting proxy voting by brokers in the absence of instructions. See “Bank—Legislation and regulation” in HEI’s MD&A for a discussion of effects of the Dodd-Frank Act on HEI and ASB.
Restrictions on dividends and other distributions .   HEI is a legal entity separate and distinct from its various subsidiaries. As a holding company with no significant operations of its own, HEI’s principal sources of funds are dividends or other distributions from its operating subsidiaries, borrowings and sales of equity. The rights of HEI and, consequently, its creditors and shareholders, to participate in any distribution of the assets of any of its subsidiaries are subject to the prior claims of the creditors and preferred shareholders of such subsidiary, except to the extent that claims of HEI in its capacity as a creditor are recognized as primary.
The abilities of certain of HEI’s subsidiaries to pay dividends or make other distributions to HEI are subject to contractual and regulatory restrictions. Under the PUC Agreement, in the event that the consolidated common stock equity of the electric utility subsidiaries falls below 35% of the total capitalization of the electric utilities (including the current maturities of long-term debt, but excluding short-term borrowings), the electric utility subsidiaries would, absent PUC approval, be restricted in their payment of cash dividends to 80% of the earnings available for the payment of dividends in the current fiscal year and preceding five years, less the amount of dividends paid during that period. The PUC Agreement also provides that the foregoing dividend restriction shall not be construed as relinquishing any right the PUC may have to review the dividend policies of the electric utility subsidiaries. As of December 31, 2017 , the consolidated common stock equity of HEI’s electric utility subsidiaries was 57% of their total capitalization (as calculated for purposes of the PUC Agreement). As of December 31, 2017 , Hawaiian Electric and its subsidiaries had common stock equity of $1.8 billion of which approximately $755 million was not available for transfer to HEI without regulatory approval.
The ability of ASB to make capital distributions to HEI and other affiliates is restricted under federal law. Subject to a limited exception for stock redemptions that do not result in any decrease in ASB’s capital and would improve ASB’s financial condition, ASB is prohibited from declaring any dividends, making any other capital distributions, or paying a management fee to a controlling person if, following the distribution or payment, ASB would be deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized. See “Bank—Regulation—Prompt corrective action.” All dividends are subject to

2



review by the OCC and FRB and receipt of a letter from the FRB communicating the agencies’ non-objection to the payment of any dividend ASB proposes to declare and pay to ASB Hawaii and HEI. Also see Note 12 to the Consolidated Financial Statements.
HEI and its subsidiaries are also subject to debt covenants, preferred stock resolutions and the terms of guarantees that could limit their respective abilities to pay dividends. The Company does not expect that the regulatory and contractual restrictions applicable to HEI and/or its subsidiaries will significantly affect the operations of HEI or its ability to pay dividends on its common stock.
Environmental regulation .  HEI and its subsidiaries are subject to federal and state statutes and governmental regulations pertaining to water quality, air quality and other environmental factors. See the “Environmental regulation” discussions in the “Electric utility” and “Bank” sections below.
Securities ratings.  See the Fitch Ratings, Inc. (Fitch), Moody’s Investors Service’s (Moody’s) and Standard & Poor’s (S&P) ratings of HEI’s and Hawaiian Electric’s securities and discussion under “Liquidity and capital resources” (both “HEI Consolidated” and “Electric utility”) in HEI’s MD&A. These ratings reflect only the view, at the time the ratings are issued, of the applicable rating agency from whom an explanation of the significance of such ratings may be obtained. There is no assurance that any such credit rating will remain in effect for any given period of time or that such rating will not be lowered, suspended or withdrawn entirely by the applicable rating agency if, in such rating agency’s judgment, circumstances so warrant. Any such lowering, suspension or withdrawal of any rating may have an adverse effect on the market price or marketability of HEI’s and/or Hawaiian Electric’s securities, which could increase the cost of capital of HEI and Hawaiian Electric, and could affect costs, including interest charges, under HEI's and/or Hawaiian Electric's debt securities and credit facilities. Neither HEI nor Hawaiian Electric management can predict future rating agency actions or their effects on the future cost of capital of HEI or Hawaiian Electric.
Revenue bonds have been issued by the Department of Budget and Finance of the State of Hawaii for the benefit of Hawaiian Electric and its subsidiaries, but the source of their repayment are the unsecured obligations of Hawaiian Electric and its subsidiaries under loan agreements and notes issued to the Department, including Hawaiian Electric’s guarantees of its subsidiaries’ obligations. The payment of principal and interest due on revenue bonds currently outstanding and issued prior to 2009 are insured, but the ratings of these insurers have been withdrawn—see “Electric Utility—Liquidity and capital resources” in HEI’s MD&A.
Employees.  The Company had full-time employees as follows:
December 31
2017

 
2016

 
2015

 
2014

 
2013

HEI
41

 
41

 
39

 
44

 
43

Hawaiian Electric and its subsidiaries
2,724

 
2,662

 
2,727

 
2,759

 
2,764

ASB
1,115

 
1,093

 
1,152

 
1,162

 
1,159

 
3,880

 
3,796

 
3,918

 
3,965

 
3,966

The employees of HEI and its direct and indirect subsidiaries, other than the electric utilities, are not covered by any collective bargaining agreement. The International Brotherhood of Electrical Workers Local 1260 represents roughly half of the Utilities' workforce covered by a collective bargaining agreement that expires on October 31, 2018.
Properties.  HEI leases office space from nonaffiliated lessors in downtown Honolulu under leases that expire in December 2022. See the discussions under “Electric Utility” and “Bank” below for a description of properties they own and lease.
Hamakua Energy, LLC owns a total of approximately 93 acres located on the Hamakua coast on the island of Hawaii. Its power plant is situated on approximately 59 acres and the remaining 34 acres includes surrounding parcels of which 30 acres are located on the ocean front.
Electric utility
Hawaiian Electric and subsidiaries and service areas.  Hawaiian Electric, Hawaii Electric Light and Maui Electric (Utilities) are regulated operating electric public utilities engaged in the production, purchase, transmission, distribution and sale of electricity on the islands of Oahu; Hawaii; and Maui, Lanai and Molokai, respectively. Hawaiian Electric acquired Maui Electric in 1968 and Hawaii Electric Light in 1970. In 2017, the electric utilities’ revenues and net income amounted to approximately 88% and 73% respectively, of HEI’s consolidated revenues and net income, compared to approximately 88% and 58% (impacted by a merger termination fee and other impacts at HEI corporate) in 2016 and approximately 90% and 85% in 2015, respectively.

3



The islands of Oahu, Hawaii, Maui, Lanai and Molokai have a combined population estimated at 1.4 million, or approximately 95% of the total population of the State of Hawaii, and comprise a service area of 5,815 square miles. The principal communities served include Honolulu (on Oahu), Hilo and Kona (on Hawaii) and Wailuku and Kahului (on Maui). The service areas also include numerous suburban communities, resorts, U.S. Armed Forces installations and agricultural operations. The state has granted Hawaiian Electric, Hawaii Electric Light and Maui Electric nonexclusive franchises, which authorize the Utilities to construct, operate and maintain facilities over and under public streets and sidewalks. Each of these franchises will continue in effect for an indefinite period of time until forfeited, altered, amended or repealed.
Sales of electricity.
Years ended December 31
2017
 
2016
 
2015
(dollars in thousands)
Customer accounts*
 
Electric sales revenues
 
Customer accounts*
 
Electric sales revenues
 
Customer accounts*
 
Electric sales revenues
Hawaiian Electric
304,948

 
$
1,592,016

 
304,261

 
$
1,466,225

 
302,958

 
$
1,636,245

Hawaii Electric Light
85,925

 
331,697

 
85,029

 
309,521

 
84,309

 
343,843

Maui Electric
71,352

 
323,882

 
70,872

 
306,767

 
70,533

 
343,722

 
462,225

 
$
2,247,595

 
460,162

 
$
2,082,513

 
457,800

 
$
2,323,810

* As of December 31.
Seasonality Kilowatthour (KWH) sales of the Utilities follow a seasonal pattern, but they do not experience extreme seasonal variations due to extreme weather variations experienced by some electric utilities on the U.S. mainland. KWH sales in Hawaii tend to increase in the warmer, more humid months as a result of increased demand for air conditioning.
Significant customers The Utilities derived approximately 11% of their operating revenues in 2017, 2016 and 2015 from the sale of electricity to various federal government agencies.
Under the Energy Policy Act of 2005, the Energy Independence and Security Act of 2007 and/or executive orders: (1) federal agencies must establish energy conservation goals for federally funded programs, (2) goals were set to reduce federal agencies’ energy consumption by 3% per year up to 30% by fiscal year 2015 relative to fiscal year 2003, and (3) renewable energy goals were established for electricity consumed by federal agencies. Executive Order 13693 signed in March 2015, updated the earlier provisions and adopted new reduction targets for years after fiscal year 2015, requiring federal buildings to achieve a 2.5% reduction in consumption annually. Hawaiian Electric continues to work with various federal agencies to implement measures that will help them achieve their energy reduction and renewable energy objectives.
State of Hawaii and U.S. Department of Energy MOU On September 15, 2014, the State of Hawaii and the U.S. Department of Energy executed a Memorandum of Understanding (MOU) recognizing that Hawaii is embarking on the next phase of its clean energy future. The MOU provides the framework for a comprehensive, sustained effort to better realize its vast renewable energy potential and allow Hawaii to push forward in three main areas: the power sector, transportation and energy efficiency. This next phase is focused on stimulating deployment of clean energy infrastructure as a catalyst for economic growth, energy system innovation and test bed investments.
Energy Efficiency. The PUC issued an order on January 3, 2012 approving a framework for Energy Efficiency Portfolio Standards (EEPS) that set 2008 as the initial base year for evaluation and linearly allocated the 2030 goal to interim incremental reduction goals of 1,375 GWH by 2015 and 975 GWH by each of the years 2020, 2025 and 2030. These goals may be revised through goal evaluations scheduled every five years or as the result of recommendations by an EEPS technical working group (TWG) for consideration by the PUC. Pursuant to the PUC's EEPS framework, the PUC has contracted with a public benefits fee administrator to operate and manage energy efficiency programs, and any incentive and/or penalty mechanisms related to the achievement of the goals are at the discretion of the PUC.
The Division of Consumer Advocacy’s 2017 Compliance Resolution Fund Report states that it appears Hawaii has met its 2016 Renewable Portfolio Standards and EEPS goals and is progressing towards its 2020 goals. The EEPS has contributed to lower sales; however, the implementation of decoupling has delinked sales and revenues. See "Decoupling" in Note 3 of the Consolidated Financial Statements.
Electrification of Transportation . In December 2016, a coalition of eight public, private and non-profit organizations came together to form Drive Electric Hawaii and entered into a MOU that put forth a shared a vision of supporting and promoting electrification transportation. Drive Electric Hawaii seeks to promote the use of electric vehicles, cuts fossil-fuel transportation and adds more renewable energy through collaboration on education, promotion, advocacy and infrastructure.

4



Neither HEI nor Hawaiian Electric management can predict with certainty the impact of these or other governmental mandates or MOU's on HEI’s or Hawaiian Electric’s future results of operations, financial condition or liquidity.
Selected consolidated electric utility operating statistics.
Years ended December 31
2017

 
2016

 
2015

 
2014

 
2013

KWH sales (millions)
 

 
 

 
 

 
 

 
 

Residential
2,334.5

 
2,332.7

 
2,396.5

 
2,379.7

 
2,450.9

Commercial
2,867.9

 
2,911.5

 
2,977.8

 
3,022.0

 
3,105.9

Large light and power
3,443.3

 
3,555.1

 
3,532.9

 
3,524.5

 
3,462.7

Other
44.7

 
46.0

 
49.3

 
50.0

 
50.0

 
8,690.4

 
8,845.3

 
8,956.5

 
8,976.2

 
9,069.5

KWH net generated and purchased (millions)
 
 
 
 
 
 
 
 
 
Net generated
4,888.4

 
4,940.4

 
5,124.5

 
5,131.3

 
5,352.0

Purchased
4,247.1

 
4,349.1

 
4,308.3

 
4,306.7

 
4,195.2

 
9,135.5

 
9,289.5

 
9,432.8

 
9,438.0

 
9,547.2

Losses and system uses (%)
4.7

 
4.6

 
4.8

 
4.7

 
4.8

Energy supply (December 31)
 
 
 
 
 
 
 
 
 
Net generating capability—MW
1,673

 
1,669

 
1,669

 
1,787

 
1,787

Firm and other purchased capability—MW
551

 
551

 
555

 
575

 
567

 
2,224

 
2,220

 
2,224

 
2,362

 
2,354

Net peak demand—MW 1
1,584

 
1,593

 
1,610

 
1,554

 
1,535

Btu per net KWH generated
10,812

 
10,710

 
10,632

 
10,613

 
10,570

Average fuel oil cost per MBtu (cents)
1,114.3

 
862.3

 
1,206.5

 
2,087.6

 
2,103.2

Customer accounts (December 31)
 
 
 
 
 
 
 
 
 
Residential
406,241

 
402,818

 
400,655

 
398,256

 
394,910

Commercial
53,732

 
55,089

 
54,878

 
54,924

 
54,616

Large light and power
656

 
670

 
659

 
596

 
556

Other
1,596

 
1,585

 
1,608

 
1,640

 
1,660

 
462,225

 
460,162

 
457,800

 
455,416

 
451,742

Electric revenues (thousands)
 

 
 

 
 

 
 

 
 

Residential
$
691,857

 
$
638,776

 
$
709,886

 
$
879,605

 
$
892,438

Commercial
766,921

 
711,553

 
798,202

 
1,027,588

 
1,044,166

Large light and power
776,808

 
720,878

 
802,366

 
1,051,119

 
1,015,079

Other
12,009

 
11,306

 
13,356

 
17,163

 
17,008

 
$
2,247,595

 
$
2,082,513

 
$
2,323,810

 
$
2,975,475

 
$
2,968,691

Average revenue per KWH sold (cents)
25.86

 
23.54

 
25.90

 
33.15

 
32.73

Residential
29.64

 
27.38

 
29.62

 
36.96

 
36.41

Commercial
26.74

 
24.44

 
26.81

 
34.00

 
33.62

Large light and power
22.56

 
20.28

 
22.71

 
29.82

 
29.31

Other
26.82

 
24.61

 
27.05

 
34.36

 
34.02

Residential statistics
 
 
 
 
 
 
 
 
 
Average annual use per customer account (KWH)
5,779

 
5,806

 
5,996

 
6,000

 
6,220

Average annual revenue per customer account
$
1,713

 
$
1,590

 
$
1,776

 
$
2,218

 
$
2,265

Average number of customer accounts
403,983

 
401,796

 
399,674

 
396,640

 
394,024

1  
Sum of the net peak demands on all islands served, noncoincident and nonintegrated.

5



Generation statistics.  The following table contains certain generation statistics as of and for the year ended December 31, 2017 . The net generating and firm purchased capability available for operation at any given time may be more or less than shown because of capability restrictions or temporary outages for inspection, maintenance, repairs or unforeseen circumstances.
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
 
 
 
 Island of
Oahu
 
Island of
Hawaii
 
Island of
Maui
 
Island of
Lanai
 
Island of
Molokai
 
Total
 
Net generating and firm purchased capability (MW) as of December 31, 2017 1
 
 
 
 
 
 
 
 
 
 
 
 
Conventional oil-fired steam units
999.5

 
50.1

 
35.9

 

 

 
1,085.5

 
Diesel

 
29.5

 
96.8

 
10.1

 
9.6

 
146.0

 
Combustion turbines (peaking units)
101.8

 

 

 

 

 
101.8

 
Other combustion turbines

 
46.3

 

 

 
2.2

 
48.5

 
Combined-cycle unit

 
56.3

 
113.6

 

 

 
169.9

 
Biodiesel
121.0

 

 

 

 

 
121.0

 
Firm contract power 2
456.5

 
94.6

 

 

 

 
551.1

 
 
1,678.8

 
276.8

 
246.3

 
10.1

 
11.8

 
2,223.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net peak demand (MW) 3
1,184.0

 
190.5

 
198.5

 
5.4

 
5.9

 
1,584.3

 
Reserve margin
41.0
%
 
45.3
%
 
25.0
%
 
87.0
%
 
100.0
%
 
42.0
%
 
Annual load factor
66.1
%
 
67.3
%
 
63.0
%
 
66.2
%
 
60.2
%
 
65.8
%
 
KWH net generated and purchased (millions)
6,854.7

 
1,123.6

 
1,094.7

 
31.4

 
31.1

 
9,135.5

 
1  
Hawaiian Electric units at normal ratings; Hawaii Electric Light and Maui Electric units at reserve ratings.
2  
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, LLC, oil-fired).
3  
Noncoincident and nonintegrated.

Generating reliability and reserve margin.   Hawaiian Electric serves the island of Oahu and Hawaii Electric Light serves the island of Hawaii. Maui Electric has three separate electrical systems—one each on the islands of Maui, Molokai and Lanai. Hawaiian Electric, Hawaii Electric Light and Maui Electric have isolated electrical systems that are not currently interconnected to each other or to any other electrical grid and, thus, each maintains a higher level of reserve generation than is typically carried by interconnected mainland U.S. utilities, which are able to share reserve capacity. These higher levels of reserve margins are required to meet peak electric demands, to provide for scheduled maintenance of generating units (including the units operated by IPPs relied upon for firm capacity) and to allow for the forced outage of the largest generating unit in the system.
See “Adequacy of supply” in HEI’s MD&A under “Electric utility.”
Nonutility generation.   The Utilities have supported state and federal energy policies which encourage the development of renewable energy sources that reduce the use of fuel oil as well as the development of qualifying facilities. The Utilities' renewable energy sources and potential sources range from wind, solar, photovoltaic, geothermal, wave and hydroelectric power to energy produced by the municipal waste and other biofuels.
The rate schedules of the electric utilities contain ECACs and PPACs that allow them to recover costs of fuel and purchase power expenses. The PUC approved the PPACs for the first time for Hawaiian Electric, Hawaii Electric Light and Maui Electric in March 2011, February 2012 and May 2012, respectively.
In addition to the firm capacity PPAs described below, the electric utilities also purchase energy on an as-available basis directly from nonutility generators and through its Feed-In Tariff programs. The electric utilities also receive renewable energy from customers under its Net Energy Metering and Customer Grid Supply programs.
The PUC has allowed rate recovery for the firm capacity and purchased energy costs for the electric utilities’ approved firm capacity and as-available energy PPAs.

6



Hawaiian Electric firm capacity PPAs Hawaiian Electric currently has three major PPAs that provide a total of 456.5 MW of firm capacity, representing 27% of Hawaiian Electric’s total net generating and firm purchased capacity on the Island of Oahu as of December 31, 2017 .
In March 1988, Hawaiian Electric entered into a PPA with AES Barbers Point, Inc. (now known as AES Hawaii, Inc. (AES Hawaii)), a Hawaii-based, indirect subsidiary of The AES Corporation. The agreement with AES Hawaii, as amended (through Amendment No. 2), provides that, for a period of 30 years beginning September 1992, Hawaiian Electric will purchase 180 megawatts (MW) of firm capacity. The AES Hawaii coal-fired cogeneration plant utilizes a “clean coal” technology and is designed to sell sufficient steam to be a “Qualifying Facility” (QF) under the Public Utility Regulatory Policies Act of 1978 (PURPA). See “Commitments and contingencies–Power purchase agreements–AES Hawaii, Inc.” in Note 3 to the Consolidated Financial Statements for an update regarding this PPA.
In October 1988, Hawaiian Electric entered into an agreement with Kalaeloa Partners, L.P. (Kalaeloa), a limited partnership, which, through affiliates, contracted to design, build, operate and maintain a QF. The agreement with Kalaeloa, as amended, provided that Hawaiian Electric would purchase 180 MW of firm capacity for a period of 25 years beginning in May 1991 and terminating in May 2016. The Kalaeloa facility is a combined-cycle operation, consisting of two oil-fired combustion turbines burning low sulfur fuel oil (LSFO) and a steam turbine that utilizes waste heat from the combustion turbines. Following two additional amendments, effective in 2005, Kalaeloa currently supplies Hawaiian Electric with 208 MW of firm capacity. In January 2011, Hawaiian Electric initiated renegotiation of the agreement with Kalaeloa (exempt from the PUC’s Competitive Bidding Framework). The PPA, as amended, automatically extends on a month-to-month basis as long as the parties are still negotiating in good faith. Hawaiian Electric and Kalaeloa have agreed that neither party will terminate the PPA prior to October 31, 2018. This agreement complements continued negotiations between the parties and accounts for time needed for PUC approval of a negotiated resolution.
Hawaiian Electric also entered into a PPA in March 1986 and a firm capacity amendment in April 1991 with the City and County of Honolulu with respect to a refuse-fired plant (HPOWER). Under the amended PPA, the HPOWER facility supplied Hawaiian Electric with 46 MW of firm capacity. In May 2012, Hawaiian Electric entered into an amended and restated PPA with the City and County of Honolulu to purchase additional firm capacity (including the then existing 46 MW) from the expanded HPOWER facility for a term of 20 years from the commercial operation date (April 2, 2013). Under the amended and restated PPA, which the PUC approved, Hawaiian Electric purchases 68.5 MW of firm capacity.
Hawaii Electric Light firm capacity PPAs As of December 31, 2017 , Hawaii Electric Light has two major PPAs that provide a total of for 94.6 MW of firm capacity, representing 34% of Hawaii Electric Light's total net generating and firm purchased capacity on the Island of Hawaii as of December 31, 2017.
Hawaii Electric Light has a 35-year PPA with Puna Geothermal Venture (PGV) for 30 MW of firm capacity from its geothermal steam facility, which will expire on December 31, 2027. In February 2011, Hawaii Electric Light and PGV amended the PPA for the pricing on a portion of the energy payments and entered into a new PPA for Hawaii Electric Light to acquire an additional 8 MW of firm, dispatchable capacity. The PUC approved the amendment and the new PPA in December 2011. PGV’s expansion became commercially operational in March 2012 for a total facility capacity of 34.6 MW.
In October 1997, Hawaii Electric Light entered into an agreement with Encogen, which was succeeded by Hamakua Energy Partners, L. P. (HEP). The agreement requires Hawaii Electric Light to purchase up to 60 MW (net) of firm capacity for a period of 30 years, expiring on December 31, 2030. The dual-train combined-cycle (DTCC) facility, which primarily burns naphtha (a mixture of liquid hydrocarbons), consists of two oil-fired combustion turbines and a steam turbine that utilizes waste heat from the combustion turbines. In December 2015, Hawaii Electric Light signed an Asset Purchase Agreement (APA) to purchase the 60 MW generating plant from HEP, and in February 2016, filed an application with the PUC requesting approval of the APA. In May 2017, the PUC denied the application on the grounds that customer benefits were not sufficiently demonstrated to justify the purchase and in July 2017, the APA was terminated. In November 2017, Hamakua Energy, LLC, an indirect subsidiary of HEI, purchased the plant from HEP.
In May 2012, Hawaii Electric Light signed a PPA with Hu Honua Bioenergy, LLC (Hu Honua) for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass on the island of Hawaii. This PPA was approved by the PUC in December 2013. Per the terms of the PPA, the Hu Honua plant was scheduled to be in service in 2016, however, Hu Honua encountered construction delays, failed to meet its obligations under the PPA, and failed to provide adequate assurances that it could perform or had the financial means to perform. Hawaii Electric Light terminated the PPA on March 1, 2016. On November 30, 2016, Hu Honua filed a civil complaint in the United States District Court for the District of Hawaii that included claims purportedly arising out of the termination of Hu Honua’s PPA. On May 26, 2017, Hawaii Electric Light and Hu Honua entered into a settlement agreement to settle claims related to the termination of the original PPA. The settlement agreement was contingent on the PUC’s approval of an amended and restated PPA between Hawaii Electric Light and Hu Honua dated May 5, 2017. The Amended and Restated PPA was approved by the PUC on July 28, 2017. On August 25, 2017,

7



the PUC's approval was appealed by a third party. The appeal is still pending. Hu Honua is expected to be on-line by the end of 2018.
Maui Electric firm capacity PPAs Maui Electric has no firm power PPAs.
Fuel oil usage and supply.   The rate schedules of the Utilities include ECACs under which electric rates (and consequently the revenues of the electric utility subsidiaries generally) are adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power. See discussion of rates and issues relating to the ECAC below under “Rates,” and “Electric utility—Certain factors that may affect future results and financial condition—Regulation of electric utility rates” and “Electric utility—Material estimates and critical accounting policies–Revenues” in HEI’s MD&A.
Hawaiian Electric’s steam generating units consume low sulfur fuel oil (LSFO) and Hawaiian Electric’s combustion turbine peaking units consume diesel, except for Hawaiian Electric's Campbell Industrial Park generating facility which operates exclusively on B99 grade biodiesel.
Hawaii Electric Light’s and Maui Electric’s steam generating units burn industrial fuel oil (IFO) and Hawaii Electric Light’s and Maui Electric’s Maui combustion turbine generating units burn diesel. Hawaii Electric Light’s and Maui Electric’s Maui, Molokai, and Lanai diesel engine generating units burn ultra-low-sulfur diesel. All of the fuel purchased for the Utilities(except for fuel purchased for Lanai) is purchased under the new fuel supply contracts with Island Energy Services, LLC (previously with Chevron Products Company), which began on January 1, 2017 and will terminate at the end of 2019.
See the fuel oil commitments information set forth in the “Fuel contracts” section in Note 3 of the Consolidated Financial Statements.
The following table sets forth the average cost of fuel oil used by Hawaiian Electric, Hawaii Electric Light and Maui Electric to generate electricity in 2017 , 2016 and 2015 :
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Consolidated
 
$/Barrel
 
¢/MBtu
 
$/Barrel
 
¢/MBtu
 
$/Barrel
 
¢/MBtu
 
$/Barrel
 
¢/MBtu
2017
67.96

 
1,087.1

 
68.02

 
1,125.2

 
72.29

 
1,214.6

 
68.78

 
1,114.3

2016
51.30

 
815.2

 
53.27

 
876.9

 
62.21

 
1,048.6

 
53.49

 
862.3

2015
71.86

 
1,144.8

 
79.03

 
1,307.3

 
84.38

 
1,425.7

 
74.71

 
1,206.5

The average per-unit cost of fuel oil consumed to generate electricity for Hawaiian Electric, Hawaii Electric Light and Maui Electric reflects a different volume mix of fuel types and grades as follows:
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
% LSFO

 
% Biodiesel/Diesel

 
% IFO

 
% Diesel

 
% IFO

 
% Diesel

2017
95

 
5

 
43

 
57

 
23

 
77

2016
97

 
3

 
49

 
51

 
19

 
81

2015
96

 
4

 
43

 
57

 
16

 
84

In December 2000, Hawaii Electric Light and Maui Electric executed contracts of private carriage with Hawaiian Interisland Towing, Inc. for the employment of a double-hull tank barge for the shipment of industrial fuel oil (IFO) and diesel supplies from their fuel suppliers’ facilities on Oahu to storage locations on the islands of Hawaii and Maui, respectively, commencing January 1, 2002. The contracts have been extended through December 31, 2021. In July 2011, the carriage contracts were assigned to Kirby Corporation (Kirby), which provides refined petroleum and other products for marine transportation, distribution and logistics services in the U.S. domestic marine transportation industry.
Kirby never takes title to the fuel oil or diesel fuel, but does have custody and control while the fuel is in transit from Oahu. If there were an oil spill in transit, Kirby is generally contractually obligated to indemnify Hawaii Electric Light and/or Maui Electric for resulting clean-up costs, fines and damages. Kirby maintains liability insurance coverage for an amount in excess of $1 billion for oil spill related damage. State law provides a cap of $700 million on liability for releases of heavy fuel oil transported interisland by tank barge. In the event of a release, Hawaii Electric Light and/or Maui Electric may be responsible for any clean-up, damages, and/or fines that Kirby and its insurance carrier do not cover.
The prices that Hawaiian Electric, Hawaii Electric Light and Maui Electric pay for purchased energy from certain older nonutility generators are generally linked to the price of oil. The AES Hawaii energy prices vary primarily with an inflation index. The energy prices for Kalaeloa, which purchases LSFO from Par Hawaii Refining, LLC (PAR), vary primarily with the price of Asian crude oil. A portion of PGV energy prices are based on the electric utilities’ respective short-run avoided energy

8



cost rates (which vary with their composite fuel costs), subject to minimum floor rates specified in their approved PPA. Hamakua Energy energy prices vary primarily with the cost of naphtha.
The Utilities estimate that the net energy they generate or purchase based on fossil fuel oil in 2018 will be comparable to 68% in 2017 . Hawaiian Electric generally maintains an average system fuel inventory level equivalent to 47 days of forward consumption. Hawaii Electric Light and Maui Electric generally maintain an average system fuel inventory level equivalent to approximately one month’s supply of both MSFO and diesel. The PPAs with AES Hawaii and Hamakua Energy require that they maintain certain minimum fuel inventory levels.
Rates.   Hawaiian Electric, Hawaii Electric Light and Maui Electric are subject to the regulatory jurisdiction of the PUC with respect to rates, issuance of securities, accounting and certain other matters. See “Regulation” below.
General rate increases require the prior approval of the PUC after public and contested case hearings. Rates for Hawaiian Electric and its subsidiaries include ECACs and PPACs. Under current law and practices, specific and separate PUC approval is not required for each rate change pursuant to automatic rate adjustment clauses previously approved by the PUC. PURPA requires the PUC to periodically review the ECACs of electric and gas utilities in the state, and such clauses, as well as the rates charged by the utilities generally, are subject to change. PUC approval is also required for all surcharges and adjustments before they are reflected in rates.
See “Electric utility–Most recent rate proceedings,” “Electric utility–Certain factors that may affect future results and financial condition–Regulation of electric utility rates” and “Electric utility–Material estimates and critical accounting policies–Revenues” in HEI’s MD&A and “Interim increases” and “Utility projects” under “Commitments and contingencies” in Note  3 of the Consolidated Financial Statements.
Public Utilities Commission and Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii.   Randall Y. Iwase is the Chair of the PUC (for a term that will expire in June 2020) and was formerly a state legislator, Honolulu city council member, supervising deputy attorney general, and Chair of the Hawaii State Tax Review Commission. The other commissioners are Lorraine H. Akiba (for a term that will expire in June 2018), who previously was an attorney in private practice who earlier served as the Director of the State Department of Labor and Industrial Relations, and James Griffin (for a term that will expire in June 2022), who was previously a faculty member at the Hawaii Natural Energy Institute before serving as the PUC's Chief of Policy and Research.
The Division of Consumer Advocacy is led by its Executive Director, Dean Nishina, who most recently served as the division's Public Utilities Administrator.
Competition.   See “Electric utility–Certain factors that may affect future results and financial condition–Competition” in HEI’s MD&A.
Electric and magnetic fields.   The generation, transmission and use of electricity produces low-frequency (50Hz-60Hz) electrical and magnetic fields (EMF). While EMF has been classified as a possible human carcinogen by more than one public health organization and remains the subject of ongoing studies and evaluations, no definite causal relationship between EMF and health risks has been clearly demonstrated to date and there are no federal standards in the U.S. limiting occupational or residential exposure to 50Hz-60Hz EMF. The Utilities are continuing to monitor the ongoing research and continue to participate in utility industry funded studies on EMF and, where technically feasible and economically reasonable, continue to pursue a policy of prudent avoidance in the design and installation of new transmission and distribution facilities. Management cannot predict the impact, if any, the EMF issue may have on the Utilities in the future.
Global climate change and greenhouse gas (GHG) emissions reduction.   The Utilities share the concerns of many regarding the potential effects of global climate changes and the human contributions to this phenomenon, including burning of fossil fuels for electricity production, transportation, manufacturing and agricultural activities, as well as deforestation. Recognizing that effectively addressing global climate changes requires commitment by the private sector, all levels of government, and the public, the Utilities are committed to taking direct action to mitigate GHG emissions from its operations. See “Electric utility risk–Global climate change and greenhouse gas emissions reduction” under “Item 1A. Risk factors.”
Legislation.   See “Electric utility–Legislation and regulation” in HEI’s MD&A.
Commitments and contingencies .  See “Selected contractual obligations and commitments” in Hawaiian Electric’s MD&A and “Electric utility–Certain factors that may affect future results and financial condition–Other regulatory and permitting contingencies” in HEI’s MD&A, Item 1A. Risk Factors, and Note 3 of the Consolidated Financial Statements for a discussion of important commitments and contingencies.
Regulation.   The PUC regulates the rates, issuance of securities, accounting and certain other aspects of the operations of Hawaiian Electric and its electric utility subsidiaries. See the previous discussion under “Rates” and the discussions under

9



“Electric utility–Results of operations–Most recent rate proceedings” and “Electric utility–Certain factors that may affect future results and financial condition–Regulation of electric utility rates” in HEI’s MD&A.
Any adverse decision or policy made or adopted by the PUC, or any prolonged delay in rendering a decision, could have a material adverse effect on consolidated Hawaiian Electric’s and the Company’s results of operations, financial condition or liquidity.
On September 15, 2014, the State of Hawaii and the U.S. Department of Energy executed a MOU recognizing that Hawaii is embarking on the next phase of its clean energy future. See "State of Hawaii and U.S. Department of Energy MOU" above.
In 2015, Hawaii’s RPS law was amended to require electric utilities to meet an RPS of 15%, 30%, 40%, 70% and 100% by December 31, 2015, 2020, 2030, 2040 and 2045 respectively. Energy savings resulting from energy efficiency programs do not count toward the RPS since 2014 (only electrical generation using renewable energy as a source counts).
Certain transactions between HEI’s electric public utility subsidiaries (Hawaiian Electric, Hawaii Electric Light and Maui Electric) and HEI and affiliated interests (as defined by statute) are subject to regulation by the PUC. All contracts of $300,000 or more in a calendar year for management, supervisory, construction, engineering, accounting, legal, financial and similar services and for the sale, lease or transfer of property between a public utility and affiliated interests must be filed with the PUC to be effective, and the PUC may issue cease and desist orders if such contracts are not filed. All such “affiliated contracts” for capital expenditures (except for real property) must be accompanied by comparative price quotations from two nonaffiliates, unless the quotations cannot be obtained without substantial expense. Moreover, all transfers of $300,000 or more of real property between a public utility and affiliated interests require the prior approval of the PUC and proof that the transfer is in the best interest of the public utility and its customers. If the PUC, in its discretion, determines that an affiliated contract is unreasonable or otherwise contrary to the public interest, the utility must either revise the contract or risk disallowance of payments under the contract for rate-making purposes. In rate-making proceedings, a utility must also prove the reasonableness of payments made to affiliated interests under any affiliated contract of $300,000 or more by clear and convincing evidence.
In December 1996, the PUC issued an order in a docket that had been opened to review the relationship between HEI and Hawaiian Electric and the effects of that relationship on the operations of Hawaiian Electric. The order adopted the report of the consultant the PUC had retained and ordered Hawaiian Electric to continue to provide the PUC with periodic status reports on its compliance with the PUC Agreement (pursuant to which HEI became the holding company of Hawaiian Electric). Hawaiian Electric files such status reports annually. In the order, the PUC also required the Utilities to present a comprehensive analysis of the impact that the holding company structure and investments in nonutility subsidiaries have on a case-by-case basis on the cost of capital to each utility in future rate cases and remove any such effects from the cost of capital. The Utilities have made presentations in their subsequent rate cases to support their positions that there was no evidence that would modify the PUC’s finding that Hawaiian Electric’s access to capital did not suffer as a result of HEI’s involvement in nonutility activities and that HEI’s diversification did not permanently raise or lower the cost of capital incorporated into the rates paid by Hawaiian Electric’s utility customers.
The Utilities are not subject to regulation by the FERC under the Federal Power Act, except under Sections 210 through 212 (added by Title II of PURPA and amended by the Energy Policy Act of 1992), which permit the FERC to order electric utilities to interconnect with qualifying cogenerators and small power producers, and to wheel power to other electric utilities. Title I of PURPA, which relates to retail regulatory policies for electric utilities, and Title VII of the Energy Policy Act of 1992, which addresses transmission access, also apply to the Utilities. The Utilities are also required to file various operational reports with the FERC.
Because they are located in the State of Hawaii, Hawaiian Electric and its subsidiaries are exempt by statute from limitations set forth in the Powerplant and Industrial Fuel Use Act of 1978 on the use of petroleum as a primary energy source.
See also “HEI–Regulation” above.
Environmental regulation .  Hawaiian Electric, Hawaii Electric Light and Maui Electric, like other utilities, are subject to periodic inspections by federal, state and, in some cases, local environmental regulatory agencies, including agencies responsible for the regulation of water quality, air quality, hazardous and other waste and hazardous materials. These inspections may result in the identification of items needing corrective or other action. Except as otherwise disclosed in this report (see “Certain factors that may affect future results and financial condition–Environmental matters” for HEI Consolidated, the Electric utility and the Bank sections in HEI’s MD&A and Note 3 of the Consolidated Financial Statements, which are incorporated herein by reference), the Company believes that each subsidiary has appropriately responded to environmental conditions requiring action and that, as a result of such actions, such environmental conditions will not have a material adverse effect on the Company or Hawaiian Electric.

10



Water quality controls.  The generating stations, substations and other utility facilities operate under federal and state water quality regulations and permits, including but not limited to the Clean Water Act National Pollution Discharge Elimination System (governing point source discharges, including wastewater and storm water discharges) and the Safe Drinking Water Act Underground Injection Control (regulating disposal of wastewater into the subsurface). On February 1, 2018, the Ninth Circuit Court of Appeals ruled that under certain circumstances, discharges from underground injection control wells may require National Pollution Discharge Elimination System permits. The Utilities are evaluating the impact of this decision on their facilities.
Oil pollution controls.  The Oil Pollution Act of 1990 (OPA) establishes programs that governing actual or threatened oil releases and imposing strict liability on responsible parties for clean-up costs and damages to natural resources and property. The federal Environmental Protection Agency (EPA) regulations under OPA require certain facilities that use or store oil to prepare and implement Spill Prevention, Control and Countermeasures (SPCC) Plans in order to prevent releases of oil to navigable waters of the U.S. Certain facilities are also required to prepare and implement Facility Response Plans (FRPs) to ensure prompt and proper response to releases of oil. The utility facilities that are subject to SPCC Plan and FRP requirements have prepared and implemented SPCC Plans and FRPs.
Air quality controls.  The Clean Air Act (CAA) establishes permitting programs to reduce air pollution. The CAA amendments of 1990, established the federal Title V Operating Permit Program (in Hawaii known as the Covered Source Permit program) to ensure compliance with all applicable federal and state air pollution control requirements. The 1977 CAA Amendments established the New Source Review (NSR) permitting program which affect new or modified generating units by requiring a permit to construct under the CAA and the controls necessary to meet the National Ambient Air Quality Standards (NAAQS).
Title V operating permits have been issued for all of the Utilities’ affected generating units.
Hazardous waste and toxic substances controls.  The operations of the electric utility are subject to EPA regulations that implement provisions of the Resource Conservation and Recovery Act (RCRA), the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA, also known as Superfund), the Superfund Amendments and Reauthorization Act (SARA), and the Toxic Substances Control Act (TSCA).
RCRA underground storage tank (UST) regulations require all facilities that use USTs for storing petroleum products to comply with established leak detection, spill prevention, standards for tank design and retrofits, financial assurance, operator training, and tank decommissioning and closure requirements. All of the Utilities’ USTs currently meet the applicable requirements.
The Emergency Planning and Community Right-to-Know Act under SARA Title III requires the Utilities to report potentially hazardous chemicals present in their facilities in order to provide the public with information so that emergency procedures can be established to protect the public in the event of hazardous chemical releases. Since January 1, 1998, the steam electric industry category has been subject to Toxics Release Inventory (TRI) reporting requirements.
The TSCA regulations specify procedures for the handling and disposal of polychlorinated biphenyls (PCBs), a compound found in some transformer and capacitor dielectric fluids. The TSCA regulations also apply to responses to releases of PCBs to the environment. The Utilities have instituted procedures to monitor compliance with these regulations and have implemented a program to identify and replace PCB transformers and capacitors in their systems. In April 2010, the EPA issued an Advance Notice of Proposed Rule Making announcing its intent to reassess PCB regulations. The EPA has ceased activity on the PCB reassessment.
Hawaii’s Environmental Response Law (ERL), as amended, governs releases of hazardous substances, including oil, to the environment in areas within the state’s jurisdiction. Responsible parties under the ERL are jointly, severally, and strictly liable for a release of a hazardous substance. Responsible parties include owners or operators of a facility where a hazardous substance is located and any person who at the time of disposal of the hazardous substance owned or operated any facility at which such hazardous substance was disposed.
The Utilities periodically discover leaking oil-containing equipment such as USTs, piping, and transformers. Each subsidiary reports releases from such equipment when and as required by applicable law and addresses the releases in compliance with applicable regulatory requirements.
Research and development.  The Utilities expensed approximately $3.8 million, $4.2 million and $3.3 million in 2017 , 2016 and 2015 , respectively, for research and development (R&D). In 2017 , 2016 and 2015 , the electric utilities’ contributions to the Electric Power Research Institute (EPRI) accounted for approximately 58%, 52% and 67% of R&D expenses, respectively. The Utilities continue to collaborate with EPRI, Elemental Excelerator, other utilities, national testing labs, leading edge companies and various stakeholders to identify and evaluate what new technologies and solutions are being developed, tested, and

11



implemented elsewhere and can be applied to integrate more renewable distributed energy resources onto the utility grid, modernizing grid infrastructure, and helping the State achieve a 100% clean energy future. The Utilities utilize an expanded reference of R&D to highlight the demonstration of technologies. Included in the R&D expenses were amounts related to evaluating, testing, and demonstrating new and emerging technologies, energy storage, demand response, environmental compliance, power quality, electric and hybrid plug in vehicles and other renewables (e.g., integration of distributed energy resources onto the utility grid, grid modernization, solar resource evaluation, advanced inverter testing, and modeling of high PV penetration circuits).
Additional information.   For additional information about Hawaiian Electric, see Hawaiian Electric’s MD&A, Hawaiian Electric’s “Quantitative and Qualitative Disclosures about Market Risk” and Hawaiian Electric’s Consolidated Financial Statements, including the Notes thereto.
Properties. Hawaiian Electric owns four generating plants on the island of Oahu at Waiau, Kahe, Campbell Industrial Park (CIP) and Honolulu. Hawaiian Electric currently operates three of the four generation plants; the fourth, in downtown Honolulu, was deactivated in 2014. These three plants have an aggregate net generating capability of 1,214 MW as of December 31, 2017 . The City and County of Honolulu is seeking to condemn a portion of the Honolulu plant site for its rail project. The four plants are situated on Hawaiian Electric-owned land having a combined area of 542 acres and three parcels of land totaling 5.7 acres under leases expiring between December 31, 2018 and June 30, 2021, with options to extend to June 30, 2026. Additionally, Hawaiian Electric has negotiated two leases: 1) a 35 year lease, effective September 1, 2016 with an option to extend an additional 10 years with the Department of the Army to install, operate, and maintain a 50 MW power generation plant on 8.13 acres, and 2) a 37 year lease, effective July 1, 2017 with the Secretary of the Navy to install, operate and maintain a 28 MW (dc) renewable generation site on 102 acres. In addition, Hawaiian Electric owns a total of 132 acres of land on which substations, transformer vaults, distribution baseyards and the Kalaeloa cogeneration facility are located.
Hawaiian Electric owns buildings and approximately 11.6 acres of land located in Honolulu which house its operating and engineering departments. It also leases an office building and certain office spaces in Honolulu, and a warehousing center in Kapolei. The lease for the office building expires in November 2021, with an option to extend through November 2024. Leases for certain office and warehouse spaces expire on various dates from March 31, 2018 through July 31, 2025, some with options to extend to various dates through December 31, 2034.
Hawaiian Electric's Barbers Point Tank Farm (BPTF) has three storage tanks with an aggregate of 1 million barrels of storage for low sulfur fuel oil (LSFO). The BPTF is located in Campbell Industrial Park, on the same property as the CIP Generating Station, and is the central fuel storage facility where LSFO purchased by Hawaiian Electric is received and stored. From the BPTF, LSFO is transported via Hawaiian Electric owned underground pipelines to the Kahe and Waiau Power Plants. Hawaiian Electric also has fuel storage facilities at each of its plant sites with a nominal aggregate capacity of 770,000 barrels for LSFO storage, 44,000 barrels for diesel storage and 88,000 barrels for biodiesel storage. Hawaiian Electric also owns a fuel storage facility at Iwilei that was used to provide fuel to the Honolulu Power Plant. The Honolulu Power Plant was deactivated on January 31, 2014 and any future fuel supplies will be delivered directly to the plant by truck. The removal of the Iwilei fuel storage facility's tanks and pumping infrastructure was completed in 2017, and the facility is being reconfigured for other purposes.
Hawaii Electric Light owns and operates four generating plants on the island of Hawaii in Hilo, Waimea, Keahole and Puna, along with distributed generators at substation sites. These plants have an aggregate net generating capability of 182 MW as of December 31, 2017 (excluding several small run-of-river hydro units). Hawaii Electric Light's Shipman plant in Hilo was deactivated in 2014 and retired in 2015. The plants (including a baseyard on the same parcel as the Hilo plant) are situated on Hawaii Electric Light-owned land having a combined area of approximately 44 acres. The distributed generators are located within Hawaii Electric Light-owned substation sites having a combined area of approximately 4 acres. Hawaii Electric Light also owns fuel storage facilities at these sites with a usable storage capacity of 48,000 barrels of medium sulfur fuel oil (MSFO) and 81,802 barrels of diesel. There are an additional 19,200 barrels of diesel and 22,770 barrels of MSFO storage capacity for Hawaii Electric Light-owned fuel off-site at Island Energy Services, LLC (Island Energy)-owned terminalling facilities (previously Chevron-owned). Hawaii Electric Light pays a storage fee to Island Energy and has no other interest in the property, tanks or other infrastructure situated on their property. Hawaii Electric Light also owns 6 acres of land in Kona, which is used for a baseyard, and one acre of land in Hilo, which houses its accounting, customer services and administrative offices. Hawaii Electric Light also leases 3.7 acres of land for its baseyard in Hilo under a lease expiring in 2030. In addition, Hawaii Electric Light owns a total of approximately 100 acres of land, and leases a total of approximately 8.5 acres of land, on which hydro facilities, substations and switching stations, microwave facilities and transmission lines are located. The deeds to the sites located in Hilo contain certain restrictions, but the restrictions do not materially interfere with the use of the sites for public utility purposes.
On 37.7 acres of its land, Maui Electric: (1) owns and operates two generating plants on the island of Maui, at Kahului and Maalaea, with an aggregate net generating capability of 246 MW as of December 31, 2017 , (2) has offices (administrative,

12



engineering and distribution departments) in Kahului and (3) owns fuel oil storage facilities with a total maximum usable capacity of 81,272 barrels of MSFO and 94,586 barrels of diesel. There are an additional 56,358 barrels of diesel oil storage capacity off-site at Aloha Petroleum, Ltd. (Aloha Petroleum)-owned terminalling facilities, for which Maui Electric pays storage fees. Maui Electric also owns two, 1 MW stand-by diesel generators and a 6,000 gallon fuel storage tank in Hana and 65.7 acres of undeveloped land at Waena.
Maui Electric also owns and operates smaller distribution systems, generation systems (with an aggregate net capability of 22 MW as of December 31, 2017 ) and fuel storage facilities on the islands of Lanai and Molokai, primarily on its own land.
Other properties .  The Utilities own overhead transmission and distribution lines, underground cables, poles (some jointly) and metal high voltage towers. Electric lines are located over or under public and nonpublic properties. Lines are added when needed to serve increased loads and/or for reliability reasons. In some design districts on Oahu, lines must be placed underground. Under Hawaii law, the PUC generally must determine whether new 46 kilovolt (kV), 69 kV or 138 kV lines can be constructed overhead or must be placed underground.
See “Hawaiian Electric and subsidiaries and service areas” above for a discussion of the nonexclusive franchises of Hawaiian Electric and subsidiaries. Most of the leases, easements and licenses for Hawaiian Electric’s, Hawaii Electric Light’s and Maui Electric’s lines have been recorded.
See “Generation statistics” above and “Limited insurance” in HEI’s MD&A for a further discussion of some of the electric utility properties.
Bank
General.   ASB was granted a federal savings bank charter in January 1987. Prior to that time, ASB had operated since 1925 as the Hawaii division of American Savings & Loan Association of Salt Lake City, Utah. As of December 31, 2017 , ASB was one of the largest financial institutions in the State of Hawaii based on total assets of $6.8 billion and deposits of $5.9 billion. In 2017, ASB’s revenues and net income amounted to approximately 12% and 41% of HEI’s consolidated revenues and net income, respectively, compared to approximately 12% and 23% (impacted by the merger termination fee and other impacts at HEI corporate) in 2016 and approximately 10% and 34% in 2015, respectively.
At the time of HEI’s acquisition of ASB in 1988, HEI agreed with the OTS’ predecessor regulatory agency that ASB’s regulatory capital would be maintained at a level of at least 6% of ASB’s total liabilities, or at such greater amount as may be required from time to time by regulation. Under the agreement, HEI’s obligation to contribute additional capital to ensure that ASB would have the capital level required by the OTS was limited to a maximum aggregate amount of approximately $65.1 million. As of December 31, 2017 , as a result of certain HEI contributions of capital to ASB, HEI’s maximum obligation under the agreement to contribute additional capital has been reduced to approximately $28.3 million. ASB is subject to OCC regulations on dividends and other distributions and ASB must receive a letter from the FRB communicating the OCC's and FRB's non-objection to the payment of any dividend ASB proposes to declare and pay to ASB Hawaii and HEI.
The following table sets forth selected data for ASB (average balances calculated using the average daily balances):
Years ended December 31
2017

 
2016

 
2015

Common equity to assets ratio
 

 
 

 
 

Average common equity divided by average total assets
9.10
%
 
9.34
%
 
9.53
%
Return on assets
 
 
 
 
 
Net income divided by average total assets
1.02

 
0.92

 
0.95

Return on common equity
 
 
 
 
 
Net income divided by average common equity
11.20

 
9.90

 
9.93

Asset/liability management.   See HEI’s “Quantitative and Qualitative Disclosures about Market Risk.”
Consolidated average balance sheet and interest income and interest expense.   See “Bank—Results of operations—Average balance sheet and net interest margin” in HEI’s MD&A.
The following table shows the effect on net interest income of (1) changes in interest rates (change in weighted-average interest rate multiplied by prior year average balance) and (2) changes in volume (change in average balance multiplied by prior period weighted-average interest rate). Any remaining change is allocated to the above two categories on a prorata basis.

13



 
2017 vs. 2016
 
2016 vs. 2015
(in thousands)
Rate
 
Volume
 
Total
 
Rate
 
Volume
 
Total
Interest income
 

 
 

 
 

 
 

 
 

 
 

Interest-earning deposits
$
488

 
$
27

 
$
515

 
$
228

 
$
(169
)
 
$
59

FHLB stock
24

 
(7
)
 
17

 
192

 
(148
)
 
44

Investment securities
 
 
 
 
 
 
 
 
 
 
 
Taxable
1,691

 
7,008

 
8,699

 
(1,018
)
 
4,961

 
3,943

Non-taxable
3

 
624

 
627

 
14

 
14

 
28

Total investment securities
1,694

 
7,632

 
9,326

 
(1,004
)
 
4,975

 
3,971

Loans
 
 
 
 
 

 
 
 
 
 
 

Residential 1-4 family
(1,488
)
 
148

 
(1,340
)
 
(2,103
)
 
444

 
(1,659
)
Commercial real estate
1,234

 
632

 
1,866

 
1,037

 
8,345

 
9,382

Home equity line of credit
781

 
971

 
1,752

 
686

 
1,052

 
1,738

Residential land
13

 
(120
)
 
(107
)
 
(77
)
 
94

 
17

Commercial
2,395

 
(4,733
)
 
(2,338
)
 
2,538

 
(2,077
)
 
461

Consumer
1,134

 
6,514

 
7,648

 
1,908

 
3,145

 
5,053

Total loans
4,069

 
3,412

 
7,481

 
3,989

 
11,003

 
14,992

Total increase in interest income
6,275

 
11,064

 
17,339

 
3,405

 
15,661

 
19,066

Interest expense
 

 
 

 
 

 
 

 
 

 
 

Savings

 
(165
)
 
(165
)
 
(103
)
 
(42
)
 
(145
)
Interest-bearing checking
(56
)
 
(9
)
 
(65
)
 

 
(34
)
 
(34
)
Money market
13

 
21

 
34

 
(5
)
 
8

 
3

Time certificates
(928
)
 
(1,369
)
 
(2,297
)
 
(589
)
 
(1,054
)
 
(1,643
)
Advances from Federal Home Loan Bank
267

 
648

 
915

 
21

 
(35
)
 
(14
)
Securities sold under agreements to repurchase
1,433

 
744

 
2,177

 
(285
)
 
689

 
404

Total decrease (increase) in interest expense
729

 
(130
)
 
599

 
(961
)
 
(468
)
 
(1,429
)
Increase in net interest income
$
7,004

 
$
10,934

 
$
17,938

 
$
2,444

 
$
15,193

 
$
17,637

See “Bank—Results of operations” in HEI’s MD&A for an explanation of significant changes in earning assets and costing liabilities.
Noninterest income.  In addition to net interest income, ASB has various sources of noninterest income, including fee income from credit and debit cards, fee income from deposit liabilities, mortgage banking income and other financial products and services. See “Bank—Results of operations” in HEI’s MD&A for an explanation of significant changes in noninterest income.

14



Lending activities.
General The following table sets forth the composition of ASB’s loans receivable held for investment:
December 31
2017
 
2016
 
2015
 
2014
 
2013
(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
$
2,118,047

 
45.3

 
$
2,048,051

 
43.2

 
$
2,069,665

 
44.8

 
$
2,044,205

 
46.0

 
$
2,006,007

 
48.2

Commercial real estate
733,106

 
15.7

 
800,395

 
16.9

 
690,561

 
14.9

 
531,917

 
12.0

 
440,443

 
10.6

Home equity line of credit
913,052

 
19.6

 
863,163

 
18.2

 
846,294

 
18.3

 
818,815

 
18.4

 
739,331

 
17.8

Residential land
15,797

 
0.3

 
18,889

 
0.4

 
18,229

 
0.4

 
16,240

 
0.4

 
16,176

 
0.4

Commercial construction
108,273

 
2.3

 
126,768

 
2.7

 
100,796

 
2.2

 
96,438

 
2.2

 
52,112

 
1.3

Residential construction
14,910

 
0.3

 
16,080

 
0.3

 
14,089

 
0.3

 
18,961

 
0.4

 
12,774

 
0.3

Total real estate
3,903,185

 
83.5


3,873,346

 
81.7

 
3,739,634

 
80.9

 
3,526,576

 
79.4

 
3,266,843

 
78.6

Commercial
544,828

 
11.7

 
692,051

 
14.6

 
758,659

 
16.4

 
791,757

 
17.8

 
783,388

 
18.8

Consumer
223,564

 
4.8

 
178,222

 
3.7

 
123,775

 
2.7

 
122,656

 
2.8

 
108,722

 
2.6

Total loans
4,671,577

 
100.0

 
4,743,619

 
100.0

 
4,622,068

 
100.0

 
4,440,989

 
100.0

 
4,158,953

 
100.0

Less: Deferred fees and discounts
(809
)
 
 

 
(4,926
)
 
 

 
(6,249
)
 
 

 
(6,338
)
 
 

 
(8,724
)
 
 

Allowance for loan losses
(53,637
)
 
 

 
(55,533
)
 
 

 
(50,038
)
 
 

 
(45,618
)
 
 

 
(40,116
)
 
 

Total loans, net
$
4,617,131

 
 

 
$
4,683,160

 
 

 
$
4,565,781

 
 

 
$
4,389,033

 
 

 
$
4,110,113

 
 

1  
Includes renegotiated loans.
The decrease in the loans receivable balance in 2017 was primarily due to decreases in the commercial, commercial real estate, and commercial construction loan portfolios, partly offset by growth in the residential 1-4 family, home equity lines of credit (HELOC), and consumer loan portfolios. The decrease in the commercial loan portfolio was primarily due to the strategic reductions in the portfolio, including a $75 million reduction in ASB's nationally syndicated loan portfolio. The decrease in the commercial real estate loan portfolio was primarily due to paydown of a large commercial real estate credit. The growth in the residential 1-4 family, HELOC and consumer loan portfolios were consistent with ASB's loan growth strategy.
The increase in the loans receivable balance in 2016 was primarily due to growth in the commercial real estate, consumer, commercial construction and HELOC loan portfolios as a result of demand for these loan types, partly offset by a decrease in the commercial and residential 1-4 family loan portfolios. The growth in the commercial real estate, consumer, commercial construction and HELOC loan portfolios was consistent with ASB's loan growth strategy. The decrease in the commercial loan portfolio was due to the strategic reduction of ASB's nationally syndicated loan portfolio by $93 million. The decrease in the residential loan portfolio was due to ASB's decision to sell a portion of its loan production with low interest rates to control its interest rate risk.
The increase in the loans receivable balance in 2015 was primarily due to growth in commercial real estate, HELOC and residential 1-4 family loan portfolios, partly offset by a decrease in the commercial loan portfolio. The growth in the commercial real estate, HELOC and residential loan portfolios was driven by demand for this loan type and was consistent with ASB's loan growth strategy.
The increase in the loans receivable balance in 2014 was primarily due to growth in commercial real estate, HELOC, commercial construction and residential 1-4 family loan portfolios. The growth in the commercial real estate and commercial construction loan portfolios were driven by demand for these loan types as the Hawaii economy continues to improve. The growth in the HELOC and residential loan portfolios were consistent with ASB’s mix target and loan growth strategy.

15



The following table summarizes loans receivable held for investment based upon contractually scheduled principal payments allocated to the indicated maturity categories:
December 31
2017
Due
In
1 year
or less

 
After 1 year
through
5 years

 
After
5 years

 
Total

(in millions)
 

 
 

 
 

 
 

Commercial – Fixed
$
53

 
$
121

 
$
18

 
$
192

Commercial – Adjustable
153

 
172

 
28

 
353

Total commercial
206

 
293

 
46

 
545

Commercial construction – Fixed

 

 

 

Commercial construction – Adjustable
59

 
22

 
27

 
108

Total commercial construction
59

 
22

 
27

 
108

Residential construction – Fixed
15

 

 

 
15

Residential construction – Adjustable

 

 

 

Total residential construction
15

 

 

 
15

Total loans – Fixed
68

 
121

 
18

 
207

Total loans – Adjustable
212

 
194

 
55

 
461

Total loans
$
280

 
$
315

 
$
73

 
$
668

Origination, purchase and sale of loans Generally, residential and commercial real estate loans originated by ASB are collateralized by real estate located in Hawaii. For additional information, including information concerning the geographic distribution of ASB’s mortgage-related securities portfolio and the geographic concentration of credit risk, see Note 13 to the Consolidated Financial Statements. The demand for loans is primarily dependent on the Hawaii real estate market, business conditions, interest rates and loan refinancing activity.
Residential mortgage lending ASB originates fixed rate and adjustable rate loans secured by single family residential property, including investor-owned properties, with maturities of up to 30 years. ASB’s general policy is to require private mortgage insurance when the loan-to-value ratio of the property exceeds 80% of the lower of the appraised value or purchase price at origination. For non-owner-occupied residential properties, the loan-to-value ratio may not exceed 80% of the lower of the appraised value or purchase price at origination.
Construction and development lending ASB provides fixed rate loans for the construction of one-to-four unit residential and commercial properties. Construction loan projects are typically short term in nature. Construction and development financing generally involves a higher degree of credit risk than long-term financing on improved, occupied real estate. Accordingly, construction and development loans are generally priced higher than loans collateralized by completed structures. ASB’s underwriting, monitoring and disbursement practices with respect to construction and development financing are designed to ensure sufficient funds are available to complete construction projects. See “Loan portfolio risk elements” and “Multifamily residential and commercial real estate lending” below.
Multifamily residential and commercial real estate lending ASB provides permanent financing and construction and development financing collateralized by multifamily residential properties (including apartment buildings) and collateralized by commercial and industrial properties (including office buildings, shopping centers and warehouses) for its own portfolio as well as for participation with other lenders. Commercial real estate lending typically involves long lead times to originate and fund. As a result, production results can vary significantly from period to period.
Consumer lending ASB offers a variety of secured and unsecured consumer loans. Loans collateralized by deposits are limited to 90% of the available account balance. ASB offers home equity lines of credit, clean energy loans, secured and unsecured VISA cards (through a third party issuer), checking account overdraft protection and other general purpose consumer loans.
Commercial lending ASB provides both secured and unsecured commercial loans to business entities. This lending activity is designed to diversify ASB’s asset structure, shorten maturities, improve rate sensitivity of the loan portfolio and attract commercial checking deposits. ASB offers commercial loans with terms up to ten years.
Loan origination fee and servicing income In addition to interest earned on residential mortgage loans, ASB receives income from servicing loans, for late payments and from other related services. Servicing fees are received on loans originated and subsequently sold by ASB where ASB acts as collection agent on behalf of third-party purchasers.

16



ASB charges the borrower at loan settlement a loan origination fee. See “Loans receivable” in Note 1 of the Consolidated Financial Statements.
Loan portfolio risk elements When a borrower fails to make a required payment on a loan and does not cure the delinquency promptly, the loan is classified as delinquent. If delinquencies are not cured promptly, ASB normally commences a collection action, including foreclosure proceedings in the case of real estate secured loans. In a foreclosure action, the property collateralizing the delinquent debt is sold at a public auction in which ASB may participate as a bidder to protect its interest. If ASB is the successful bidder, the property is classified as real estate owned until it is sold. As of December 31, 2017 , 2016 and 2015 , ASB had $0.1 million, $1.2 million and $1.0 million, respectively, of real estate acquired in settlement of loans.
In addition to delinquent loans, other significant lending risk elements include: (1) loans which accrue interest and are 90 days or more past due as to principal or interest, (2) loans accounted for on a nonaccrual basis (nonaccrual loans), and (3) loans on which various concessions are made with respect to interest rate, maturity, or other terms due to the inability of the borrower to service the obligation under the original terms of the agreement (troubled debt restructured loans). ASB loans that were 90 days or more past due on which interest was being accrued as of December 31, 2017 , 2016 , 2015 , 2014 and 2013 were immaterial or nil. The following table sets forth certain information with respect to nonaccrual and troubled debt restructured loans:
December 31
2017

 
2016

 
2015

 
2014

 
2013

(dollars in thousands)
 

 
 

 
 

 
 

 
 

Nonaccrual loans—
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

Residential 1-4 family
$
12,598

 
$
11,154

 
$
20,554

 
$
19,253

 
$
19,679

Commercial real estate

 
223

 
1,188

 
5,112

 
4,439

Home equity line of credit
4,466

 
3,080

 
2,254

 
1,087

 
2,060

Residential land
841

 
878

 
970

 
720

 
3,161

Commercial construction

 

 

 

 

Residential construction

 

 

 

 

Total real estate
17,905

 
15,335

 
24,966

 
26,172

 
29,339

Commercial
3,069

 
6,708

 
20,174

 
10,053

 
18,781

Consumer
2,617

 
1,282

 
895

 
661

 
401

Total nonaccrual loans
$
23,591

 
$
23,325

 
$
46,035

 
$
36,886

 
$
48,521

Troubled debt restructured loans not included above—
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

Residential 1-4 family
$
10,982

 
$
14,450

 
$
13,962

 
$
13,525

 
$
9,744

Commercial real estate
1,016

 
1,346

 

 

 

Home equity line of credit
6,584

 
4,934

 
2,467

 
480

 
171

Residential land
425

 
2,751

 
4,713

 
7,130

 
7,476

Commercial construction

 

 

 

 

Residential construction

 

 

 

 

Total real estate
19,007

 
23,481

 
21,142

 
21,135

 
17,391

Commercial
1,741

 
14,146

 
1,104

 
2,972

 
1,649

Consumer
66

 
10

 

 

 

Total troubled debt restructured loans
$
20,814

 
$
37,637

 
$
22,246

 
$
24,107

 
$
19,040

In 2017, nonaccrual loans increased slightly by $0.3 million primarily due to higher nonaccrual residential 1-4 family, HELOC and consumer loans of $1.4 million, $1.4 million and $1.3 million, respectively. Nonaccrual commercial loans decreased by $3.6 million. ASB evaluates a restructured loan transaction to determine if the borrower is in financial difficulty and if the restructured terms are considered concessions—typically terms that are out of market, beyond normal or reasonable standards, or otherwise not available to a non-troubled borrower in the normal marketplace. A loan classified as TDR must meet both criteria of financial difficulty and concession. Accruing TDR loans decreased by $16.8 million in 2017 primarily due to decreases of $12.4 million, $3.5 million, and $2.3 million of commercial, residential 1-4 family, and residential land loans, respectively, classified as TDRs.


17




In 2016, nonaccrual loans decreased $22.7 million primarily due to upgrades of specific commercial and commercial real estate loans, payoff of a troubled commercial loan and a segment of residential mortgages transferred to held-for-sale. Nonaccrual commercial and residential loans decreased by $13.5 million and $9.4 million, respectively. Accruing TDR loans increased $15.4 million in 2016 primarily due to increases of $13.0 million and $2.5 million of commercial and HELOC loans, respectively, classified as TDR. The increase in commercial loans classified as TDR was primarily due to two commercial credits being classified as TDR.
In 2015, nonaccrual loans increased $9.1 million primarily due to higher nonaccrual commercial loans of $10.1 million. TDR loans decreased $1.9 million in 2015 primarily due to decreases of $2.4 million and $1.9 million of residential land and commercial loans, respectively, classified as TDR. HELOC loans classified as TDR increased by $2.0 million.
In 2014, nonaccrual loans decreased $11.6 million primarily due to the payoff of commercial loans that were on nonaccrual status and repayments in the residential land portfolio. TDR loans increased $5.1 million in 2014 primarily due to increases of $3.8 million and $1.3 million of residential 1-4 and commercial loans, respectively, classified as TDR.
Impact of nonperforming loans on interest income . The following table presents the gross interest income for both nonaccrual and restructured loans that would have been recognized if such loans had been current in accordance with their original contractual terms, and had been outstanding throughout the period or since origination if held for only part of the period. The table also presents the interest income related to these loans that was actually recognized for the period.
(dollars in millions)
Year ended December 31, 2017
Gross amount of interest income that would have been recorded if the loans had been current 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
$
2

Interest income actually recognized
1

Total interest income foregone
$
1

1  
Based on the contractual rate that was being charged at the time the loan was restructured or placed on nonaccrual status.
Allowance for loan losses See “Allowance for loan losses” in Note 1 of the Consolidated Financial Statements.

18



The following table presents the changes in the allowance for loan losses:
(dollars in thousands)
2017

 
2016

 
2015

 
2014

 
2013

Allowance for loan losses, January 1
$
55,533

 
$
50,038

 
$
45,618

 
$
40,116

 
$
41,985

Provision for loan losses
10,901

 
16,763

 
6,275

 
6,126

 
1,507

Charge-offs
 
 
 
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
 
 
Residential 1-4 family
826

 
639

 
356

 
987

 
1,162

Commercial real estate

 

 

 

 

Home equity line of credit
14

 
112

 
205

 
196

 
782

Residential land
210

 
138

 

 
81

 
485

Commercial construction

 

 

 

 

Residential construction

 

 

 

 

Total real estate
1,050

 
889

 
561

 
1,264

 
2,429

Commercial
4,006

 
5,943

 
1,074

 
1,872

 
3,056

Consumer
11,757

 
7,413

 
4,791

 
2,414

 
2,717

Total charge-offs
16,813

 
14,245

 
6,426

 
5,550

 
8,202

Recoveries
 

 
 

 
 

 
 

 
 

Real estate:
 
 
 
 
 
 
 
 
 
Residential 1-4 family
157

 
421

 
226

 
1,180

 
1,881

Commercial real estate

 

 

 

 

Home equity line of credit
308

 
59

 
80

 
752

 
358

Residential land
482

 
461

 
507

 
469

 
868

Commercial construction

 

 

 

 

Residential construction

 

 

 

 

Total real estate
947

 
941

 
813

 
2,401

 
3,107

Commercial
1,852

 
1,093

 
2,773

 
1,636

 
1,089

Consumer
1,217

 
943

 
985

 
889

 
630

Total recoveries
4,016

 
2,977

 
4,571

 
4,926

 
4,826

Net charge-offs
12,797

 
11,268

 
1,855

 
624

 
3,376

Allowance for loan losses, December 31
$
53,637

 
$
55,533

 
$
50,038

 
$
45,618

 
$
40,116

Ratio of allowance for loan losses to loans receivable held for investment
1.15
%
 
1.17
%
 
1.08
%
 
1.03
%
 
0.97
%
Ratio of provision for loan losses during the year to average total loans
0.23
%
 
0.36
%
 
0.14
%
 
0.14
%
 
0.04
%
Ratio of net charge-offs during the year to average total loans
0.27
%
 
0.24
%
 
0.04
%
 
0.01
%
 
0.09
%

19



The following table sets forth the allocation of ASB’s allowance for loan losses and the percentage of loans in each category to total loans:
December 31
2017
 
2016
 
2015
(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
$
2,902

 
0.14

 
45.3

 
$
2,873

 
0.14

 
43.2

 
$
4,186

 
0.20

 
44.8

Commercial real estate
15,796

 
2.15

 
15.7

 
16,004

 
2.00

 
16.9

 
11,342

 
1.64

 
14.9

Home equity line of credit
7,522

 
0.82

 
19.6

 
5,039

 
0.58

 
18.2

 
7,260

 
0.86

 
18.3

Residential land
896

 
5.67

 
0.3

 
1,738

 
9.20

 
0.4

 
1,671

 
9.17

 
0.4

Commercial construction
4,671

 
4.31

 
2.3

 
6,449

 
5.09

 
2.7

 
4,461

 
4.43

 
2.2

Residential construction
12

 
0.08

 
0.3

 
12

 
0.07

 
0.3

 
13

 
0.09

 
0.3

Total real estate
31,799

 
0.81

 
83.5

 
32,115

 
0.83

 
81.7

 
28,933

 
0.77

 
80.9

Commercial
10,851

 
1.99

 
11.7

 
16,618

 
2.40

 
14.6

 
17,208

 
2.27

 
16.4

Consumer
10,987

 
4.91

 
4.8

 
6,800

 
3.82

 
3.7

 
3,897

 
3.15

 
2.7

 
53,637

 
1.15

 
100.0

 
55,533

 
1.17

 
100.0

 
50,038

 
1.08

 
100.0

Unallocated

 
 

 
 

 

 
 

 
 

 

 
 

 
 

Total allowance for loan losses
$
53,637

 
 

 
 

 
$
55,533

 
 

 
 

 
$
50,038

 
 

 
 

December 31
2014
 
2013
(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
$
4,662

 
0.23

 
46.0

 
$
5,534

 
0.28

 
48.2

Commercial real estate
8,954

 
1.68

 
12.0

 
5,059

 
1.15

 
10.6

Home equity line of credit
6,982

 
0.85

 
18.4

 
5,229

 
0.71

 
17.8

Residential land
1,875

 
11.55

 
0.4

 
1,817

 
11.23

 
0.4

Commercial construction
5,471

 
5.67

 
2.2

 
2,397

 
4.60

 
1.3

Residential construction
28

 
0.15

 
0.4

 
19

 
0.15

 
0.3

Total real estate
27,972

 
0.79

 
79.4

 
20,055

 
0.61

 
78.6

Commercial
14,017

 
1.77

 
17.8

 
15,803

 
2.02

 
18.8

Consumer
3,629

 
2.96

 
2.8

 
2,367

 
2.18

 
2.6

 
45,618

 
1.03

 
100.0

 
38,225

 
0.92

 
100.0

Unallocated

 
 

 
 

 
1,891

 
 

 
 

Total allowance for loan losses
$
45,618

 
 

 
 

 
$
40,116

 
 

 
 

In 2017, ASB's allowance for loan losses decreased by $1.9 million primarily due to lower loan loss reserves required for the commercial, commercial construction, and commercial real estate loan portfolios as a result of a decrease in the portfolio balances and improving credit trends, partly offset by additional loan loss reserves for the consumer and HELOC loan portfolios. Total delinquencies of $23.6 million at December 31, 2017 was a slight increase of $0.5 million compared to total delinquencies of $23.1 million at December 31, 2016 primarily due to increases in delinquent commercial and consumer loans, offset by decreases in delinquent residential 1-4 family and commercial real estate loans. The ratio of delinquent loans to total loans increased slightly from 0.49% of total loans outstanding at December 31, 2016 to 0.51% of total loans outstanding at December 31, 2017. Net charge-offs for 2017 were $12.8 million, an increase of $1.5 million compared to $11.3 million for 2016 primarily due to an increase in consumer loan portfolio charge-offs as a result of ASB's strategic expansion of its unsecured consumer loan product offering with risk-based pricing. ASB's provision for loan losses was $10.9 million, a decrease of $5.9 million compared to the provision for loan losses of $16.8 million for 2016. The decrease was primarily due to the release of reserves for commercial real estate and commercial loan portfolios due to lower outstanding balances and improved credit quality, partly offset by an increase in loss reserves for the consumer loan portfolio.

20



In 2016, ASB's allowance for loan losses increased by $5.5 million primarily due to growth in the commercial real estate and consumer loan portfolios and increases in reserves for the commercial real estate and unsecured consumer loan portfolios. Total delinquencies of $23.1 million at December 31, 2016 was $3.0 million lower than total delinquencies of $26.1 million at December 31, 2015 primarily due to the movement of $6 million of residential loans to held-for-sale. The ratio of delinquent loans to total loans decreased from 0.57% of total loans outstanding at December 31, 2015 to 0.49% of total loans outstanding at December 31, 2016. Net charge-offs for 2016 were $11.3 million, an increase of $9.4 million compared to $1.9 million for 2015 primarily due to charge-offs of specific commercial loans and an increase in consumer loan charge-offs as a result of the strategic expansion of ASB's unsecured consumer loan product offering with risk-based pricing. ASB's provision for loan losses was $16.8 million for 2016, an increase of $10.5 million compared to the provision for loan losses of $6.3 million for 2015. The increase in provision for loan losses was driven by growth in the commercial real estate and consumer loan portfolios as well as specific reserves for a few commercial loans.
In 2015, ASB's allowance for loan losses increased by $4.4 million primarily due to growth in the commercial real estate loan portfolio ($159 million or 29.8% growth in outstanding balances) and increases in reserves for commercial loans. Overall loan quality remained strong as total delinquencies of $26.1 million at December 31, 2015 was a slight increase of $0.6 million compared to total delinquencies of $25.5 million at December 31, 2014 primarily due to an increase in delinquent consumer loans. The ratio of delinquent loans to total loans decreased slightly from 0.58% of total loans outstanding at December 31, 2014 to 0.57% of total loans outstanding at December 31, 2015. Net charge-offs for 2015 were $1.9 million, an increase of $1.3 million compared to $0.6 million for 2014 primarily due to an increase in consumer loan charge-offs as result of the strategic expansion of ASB's unsecured consumer loan product offering with risk-based pricing. ASB's provision for loan losses was $6.3 million for 2015, an increase of $0.2 million compared to the provision for loan losses of $6.1 million for 2014.
In 2014, ASB’s allowance for loan losses increased by $5.5 million primarily due to growth in the loan portfolio ($282 million or 6.8% growth in outstanding balances) and increases in the loss rates of loan portfolios with higher risk such as commercial real estate and unsecured personal loans. Overall loan quality continued to improve as total delinquencies of $25.5 million at December 31, 2014 was a decrease of $8.3 million compared to total delinquencies of $33.8 million at December 31, 2013 due to a decrease in delinquent commercial, commercial real estate and residential land loans. The ratio of delinquent loans to total loans decreased from 0.81% of total loans outstanding at December 31, 2013 to 0.58% of total loans outstanding at December 31, 2014. Net charge-offs for 2014 were $0.6 million, a decrease of $2.8 million compared to $3.4 million for 2013 primarily due to a decrease in commercial, HELOC and residential land loan charge-offs as a result of the strong economic growth in Hawaii and partially due to the sale of the credit card portfolio in 2013. ASB’s provision for loan losses was $6.1 million for 2014, an increase of $4.6 million compared to provision for loan losses of $1.5 million for 2013 primarily due to growth in the loan portfolio.
See "Bank—Material estimates and critical accounting policies—Allowance for loan losses" in HEI's MD&A for a discussion of allowance for loan losses.
Investment activities.   Currently, ASB’s investment portfolio consists of U.S. Treasury and federal agency obligations, mortgage-related securities, stock of the FHLB of Des Moines and a mortgage revenue bond. ASB owns mortgage-related securities issued by the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and Government National Mortgage Association (GNMA). The weighted-average yield on investments during 2017 , 2016 and 2015 was 2.18%, 1.99% and 2.06%, respectively. ASB did not maintain a portfolio of securities held for trading during 2017 , 2016 and 2015 .
As of December 31, 2017, ASB had $44.5 million of investment securities that were purchased and classified as held-to-maturity. There were no investment securities classified as held-to-maturity as of December 31, 2016 and 2015. The investment securities were classified as held-to-maturity to enhance the bank's capital management in a rising rate environment. ASB considers the held-to-maturity classification of these investment securities to be appropriate as the bank has the positive intent and ability to hold these securities to maturity.
As of December 31, 2017 , 2016 and 2015 , ASB’s stock in FHLB amounted to $10 million, $11 million and $11 million, respectively. The amount that ASB is required to invest in FHLB stock is determined by FHLB requirements. With the merger of the FHLB of Seattle and the FHLB of Des Moines in the second quarter of 2015, all of ASB's excess stock was repurchased. The amount of stock repurchased in 2017 , 2016 and 2015 was nil, nil and $59 million, respectively. See “Stock in FHLB” in HEI’s MD&A. Also, see “Regulation–Federal Home Loan Bank System” below.
ASB does not have any exposure to securities backed by subprime mortgages. See “Investment securities” in Note 4 of the Consolidated Financial Statements for a discussion of other-than-temporarily impaired securities.

21



The following table summarizes the current amortized cost of ASB’s investment portfolio (excluding stock of the FHLB of Des Moines, which has no contractual maturity) and weighted average yields as of December 31, 2017 . Mortgage-related securities are shown separately because they are typically paid in monthly installments over a number of years.
 
In 1 year
or less
 
After 1 year
through 5 years
 
After 5 years
through 10 years
 
After
10 years
 
Mortgage-Related Securities
 
Total 1
(dollars in millions)
 

 
 

 
 

 
 

 
 

 
 

U.S. Treasury and federal agency obligations
$
5

 
$
87

 
$
80

 
$
14

 
$

 
$
186

Mortgage-related securities - FNMA, FHLMC and GNMA

 

 

 

 
1,265

 
1,265

Mortgage revenue bond 2

 

 

 
15

 

 
15

 
$
5

 
$
87

 
$
80

 
$
29

 
$
1,265

 
$
1,466

Weighted average yield
1.63
%
 
1.85
%
 
2.30
%
 
3.31
%
 
2.24
%
 
2.24
%
1  
As of December 31, 2017 , no investment exceeded 10% of shareholder's equity.
2  
Weighted average yield on the mortgage revenue bond is computed on a tax equivalent basis using a federal statutory tax rate of 35%.


Deposits and other sources of funds.
General Deposits traditionally have been the principal source of ASB’s funds for use in lending, meeting liquidity requirements and making investments. ASB also derives funds from the receipt of interest and principal on outstanding loans receivable and mortgage-related securities, borrowings from the FHLB of Des Moines, securities sold under agreements to repurchase and other sources. ASB borrows on a short-term basis to compensate for seasonal or other reductions in deposit flows. ASB also may borrow on a longer-term basis to support expanded lending or investment activities. Advances from the FHLB and securities sold under agreements to repurchase continue to be a source of funds, but they are a higher cost source than deposits.
Deposits ASB’s deposits are obtained primarily from residents of Hawaii. Net deposit inflow or outflow, measured as the year-over-year difference in year-end deposits, was an inflow of $342 million in 2017, compared to an inflow of $524 million in 2016 and $402 million in 2015.
The following table presents the average deposits and average rates by type of deposit. Average balances have been calculated using the average daily balances.
Years ended December 31
2017
 
2016
 
2015
(dollars in thousands)
Average
balance

 
% of
total interest-bearing
deposits

 
Weighted
average
rate %

 
Average
balance

 
% of
total interest-bearing
deposits

 
Weighted
average
rate %

 
Average
balance

 
% of
total interest-bearing
deposits

 
Weighted
average
rate %

Interest-bearing deposit liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings
$
2,278,396

 
56.7
%
 
0.07
%
 
$
2,117,186

 
57.5
%
 
0.07
%
 
$
1,980,151

 
58.6
%
 
0.06
%
Checking
902,678

 
22.5

 
0.03

 
839,339

 
22.8

 
0.02

 
782,811

 
23.2

 
0.02

Money market
142,068

 
3.5

 
0.12

 
160,700

 
4.4

 
0.13

 
164,568

 
4.9

 
0.12

Certificate
696,799

 
17.3

 
1.10

 
565,135

 
15.3

 
0.95

 
449,179

 
13.3

 
0.83

Total interest-bearing deposit liabilities
$
4,019,941

 
100.0
%
 
0.24
%
 
$
3,682,360

 
100.0
%
 
0.19
%
 
$
3,376,709

 
100.0
%
 
0.16
%
Total noninterest-bearing demand deposit liabilities
1,672,780

 
 
 
 
 
1,559,132

 
 
 
 
 
1,426,962

 
 
 
 
Total deposit liabilities
$
5,692,721

 
 
 
 
 
$
5,241,492

 
 
 
 
 
$
4,803,671

 
 
 
 

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The following table presents the amount of time certificates of deposit of $100,000 or more, segregated by time remaining until maturity:
(in thousands)
Amount

Three months or less
$
163,207

Greater than three months through six months
84,595

Greater than six months through twelve months
32,723

Greater than twelve months
152,872

 
$
433,397

Deposit-insurance premiums and regulatory developments .  For a discussion of changes to the deposit insurance system, premiums and Financing Corporation assessments, see “Regulation–Deposit insurance coverage” below.
Other borrowings See “Other borrowings” in Note 4 of the Consolidated Financial Statements. ASB may obtain advances from the FHLB of Des Moines provided that certain standards related to creditworthiness have been met. Advances are collateralized by a blanket pledge of certain notes held by ASB and the mortgages securing them. To the extent that advances exceed the amount of mortgage loan collateral pledged to the FHLB of Des Moines, the excess must be covered by qualified marketable securities held under the control of and at the FHLB of Des Moines or at an approved third-party custodian. FHLB advances generally are available to meet seasonal and other withdrawals of deposit accounts, to expand lending and to assist in the effort to improve asset and liability management. FHLB advances are made pursuant to several different credit programs offered from time to time by the FHLB of Des Moines.
The decrease in other borrowings in 2017 was due to the payoff of a maturing FHLB advance, offset by an increase in business repurchase agreements. The decrease in other borrowings in 2016 was due to a decrease in public and business repurchase agreements and the maturity of a repurchase agreement with a broker/dealer. The increase in other borrowings in 2015 compared to 2014 was due to an increase in public repurchase agreements. The increase in other borrowings in 2014 compared to 2013 was due to an increase in repurchase agreements with the State of Hawaii.
Competition.  See “Bank—Executive overview and strategy” and “Bank—Certain factors that may affect future results and financial condition—Competition” in HEI’s MD&A.
The banking industry in Hawaii is highly competitive. At December 31, 2017 , there were 8 financial institutions insured by the FDIC headquartered in the State of Hawaii. While ASB is one of the largest financial institutions in Hawaii, based on total assets, ASB faces vigorous competition for deposits and loans from two larger banking institutions based in Hawaii and from smaller institutions that heavily promote their services in niche areas, such as providing financial services to small and medium-sized businesses, as well as national financial services organizations. Competition for loans and deposits comes primarily from other savings institutions, commercial banks, credit unions, securities brokerage firms, money market and mutual funds and other investment alternatives. ASB faces additional competition in seeking deposit funds from various types of corporate and government borrowers, including insurance companies. Competition for origination of mortgage loans comes primarily from mortgage banking and brokerage firms, commercial banks, other savings institutions, insurance companies and real estate investment trusts.
To remain competitive and continue building core franchise value, ASB continues to develop and introduce new products and services to meet the needs of its consumer and commercial customers. Additionally, the banking industry is constantly changing and ASB is making the investment in its people and technology necessary to adapt and remain competitive. ASB competes for deposits primarily on the basis of the variety of types of savings and checking accounts it offers at competitive rates, the quality of the services it provides, the convenience of its branch locations and business hours, and convenient automated teller machines. The primary factors in ASB’s competition for mortgage and other loans are the competitive interest rates and loan origination fees it charges, the wide variety of loan programs it offers and the quality and efficiency of the services it provides to borrowers and the business community.
Regulation.  ASB, a federally chartered savings bank, and its holding companies are subject to the regulatory supervision of the OCC and FRB, respectively, and in certain respects, the FDIC. See “HEI–Regulation” above and “Bank–Certain factors that may affect future results and financial condition–Regulation” in HEI’s MD&A. In addition, ASB must comply with FRB reserve requirements.
Deposit insurance coverage .   The Federal Deposit Insurance Act, as amended, and regulations promulgated by the FDIC, governs insurance coverage of deposit accounts. In July 2010, the Dodd-Frank Act permanently raised the current standard maximum deposit insurance amount to $250,000. Generally, the amount of all deposits held by a depositor in the same capacity (even if held in separate accounts) is aggregated for purposes of applying the insurance limit.

23



See “Federal Deposit Insurance Corporation assessment” in Note 4 of the Consolidated Financial Statements for a discussion of FDIC deposit insurance assessment rates. Financing Corporation will continue to impose an assessment on average total assets minus average tangible equity to service the interest on Financing Corporation bond obligations. As of December 31, 2017 , ASB’s annual Financing Corporation assessment was 0.52 cents per $100 of average total assets minus average tangible equity.
Federal thrift charter .   See “Bank–Certain factors that may affect future results and financial condition—Regulation—Unitary savings and loan holding company” in HEI’s MD&A, including the discussion of previously proposed legislation that would abolish the charter.
Recent legislation and issuances See “Bank–Legislation and regulation” in HEI’s MD&A.
Capital requirements .  The OCC has set four capital requirements for financial institutions. As of December 31, 2017 , ASB was in compliance with all of the minimum capital requirements with a Tier 1 leverage ratio of 8.6% (compared to a 4.0% requirement), a common equity Tier 1 ratio of 13.0% (compared to a 4.5% requirement), a Tier 1 capital ratio of 13.0% (compared to a 6.0% requirement) and a total capital ratio of 14.2% (compared to a 8.0% requirement).
In order to avoid restrictions on capital distributions and discretionary bonus payments to executive officers, a financial institution must hold a buffer of common equity tier 1 capital above its minimum capital requirements in an amount greater than 2.5% of total risk-weighted assets (capital conservation buffer) which is phased-in through 2019. As of December 31, 2017 , ASB met the applicable capital requirements, including the fully phased-in capital conservation buffer.
See “Bank-Legislation and regulation” in HEI’s MD&A for the final capital rules under the Basel III regulatory capital framework.
Affiliate transactions .  Significant restrictions apply to certain transactions between ASB and its affiliates, including HEI and its direct and indirect subsidiaries. For example, ASB is prohibited from making any loan or other extension of credit to an entity affiliated with ASB unless the affiliate is engaged exclusively in activities which the FRB has determined to be permissible for bank holding companies. There are also various other restrictions which apply to certain transactions between ASB and certain executive officers, directors and insiders of ASB. ASB is also barred from making a purchase of or any investment in securities issued by an affiliate, other than with respect to shares of a subsidiary of ASB.
Financial Derivatives and Interest Rate Risk ASB is subject to OCC rules relating to derivatives activities, such as interest rate swaps, interest rate lock commitments and forward commitments. See “Derivative financial instruments” in Note 4 of the Consolidated Financial Statements for a description of interest rate lock commitments and forward commitments used by ASB. Currently ASB does not use interest rate swaps to manage interest rate risk (IRR), but may do so in the future. Generally speaking, the OCC rules permit financial institutions to engage in transactions involving financial derivatives to the extent these transactions are otherwise authorized under applicable law and are safe and sound. The rules require ASB to have certain internal procedures for handling financial derivative transactions, including involvement of the ASB Board of Directors.
With the transfer of the regulatory jurisdiction from the OTS to the OCC, ASB has adopted terminology and IRR assessment, measurement and management practices consistent with OCC guidelines. Management believes ASB’s IRR processes are aligned with the Interagency Advisory on Interest Rate Risk Management and appropriate with earnings and capital levels, balance sheet complexity, business model and risk tolerance.
Liquidity .   OCC regulations require ASB to maintain sufficient liquidity to ensure safe and sound operations. ASB’s principal sources of liquidity are customer deposits, borrowings, the maturity and repayment of portfolio loans and securities and the sale of loans into secondary market channels. ASB’s principal sources of borrowings are advances from the FHLB of Des Moines and securities sold under agreements to repurchase from broker/dealers. ASB is approved by the FHLB of Des Moines to borrow an amount of up to 35% of assets to the extent it provides qualifying collateral and holds sufficient FHLB of Des Moines stock. As of December 31, 2017 , ASB’s unused FHLB of Des Moines borrowing capacity was approximately $1.8 billion. ASB utilizes growth in deposits, advances from the FHLB of Des Moines and securities sold under agreements to repurchase to fund maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans and make investments. As of December 31, 2017 , ASB had loan commitments, undisbursed loan funds and unused lines and letters of credit of $1.8 billion. Management believes ASB’s current sources of funds will enable it to meet these obligations while maintaining liquidity at satisfactory levels.
Supervision .  Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (the FDICIA), the federal banking agencies promulgated regulations which apply to the operations of ASB and its holding companies. Such regulations address, for example, standards for safety and soundness, real estate lending, accounting and reporting, transactions with affiliates and loans to insiders.

24



Prompt corrective action The FDICIA establishes a statutory framework that is triggered by the capital level of a financial institution and subjects it to progressively more stringent restrictions and supervision as capital levels decline. The OCC rules implement the system of prompt corrective action. In particular, the rules define the relevant capital measures for the categories of “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized” and “critically undercapitalized.”
A financial institution that is “undercapitalized” or “significantly undercapitalized” is subject to additional mandatory supervisory actions and a number of discretionary actions if the OCC determines that any of the actions is necessary to resolve the problems of the association at the least possible long-term cost to the Deposit Insurance Fund. A financial institution that is “critically undercapitalized” must be placed in conservatorship or receivership within 90 days, unless the OCC and the FDIC concur that other action would be more appropriate. As of December 31, 2017 , ASB was “well-capitalized.”
Interest rates FDIC regulations restrict the ability of financial institutions that are undercapitalized to offer interest rates on deposits that are significantly higher than the rates offered by competing institutions. As of December 31, 2017 , ASB was “well capitalized” and thus not subject to these interest rate restrictions.
Qualified thrift lender test In order to satisfy the QTL test, ASB must maintain 65% of its assets in “qualified thrift investments” on a monthly average basis in 9 out of the previous 12 months. Failure to satisfy the QTL test would subject ASB to various penalties, including limitations on its activities, and would also bring into operation restrictions on the activities that may be engaged in by HEI, ASB Hawaii and their other subsidiaries, which could effectively result in the required divestiture of ASB. At all times during 2017, ASB was in compliance with the QTL test. See “HEI Consolidated–Regulation.”
Federal Home Loan Bank System ASB is a member of the FHLB System, which consists of 11 regional FHLBs, and ASB’s regional bank is the FHLB of Des Moines. The FHLB System provides a central credit facility for member institutions. Historically, the FHLBs have served as the central liquidity facilities for savings associations and sources of long-term funds for financing housing. At such time as an advance is made to ASB or renewed, it must be collateralized by collateral from one of the following categories: (1) fully disbursed, whole first mortgages on improved residential property, or securities representing a whole interest in such mortgages; (2) securities issued, insured or guaranteed by the U.S. Government or any agency thereof; (3) FHLB deposits; and (4) other real estate-related collateral that has a readily ascertainable value and with respect to which a security interest can be perfected. The aggregate amount of outstanding advances collateralized by such other real estate-related collateral may not exceed 300% of ASB’s capital.
As mandated by the Gramm Act, the Federal Housing Finance Board (Board) regulations require each FHLB to maintain three capital ratios: (1) risk-based capital greater than or equal to the sum of its credit, market and operational risk capital requirements; (2) a minimum capital-to-assets ratio of 4%; and (3) a minimum total capital leverage ratio of 5% of total assets. At September 30, 2017, the FHLB of Des Moines was in compliance with all three of the regulatory capital requirements. ASB's required holding in the stock of the FHLB is both membership and activity-based. Membership is based on a percentage of total assets (0.12%) while the portion related to activity is based on a percentage of outstanding activity, mainly advances (4%). As of December 31, 2017 , ASB was required and owned capital stock in the FHLB of Des Moines in the amount of $10 million. See “Stock in FHLB” in HEI’s MD&A section for recent developments regarding the FHLB of Des Moines.
Community Reinvestment The Community Reinvestment Act (CRA) requires financial institutions to help meet the credit needs of their communities, including low- and moderate-income areas, consistent with safe and sound lending practices. The OCC will consider ASB’s CRA record in evaluating an application for a new deposit facility, including the establishment of a branch, the relocation of a branch or office, or the acquisition of an interest in another bank. ASB currently holds an “outstanding” CRA rating.
Other laws ASB is subject to federal and state consumer protection laws which affect deposit and lending activities, such as the Truth in Lending Act (TILA), the Truth in Savings Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act (RESPA), the Home Mortgage Disclosure Act and several federal and state financial privacy acts intended to protect consumers’ personal information and prevent identity theft, such as the Gramm Act and the Fair and Accurate Transactions Act. ASB is also subject to federal laws regulating certain of its lending practices, such as the Flood Disaster Protection Act, and laws requiring reports to regulators of certain customer transactions, such as the Currency and Foreign Transactions Reporting Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act. ASB’s relationship with Cetera Investment Services LLC and Cetera Investment Advisers LLC is also governed by regulations adopted by the FRB under the Gramm Act, which regulate “networking” relationships under which a financial institution refers customers to a broker-dealer for securities services and employees of the financial institution are permitted to receive a nominal fee for the referrals. These laws may provide for substantial penalties in the event of noncompliance.
The TILA-RESPA Integrated Disclosure rule became effective on October 3, 2015. The rule requires easier-to-use mortgage disclosure forms that clearly lay out the terms of a mortgage for a homebuyer. The Dodd-Frank Wall Street Reform

25



and Consumer Protection Act (the Dodd Frank Act) mandated that the Bureau of Consumer Financial Protection (the Bureau) establish a single disclosure scheme for use by lenders and creditors in complying with the disclosure requirements of both RESPA and TILA. The Dodd-Frank Act amended RESPA to require that the Bureau publish a single, integrated disclosure for mortgage loan transactions. The first new form - the Loan Estimate - is designed to provide disclosures that will be helpful to consumers in understanding the key features, costs, and risks of the mortgage for which they are applying. This form is provided to consumers within three business days after they submit a loan application. The second form - the Closing Disclosure - is designed to provide disclosures that will be helpful to consumers in understanding all of the costs of the transaction. This form is provided to consumers three business days before they close on the loan. The rule applies to most closed-end consumer mortgages.
ASB believes that it currently is in compliance with these laws and regulations in all material respects.
Proposed legislation See the discussion of proposed legislation in “Bank–Legislation and regulation” in HEI’s MD&A.
Environmental regulation .  ASB may be subject to the provisions of Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), Hawaii Environmental Response Law (ERL) and regulations promulgated thereunder, which impose liability for environmental cleanup costs on certain categories of responsible parties. CERCLA and ERL exempt persons whose ownership in a facility is held primarily to protect a security interest, provided that they do not participate in the management of the facility. Although there may be some risk of liability for ASB for environmental cleanup costs in the event ASB forecloses on, and becomes the owner of, property with environmental problems, the Company believes the risk is not as great for ASB as it may be for other depository institutions that have a larger portfolio of commercial loans.
Additional information.  For additional information about ASB, see the sections under “Bank” in HEI’s MD&A, HEI’s “Quantitative and Qualitative Disclosures about Market Risk” and HEI's Consolidated Financial Statements, including Note 4 thereto .
Properties.  ASB owns or leases several office buildings in downtown Honolulu, owns land and an operations center in the Mililani Technology Park on the island of Oahu and owns land on which a number of its branches are located.
The following table sets forth the number of bank branches owned and leased by ASB by island:
 
Number of branches
December 31, 2017
Owned
 
Leased
 
Total
Oahu
8

 
26

 
34

Maui
3

 
3

 
6

Hawaii
3

 
2

 
5

Kauai
2

 
1

 
3

Molokai

 
1

 
1

 
16

 
33

 
49

 
During 2017 , two branches were closed on Oahu and one branch on Maui. ASB had other branches in close proximity to the closed branches and customer accounts were consolidated into those branches.
As of December 31, 2017 , the net book value (NBV) of branches and office facilities was $75 million ($68 million NBV of the land and improvements for the branches and office facilities owned by ASB and $7 million represents the NBV of ASB’s leasehold improvements) compared to the NBV of branches and office facilities of $68 million ($62 million NBV of the land and improvements for the branches and office facilities owned by ASB and $6 million represents the NBV of ASB’s leasehold improvements) as of December 31, 2016. The leases expire on various dates through February 2033, but many of the leases have extension provisions.
As of December 31, 2017 , ASB owned 113 automated teller machines.
Construction of New Headquarters. In the first quarter of 2017, ASB began construction of its new headquarters in downtown Honolulu. The project will cost an estimated $100 million and is expected to take twenty months to complete. The headquarters will have approximately 370,000 square feet of space on eleven floors and consolidate five separate offices into one building where approximately 600 employees will work.
ITEM 1A.
RISK FACTORS
The businesses of HEI and its subsidiaries involve numerous risks which, if realized, could have a material and adverse effect on the Company’s financial statements. For additional information for certain risk factors enumerated below and other risks of the Company and its operations, see “Cautionary Note Regarding Forward-Looking Statements” above and HEI’s

26



MD&A, HEI’s “Quantitative and Qualitative Disclosures about Market Risk”, the Notes to the Consolidated Financial Statements, Hawaiian Electric’s MD&A and Hawaiian Electric’s “Quantitative and Qualitative Disclosures About Market Risk.”
Holding Company and Company-Wide Risks.
HEI is a holding company that derives its income from its operating subsidiaries and depends on the ability of those subsidiaries to pay dividends or make other distributions to HEI and on its own ability to raise capital HEI is a legal entity separate and distinct from its various subsidiaries. As a holding company with no significant operations of its own, HEI’s cash flows and consequent ability to service its obligations and pay dividends on its common stock is dependent upon its receipt of dividends or other distributions from its operating subsidiaries and its ability to issue common stock or other equity securities and to incur additional debt. The ability of HEI’s subsidiaries to pay dividends or make other distributions to HEI, in turn, is subject to the risks associated with their operations and to contractual and regulatory restrictions, including:
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, 2017 ) 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 from the FRB communicating to the OCC and FRB's non-objection 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.
The Company is subject to risks associated with the Hawaii economy (in the aggregate and on an individual island basis), volatile U.S. capital markets and changes in the interest rate and credit market environment that have and/or could result in higher retirement benefit plan funding requirements, declines in ASB’s interest rate margins and investment values, higher delinquencies and charge-offs in ASB’s loan portfolio and restrictions on the ability of HEI or its subsidiaries to borrow money or issue securities The two largest components of Hawaii’s economy are tourism and the federal government (including the military). Because the core businesses of HEI’s subsidiaries are providing local public electric utility services (through Hawaiian Electric and its subsidiaries) and banking services (through ASB) in Hawaii, the Company’s operating results are significantly influenced by Hawaii’s economy, which in turn is influenced by economic conditions in the mainland U.S. (particularly California) and Asia (particularly Japan) as a result of the impact of those conditions on tourism, by the impact of interest rates on the construction and real estate industries and by the impact of world conditions on federal government spending in Hawaii.
If Fitch, Moody's or S&P were to downgrade HEI’s or Hawaiian Electric’s long-term debt ratings because of past adverse effects, or if future events were to adversely affect the availability of capital to the Company, HEI’s and Hawaiian Electric’s ability to borrow and raise capital could be constrained and their future borrowing costs would likely increase with resulting reductions in HEI’s consolidated net income in future periods. Further, if HEI’s or Hawaiian Electric’s commercial paper ratings were to be downgraded, HEI and Hawaiian Electric might not be able to sell commercial paper and might be required to draw on more expensive bank lines of credit or to defer capital or other expenditures.
Changes in the U.S. capital markets can also have significant effects on the Company. For example, pension funding requirements are affected by the market performance of the assets in the master pension trust maintained for pension plans, and by the discount rate used to estimate the service and interest cost components of net periodic pension cost and value obligations. The Utilities’ pension tracking mechanisms help moderate pension expense; however, the significant decline in 2008 in the value of the Company’s defined benefit pension plan assets resulted in a substantial gap between the projected benefit obligations under the plans and the value of plan assets, resulting in increases in funding requirements. The increases have moderated in recent years as investment performance has improved.
Because the earnings of ASB depend primarily on net interest income, interest rate risk is a significant risk of ASB’s operations. HEI and the Utilities are also exposed to interest rate risk primarily due to their periodic borrowing requirements, the discount rate used to determine pension funding requirements and the possible effect of interest rates on the electric utilities’ rates of return. Interest rates are sensitive to many factors, including general economic conditions and the policies of government and regulatory authorities. HEI cannot predict future changes in interest rates, nor be certain that interest rate risk management strategies it or its subsidiaries have implemented will be successful in managing interest rate risk.

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Interest rate risk also represents a market risk factor affecting the fair value of ASB’s investment securities. Increases and decreases in prevailing interest rates generally translate into decreases and increases in the fair values of those instruments, respectively. Disruptions in the credit markets, a liquidity crisis in the banking industry or increased levels of residential mortgage delinquencies and defaults may result in decreases in the fair value of ASB’s investment securities and an impairment that is other-than-temporary, requiring ASB to write down its investment securities. As of December 31, 2017 , ASB’s investment in U.S. Treasury, federal agency obligations, and mortgage-related securities have an implicit guarantee from the U.S. government.
HEI and Hawaiian Electric and their subsidiaries may incur higher retirement benefits expenses and have and will likely continue to recognize substantial liabilities for retirement benefits Retirement benefits expenses and cash funding requirements could increase in future years depending on numerous factors, including the performance of the U.S. equity markets, trends in interest rates and health care costs, plan amendments, new laws relating to pension funding and changes in accounting principles. For the Utilities, however, retirement benefits expenses, as adjusted by the pension and postretirement benefits other than pensions (OPEB) tracking mechanisms, have been an allowable expense for rate-making purposes.
The Company is subject to the risks associated with the geographic concentration of its businesses and current lack of interconnections that could result in service interruptions at the Utilities or higher default rates on loans held by ASB The business of the Utilities is concentrated on the individual islands they serve in the State of Hawaii. Their operations are more vulnerable to service interruptions than are many U.S. mainland utilities because none of the systems of the Utilities are interconnected with the systems on the other islands they serve. Because of this lack of interconnections, it is necessary to maintain higher generation reserve margins than are typical for U.S. mainland utilities to help ensure reliable service. Service interruptions, including in particular extended interruptions that could result from a natural disaster or terrorist activity, could adversely impact the KWH sales of some or all of the Utilities.
Substantially all of ASB’s consumer loan customers are Hawaii residents. A significant portion of the commercial loan customers are located in Hawaii. While a majority of customers are on Oahu, ASB also has customers on the neighbor islands (whose economies have been weaker than Oahu during the recent economic downturn). Substantially all of the real estate underlying ASB’s residential and commercial real estate loans are located in Hawaii. These assets may be subject to a greater risk of default than other comparable assets held by financial institutions with other geographic concentrations in the event of adverse economic, political or business developments or natural disasters affecting Hawaii and the ability of ASB’s customers to make payments of principal and interest on their loans.
Increasing competition and technological advances could cause HEI’s businesses to lose customers or render their operations obsolete The banking industry in Hawaii, and certain aspects of the electric utility industry, are competitive. The success of HEI’s subsidiaries in meeting competition and responding to technological advances will continue to have a direct impact on HEI’s consolidated financial performance. For example:
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 or municipality structures for electrical service on all islands it serves.  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. The results of competitive bidding, competition from IPPs, customer self-generation, and potential cooperative ownership or municipality structures for electric utility service, and the rate at which technological developments facilitating nonutility generation of electricity, combined heat and power technology, off-grid microgrids, and customer energy storage 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.
The Company may be subject to information technology and operational system failures, network disruptions, cyber attacks and breaches in data security that could adversely affect its businesses and reputation
Utilities . The Utilities rely on evolving and increasingly complex operational and information systems, networks and other technologies, which are interconnected with the systems and network infrastructure owned by third parties to support a variety of business processes and activities, including procurement and supply chain, invoicing and collection of payments, customer relationship management, human resource management, the acquisition, generation and delivery of electrical service

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to customers, and to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements. The Utilities use their systems and infrastructure to create, collect, store, and process sensitive information, including personal information regarding customers, employees and their dependents, retirees, and other individuals. Despite the Utilities security measures, all of their systems are vulnerable to disability, failures or unauthorized access caused by natural disasters, cyber security incidents, security breaches, user error, unintentional defects created by system changes, military or terrorist actions, power or communication failures or similar events. Any such failure could have a material adverse impact on the Utilities ability to process transactions and provide service, as well the Utilities’ financial condition and results of operations. Further, a data breach involving theft, improper disclosure, or other unauthorized access to or acquisition of confidential information could subject the Utilities to penalties for violation of applicable privacy laws, claims by third parties, and enforcement actions by government agencies. It could also reduce the value of proprietary information, and harm the reputation of the Utilities.
As noted by the U.S. Department of Homeland Security, the utility industry is continuing to experience an increase in the frequency and sophistication of cyber security incidents. The Utilities’ systems have been, and will likely continue to be, a target of attacks. Further, the Utilities’ operational networks may be subject to new cyber security risks due to modernizing and interconnecting existing infrastructure with new technologies and control systems, including those owned by third parties. Although the Utilities have not experienced a material cyber security breach to date, such incidents may occur and may have a material adverse effect on the Utilities in the future. In order to address cyber security risks to their information systems, the Utilities maintain security measures designed to protect their information technology systems, network infrastructure and other assets. The Utilities actively monitor developments in the area of cyber security and are involved in various related government and industry groups , and brief the Board quarterly on relevant cyber security issues . Although the Utilities continue to make investments in their cyber security program, including personnel, technologies, cyber insurance and training of Utilities personnel, there can be no assurance that these systems or their expected functionality will be implemented, maintained, or expanded effectively; nor can security measures completely eliminate the possibility of a cyber security breach. The Utility maintains cyber liability insurance that covers certain damages caused by cyber incidents. However, there is no guarantee that adequate insurance will continue to be available at rates the Utility believes are reasonable or that the costs of responding to and recovering from a cyber incident will be covered by insurance or recoverable in rates. If the Utilities’ cyber security measures were to be breached, the Utilities could suffer financial loss, business disruptions, liability to customers, regulatory intervention or damage to their reputation .
Due to the size, scope and complexity of the Utilities’ business, the development and maintenance of information technology systems to process and track information is critical and challenging. The Utilities often rely on third-party vendors to host, maintain, modify, and update its systems and these third-party vendors could cease to exist, fail to establish adequate processes to protect the Utilities systems and information, or experience internal or external security incidents. In addition, the Utilities are pursuing complex business transformation initiatives, which include establishing common processes across Hawaiian Electric, Hawaii Electric Light and Maui Electric and the upgrade or replacement of existing systems. Significant system changes increase the risk of system interruptions. Although the Utilities maintain change control processes to mitigate this risk, system interruptions may occur. Further, delay or failure to complete the integration of information systems and processes may result in delays in regulatory cost recovery, increased service interruptions of aging legacy systems, or the failure to realize the cost savings anticipated to be derived from these initiatives.
The Utilities are in the process of replacing their existing ERP system. Although the Utilities have in place measures, including redundant systems and recovery capabilities to mitigate system interruptions to their systems, until the new system is put into service the Utilities face elevated operational risk from reliance on old and no longer fully supported software, including the possibility of increased frequency, duration and impact of interruptions.
The Utilities have disaster recovery plans in place to protect their businesses from information technology service interruptions. The disaster recovery plans, however, may not be successful in preventing the loss of customer data, service interruptions and disruptions to operations or damage to important facilities. If any of these systems fail to operate properly or becomes disabled and the Utilities’ disaster recovery plans do not effectively resolve the issues in a timely manner, the Utilities could suffer financial loss, business disruptions, liability to customers, regulatory intervention or damage to their reputations.
ASB . ASB is highly dependent on its ability to process, on a daily basis, a large number of transactions and relies heavily on communication and information systems, including those of third party vendors and other service providers. Communication and information system failures can result from a variety of risks including, but not limited to, events that are wholly or partially out of ASB’s control, such as communication line integrity, weather, terrorist acts, natural disasters, accidental disasters, unauthorized breaches of security systems, energy delivery systems, cyber-attacks and other events.
ASB is under continuous threat of loss due to cyber-attacks, especially as ASB continues to expand customer capabilities to utilize the Internet and other remote channels to transact business. Two of the most significant cyber-attack risks that ASB faces are e-fraud and loss of sensitive customer data. Loss from e-fraud occurs when cybercriminals extract funds directly from

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customers’ or ASB's accounts using fraudulent schemes that may include Internet-based funds transfers. ASB has been subject to e-fraud incidents historically. Loss of sensitive customer data are attempts to steal sensitive customer data, such as account numbers and social security numbers, through unauthorized access to computer systems, including computer hacking. Such attacks are less frequent, but could present significant reputational, legal and regulatory costs if successful. Intrusion detection and prevention systems, anti-virus software, firewalls and other general information technology controls have been put in place to detect and prevent cyber-attacks or information system breaches. A disaster recovery plan has been developed in the event of a natural disaster, security breach, military or terrorist action, power or communication failure or similar event. The disaster recovery plan, however, may not be successful in preventing the loss of customer data, service interruptions, disruptions to operations or damage to important facilities. Although ASB devotes significant resources to maintain and regularly upgrade its systems and processes that are designed to protect the security of ASB’s computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to ASB and its customers, there can be no assurance that such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately corrected by ASB or its vendors.
To date, ASB has not experienced any material losses relating to cyber-attacks or other information security breaches, but there can be no assurance that ASB will not suffer such losses in the future. If any of these systems fail to operate properly or become disabled even for a brief period of time, ASB could suffer financial loss, business disruptions, liability to customers, regulatory intervention or damage to its reputation, any of which could have a material adverse effect on ASB’s financial condition and results of operations.
HEI’s businesses could suffer losses that are uninsured due to a lack of affordable insurance coverage, unavailability of insurance coverage or limitations on the insurance coverage the Company does have In the ordinary course of business, HEI and its subsidiaries purchase insurance coverages (e.g., property and liability coverages) to protect against loss of, or damage to, their properties and against claims made by third parties and employees for property damage or personal injuries. However, the protection provided by such insurance is limited in significant respects and, in some instances, there is no coverage. Certain of the insurance has substantial deductibles or has limits on the maximum amounts that may be recovered. For example, the Utilities’ overhead and underground transmission and distribution systems (with the exception of substation buildings and contents) have a replacement value roughly estimated at $7 billion and are largely not insured against loss or damage because the amount of transmission and distribution system insurance available is limited and the premiums are cost prohibitive. Similarly, the Utilities have no business interruption insurance as the premiums for such insurance would be cost prohibitive, particularly since the Utilities are not interconnected to other systems. If a hurricane or other uninsured catastrophic natural disaster were to occur, and if the PUC were not to allow the affected Utilities to recover from ratepayers restoration costs and revenues lost from business interruption, the lost revenues and repair expenses could result in a significant decrease in HEI’s consolidated net income or in significant net losses for the affected periods.
ASB generally does not obtain credit enhancements, such as mortgagor bankruptcy insurance, but does require standard hazard and hurricane insurance and may require flood insurance for certain properties. ASB is subject to the risks of borrower defaults and bankruptcies, special hazard losses not covered by the required insurance and the insurance company’s inability to pay claims on existing policies.
Increased federal and state environmental regulation will require an increasing commitment of resources and funds and could result in construction delays or penalties and fines for non-compliance . HEI and its subsidiaries are subject to federal, state and local environmental laws and regulations relating to air quality, water quality, hazardous substances, waste management, natural resources and health and safety, which regulate, among other matters, the operation of existing facilities, the construction and operation of new facilities and the proper cleanup and disposal of hazardous and toxic wastes and substances. HEI or its subsidiaries are currently involved in investigatory or remedial actions at current, former or third-party sites and there is no assurance that the Company will not incur material costs relating to these sites. In addition, compliance with these legal requirements requires the Utilities to commit significant resources and funds toward, among other things, environmental monitoring, installation of pollution control equipment and payment of emission fees. These laws and regulations, among other things, require that certain environmental permits be obtained in order to construct or operate certain facilities, and obtaining such permits can entail significant expense and cause substantial construction delays. Also, these laws and regulations may be amended from time to time, including amendments that increase the burden and expense of compliance. For example, emission and/or discharge limits may be tightened, more extensive permitting requirements may be imposed and additional substances may become regulated. In addition, significant regulatory uncertainty exists regarding the impact of federal or state greenhouse gas (GHG) emission limits and reductions.
If HEI or its subsidiaries fail to comply with environmental laws and regulations, even if caused by factors beyond their control, that failure may result in civil or criminal penalties and fines or the cessation of operations.

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Adverse tax rulings or developments could result in significant increases in tax payments and/or expense .   Governmental taxing authorities could challenge a tax return position taken by HEI or its subsidiaries and, if the taxing authorities prevail, HEI’s consolidated tax payments and/or expense, including applicable penalties and interest, could increase significantly.
The Company could be subject to the risk of uninsured losses in excess of its accruals for litigation matters HEI and its subsidiaries are involved in routine litigation in the ordinary course of their businesses, most of which is covered by insurance (subject to policy limits and deductibles). However, other litigation may arise that is not routine or involves claims that may not be covered by insurance. Because of the uncertainties associated with litigation, there is a risk that litigation against HEI or its subsidiaries, even if vigorously defended, could result in costs of defense and judgment or settlement amounts not covered by insurance and in excess of reserves established in HEI’s consolidated financial statements.
Changes in accounting principles and estimates could affect the reported amounts of the Company’s assets and liabilities or revenues and expenses HEI’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. Changes in accounting principles (including the possible adoption of International Financial Reporting Standards or new U.S. accounting standards), or changes in the Company’s application of existing accounting principles, could materially affect the financial statement presentation of HEI’s or the Utilities’ consolidated results of operations and/or financial condition. Further, in preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change include the amounts reported for electric utility revenues; allowance for loan losses; income taxes; investment securities, property, plant and equipment; regulatory assets and liabilities; derivatives; goodwill; pension and other postretirement benefit obligations; and contingencies and litigation.
The Utilities' financial statements reflect assets and costs based on cost-based rate-making regulations. Continued accounting in this manner requires that certain criteria relating to the recoverability of such costs through rates be met. If events or circumstances should change so that the criteria are no longer satisfied, the Utilities’ expect that their regulatory assets (amounting to $869 million as of December 31, 2017 ), net of regulatory liabilities (amounting to $881 million  as of December 31, 2017 ), would be charged to the statement of income in the period of discontinuance. As a result of the 2017 Tax Cuts and Jobs Act (Tax Act), the Utilities were required to adjust their deferred tax assets and liabilities for the lower federal income tax rate, resulting in excess accumulated deferred income tax balances (ADIT). To the extent the ADIT was related to items included in regulatory rate base or ratemaking, the related net excess ADIT ( $285 million ) was reclassified to a regulatory liability that will be returned to customers through rates. The rate of the return to customers will be determined with the approval of the PUC.
Changes in accounting principles can also impact HEI’s consolidated financial statements. For example, if management determines that a PPA requires the consolidation of the IPP in the financial statements, the consolidation could have a material effect on Hawaiian Electric’s and HEI’s consolidated financial statements, including the recognition of a significant amount of assets and liabilities and, if such a consolidated IPP were operating at a loss and had insufficient equity, the potential recognition of such losses. Also, if management determines that a PPA requires the classification of the agreement as a capital lease, a material effect on HEI’s consolidated balance sheet may result, including the recognition of significant capital assets and lease obligations.
Changes in the accounting principles for expected credit losses were issued by the FASB to replace existing impairment models, including replacing an “incurred loss” model for loans with a “current expected credit loss” model based on historical experience, current conditions and reasonable and supportable forecasts. The changes also require enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. The Company plans to adopt the accounting principle changes in the first quarter of 2020 and has not yet determined the impact of the adoption. The new impairment model could have a material adverse impact on ASB’s results of operations.
Electric Utility Risks.
Actions of the PUC are outside the control of the Utilities and could result in inadequate or untimely rate increases, in rate reductions or refunds or in unanticipated delays, expenses or writedowns in connection with the construction of new projects The rates the Utilities are allowed to charge for their services and the timeliness of permitted rate increases are among the most important items influencing the Utilities’ results of operations, financial condition and liquidity. The PUC has broad discretion over the rates that the Utilities charge their customers. As part of the decoupling mechanism that the Utilities have implemented, each of the Utilities will file a rate case once every three years. Any adverse decision by the PUC concerning the level or method of determining electric utility rates, the items and amounts that may be included in rate base, the returns on equity or rate base found to be reasonable, the potential consequences of exceeding or not meeting such returns, or any

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prolonged delay in rendering a decision in a rate or other proceeding could have a material adverse effect on Hawaiian Electric’s consolidated results of operations, financial condition and liquidity.
To improve the timing and certainty of the recovery of their costs, the Utilities have proposed and/or received approval of various cost recovery mechanisms including an ECAC, a PPAC, and pension and OPEB tracking mechanisms, as well as a decoupling mechanism, a major project interim recovery (MPIR) adjustment mechanism, and a renewable energy infrastructure program (REIP) surcharge. A change in, or the elimination of, any of these cost recovery mechanisms, including in the current proceeding in which the PUC is examining the decoupling mechanism, could have a material adverse effect on the Utilities.
The Utilities could be required to refund to their customers, with interest, revenues that have been or may be received under interim rate orders in their rate case proceedings and other proceedings, if and to the extent they exceed the amounts allowed in final orders.
Many public utility projects require PUC approval and various permits (e.g., environmental and land use permits) from other governmental agencies. Difficulties in obtaining, or the inability to obtain, the necessary approvals or permits, or any adverse decision or policy made or adopted, or any prolonged delay in rendering a decision, by an agency with respect to such approvals and permits, can result in significantly increased project costs or even cancellation of projects. In the event a project does not proceed, or if the PUC disallows cost recovery for all or part of a project, or if project costs exceed caps imposed by the PUC in its approval of the project, project costs may need to be written off in amounts that could result in significant reductions in Hawaiian Electric’s consolidated net income. For example, in January 2013, the Utilities and the Consumer Advocate signed a settlement agreement to write off $40 million of costs in lieu of conducting PUC-ordered regulatory audits of the CIP CT-1 and the CIS projects.
Energy cost adjustment clauses. The rate schedules of each of the Utilities include ECACs under which electric rates charged to customers are automatically adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power.
ECACs are subject to periodic review by the PUC. In the most recent rate cases, the PUC allowed the current ECAC to continue. In the decoupling reexamination proceeding in 2014 through 2016, the PUC considered potential modifications to the ECAC. In April 2017, the PUC issued an order in the decoupling reexamination proceeding acknowledging the complex issues relating to changing the ECAC mechanisms and indicating it will consider these issues in the Utilities’ pending rate cases.
All of the Utilities have proposed modifications to their respective ECAC provisions in their open rate cases. Hawaii Electric Light has proposed an expansion of the range of fuel usage efficiencies under which fuel costs would be fully passed through to customers. Hawaiian Electric has also proposed such an expansion of the range of fuel efficiencies for low sulfur fuel oil, which accounts for about 97% of its generation fuel usage, and has proposed to fully pass through to customers the costs of diesel fuel and biodiesel fuel that represent the balance of the generation fuel usage. Maui Electric has proposed to retain the existing range of fuel usage efficiencies at all three islands. All of the Utilities have proposed an additional trigger that would allow a re-establishment of fuel usage efficiency targets under certain conditions. Blue Planet Foundation, a party to the Hawaiian Electric rate case has recommended allowing only a partial pass-through of fuel costs with a sharing of cost above or below the allowed levels. See "Most recent rate proceedings" in Note 3 of the Consolidated Financial Statements.
A change in, or the elimination of, the ECAC could have a material adverse effect on the Utilities.
Electric utility operations are significantly influenced by weather conditions The Utilities’ results of operations can be affected by the weather. Weather conditions, particularly temperature and humidity, directly influence the demand for electricity. In addition, severe weather and natural disasters, such as hurricanes, earthquakes, tsunamis and lightning storms, which may become more severe or frequent as a result of global climate changes, can cause outages and property damage and require the Utilities to incur significant additional expenses that may not be recoverable.
Electric utility operations may be significantly influenced by climate change While the timing, extent and ultimate effects of climate change cannot be determined with any certainty, climate change is predicted to result in sea level rise, which could potentially impact coastal and other low-lying areas (where much of the Utilities’ electric infrastructure is sited), and could cause erosion of beaches, saltwater intrusion into aquifers and surface ecosystems, higher water tables and increased flooding and storm damage due to heavy rainfall. The effects of climate change on the weather (for example, floods or hurricanes), sea levels, and water availability and quality have the potential to materially adversely affect the results of operations, financial condition and liquidity of the Utilities. For example, severe weather could cause significant harm to the Utilities’ physical facilities.
Electric utility operations depend heavily on third-party suppliers of fuel and purchased power The Utilities rely on fuel oil suppliers and shippers and IPPs to deliver fuel oil and power, respectively, in accordance with contractual agreements. Approximately 69% of the net energy generated or purchased by the Utilities in 2017 was generated from the burning of fossil

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fuel oil, and purchases of power by the Utilities provided about 46% of their total net energy generated and purchased for the same period. Failure or delay by oil suppliers and shippers to provide fuel pursuant to existing contracts, or failure by a major IPP to deliver the firm capacity anticipated in its PPA, could disrupt the ability of the Utilities to deliver electricity and require the Utilities to incur additional expenses to meet the needs of their customers that may not be recoverable. In addition, as the 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. Also, as these contractual agreements end, the Utilities may not be able to purchase fuel and power on terms equivalent to the current contractual agreements.
Electric utility generating facilities are subject to operational risks that could result in unscheduled plant outages, unanticipated and/or increased operation and maintenance expenses and increased power purchase costs Operation of electric generating facilities involves certain risks which can adversely affect energy output and efficiency levels. Included among these risks are facility shutdowns or power interruptions due to insufficient generation or a breakdown or failure of equipment or processes. In addition, operations could be negatively impacted by interruptions in fuel supply, inability to negotiate satisfactory collective bargaining agreements when existing agreements expire or other labor disputes, inability to comply with regulatory or permit requirements, disruptions in delivery of electricity, operator error and catastrophic events such as earthquakes, tsunamis, hurricanes, fires, explosions, floods or other similar occurrences affecting the Utilities’ generating facilities or transmission and distribution systems.
The Utilities may be adversely affected by new legislation or administrative actions Congress, the Hawaii legislature and governmental agencies periodically consider legislation and other initiatives that could have uncertain or negative effects on the Utilities and their customers. Congress, the Hawaii legislature and governmental agencies have adopted, or are considering adopting, a number of measures that will significantly affect the Utilities, as described below.
Renewable Portfolio Standards law .  In 2015, Hawaii’s RPS law was amended to require electric utilities to meet an RPS of 15%, 30%, 40%, 70% and 100% by December 31, 2015, 2020, 2030, 2040 and 2045 respectively. Energy savings resulting from energy efficiency programs do not count toward the RPS after 2014. The Utilities are committed to achieving these goals and met the 2015 RPS; however, due to the exclusion of energy savings in calculating RPS after 2014 and risks such as potential delays in IPPs being able to deliver contracted renewable energy, it is possible the Utilities may not attain the required renewable percentages in the future, and management cannot predict the future consequences of failure to do so (including potential penalties to be assessed by the PUC). On December 19, 2008, the PUC approved a penalty of $20 for every MWh that an electric utility is deficient under Hawaii’s RPS law. The PUC noted, however, that this penalty may be reduced, in the PUC’s discretion, due to events or circumstances that are outside an electric utility’s reasonable control, to the extent the event or circumstance could not be reasonably foreseen and ameliorated, as described in the RPS law and in an RPS framework adopted by the PUC. In addition, the PUC ordered that the Utilities will be prohibited from recovering any RPS penalty costs through rates.
Renewable energy.   In 2007, a measure was passed by the Hawaii legislature stating that the PUC may consider the need for increased renewable energy in rendering decisions on utility matters. Due to this measure, it is possible that, if energy from a renewable source is more expensive than energy from fossil fuel, the PUC may still approve the purchase of energy from the renewable source, resulting in higher costs.
Global climate change and greenhouse gas emissions reduction .  National and international concern about climate change and the contribution of GHG emissions (including carbon dioxide emissions from the combustion of fossil fuels) to climate change have led to federal legislative and regulatory proposals and action by the state of Hawaii to reduce GHG emissions.
In July 2007, the State Legislature passed Act 234, which requires a statewide reduction of GHG emissions by January 1, 2020 to levels at or below the statewide GHG emission levels in 1990. On June 20, 2014, the Governor signed the final rules required to implement Act 234 and these rules went into effect on June 30, 2014. In general, Act 234 and the GHG rule require affected sources that have the potential to emit GHGs in excess of established thresholds to reduce their GHG emissions by 16% below 2010 emission levels by 2020. In accordance with State requirements, the Utilities submitted an Emissions Reduction Plan (EmRP) to the DOH on June 30, 2015. Hawaiian Electric, Maui Electric, and Hawaii Electric Light have a total of 11 facilities affected by the state GHG rule. Hawaiian Electric made use of the partnering provisions in the GHG rule to prepare one EmRP for all 11 of the Utilities’ affected facilities. In this plan, the Utilities have committed to a 16% reduction in GHG emissions company-wide. Pursuant to the State’s GHG rule, the DOH will incorporate the proposed facility-specific GHG emission limits into each facility’s covered source permit based on the 2020 levels specified in Hawaiian Electric’s EmRP. The State GHG rule requires affected sources to pay an annual fee that is based on tons per year of GHG emissions. The Utilities’ GHG emissions fee is approximately $0.5 million annually. The latest assessment of the proposed federal and final state GHG rules is that the continued growth in renewable power generation will significantly reduce the compliance costs and risk for the Utilities.

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On June 3, 2010, the EPA’s final GHG Tailoring Rule was published. It created a new threshold for GHG emissions from new and existing facilities and required certain facilities to obtain Prevention of Significant Deterioration (PSD) and Title V operating permits. The U.S. Supreme Court upheld that the EPA can apply the Best Available Control Technology (BACT) requirement to GHG for new or modified sources that trigger PSD permitting for air pollutants other than GHG. Any Hawaiian Electric, Hawaii Electric Light, and Maui Electric new or modified emission sources that trigger PSD permitting will be required to comply with BACT requirements. On August 26, 2016, the EPA proposed revisions to the PSD and Title V permitting regulations to fully implement the 2014 U.S. Supreme Court decision including the establishment of a threshold below which BACT is not required for GHG emissions for new or modified emission sources that trigger PSD permitting.
The Utilities have taken, and continue to identify opportunities to take, direct action to reduce GHG emissions from their operations, including, but not limited to, supporting DSM programs that foster energy efficiency, using renewable resources for energy production and purchasing power from IPPs generated by renewable resources, burning renewable biodiesel in Hawaiian Electric’s CIP CT-1, using biodiesel for startup and shutdown of selected Maui Electric generating units, and testing biofuel blends in other Hawaiian Electric and Maui Electric generating units.
The foregoing legislation or legislation that now is, or may in the future be, proposed present risks and uncertainties for the Utilities.
The Utilities may be subject to increased operational challenges and their results of operations, financial condition and liquidity may be adversely impacted in meeting the commitments and objectives of clean energy initiatives and Renewable Portfolio Standards (RPS) . The far-reaching nature of the Utilities' renewable energy commitments and the RPS goals present risks to the Company. Among such risks are: (1) the dependence on third party suppliers of renewable purchased energy, which if the Utilities are unsuccessful in negotiating purchased power agreements with such IPPs or if a major IPP fails to deliver the anticipated capacity in its purchased power agreement, could impact the Utilities’ achievement of their commitments to RPS goals and/or the Utilities’ ability to deliver reliable service; (2) delays in acquiring or unavailability of non-fossil fuel supplies for renewable generation; (3) the impact of intermittent power to the electrical grid and reliability of service if appropriate supporting infrastructure is not installed or does not operate effectively; (4) the likelihood that the Utilities may need to make substantial investments in related infrastructure, which could result in increased borrowings and, therefore, materially impact the financial condition and liquidity of the Utilities; and (5) the commitment to support a variety of initiatives, which, if approved by the PUC, may have a material impact on the results of operations and financial condition of the Utilities depending on their design and implementation.
Bank Risks.
Fluctuations in interest rates could result in lower net interest income, impair ASB’s ability to originate new loans or impair the ability of ASB’s adjustable-rate borrowers to make increased payments or cause such borrowers to repay their adjustable-rate loans .  Interest rate risk is a significant risk of ASB’s operations. ASB’s net interest income consists primarily of interest income received on fixed-rate and adjustable-rate loans, mortgage-related securities and investments, less interest expense consisting primarily of interest paid on deposits and other borrowings. Interest rate risk arises when earning assets mature or when their interest rates change in a time frame different from that of the costing liabilities. Changes in market interest rates, including changes in the relationship between short-term and long-term market interest rates or between different interest rate indices, can impact ASB’s net interest margin.
Although ASB pursues an asset-liability management strategy designed to mitigate its risk from changes in market interest rates, unfavorable movements in interest rates could result in lower net interest income. Residential 1-4 family fixed-rate mortgage loans comprised about 42% of ASB’s loan portfolio as of December 31, 2017 and do not re-price with movements in interest rates. ASB continues to face a challenging interest rate environment. The Federal Open Market Committee increased the federal funds rate in 2016 and 2017, which has caused the yield curve to flatten. Increases in market interest rates could have an adverse impact on ASB’s cost of funds. Higher market interest rates could lead to higher interest rates paid on deposits and other borrowings. Significant increases in market interest rates, or the perception that an increase may occur, could adversely affect ASB’s ability to originate new loans and grow. An increase in market interest rates, especially a sudden increase, could also adversely affect the ability of ASB’s adjustable-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and charge-offs. Conversely, a decrease in interest rates or a mismatching of maturities of interest sensitive financial instruments could result in an acceleration in the prepayment of loans and mortgage-related securities and impact ASB’s ability to reinvest its liquidity in similar yielding assets.
Changes in the method for determining LIBOR and the potential replacement of LIBOR may affect our loan portfolio and interest income on loans. As a result of concerns about the accuracy of the calculation of the benchmark London Interbank Offered Rate (LIBOR), a number of British Bankers’ Association (BBA) member banks entered into settlements with regulators and law enforcement agencies with respect to the alleged manipulation of LIBOR. Actions by the BBA, regulators or law enforcement agencies, as a result of these or future events, may result in changes to the manner in which LIBOR is determined.

34



Potential changes, or uncertainty related to such potential changes may adversely affect the market for loans with LIBOR-indexed interest rates. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. The head of the United Kingdom Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. The potential effect of such an event on our LIBOR-indexed loan portfolio and interest income on loans cannot yet be determined.
ASB’s operations are affected by factors that are beyond its control, that could result in lower revenues, higher expenses or decreased demand for its products and services ASB’s results of operations depend primarily on the income generated by the supply of and demand for its products and services, which primarily consist of loans and deposit services. ASB’s revenues and expenses may be adversely affected by various factors, including:
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.
Banking and related regulations could result in significant restrictions being imposed on ASB’s business or in a requirement that HEI divest ASB ASB is subject to examination and comprehensive regulation by the Department of Treasury, the OCC and the FDIC, and is subject to reserve requirements established by the Board of Governors of the Federal Reserve System. In addition, the FRB is responsible for regulating ASB’s holding companies, HEI and ASB Hawaii. The regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities and examination policies to address not only ASB’s compliance with applicable banking laws and regulations, but also capital adequacy, asset quality, management ability and performance, earnings, liquidity and various other factors.
Under certain circumstances, including any determination that ASB’s relationship with HEI results in an unsafe and unsound banking practice, these regulatory authorities have the authority to restrict the ability of ASB to transfer assets and to make distributions to its shareholders (including payment of dividends to HEI), or they could seek to require HEI to sever its relationship with or divest its ownership of ASB. Payment by ASB of dividends to HEI may also be restricted by the OCC and FRB under its prompt corrective action regulations or its capital distribution regulations if ASB’s capital position deteriorates. In order to maintain its status as a QTL, ASB is required to maintain at least 65% of its assets in “qualified thrift investments.” Institutions that fail to maintain QTL status are subject to various penalties, including limitations on their activities. In ASB’s case, the activities of HEI and HEI’s other subsidiaries would also be subject to restrictions, and a failure or inability to comply with those restrictions could effectively result in the required divestiture of ASB. Federal legislation has also been proposed in the past that could result in a required divestiture of ASB. In the event of a required divestiture, federal law substantially limits the types of entities that could potentially acquire ASB.
Recent legislative and regulatory initiatives could have an adverse effect on ASB’s business The Dodd-Frank Act, which became law in July 2010, has had a substantial impact on the financial services industry. The Dodd-Frank Act establishes a framework through which regulatory reform will be written and changes to statutes, regulations or regulatory policies could affect HEI and ASB in substantial and unpredictable ways. A major component of the Dodd-Frank Act is the creation of the Consumer Financial Protection Bureau that has the responsibility for setting and enforcing clear, consistent rules relating to consumer financial products and services and has the authority to prohibit practices it finds to be unfair, deceptive or abusive. Compliance with any such directives could have adverse effects on ASB’s revenues or operating costs. Failure to comply with

35



laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on ASB’s business, results of operations, financial condition and liquidity.
A large percentage of ASB’s loans and securities are collateralized by real estate, and adverse changes in the real estate market and/or general economic or other conditions may result in loan losses and adversely affect the Company’s profitability As of December 31, 2017 approximately 84% of ASB’s loan portfolio was comprised of loans primarily collateralized by real estate, most of which was concentrated in the State of Hawaii. During 2017, ASB's HELOC and residential 1-4 family portfolios grew by 6% and 3%, respectively, and now comprise 78% of total real estate loans. ASB’s financial results may be adversely affected by changes in prevailing economic conditions, either nationally or in the state of Hawaii, including decreases in real estate values, adverse employment conditions, the monetary and fiscal policies of the federal and state government and other significant external events. Adverse changes in the economy may have a negative effect on the ability of borrowers to make timely repayments of their loans. A deterioration of the economic environment in Hawaii, including a material decline in the real estate market, further declines in home resales, a material external shock, or any environmental clean-up obligation, may also significantly impair the value of ASB’s collateral and ASB’s ability to sell the collateral upon foreclosure. In the event of a default, amounts received upon sale of the collateral may be insufficient to recover outstanding principal and interest. In addition, if poor economic conditions result in decreased demand for real estate loans, ASB’s profits may decrease if its alternative investments earn less income than real estate loans.
Expanding commercial, commercial real estate and consumer lending activities may result in higher costs and greater credit risk than residential lending activities due to the unique characteristics of these markets ASB had been aggressively pursuing a strategy that included expanding its commercial, commercial real estate and consumer lines of business. If ASB elects to pursue commercial and commercial real estate loans in the future, such loans have a higher risk profile than residential loans. Though both commercial and commercial real estate loans have shorter terms and earn higher spreads than residential mortgage loans, these loan types generally entail higher underwriting and other service costs and present greater credit risks than traditional residential mortgages. Commercial loans are secured by the assets of the business and, upon default, any collateral repossessed may not be sufficient to repay the outstanding loan balance. In addition, loan collections are dependent on the borrower’s continuing financial stability and, thus, are more likely to be affected by current economic conditions and adverse business developments. Commercial real estate properties tend to be unique and are more difficult to value than residential real estate properties. Commercial real estate loans may not be fully amortizing, meaning that they have a significant principal balance or “balloon” payment due at maturity. In addition, commercial real estate properties, particularly industrial and warehouse properties, are generally subject to relatively greater environmental risks than noncommercial properties and to the corresponding burdens and costs of compliance with environmental laws and regulations. Also, there may be costs and delays involved in enforcing rights of a property owner against tenants in default under terms of leases with respect to commercial properties. For example, a tenant may seek protection under bankruptcy laws, which could result in termination of the tenant’s lease.
ASB also has a national syndicated lending portfolio where ASB is a participant in credit facilities agented by established and reputable national lenders. Management selectively chooses each deal based on conservative credit criteria to ensure a high quality, well diversified portfolio. In the event the borrower encounters financial difficulties and ASB is unable to sell its participation interest in the loan in the secondary market, the bank is typically reliant on the originating lender for managing any loan workout or foreclosure proceedings that may become necessary. Accordingly, ASB has less control over such proceedings than loans it originates and may be required to accommodate the interests of other participating lenders in resolving delinquencies or defaults on participated loans, which could result in outcomes that are not fully consistent with ASB's preferred strategies. In addition, a significant proportion of ASB's syndicated loans are originated in states other than Hawaii, and are subject to the local regional and regulatory risks specific to those states.
Similar to the national syndicated lending portfolio, ASB does not service commercial loans in which it has participation interests rather than being the lead or agent lender and is subject to the policies and practices of the agent lender, who is the loan servicer, in resolving delinquencies or defaults on participated loans.
The consumer loan portfolio primarily consists of personal unsecured loans as ASB began offering a personal loan product with risk-based pricing. Repayment is based on the borrower’s financial stability as these loans have no collateral and there is less assurance that ASB will be able to collect all payments due under these loans or have sufficient collateral to cover all outstanding loan balances.
ASB's allowance for loan losses may not cover actual loan losses. ASB's allowance for loan losses is the bank's estimate of probable losses inherent in its loan portfolio and is based on a continuing assessment of:
existing risks in the loan portfolio;
historical loss experience with ASB's loans;
changes in collateral value; and

36



current conditions (for example, economic conditions, real estate market conditions and interest rate environment).
If ASB's actual loan losses exceed its allowance for loan losses, it may incur losses, its financial condition may be materially and adversely affected and additional capital may be required to enhance its capital position. In addition, various regulatory agencies, as an integral part of their examination process, regularly review the adequacy of ASB's allowance. These agencies may require ASB to establish additional allowances based on their judgment of the information available at the time of their examinations. No assurance can be given that ASB will not sustain loan losses in excess of present or future levels of its allowance for loan losses.
The Tax Act may impact the financial services industry with respect to the marketability of residential loans and home equity indebtedness . The Tax Act limits the deduction available for mortgage interest by reducing the amount of debt that can be treated as acquisition indebtedness from the current level of $1 million to $750,000. The new law also suspends the deduction for interest on home equity indebtedness. The impact of these tax law changes on residential mortgage and home equity line of credit loan production cannot yet be determined.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
HEI: None.
Hawaiian Electric: Not applicable.
ITEM 2.
PROPERTIES
HEI and Hawaiian Electric:  See the “Properties” sections under “HEI,” “Electric utility” and “Bank” in Item 1. Business above.
ITEM 3.
LEGAL PROCEEDINGS
HEI and Hawaiian Electric:  HEI subsidiaries (including Hawaiian Electric and its subsidiaries and ASB) may be involved in ordinary routine PUC proceedings, environmental proceedings and/or litigation incidental to their respective businesses. See the descriptions of legal proceedings (including judicial proceedings and proceedings before the PUC and environmental and other administrative agencies) in “Item 1. Business,” in HEI’s MD&A and in the Notes 3 and 4 of the Consolidated Financial Statements. The outcomes of litigation and administrative proceedings are necessarily uncertain and there is a risk that the outcome of such matters could have a material adverse effect on the financial position, results of operations or liquidity of HEI or one or more of its subsidiaries for a particular period in the future.
ITEM 4.
MINE SAFETY DISCLOSURES
HEI and Hawaiian Electric:  Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT (HEI)
The executive officers of HEI are listed below. Messrs. Oshima and Wacker are officers of HEI subsidiaries rather than of HEI, but are deemed to be executive officers of HEI under SEC Rule 3b-7 promulgated under the 1934 Exchange Act. HEI executive officers serve from the date of their initial appointment and are reappointed annually by the HEI Board (or annually by the applicable HEI subsidiary board), and thereafter are appointed for one-year terms or until their successors have been duly appointed and qualified or until their earlier resignation or removal. HEI executive officers may also hold offices with HEI subsidiaries and affiliates in addition to their current positions listed below.

37



Name
 
Age
 
Business experience for last 5 years and prior positions with the Company
Constance H. Lau
 
65
 
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, Risk Committee member since 2012 and Director since 1999
    ·   ASB Chief Executive Officer, 6/01 to 11/10, and President, 6/01 to 1/08
·   ASB Senior Executive Vice President and Chief Operating Officer and Director, 12/99 to 5/01
·   HEI Power Corp. Financial Vice President and Treasurer, 5/97 to 8/99
·   HEI Treasurer, 4/89 to 10/99, and HEI Assistant Treasurer, 12/87 to 4/89
·   Hawaiian Electric Treasurer 12/87 to 4/89 and Assistant Corporate Counsel, 9/84 to 12/87
Gregory C. Hazelton
 
53
 
HEI Executive Vice President and Chief Financial Officer since 4/17
HEI Senior Vice President, Finance, 10/16 to 4/17
·    Prior to rejoining the Company in 2016: Northwest Natural Gas Company, Senior Vice President, Chief Financial Officer and Treasurer, 2/16 to 9/16, and Northwest Natural Gas Company, Senior Vice President and Chief Financial Officer, 6/15 to 2/16
·    HEI Vice President, Finance, Treasurer and Controller, 8/13 to 6/15
·   Prior to joining the Company in 2013: UBS Investment Bank, Managing Director, Global Power & Utilities Group 3/11 to 5/13
Alan M. Oshima
 
70
 
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
Richard F. Wacker
 
55
 
ASB President and Chief Executive Officer since 11/10
ASB Director since 11/10
Family relationships; executive arrangements
There are no family relationships between any HEI executive officer and any other HEI executive officer or any HEI director or director nominee. There are no arrangements or understandings between any HEI executive officer and any other person pursuant to which such executive officer was selected.

38



PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
HEI:
Certain of the information required by this item is incorporated herein by reference to Note 12 , “Regulatory restrictions on net assets” and Note 16 , “Quarterly information (unaudited)” of the Consolidated Financial Statements and "Item 6. Selected Financial Data” and “Equity compensation plan information” under "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" of this Form 10-K. Certain restrictions on dividends and other distributions of HEI are described in this report under “Item 1. Business—HEI—Regulation—Restrictions on dividends and other distributions” and that description is incorporated herein by reference. HEI’s common stock is traded on the New York Stock Exchange and the total number of holders of record of HEI common stock (i.e., registered shareholders) as of February 13, 2018, was 6,133.
HEI's common stock high and low for the quarters of 2017 and 2016 were as follows:
Quarters ended
2017
 
2016
 
High

Low

 
High

Low

(in thousands)
 
 
 
 
 
March 31
$
33.94

$
32.32

 
$
32.69

$
27.30

June 30
34.08

32.01

 
34.98

31.35

September 30
34.64

31.71

 
33.57

29.14

December 31
38.72

33.30

 
34.08

28.31

The dividends declared and paid on HEI's common stock for the quarters of 2017 and 2016 were as follows:
Quarters ended
2017

 
2016

(in thousands)
 
 
 
March 31
$
33,713

 
$
33,367

June 30
33,713

 
33,481

September 30
33,723

 
33,550

December 31
33,724

 
33,652

Purchases of HEI common shares were made during the fourth quarter to satisfy the requirements of certain plans as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
Period*

Total Number
of Shares Purchased **
 
 
Average
Price Paid
per Share **

 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 to 31, 2017
23,311

 
$
34.69


 
NA
November 1 to 30, 2017
20,261

 
$
37.74


 
NA
December 1 to 31, 2017
171,481

 
$
37.68


 
NA
NA Not applicable.
* Trades (total number of shares purchased) are reflected in the month in which the order is placed.
** The purchases were made to satisfy the requirements of the DRIP, the HEIRSP and the ASB 401(k) Plan for shares purchased for cash or by the reinvestment of dividends by participants under those plans and none of the purchases were made under publicly announced repurchase plans or programs. Average prices per share are calculated exclusive of any commissions payable to the brokers making the purchases for the DRIP, the HEIRSP and the ASB 401(k) Plan. Of the "Total number of shares purchased," 195,253 of the 215,053 shares were purchased for the DRIP; 17,400 of the 215,053 shares were purchased for the HEIRSP; and 2,400 of the 215,053 shares were purchased for the ASB 401(k) Plan. The repurchased shares were issued for the accounts of the participants under registration statements registering the shares issued under these plans.

39



Hawaiian Electric:
Since a corporate restructuring on July 1, 1983, all the common stock of Hawaiian Electric has been held solely by its parent, HEI, and is not publicly traded. Accordingly, information required with respect to “Market information” and “holders” is not applicable to Hawaiian Electric.
The dividends declared and paid on Hawaiian Electric’s common stock for the quarters of 2017 and 2016 were as follows:
Quarters ended
2017

 
2016

(in thousands)
 
 
 
March 31
$
21,942

 
$
23,400

June 30
21,942

 
23,400

September 30
21,941

 
23,399

December 31
21,942

 
23,400

Also, see “Liquidity and capital resources” in HEI’s MD&A.
See the discussion of regulatory and other restrictions on dividends or other distributions under “Item 1. Business—HEI—Regulation—Restrictions on dividends and other distributions” and in Note 12 of the Consolidated Financial Statements.

40



ITEM 6.
SELECTED FINANCIAL DATA
HEI:
Selected Financial Data
 
 
 
 
 
 
 
 
 
Hawaiian Electric Industries, Inc. and Subsidiaries
 
 

 
 

 
 

 
 

Years ended December 31
2017

 
2016

 
2015

 
2014

 
2013

(dollars in thousands, except per share amounts)
 
 

 
 

 
 

 
 

Results of operations
 

 
 

 
 

 
 

 
 

Revenues
$
2,555,625

 
$
2,380,654

 
$
2,602,982

 
$
3,239,542

 
$
3,238,470

Net income for common stock
$
165,297

 
$
248,256

 
$
159,877

 
$
168,129

 
$
161,709

Basic earnings per common share
$
1.52

 
$
2.30

 
$
1.50

 
$
1.65

 
$
1.63

Diluted earnings per common share
$
1.52

 
$
2.29

 
$
1.50

 
$
1.63

 
$
1.62

Return on average common equity
7.9
%
 
12.4
%
 
8.6
%
 
9.6
%
 
9.7
%
Financial position *
 
 
 
 
 
 
 
 
 
Total assets
$
13,099,828

 
$
12,425,506

 
$
11,782,018

 
$
11,177,143

 
$
10,331,921

Deposit liabilities
5,890,597

 
5,548,929

 
5,025,254

 
4,623,415

 
4,372,477

Other bank borrowings
190,859

 
192,618

 
328,582

 
290,656

 
244,514

Long-term debt, net—other than bank
1,683,797

 
1,619,019

 
1,578,368

 
1,498,547

 
1,483,960

Preferred stock of subsidiaries – not subject to mandatory redemption
34,293

 
34,293

 
34,293

 
34,293

 
34,293

Common stock equity
2,097,386

 
2,066,753

 
1,927,640

 
1,790,573

 
1,726,406

Common stock
 
 
 
 
 
 
 

 
 

Book value per common share *
$
19.28

 
$
19.03

 
$
17.94

 
$
17.46

 
$
17.05

Market price per common share
 
 
 
 
 
 
 
 
 
High
38.72

 
34.98

 
34.86

 
35.00

 
28.30

Low
31.71

 
27.30

 
27.02

 
22.71

 
23.84

December 31
36.15

 
33.07

 
28.95

 
33.48

 
26.06

Dividends declared per common share
1.24

 
1.24

 
1.24

 
1.24

 
1.24

Dividend payout ratio
82
%
 
54
%
 
82
%
 
75
%
 
76
%
Market price to book value per common share *
188
%
 
174
%
 
161
%
 
192
%
 
153
%
Price earnings ratio **
23.8x

 
14.4x

 
19.3x

 
20.3
x
 
16.0
x
Common shares outstanding (thousands) *
108,788

 
108,583

 
107,460

 
102,565

 
101,260

Weighted-average-basic
108,749

 
108,102

 
106,418

 
101,968

 
98,968

Shareholders ***
26,064

 
26,831

 
27,927

 
29,415

 
30,653

Employees *
3,880

 
3,796

 
3,918

 
3,965

 
3,966

*
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 13, 2018, HEI had 6,133 registered shareholders (i.e., holders of record of HEI common stock), 23,111 DRIP participants and total shareholders of 25,977.
2017 results include a $14 million adjustment, primarily to reduce deferred tax net asset balances (not accounted for under Utility regulatory ratemaking) to reflect the lower rates enacted by Tax Act (see Note 10 of the Consolidated Financial Statements) and $20 million ($11 million, net of tax impacts) lower in RAM revenues than prior year due to expiration of 2013 settlement agreement that allowed the accrual of RAM revenues on January 1 (vs. June 1) for years 2014 to 2016 at Hawaiian Electric. Results for 2016, 2015 and 2014 include merger- and spin-off-related income/(expenses), net of tax impacts, of $60 million, ($16 million), and ($5 million), respectively (see Note 15 of the Consolidated Financial Statements).
Financial data for periods prior to January 1, 2016 has been updated to reflect the retrospective application of ASU No. 2015-03 (Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs). See "Cautionary Note Regarding Forward-Looking Statements" above, HEI's MD&A and “Commitments and contingencies” in Note 3 of the Consolidated Financial Statements for discussions of certain contingencies that could adversely affect future results of operations, financial condition and cash flows.
For 2014 and 2013, under the two-class method of computing basic earnings per share, distributed earnings were $1.24 per share each year and undistributed earnings (loss) were $0.41 and $0.39 per share, respectively, for both unvested restricted stock awards and unrestricted common stock. For 2014 and 2013, under the two-class method of computing diluted earnings per share, distributed earnings were $1.24 per share each year and undistributed earnings (loss) were $0.40 and $0.38 per share, respectively, for both unvested restricted stock awards and unrestricted common stock. There were no restricted stock awards outstanding during 2017, 2016 and 2015.

41



Hawaiian Electric:
Selected Financial Data
Hawaiian Electric Company, Inc. and Subsidiaries
Years ended December 31
2017
2016
2015
2014
2013
(in thousands)
 
 
 
 
 
Results of operations
 
 
 
 
 
Revenues
$
2,257,566

$
2,094,368

$
2,335,166

$
2,987,323

$
2,980,172

Net income for common stock
119,951

142,317

135,714

137,641

122,929

 
 
 
 
 
 
Financial position *
 
 
 
 
 
Utility plant
$
7,282,979

$
6,870,627

$
6,543,799

$
6,220,397

$
5,896,991

Accumulated depreciation
(2,476,352
)
(2,369,282
)
(2,266,004
)
(2,175,510
)
(2,111,229
)
Net utility plant
$
4,806,627

$
4,501,345

$
4,277,795

$
4,044,887

$
3,785,762

Total assets
$
6,196,281

$
5,975,428

$
5,672,210

$
5,550,021

$
5,058,065

Current portion of long-term debt
$
49,963

$

$

$

$
11,383

Short-term borrowings from non-affiliates
4,999





Long-term debt, net
1,318,516

1,319,260

1,278,702

1,199,025

1,198,200

Common stock equity
1,845,283

1,799,787

1,728,325

1,682,144

1,593,564

Cumulative preferred stock-not
   subject to mandatory redemption
34,293

34,293

34,293

34,293

34,293

Capital structure
$
3,253,054

$
3,153,340

$
3,041,320

$
2,915,462

$
2,837,440

Capital structure ratios (%)
 
 
 
 
 
Debt (short-term borrowings, and long-term debt, net, including current portion)
42.2

41.8

42.1

41.1

42.6

Cumulative preferred stock
1.1

1.1

1.1

1.2

1.2

Common stock equity
56.7

57.1

56.8

57.7

56.2


*
At December 31.
HEI owns all of Hawaiian Electric’s common stock. Therefore, per share data is not meaningful.
2017 results include $20 million ($11 million, net of tax impacts) lower in RAM revenues than prior year due to expiration of 2013 settlement agreement that allowed the accrual of RAM revenues on January 1 (vs. June 1) for years 2014 to 2016 at Hawaiian Electric, and a $9 million adjustment, primarily to reduce deferred tax net asset balances (not accounted for under regulatory ratemaking) to reflect the lower rates enacted by Tax Act (see Note 10 of the Consolidated Financial Statements).
Financial data for periods prior to January 1, 2016 has been updated to reflect the retrospective application of ASU No. 2015-03 (Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs).
See "Cautionary Note Regarding Forward-Looking Statements" above, the “electric utility” sections and all information related to, or including, Hawaiian Electric and its subsidiaries in HEI’s MD&A and “Commitments and contingencies” in Note 3 of the Consolidated Financial Statements for discussions of certain contingencies that could adversely affect future results of operations, financial condition and cash flows.


42



ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HEI and Hawaiian Electric (in the case of Hawaiian Electric, only the information related to Hawaiian Electric and its subsidiaries):
The following discussion should be read in conjunction with the Consolidated Financial Statements. The general discussion of HEI’s consolidated results should be read in conjunction with the electric utility and bank segment discussions that follow.
HEI Consolidated
Executive overview and strategy.  HEI is a holding company primarily overseeing operating subsidiaries in Hawaii’s electric utility and banking sectors. A major focus of HEI’s strategy is to grow core earnings and profitability of its Utilities and Bank in a controlled risk manner and improve operating, capital and tax efficiencies in order to support its dividend and deliver shareholder value while also being a catalyst for improving the economy, environment and community in which the Company serves. In addition, HEI and its subsidiaries from time to time consider various strategies designed to enhance their competitive positions and maximize shareholder value.
HEI, through its electric utility subsidiaries (Hawaiian Electric and its subsidiaries, Hawaii Electric Light and Maui Electric), provides the only electric public utility service to approximately 95% of Hawaii’s population. HEI also provides a wide array of banking and other financial services to consumers and businesses through its bank subsidiary, ASB, one of Hawaii’s largest financial institutions based on total assets. Through its third principal subsidiary, Pacific Current, HEI is focusing on non-regulated investments in renewable energy and infrastructure projects that help to serve Hawaii and help reach the state’s sustainability goals. Together, HEI’s unique combination of power and financial services companies continues to provide the Company with a strong balance sheet and the financial resources to invest in the strategic growth of its subsidiaries while providing an attractive dividend for investors.
In 2017, net income for HEI common stock was $165 million ($1.52 basic earnings per common share), down 33% from $248 million ($2.30 basic earnings per common share) in 2016 primarily due to the merger termination fee paid in 2016 by NEE. Excluding merger and spin-off-related income and expenses ($60 million after-tax), the decrease in net income from 2016 to 2017 was comprised of the Utilities’ $22 million lower net income and the “other” segment’s $10 million higher net loss, partly offset by ASB’s $10 million higher net income. Impacting these results were $14.2 million ($9.2 million at the Utilities; $(1.0) million at ASB; $6.0 million at the "other" segment) of net loss primarily comprised of tax expenses/(benefits) to reduce deferred tax balances to reflect the lower rates enacted by the Tax Act and an ASB special employee bonus awarded after the passing of the Tax Act lowered corporate income taxes in the future.
In 2016, net income for HEI common stock was $248 million, up 55% from $160 million in 2015 primarily due to the 2016 merger- and spin-off-related income and expenses. Basic earnings per share were $2.30 per share in 2016, up 53% from $1.50 per share in 2015. Excluding merger- and spin-off-related income and expenses, net income for HEI common stock would have been $188 million, up 7% from $176 million in 2015 primarily due to the Utilities’ and ASB’s 5% higher net incomes and lower losses at HEI corporate.
The Utilities’ strategic focus has been to meet Hawaii’s energy needs by modernizing and adding needed infrastructure through capital investment, placing emphasis on energy efficiency and conservation, pursuing renewable energy generation and taking the necessary steps to secure regulatory support for their plans. Electric utility net income for common stock in 2017 of $120 million decreased from the prior year by 16% due primarily to the (1) the impact of the federal tax reform recorded in 2017, (2) the expiration of the PUC approved 2013 settlement agreement with the Consumer Advocate that had allowed Hawaiian Electric to record calendar year rate adjustment mechanism revenues from January 1, 2014 to December 31, 2016 (versus when billed from June 1 each year to May 31 of the following year), (3) higher O&M expenses compared to 2016 (which included higher O&M expenses from higher overhaul and maintenance expenses and ERP costs), (4) higher depreciation expense (as a result of increasing investments for the integration of more renewable energy, improved service reliability and greater system efficiency), which were partially offset by the recovery of additional investments for clean energy, reliability and system efficiency investments and Hawaii Electric Light’s 2016 test year interim rate relief effective August 31, 2017, and (5) higher allowance for funds used during construction.
ASB continues to deepen customer relationships and build out new products and services in order to meet the needs of both consumer and commercial customers. Additionally, ASB has made process improvements to deliver a continuously better experience for its customers and be a more efficient bank. ASB’s earnings in 2017 of $67 million increased $10 million compared to prior year net income due primarily to higher net interest income and lower provision for loan losses, partly offset

43



by higher noninterest expenses and lower noninterest income. In 2017, ASB earnings benefited from higher net interest income as interest income from loan and investment growth were funded primarily by low cost deposit liabilities. The lower provision for loan losses reflects ASB’s strategy to improve credit quality in the commercial and national syndicated loan portfolios. The higher noninterest expenses were due primarily to an increase in compensation and employee benefit expenses, including ASB non-executive employee bonuses awarded in 2017 in connection with the passing of the Tax Act. The lower noninterest income was primarily due to a decrease in mortgage banking income. ASB’s future financial results will continue to be impacted by the interest rate environment and the quality of ASB’s loan portfolio.
HEI’s “other” segment had a net loss in 2017 of $22 million, compared to a net income of $49 million in 2016. Excluding merger- and spin-off-related income and expenses, the “other” segment's net loss was $10 million higher ($22 million in 2017 compared to $12 million in 2016), primarily due to $6 million of tax reform-related tax expense in 2017 and other tax benefits recognized in 2016 as a result of moving out of a federal net operating loss position.
Shareholder dividends are declared and paid quarterly by HEI at the discretion of HEI’s Board of Directors. HEI and its predecessor company, Hawaiian Electric, have paid dividends continuously since 1901. The dividend has been stable at $1.24 per share annually since 1998. The indicated dividend yield as of December 31, 2017 was 3.4%. The dividend payout ratios based on net income for common stock for 2017 , 2016 and 2015 were 82% , 54% and 82%, respectively. The HEI Board of Directors considers many factors in determining the dividend quarterly, including but not limited to the Company’s results of operations, the long-term prospects for the Company, and current and expected future economic conditions.
Economic conditions.
Note: The statistical data in this section is from public third-party sources that management believes to be reliable (e.g., Department of Business, Economic Development and Tourism (DBEDT), University of Hawaii Economic Research Organization, U.S. Bureau of Labor Statistics, Department of Labor and Industrial Relations (DLIR), Hawaii Tourism Authority (HTA), Honolulu Board of REALTORS® and national and local newspapers).
Hawaii’s tourism industry, a significant driver of Hawaii’s economy, ended 2017 with annual record totals in both visitor spending and arrivals for the sixth consecutive year. Visitor expenditures increased 6.2% and arrivals increased 5.0% compared to 2016. Looking ahead, the Hawaii Tourism Authority expects scheduled nonstop seats to Hawaii for the first quarter of 2018 to increase by 10.9% over the first quarter of 2017 driven primarily by an increase in seats from West Coast, East Coast and Asia.
Hawaii’s unemployment rate continued to decline to 2.0% in December 2017, which was lower than the 4.1% rate a year ago in December 2016 and lower than the national unemployment rate of 4.1% in December 2017. It was the lowest unemployment rate in the nation.
Hawaii real estate activity, as indicated by the home resale market, experienced growth in median sales prices in 2017. Median sales prices for single family residential homes and condominiums on Oahu through December 2017 were higher by 2.7% and 3.8%, respectively, over the same time period in 2016. The number of closed sales for single family residential homes was up by 6.3% and for condominiums was up 6.9% through December of 2017 compared to same time period of 2016.
Hawaii’s petroleum product prices reflect supply and demand in the Asia-Pacific region and the price of crude oil in international markets. Following price increases throughout 2016 and the first quarter of 2017, the price of crude oil declined over the next two quarters before resuming to increase in the fourth quarter of 2017.
At its November 2017 meeting, the Federal Open Market Committee (FOMC) decided to raise the federal funds rate target range of “1.00% to 1.50%” in view of realized and expected labor market conditions and inflation. The FOMC will continue to assess economic conditions relative to its objectives of maximum employment and 2% inflation in determining the size and timing of future adjustments to the target range.
Overall, Hawaii’s economy is expected to see another year of positive growth in 2018, albeit at a more subdued pace. Tourism continues to fare well however, future gains may be hindered by capacity constraints in visitor accommodations. Unemployment has reached new lows making it difficult for job growth. Although the construction market peaked in 2016 projects such as transit oriented development, several high rises in urban Honolulu and large residential projects in central Oahu will continue to support construction activity over the next several years. Hawaii’s economy is subject to uncertainty of the global economy and its potential impact on the U.S. economy.




44



Results of operations.
(dollars in millions, except per share amounts)
2017

 
% change

 
2016

 
% change

 
2015

Revenues
$
2,556

 
7

 
$
2,381

 
(9
)
 
$
2,603

Operating income
338

 
(3
)
 
348

 
8

 
323

Merger termination fee

 
(100
)
 
90

 
NM

 

Net income for common stock
165

 
(33
)
 
248

 
55

 
160

Net income (loss) by segment:
 
 
 
 
 

 
 

 
 

Electric utility
$
120

 
(16
)
 
$
142

 
5

 
$
136

Bank
67

 
17

 
57

 
5

 
55

Other
(22
)
 
NM

 
49

 
NM

 
(31
)
Net income for common stock
$
165

 
(33
)
 
$
248

 
55

 
$
160

Basic earnings per share
$
1.52

 
(34
)
 
$
2.30

 
53

 
$
1.50

Diluted earnings per share
$
1.52

 
(34
)
 
$
2.29

 
53

 
$
1.50

Dividends per share
$
1.24

 

 
$
1.24

 

 
$
1.24

Weighted-average number of common shares outstanding (millions)
108.7

 
1

 
108.1

 
2

 
106.4

Dividend payout ratio
82
%
 
 

 
54
%
 
 

 
82
%
NM
Not meaningful.
See “Executive overview and strategy” above and the “Other segment,” “Electric utility” and “Bank” sections below for discussions of results of operations.
The Company’s effective tax rate (combined federal and state income tax rates) was higher for 2017 compared to 2016 due primarily to the (1) 2017 adjustment to accumulated deferred income tax balances (ADIT) (exclusive of ADIT related to the regulated rate base of the Utilities) for the new federal corporate tax rate of 21%, (2) 2016 deductibility of previously non-tax-deductible merger costs and (3) higher tax benefits recognized in 2016 for the domestic production activities deduction (DPAD) related to the Utilities’ generation activities. The Company’s effective tax rate was lower for 2016 compared to 2015 due primarily to the 2016 items listed above. The new lower federal tax rate of 21% applicable after 2017 impacts the ADIT on the balance sheet as of December 31, 2017 since the ADIT should reflect the rate applicable when the temporary differences subsequently reverse. 2017 income tax expense is based on the 35% federal tax rate in effect through December 31, 2017 with an adjustment to reduce ADIT for the new lower federal tax rate of 21%.
Other segment . HEI corporate-level operating, general and administrative expenses were $18 million in 2017 compared to $19 million in 2016 and $34 million in 2015. In 2016 and 2015 , HEI had approximately $1 million (expenses, net of reimbursements of expenses from NEE and insurance) and $17 million, respectively, of expenses related to the previously proposed merger with NEE. Hamakua Energy's operating, general and administrative expenses were $0.5 million in 2017.
The “other” segment’s interest expenses were $9 million in 2017, $9 million in 2016 and $11 million in 2015. In each of 2017 , 2016 and 2015 , HEI corporate had lower average borrowings when compared to the prior year. In November 2017, a 2.99% $150 million term loan retired term loans with resetting interest periods based on LIBOR rates. In 2016, a 4.41% senior note was refinanced to a lower rate Eurodollar term loan. In 2015, a $125 million Eurodollar term loan was amended at improved pricing.  In late December 2017, Hamakua Energy closed on $67 million of 4.02% senior secured notes.
The “other” segment’s income (taxes) benefits were $6 million in 2017, $(9 million) in 2016 and $16 million in 2015. In 2017, HEI's other segment included $5.7 million of tax reform-related tax expense, primarily to reduce net deferred tax asset balances to reflect the lower federal tax rate. In 2016, HEI’s other segment included $25 million of tax expense relating to merger- and spin-off (net of taxes), comprised of taxes on merger termination fee and reimbursements of expenses from NEE and insurance ($34 million), partly offset by additional tax benefits on the previously non-tax-deductible merger- and spin-off-related expenses incurred in previous years ($6 million) and tax on 2016 merger-related expenses ($3 million). In 2016, HEI’s results also included other tax benefits recognized as a result of moving out of a federal net operating loss position.
Liquidity and capital resources. The Company believes that its ability to generate cash, both internally from electric utility and banking operations and externally from issuances of equity and debt securities, commercial paper and bank borrowings, is adequate to maintain sufficient liquidity to fund its contractual obligations and commercial commitments, its forecasted capital expenditures and investments, its expected retirement benefit plan contributions and other cash requirements for the foreseeable future.
The consolidated capital structure of HEI (excluding deposit liabilities and other bank borrowings) was as follows:

45



December 31
2017
 
2016
(dollars in millions)
 

 
 

 
 

 
 

Short-term borrowings—other than bank
$
118

 
3
%
 
$

 
%
Long-term debt, net—other than bank
1,684

 
43

 
1,619

 
43

Preferred stock of subsidiaries
34

 
1

 
34

 
1

Common stock equity
2,097

 
53

 
2,067

 
56

 
$
3,933

 
100
%
 
$
3,720

 
100
%
HEI’s commercial paper borrowings and line of credit facility were as follows:
 
Year ended
December 31, 2017
 
 
(in millions)
Average
balance
 
End-of-period
balance
 
December 31,
2016
Commercial paper
$
13

 
$
63

 
$

Line of credit draws

 

 

Undrawn capacity under HEI’s line of credit facility

 
150

 
150

Note: 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 13, 2018, HEI had $20.5 million of outstanding commercial paper and its line of credit facility was undrawn. The maximum amount of HEI’s short-term borrowings in 2017 was $125 million.
HEI utilizes short-term debt, typically commercial paper, to support normal operations, to refinance commercial paper, to retire long-term debt, to pay dividends and for other temporary requirements, including short-term financing needs of its subsidiaries. HEI also periodically makes short-term loans to Hawaiian Electric to meet Hawaiian Electric’s cash requirements, including the funding of loans by Hawaiian Electric to Hawaii Electric Light and Maui Electric, but no such short-term loans to Hawaiian Electric were outstanding as of December 31, 2017 . HEI periodically utilizes long-term debt, historically unsecured indebtedness, to fund investments in and loans to its subsidiaries to support their capital improvement or other requirements, to repay long-term and short-term indebtedness and for other corporate purposes.
In March 2013, HEI entered into equity forward transactions in which a forward counterparty borrowed 7 million shares of HEI’s common stock from third parties and such borrowed shares were sold pursuant to an HEI registered public offering. See Note 7 of the Consolidated Financial Statements. In March 2015, HEI issued the 4.7 million shares remaining under the equity forward transaction for proceeds of $104.5 million.
In October 2017, HEI refinanced a $125 million long-term loan with a 364-day term loan which matures on October 5, 2018.
In November 2017, HEI entered into a five-year, $150 million loan agreement at a fixed interest rate of 2.99%. Proceeds of the loan were used to repay a $75 million term loan ahead of its March, 2018 maturity and to repay $75 million of the $125 million 364-day term loan.
In December 2017, Hamakua Energy issued $67 million of senior secured notes at a fixed interest rate of 4.02% with a maturity date of December 31, 2030.
See Notes 5 and 6 of the Consolidated Financial Statements for a brief description of these loans.
HEI has a $150 million line of credit facility. See Note 5 of the Consolidated Financial Statements.
The rating of HEI’s commercial paper and debt securities could significantly impact the ability of HEI to sell its commercial paper and issue debt securities and/or the cost of such debt. The rating agencies use a combination of qualitative measures (i.e., assessment of business risk that incorporates an analysis of the qualitative factors such as management, competitive positioning, operations, markets and regulation) as well as quantitative measures (e.g., cash flow, debt, interest coverage and liquidity ratios) in determining the ratings of HEI securities.

46



As of February 13, 2018, the Fitch, Moody's and S&P ratings of HEI were as follows:
 
Fitch
Moody’s
S&P
Long-term issuer default and senior unsecured; long term rating*; and corporate credit; respectively
BBB
WR*
BBB-
Commercial paper
F3
P-3
A-3
Outlook
Stable
Stable
Stable
* Moody's long-term debt rating was withdrawn because HEI does not currently have any outstanding, publicly traded debt. Moody's continues to rate Hawaiian Electric's long-term debt. See Utility MD&A.
The above ratings reflect only the view, at the time the ratings are issued or affirmed, of the applicable rating agency, from whom an explanation of the significance of such ratings may be obtained. Such ratings are not recommendations to buy, sell or hold any securities; such ratings may be subject to revision or withdrawal at any time by the rating agencies; and each rating should be evaluated independently of any other rating.
Management believes that, if HEI’s commercial paper ratings were to be downgraded, or if credit markets for commercial paper with HEI’s ratings or in general were to tighten, it could be more difficult and/or expensive for HEI to sell commercial paper or HEI might not be able to sell commercial paper in the future. Such limitations could cause HEI to draw on its syndicated credit facility instead, and the costs of such borrowings could increase under the terms of the credit agreement as a result of any such ratings downgrades. Similarly, if HEI’s long-term debt ratings were to be downgraded, it could be more difficult and/or expensive for HEI to issue long-term debt. Such limitations and/or increased costs could materially adversely affect the results of operations, financial condition and liquidity of HEI and its subsidiaries.
Issuances of common stock through the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan (DRIP), Hawaiian Electric Industries Retirement Savings Plan (HEIRSP) and the ASB 401(k) Plan provided new capital of $30 million (approximately 1 million shares) in 2016. From March 6, 2014 through January 5, 2016, and from December 7, 2016 to date, HEI satisfied the share purchase requirements of the DRIP, HEIRSP and ASB 401(k) Plan through open market purchases of its common stock rather than new issuances. Also, from June 2, 2016 through August 9, 2016, HEI satisfied the share purchase requirements of the HEIRSP and ASB 401(k) Plan through open market purchases of its common stock.
Operating activities provided net cash of $420 million in 2017, $496 million in 2016 and $357 million in 2015. Investing activities used net cash of $815 million in 2017, $736 million in 2016 and $706 million in 2015. In 2017, net cash used in investing activities was primarily due to a Hawaiian Electric’s consolidated capital expenditures (net of contributions in aid of construction), Hamakua Energy’s acquisition of a power plant and ASB's purchases of investment securities, partly offset by the repayments of investment securities, proceeds from sale of commercial loans and a net decrease in loans held for investment.
Financing activities provided net cash of $378 million in 2017, $219 million in 2016 and $474 million  in 2015. In 2017, net cash provided by financing activities included net increases in deposits and long-term debt and net increases in short-term borrowings and ASB’s retail repurchase agreements, partly offset by a net decrease in ASB’s other borrowings and payment of common and preferred stock dividends.
Other than capital contributions from their parent company, intercompany services (and related intercompany payables and receivables), Hawaiian Electric’s periodic short-term borrowings from HEI (and related interest) and the payment of dividends to HEI, the electric utility and bank segments are largely autonomous in their operating, investing and financing activities. (See the electric utility and bank segments’ discussions of their cash flows in their respective “Financial condition-Liquidity and capital resources” sections below.) During 2017, Hawaiian Electric and ASB (through ASB Hawaii) paid cash dividends to HEI of $88 million and $38 million, respectively.
A portion of the net assets of Hawaiian Electric and ASB is not available for transfer to HEI in the form of dividends, loans or advances without regulatory approval. One of the conditions to the PUC’s approval of the corporate restructuring of Hawaiian Electric and HEI requires that Hawaiian Electric maintain a consolidated common equity to total capitalization ratio of not less than 35% (actual ratio of 57% at December 31, 2017 ) and restricts Hawaiian Electric from making distributions to HEI to the extent it would result in that ratio being less than 35%. In the absence of an unexpected material adverse change in the financial condition of the electric utilities or ASB, such restrictions are not expected to significantly affect the operations of HEI, its ability to pay dividends on its common stock or its ability to meet its debt or other cash obligations. See Item I—Business—Restrictions on dividends and other distributions" Note 12 of the Consolidated Financial Statements.
Forecasted HEI consolidated “net cash used in investing activities” (excluding “investing” cash flows from ASB) for 2018 through 2020 consists primarily of the net capital expenditures of the Utilities. In addition to the funds required for the Utilities’ construction programs (see “Electric utility–Liquidity and capital resources”), approximately $50 million will be required

47



during 2018 through 2020 to repay HEI’s remaining $50 million balance on its 364-day term loan maturing in October 2018, which is expected to be repaid with the proceeds from the issuance of commercial paper, bank borrowings, other medium- or long-term debt, common stock and/or dividends from subsidiaries. Additional debt and/or equity financing may be utilized to invest in the Utilities and bank; to pay down commercial paper or other short-term borrowings; or to fund unanticipated expenditures not included in the 2018 through 2020 forecast, such as increases in the costs of or an acceleration of the construction of capital projects of the Utilities, unanticipated utility capital expenditures that may be required by new environmental laws and regulations, unbudgeted acquisitions or investments in new businesses, significant increases in retirement benefit funding requirements and higher tax payments that would result if certain tax positions taken by the Company do not prevail or if taxes are increased by federal or state legislation. In addition, existing debt may be refinanced prior to maturity with additional debt or equity financing (or both).
Selected contractual obligations and commitments Information about payments under the specified contractual obligations and commercial commitments of HEI and its subsidiaries was as follows:
December 31, 2017
 
(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
$
12

 
$
3

 
$

 
$
1

 
$
16

Time certificates
402

 
238

 
124

 
3

 
767

Other bank borrowings
191

 

 

 

 
191

Short-term borrowings
118

 

 

 

 
118

Long-term debt
54

 
103

 
260

 
1,277

 
1,694

Interest on certificates of deposit, other bank borrowings, short-term loan and long-term debt
85

 
155

 
140

 
790

 
1,170

Operating leases, service bureau contract, maintenance and ASB construction-related agreements
99

 
42

 
30

 
44

 
215

Hawaiian Electric open purchase order obligations 1
114

 
12

 
9

 

 
135

Hawaiian Electric fuel oil purchase obligations (estimate based on December 31, 2017 fuel oil prices)
130

 
130

 

 

 
260

Hawaiian Electric power purchase obligations–minimum fixed capacity charges
118

 
235

 
212

 
854

 
1,419

Liabilities for uncertain tax positions

 
3

 
1

 

 
4

Total (estimated)
$
1,323

 
$
921

 
$
776

 
$
2,969

 
$
5,989

1
Includes contractual obligations and commitments for capital expenditures and expense amounts.
The tables above do not include other categories of obligations and commitments, such as deferred taxes, trade payables, amounts that will become payable in future periods under collective bargaining and other employment agreements and employee benefit plans, obligations that may arise under indemnities provided to purchasers of discontinued operations, and potential refunds of amounts collected from ratepayers (e.g., under the earnings sharing mechanism). As of December 31, 2017 , the fair value of the assets held in trusts to satisfy the obligations of the Company’s retirement benefit plans did not exceed the retirement benefit plans’ benefit obligation. Minimum funding requirements for retirement benefit plans have not been included in the tables above; however, see Note 8 to the Consolidated Financial Statements for estimated contributions for 2018 .
See Note 3 of the Consolidated Financial Statements for a discussion of fuel and power purchase commitments. See Note 4 of the Consolidated Financial Statements for a further discussion of ASB's commitments.
Off-balance sheet arrangements.   Although the Company and the Utilities have off-balance sheet arrangements, management has determined that it has no off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future effect on the Company’s and the Utilities' financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, including the following types of off-balance sheet arrangements:
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

48



4.
obligations under a material variable interest held by the Company or the Utilities in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company or the Utilities, or engages in leasing, hedging or research and development services with the Company or the Utilities.
Certain factors that may affect future results and financial condition.   The Company’s results of operations and financial condition can be affected by numerous factors, many of which are beyond its control and could cause future results of operations to differ materially from historical results. The following is a discussion of certain of these factors. Also see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” above and “Certain factors that may affect future results and financial condition” in each of the electric utility and bank segment discussions below.
Economic conditions, U.S. capital markets and credit and interest rate environment .   Because the core businesses of HEI’s subsidiaries are providing local electric public utility services and banking services in Hawaii, the Company’s operating results are significantly influenced by Hawaii’s economy, which in turn is influenced by economic conditions in the mainland U.S. (particularly California) and Asia (particularly Japan) as a result of the impact of those conditions on tourism, by the impact of interest rates, particularly on the construction and real estate industries and by the impact of world conditions on federal government spending in Hawaii. The two largest components of Hawaii’s economy are tourism and the federal government (including the military).
If Fitch, Moody's or S&P were to downgrade HEI’s or Hawaiian Electric’s debt ratings or if future events were to adversely affect the availability of capital to the Company, HEI’s and Hawaiian Electric’s ability to borrow and raise capital could be constrained, and their future borrowing costs would likely increase.
Changes in the U.S. capital markets can also have significant effects on the Company. For example, pension funding requirements are affected by the market performance of the assets in the master pension trust and by the discount rate used to estimate the service and interest cost components of net periodic pension cost and value obligations. The Utilities’ pension tracking mechanisms help moderate pension expense; however, a decline in the value of the Company’s defined benefit pension plan assets or the interest rate used to value the obligation may increase the unfunded status of the Company’s pension plans and result in increases in future funding requirements.
Because the earnings of ASB depend primarily on net interest income, interest rate risk is a significant risk of ASB’s operations. Changes in interest rates and credit spreads also affect the fair value of ASB’s investment securities. HEI and its electric utility subsidiaries are also exposed to interest rate risk primarily due to their periodic borrowing requirements, the discount rate used to determine pension funding requirements and the possible effect of interest rates on the electric utilities’ rates of return and overall economic activity. Interest rates are sensitive to many factors, including general economic conditions and the policies of government and regulatory authorities. HEI cannot predict future changes in interest rates, nor be certain that interest rate risk management strategies it or its subsidiaries have implemented will be successful in managing interest rate risk.
Limited insurance In the ordinary course of business, the Company purchases insurance coverages (e.g., property and liability coverages) to protect itself against loss of or damage to its properties and against claims made by third-parties and employees for property damage or personal injuries. However, the protection provided by such insurance is limited in significant respects and, in some instances, the Company has no coverage. The Utilities’ transmission and distribution systems (excluding substation buildings and contents) have a replacement value roughly estimated at $7 billion and are largely uninsured. Similarly, the Utilities have no business interruption insurance. If a hurricane or other uninsured catastrophic natural disaster were to occur, and if the PUC were not to allow the Utilities to recover from ratepayers restoration costs and revenues lost from business interruption, their results of operations, financial condition and liquidity could be materially adversely impacted. Certain of the Company’s insurance has substantial “deductibles” or has limits on the maximum amounts that may be recovered. Insurers also have exclusions or limitations of coverage for claims related to certain perils. If a series of losses occurred, such as from a series of lawsuits in the ordinary course of business each of which were subject to an insurance deductible amount, or if the maximum limit of the available insurance were substantially exceeded, the Company could incur uninsured losses in amounts that would have a material adverse effect on the Company’s results of operations, financial condition and liquidity.
Environmental matters .  HEI and its subsidiaries are subject to environmental laws and regulations that regulate the operation of existing facilities, the construction and operation of new facilities and the proper cleanup and disposal of hazardous waste and toxic substances. These laws and regulations, among other things, may require that certain environmental permits be obtained and maintained as a condition to constructing or operating certain facilities. Obtaining such permits can entail significant expense and cause substantial construction delays. Also, these laws and regulations may be amended from time to time, including amendments that increase the burden and expense of compliance.

49



Material estimates and critical accounting policies.   In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change include the amounts reported for pension and other postretirement benefit obligations; contingencies and litigation; income taxes; property, plant and equipment; regulatory assets and liabilities; electric utility revenues; allowance for loan losses; nonperforming loans; troubled debt restructurings; and fair value. Management considers an accounting estimate to be material if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the assumptions selected could have a material impact on the estimate and on the Company’s results of operations or financial condition.
In accordance with SEC Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” management has identified the accounting policies it believes to be the most critical to the Company’s financial statements--that is, management believes that the policies discussed below are both the most important to the portrayal of the Company’s results of operations and financial condition, and currently require management’s most difficult, subjective or complex judgments. The policies affecting both of the Company’s two principal segments are discussed below and the policies affecting just one segment are discussed in the respective segment’s section of “Material estimates and critical accounting policies.” Management has reviewed the material estimates and critical accounting policies with the HEI Audit Committee and, as applicable, the Hawaiian Electric Audit Committee.
For additional discussion of the Company’s accounting policies, see Note 1 of the Consolidated Financial Statements and for additional discussion of material estimates and critical accounting policies, see the electric utility and bank segment discussions below under the same heading.
Pension and other postretirement benefits obligations . The Company’s reported costs of providing retirement benefits are dependent upon numerous factors resulting from actual plan experience and assumptions about future experience. For example, retirement benefits costs are impacted by actual employee demographics (including age and compensation levels), the level of contributions to the plans, plus earnings and realized and unrealized gains and losses on plan assets, and changes made to the provisions of the plans. Costs may also be significantly affected by changes in key actuarial assumptions, including the expected return on plan assets, the discount rate and mortality. The Company’s accounting for retirement benefits under the plans in which the employees of the Utilities participate is also adjusted to account for the impact of decisions by the Public Utilities Commission of the State of Hawaii (PUC). Changes in obligations associated with the factors noted above may not be immediately recognized as costs on the income statement, but generally are recognized in future years over the remaining average service period of plan participants.
Based on various assumptions in Note 8 of the Consolidated Financial Statements, sensitivities of the projected benefit obligation (PBO) and accumulated postretirement benefit obligation (APBO) as of December 31, 2017 , associated with a change in certain actuarial assumptions, were as follows and constitute “forward-looking statements”:
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
(161)/181
 
(150)/170
Other benefits
 
 
 
 
Discount rate
' +/- 50
(14)/15
 
(13)/15
Health care cost trend rate
' +/- 100
3/(3)
 
3/(3)
Also, see Notes 1 and 8 of the Consolidated Financial Statements.
Contingencies and litigation .  The Company is subject to proceedings (including PUC proceedings), lawsuits and other claims. Management assesses the likelihood of any adverse judgments in or outcomes of these matters as well as potential ranges of probable losses, including costs of investigation. A determination of the amount of reserves required, if any, for these contingencies is based on an analysis of each individual case or proceeding often with the assistance of outside counsel. The required reserves may change in the future due to new developments in each matter or changes in approach in dealing with these matters, such as a change in settlement strategy.
In general, environmental contamination treatment costs are charged to expense, unless it is probable that the PUC would allow such costs to be recovered through future rates, in which case such costs would be capitalized as regulatory assets. Also,

50



environmental costs are capitalized if the costs extend the life, increase the capacity, or improve the safety or efficiency of property; the costs mitigate or prevent future environmental contamination; or the costs are incurred in preparing the property for sale.
See Notes 3 and 4 of the Consolidated Financial Statements.
Income taxes .  Deferred income tax assets and liabilities are established for the temporary differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities using tax rates expected to be in effect when such deferred tax assets or liabilities are realized or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management evaluates its potential exposures from tax positions taken that have or could be challenged by taxing authorities. These potential exposures result because taxing authorities may take positions that differ from those taken by management in the interpretation and application of statutes, regulations and rules. Management considers the possibility of alternative outcomes based upon past experience, previous actions by taxing authorities (e.g., actions taken in other jurisdictions) and advice from its tax advisors. Management believes that the Company’s provision for tax contingencies is reasonable. However, the ultimate resolution of tax treatments disputed by governmental authorities may adversely affect the Company’s current and deferred income tax amounts.
See Note 10 of the Consolidated Financial Statements.
Following are discussions of the electric utility and bank segments. Additional segment information is shown in Note  2 of the Consolidated Financial Statements. The discussion concerning Hawaiian Electric should be read in conjunction with its consolidated financial statements and accompanying notes.

51



Electric utility
Executive overview and strategy.  The Utilities provide electricity on all the principal islands in the state other than Kauai and operate five separate grids. The Utilities’ mission is to provide innovative energy leadership for Hawaii, to meet the needs and expectations of customers and communities, and to empower them with affordable, reliable and clean energy. The goal is to create a modern, flexible, and dynamic electric grid that enables an optimal mix of distributed energy resources (such as private rooftop solar), demand response, and grid-scale resources to achieve the statutory goal of 100% renewable energy by 2045.
Transition to renewable energy. The Utilities are committed to assisting the State of Hawaii in achieving its Renewable Portfolio Standard goal of 100% renewable energy by 2045. Hawaii’s RPS law was revised in the 2015 Legislature and requires electric utilities to meet an RPS of 15%, 30%, 40%, 70% and 100% by December 31, 2015, 2020, 2030, 2040 and 2045, respectively. The Utilities have been successful in adding significant amounts of renewable energy resources to their electric systems and exceeded the 2015 RPS goal. The Utilities' RPS for 2017 was about 27% and on its way to achieving the 2020 RPS goal of 30%. (See "Developments in renewable energy efforts” below).
In April 2014, the PUC issued orders that collectively address certain key policy, resource planning and operational issues for the Utilities. The April 2014 regulatory orders were to address: (1) Integrated Resource Planning and Power Supply Improvement Plans (PSIPs), (2) Reliability Standards Working Group, and (3) Policy Statement and Order Regarding Demand Response Programs, which are described below. The PUC also provided its inclinations on the future of Hawaii’s electric utilities in one of the orders. The PUC provided its perspectives on the vision, business strategies and regulatory policy changes required to align the Utilities' business model with customers’ interests and the state’s public policy goals.
Integrated Resource Planning and Power Supply Improvement Plans . The PUC did not accept the Utilities’ Integrated Resource Plan and Action Plans submission, and, in lieu of an approved plan, commenced other initiatives to enable resource planning. As required by the PUC orders, the Utilities filed proposed PSIPs with the PUC in August 2014. Updated PSIPs were filed in April 2016 and December 2016 in response to PUC orders. The PSIPs provided plans to achieve 100% renewable energy using a diverse mix of energy resources by 2045. Under these plans, the Utilities support sustainable growth of private rooftop solar, expand use of energy storage systems, empower customers by developing smart grids and offer new products and services to customers (e.g., community solar, microgrids and voluntary “demand response” programs).
In the December 2016 PSIP Update Report, the updated plans describe greater and faster expansion of the Utilities’ renewable energy portfolio than in the plans filed in April 2016. The plans include the continued growth of private rooftop solar and describe the grid and generation modernization work needed to reliably integrate an estimated total of 165,000 private systems by 2030, and additional grid-scale renewable energy resources. The Utilities already have the highest percentage of customers using private rooftop solar of any utility in the U.S., and customer-sited resources are seen as a key contributor to the growth of the renewable portfolio on every island. In addition, the plans forecast the addition of 360 MW of grid-scale solar and 157 MW of grid-scale wind, with 8 MW derived from the first phase of the community-based renewable energy (CBRE) program. The plans also include 115 MW from Demand Response (DR) programs, which can shift customer use of electricity to times when more renewable energy is available, potentially making room to add even more renewable resources. Unlike the April 2016 updated PSIPs, the December 2016 update does not include the use of LNG to generate power in the near-term or the Kahe 3x1 Combined Cycle Plant. While LNG remains a potential lower-cost bridge fuel to be evaluated, the Utilities’ priority is to continue replacing fossil fuel generation with renewables over the next five years as federal tax incentives for renewables begin to phase out. An interisland cable is not in the near-term plan, which states that its costs and benefits should continue to be evaluated. The December 2016 Update Report emphasizes work that is in progress or planned over the next five years on each of the five islands the Utilities serve.
On July 14, 2017, the PUC accepted the Utilities’ PSIP December 2016 Update Report and closed the proceeding. In its order, the PUC provided guidance regarding the implementation of the Utilities’ near-term action plan and future planning activities, requiring the Utilities to file a report that details an updated resource planning approach and schedule by March 1, 2018. The PUC order stated that it intends to use the PSIPs in conjunction with its evaluation of specific filings for approval of capital and other projects.
Reliability standards working group . In April 2014, the PUC ordered the Utilities to take timely actions intended to lower energy costs, improve system reliability and address emerging challenges to integrate additional renewable energy. In addition to the PSIPs mentioned above, the PUC ordered certain filing requirements, including a Distributed Generation Interconnection Plan, which the Utilities filed in August 2014.
The PUC also stated it would be opening new dockets to address (1) reliability standards, (2) the technical, economic and policy issues associated with distributed energy resources (DER) and (3) the Hawaii electricity reliability administrator, which is a third-party position that the legislature has authorized the PUC to create by contract to provide support for the PUC in developing and periodically updating local grid reliability standards and procedures and interconnection requirements and

52



overseeing grid access and operation. The PUC has not yet opened new dockets to address the first and third topics above. To address DER, the second topic, the PUC opened an investigative proceeding on August 21, 2014 (see “DER investigative proceeding” below).
Policy statement and order regarding demand response programs . The PUC provided guidance concerning the objectives and goals for DR programs, and ordered the Utilities to develop an integrated DR Portfolio Plan that will enhance system operations and reduce costs to customers. The Utilities’ DR Portfolio will create the economic and technical means by which customers can use their own equipment and behavior to have a role in the management of the electricity grid. Participating customers will be empowered with increasing opportunities to simultaneously install DER enabling active participation in the grid and its associated economics. These opportunities will take the form of either rates and incentive-based programs that will compensate customers for their participation, or by way of engagements with turnkey service providers that contract with the Utilities to aggregate and deliver various grid services on behalf of participating customers and their distributed assets.
The Utilities filed their DR Portfolio Plan in July 2014 and an updated Plan in February 2017. In July 2015, the PUC issued an order appointing a special adviser to guide, monitor and review the Utilities’ Plan design and implementation. In December 2015, the Utilities filed an application with the PUC for approval of their proposed DR Portfolio Tariff Structure, Reporting Schedule and Cost Recovery of Program Costs. On January 25, 2018, the PUC approved the Utilities’ revised DR Portfolio tariff structure. The PUC supported the approach of working with aggregators to implement the DR portfolio, and ordered the Utilities to complete contracting by June 2018 and initiate first implementation by the third quarter of 2018. 
In October 2017, the PUC approved the Utilities request made in December 2015 to defer and recover certain computer software and software development costs for a DR Management System in an amount not to exceed $3.9 million, exclusive of AFUDC, through the Renewable Energy Infrastructure Program (REIP) Surcharge. The Utilities expect the DR Management System to be in service by the end of 2018.
DER investigative proceedin g . In March 2015, the PUC issued an order to address DER issues.
In June 2015, the Utilities submitted their final Statement of Position in the DER proceeding, which included new pricing provisions for future private rooftop photovoltaic (PV) systems, technical standards for advanced inverters, new options for customers including battery-equipped private rooftop PV systems, a pilot time-of-use rate, an improved method of calculating the amount of private rooftop PV that can be safely installed, and a streamlined and standardized PV application process.
In October 2015, the PUC issued a D&O establishing DER reforms that: (1) promote rapid adoption of the next generation of solar PV and other distributed energy technologies; (2) encourage more competitive pricing of distributed energy resource systems; (3) lower overall energy supply costs for all customers; and (4) help to manage DER in terms of each island’s limited grid capacity. The D&O capped the Utilities' Net Energy Metering (NEM) programs at “existing” levels (i.e., for existing NEM customers and customers who already applied and were waiting for approval), closed the NEM programs to new participants, and approved new interim options for customers to interconnect DER to the utility electric grids, including Self Supply and Grid Supply tariff options and modified interconnection standards. The PUC placed caps on the availability of the Grid Supply program. The Self Supply Program is designed for customers who do not export to the grid.
On October 20, 2017, the PUC issued a D&O which further revises interconnection requirements, creates a Smart Export program, modifies the customer-grid supply program (Controllable Customer Grid Supply), clarifies that non-export customer systems can be added to the existing NEM program, and provides guidance and reporting requirements regarding hosting capacity analyses. The Smart Export program is designed for PV systems with battery storage and features zero compensation during mid-day, but enhanced compensation at other times of the day to reflect the value of the energy to the grid at different times of the day. The Controllable Customer Grid Supply program allows PV systems without battery storage to deliver energy to the grid on an as-available basis except when system-wide technical conditions require reduction of output. The D&O specified island-specific pricing and program caps for the Smart Export and Controllable Customer Grid Supply programs. Customers currently under the customer-grid supply program are grandfathered under existing rates for the next five years. The D&O also authorizes activation of new advanced inverter functions in PV and storage systems, which will provide support to the electric grid during different types of grid disturbances.
On February 5, 2018, the PUC issued an order which approved, with certain modifications, new tariffs proposed by the Utilities, which will implement the Smart Export and Controllable Customer Grid Supply programs in manners consistent with the PUC’s October 2017 D&O, and approved, with certain modifications, revisions to existing tariffs also proposed by the Utilities. The February 2018 order denied the Utilities’ proposal to allow NEM customers to add non-export energy storage systems; the Utilities must resubmit their proposal consistent with guidance in the order.
Grid modernization . After launching a smart grid customer engagement plan during the second quarter of 2014, Hawaiian Electric replaced approximately 5,200 residential and commercial meters with smart meters, 160 direct load control switches, fault circuit indicators and remote controlled switches in selected areas across Oahu as part of the Smart Grid Initial Phase

53



implementation. Also under the Initial Phase a grid efficiency measure called Volt/Var Optimization (or Conservation Voltage Reduction) was enabled, customer energy portals were launched and are available for customer use and a PrePay Application was launched. The Initial Phase implementation was completed in 2015. The smart grid provides benefits such as customer tools to manage their electric bills, potentially shortening outages and enabling the Utilities to integrate more low-cost renewable energy, like wind and solar, which will reduce Hawaii’s dependence on imported oil.
In March 2016, the Utilities sought PUC approval to commit funds for an expansion of the smart grid project. The proposed smart grid project was estimated to cost $340 million and to be implemented over 5 years. On January 4, 2017, the PUC issued an order dismissing the application without prejudice and directing the Utilities to submit a Grid Modernization Strategy.
The PUC indicated that the overall goal of the Grid Modernization Strategy is to deploy modern grid investments at an appropriate priority, sequence and pace to cost-effectively maximize flexibility, minimize the risk of redundancy and obsolescence, deliver customer benefits and enable greater DER and renewable energy integration. On June 30, 2017, the Utilities filed an initial draft of the Grid Modernization Strategy describing how new technology will help triple private rooftop solar and make use of rapidly evolving products including storage and advanced inverters. The cost of the first segment of the modernization is estimated at about $205 million over six years. The Utilities filed their final Grid Modernization Strategy on August 29, 2017. On February 8, 2018, the PUC issued an order setting forth next steps and directives for the Utilities to implement the Grid Modernization Strategy. The Utilities have begun work to implement the Grid Modernization Strategy by issuing solicitations for advanced meters, a meter data management system, and a communications network; the Utilities are working towards filing its first application with the PUC for the first implementation phase in March 2018. Additional applications will be filed later to implement subsequent phases of the strategy.
Community-Based Renewable Energy . On October 1, 2015, the Utilities filed a proposed CBRE program and tariff with the PUC that would allow customers who cannot, or chose not to, take advantage of private 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 tariff submittal and opened an investigatory docket.
On December 22, 2017, the PUC issued an order, which adopts a CBRE program framework. The Utilities submitted tariffs and related programmatic filings for PUC review pursuant to the order on February 20, 2018. The first phase of the program will commence upon approval of the tariffs and run for one year. The first phase will total 8 MW of solar PV only with one credit rate for each island. The Utilities' role will be limited to administrative only during the first phase.
The second phase will commence after review of the first full year of the first phase. The second phase is contemplated to be a larger capacity and include multiple credit rates (e.g., time of day) and various technologies. The Utilities will have the opportunity to develop self-build projects, however 50% of utility capacity will be reserved for low to moderate income customers.
Decoupling. See "Decoupling" in Note  3 of the Consolidated Financial Statements for a discussion of decoupling.
As part of decoupling, the Utilities also track their rate-making ROACEs as calculated under the earnings sharing mechanism, which includes only items considered in establishing rates. At year-end, each utility's rate-making ROACE is compared against its ROACE allowed by the PUC to determine whether earnings sharing has been triggered. Annual earnings of a utility over and above the ROACE allowed by the PUC are shared between the utility and its ratepayers on a tiered basis. Results for 2017, 2016 and 2015 did not trigger the earnings sharing mechanism for the Utilities. For 2014, the earnings sharing mechanism was triggered for Maui Electric, and Maui Electric credited $0.5 million to its customers for their portion of the earnings sharing during the period between June 2015 to May 2016. Earnings sharing credits are included in the annual decoupling filing for the following year.
Regulated returns . Actual and PUC-allowed (as of December 31, 2017) returns were as follows:
%
 
Rate-making Return on rate base (RORB)*
 
ROACE**
 
Rate-making ROACE***
Year ended December 31, 2017
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
Utility returns
 
6.08

 
6.54

 
6.10

 
6.46

 
6.97

 
6.76

 
6.83

 
7.30

 
6.84

PUC-allowed returns
 
7.57

 
7.80

 
7.34

 
9.50

 
9.50

 
9.00

 
9.50

 
9.50

 
9.00

Difference
 
(1.49
)
 
(1.26
)
 
(1.24
)
 
(3.04
)
 
(2.53
)
 
(2.24
)
 
(2.67
)
 
(2.20
)
 
(2.16
)
 
*       Based on recorded operating income and average rate base, both adjusted for items not included in determining electric rates.
**     Recorded net income divided by average common equity.
***   ROACE adjusted to remove items not included by the PUC in establishing rates, such as incentive compensation.

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The gap between PUC-allowed ROACEs and the ROACEs actually achieved is primarily due to: the consistent exclusion of certain expenses from rates (for example, incentive compensation and charitable contributions), the recognition of annual RAM revenues on June 1 annually rather than on January 1, the low RBA interest rate (currently a short-term debt rate rather than the actual cost of capital), O&M increases and return on capital additions since the last rate case in excess of indexed escalations, and the portion of the pension regulatory asset not earning a return due to pension contributions and pension costs in excess of the pension amount in rates. In 2017, the utility ROACEs actually achieved, reflect negative impacts of the Tax Act on deferred tax assets.
Results of operations.
2017 vs. 2016
2017
 
2016
 
Increase (decrease)
 
(dollars in millions, except per barrel amounts)
$
2,258

 
$
2,094

 
$
164

 
 

 
Revenues.  Net increase largely due to:
 
 
 
 
 

 
$
150

 
higher fuel prices 1
 
 
 
 
 
 
40

 
higher purchased power energy costs 2
 
 
 
 
 

 
15

 
higher RAM revenue and interim rate increase at Hawaii Electric Light
 
 
 
 
 
 
(2
)
 
lower purchased power non-energy costs 2
 
 
 
 
 

 
(5
)
 
lower KWH generated
 
 
 
 
 
 
(12
)
 
lower KWH purchased
 
 
 
 
 
 
(20
)
 
lower RAM revenues due to expiration of 2013 settlement agreement that allowed the accrual of RAM revenues on January 1 (vs. June 1) for years 2014 to 2016 at Hawaiian Electric
588

 
455

 
133

 
 
 
Fuel oil expense.   Increase due to higher fuel oil prices, partially offset by lower KWH generated
587

 
563

 
24

 
 

 
Purchased power expense.  Increase due to higher purchased power energy prices largely due to higher fuel prices, partly offset by lower KWH purchased 2
418

 
406

 
12

 
 

 
Operation and maintenance expense . Net increase due to:
 
 
 
 
 

 
9

 
higher overhaul costs due to more overhauls being performed in 2017
 
 
 
 
 
 
5

 
higher ERP project costs (project commenced in 2017)
 
 
 
 
 
 
3

 
higher transmission and distribution operation and maintenance costs
 
 
 
 
 
 
1

 
higher Grid modernization consultant cost (none in 2016)
 
 
 
 
 
 
1

 
write off of portion of deferred Geothermal RFP costs
 
 
 
 
 
 
(3
)
 
higher LNG consulting costs to negotiate LNG contract in 2016, which was subsequently terminated following HEI/Nextera merger termination
 
 
 
 
 
 
(4
)
 
higher PSIP consulting costs incurred in 2016, in order to complete the PSIP update in April 2016 and December 2016
408

 
387

 
21

 
 

 
Other expenses . Increase due to higher revenue taxes from higher revenue, coupled with higher depreciation expense for plant investments in 2016
258

 
284

 
(26
)
 
 

 
Operating income.  Decrease due to lower RAM revenues and higher operation and maintenance and other expenses
120

 
142

 
(22
)
 
 

 
Net income for common stock.  Decrease due to lower operating income and higher income taxes due to to write-down of deferred tax assets to reflect the lower tax rates enacted by the Tax Act
6.6
%
 
8.1
%
 
(1.5
)%
 
 
 
Return on average common equity
68.78

 
53.49

 
15.29

 
 
 
Average fuel oil cost per barrel 1
8,690

 
8,845

 
(155
)
 
 
 
Kilowatthour sales (millions) 3
2,724

 
2,662

 
62

 
 
 
Number of employees (at December 31)
1  
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.
2  
The rate schedule of the electric utilities currently contain purchase power adjustment clauses (PPACs) through which changes in purchase power expenses (except purchased energy costs) are passed on to customers.
3  
KWH sales were lower in 2017 when compared to the prior year due largely to continued energy efficiency and conservation efforts by customers and increasing levels of private customer-sited renewable generation.


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2016 vs. 2015
2016
 
2015
 
Increase (decrease)
 
(dollars in millions, except per barrel amounts)
$
2,094

 
$
2,335

 
$
(241
)
 
 

 
Revenues.  Net decrease largely due to:
 
 
 
 
 

 
$
(198
)
 
lower fuel prices 1
 
 
 
 
 

 
(33
)
 
lower purchased power expense 2
 
 
 
 
 

 
(25
)
 
lower KWH generated
 
 
 
 
 
 
15

 
higher RAM revenues
455

 
655

 
(200
)
 
 
 
Fuel oil expense. Decrease due to lower fuel cost and lower KWH generated
563

 
594

 
(31
)
 
 

 
Purchased power expense. Decrease due to lower purchased power energy prices, largely due to lower fuel prices 2
406

 
413

 
(7
)
 
 

 
Operation and maintenance expense . Net decrease due to:
 
 
 
 
 

 
(5
)
 
write off of ERP software costs in 2015, as a result of a PUC ERP/EAM decision
 
 
 
 
 

 
(4
)
 
additional reserve for environmental costs in 2015 3
 
 
 
 
 
 
(1
)
 
lower storm weather repairs
 
 
 
 
 
 
3

 
higher PSIP consulting costs incurred in 2016, in order to complete the PSIP update in April 2016 and December 2016
 
 
 
 
 
 
1

 
higher LNG consulting costs to negotiate LNG contract in 2016, which was subsequently terminated following HEI/Nextera merger termination
387

 
399

 
(12
)
 
 

 
Other expenses . Decrease in revenue taxes due to lower revenue, partly offset by higher depreciation expense for plant investments
284

 
274

 
10

 
 

 
Operating income.  Increase due to an overall decrease in expenses
142

 
136

 
6

 
 

 
Net income for common stock.  Increase due to higher operating income
8.1
%
 
8.0
%
 
0.1
%
 
 
 
Return on average common equity
53.49

 
74.71

 
(21.22
)
 
 
 
Average fuel oil cost per barrel 1
8,845

 
8,957

 
(112
)
 
 
 
Kilowatthour sales (millions) 4
4,788

 
5,082

 
(294
)
 
 
 
Cooling degree days (Oahu)
2,662

 
2,727

 
(65
)
 
 
 
Number of employees (at December 31)
1  
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.
2  
The rate schedule of the electric utilities currently contain purchase power adjustment clauses (PPACs) through which changes in purchase power expenses (except purchased energy costs) are passed on to customers.
3  
Costs to complete Waiau Power Plant's onshore and offshore investigations and the remediation of PCB contamination in the offshore sediment in 2015.
4  
KWH sales were lower in 2016 when compared to the prior year due largely to continued energy efficiency and conservation efforts by customers and increasing levels of private customer-sited renewable generation.
Hawaiian Electric’s effective tax rate (combined federal and state income tax rates) was higher for 2017 compared to 2016 and 2015, primarily due to the impact of the 2017 adjustment to accumulated deferred income tax balances (exclusive of accumulated deferred income tax balances related to the regulated rate base of the Utilities) for the new federal corporate tax rate of 21%.
Most recent rate proceedings .  Unless otherwise agreed or ordered, each electric utility is currently required by PUC order to initiate a rate proceeding every third year (on a staggered basis) to allow the PUC and the Consumer Advocate to regularly evaluate decoupling and to allow the utility to request electric rate increases to cover rising operating costs and the cost of plant and equipment, including the cost of new capital projects to maintain and improve service reliability and integrate more renewable energy. The PUC may grant an interim increase within 10 to 11 months following the filing of an application, but there is no guarantee of such an interim increase and interim amounts collected are refundable, with interest, to the extent they exceed the amount approved in the PUC’s final D&O. The timing and amount of any final increase is determined at the discretion of the PUC. The adoption of revenue, expense, rate base and cost of capital amounts (including the ROACE and RORB) for purposes of an interim rate increase does not commit the PUC to accept any such amounts in its final D&O.

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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
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 
2017
 
 

 
 

 
 

 
 

 
 

 
 
 Request  
 
12/16/16
 
$
106.4

 
6.9

 
10.60

 
8.28

 
$
2,002

 
57.36

 
Yes
 Interim increase
 
2/16/18
 
36.0

 
2.3

 
9.50

 
7.57

 
1,980

 
57.10

 
 
Hawaii Electric Light
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Request
 
9/19/16
 
$
19.3

 
6.5

 
10.60

 
8.44

 
$
479

 
57.12

 
Yes
Interim increase
 
8/31/17
 
9.9

 
3.4

 
9.50

 
7.80

 
482

 
56.69

 
 
Maui Electric
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Request
 
10/12/17
 
$
30.1

 
9.3

 
10.60

 
8.05

 
$
473

 
56.94

 
 
Note:  The “Request date” reflects the application filing date for the rate proceeding. The “Interim increase” date reflects the effective date of the revised schedules and tariffs as a result of the PUC-approved increase. Hawaiian Electric and Maui Electric proposed no increase in rates in their 2014 and 2015 rate cases, and the PUC consolidated each of those proceedings into the Hawaiian Electric 2017 and the Maui Electric 2018 rate cases, respectively.
See “Most recent rate proceedings” in Note 3 of the Consolidated Financial Statements.
Performance-based regulation In the Hawaii Electric Light 2016 test year rate case and the Hawaiian Electric 2017 test year rate case, the Utilities recommended that a separate investigatory docket be opened to evaluate PBR on a broader scale that can be implemented across the Utilities, and to fully develop a comprehensive PBR Framework.  PBR refers to different ways in which regulators have modified their regulatory approach in an attempt to strengthen financial incentives for Utilities to achieve desired outcomes.  In its April 27, 2017 order in the Decoupling Investigative proceeding, the PUC stated that it would initiate a separate investigative docket to examine a full range of Performance Incentive Mechanisms and PBR options.
Depreciation docket .  In December 2016, the Utilities filed an application with the PUC for approval of changes in the depreciation and amortization rates and amortization period for contributions in aid of construction (CIAC). The Utilities have requested that the effective date of implementation of the change in depreciation and amortization rates and revised CIAC amortization period, as recommended by the 2015 Book Depreciation Study, coincide with the effective date rates that include the increased expenses resulting from the new depreciation and amortization rates and change in CIAC amortization period are established in each of the Utilities’ next general rate cases (i.e., either at interim rates or final rates). In the interest of simplifying the remainder of this proceeding, the Utilities will hold discussions with the Consumer Advocate to settle the remaining differences.
Developments in renewable energy efforts.   Developments in the Utilities’ efforts to further their renewable energy strategy include renewable energy projects discussed in Note 3 of the Consolidated Financial Statements and the following:
New renewable PPAs .
In July 2015, the PUC approved a PPA for the 27.6 MW Waianae Solar project that was developed by Eurus Energy America. The project achieved commercial operations in January 2017 and is now the largest solar project in Hawaii.
In July 2015, Maui Electric signed two PPAs, with Kuia Solar and South Maui Renewable Resources (which subsequently assigned its PPA to SSA Solar of HI 2, LLC and SSA Solar of HI 3, LLC, respectively), each for a 2.87-MW solar facility. In February 2016, the PUC approved both PPAs, subject to certain conditions and modifications. The guaranteed commercial operations date for the facilities was December 31, 2016, however both projects are experiencing delays and now expected to be completed by the first half of 2018.   
In December 2014, the PUC approved a PPA for Renewable As-Available Energy dated October 3, 2013 between Hawaiian Electric and Na Pua Makani Power Partners, LLC (NPM) for a proposed 24-MW wind farm on Oahu. The NPM wind farm is expected to be placed into service by August 31, 2019.
Hawaiian Electric terminated PPAs to purchase solar energy with three affiliates of SunEdison, which affiliates were acquired by an affiliate of NRG Energy, Inc. (NRG) during SunEdison’s Chapter 11 bankruptcy proceedings. Hawaiian Electric then negotiated with NRG and its newly acquired affiliates and entered into amended and restated PPAs for

57



solar energy on Oahu with Waipio PV, LLC for 45.9 MW, Lanikuhana Solar, LLC for 14.7 MW and Kawailoa Solar, LLC for 49.0 MW. In July 2017, the PUC approved the three NRG PPAs, subject to modifications and conditions. The three projects are expected to be in service by the end of 2019.
In February 2018, NRG and GIP III Zephyr Acquisition Partners, a subsidiary of Global Infrastructure Partners (GIP), entered into an agreement where GIP has agreed to purchase substantially all of NRG’s renewable platform, including NRG’s renewable operations, maintenance and development businesses.  Kawailoa Solar, LLC, Lahikuhana Solar, LLC, and Waipio PV, LLC, along with NRG Renew LLC, are included in the sale transaction.  NRG Renew has confirmed that this transaction will not in any way affect the completion or success of the three PV Projects.
In January 2018, Maui Electric signed a PPA, subject to PUC approval, with Molokai New Energy Partners to purchase solar energy from a PV plus battery storage project. The 4.9 MW project will deliver no more than 2.7 MW at any time to the Molokai system and is expected to be in service by end of 2019.
Tariffed renewable resources .
As of December 31, 2017, there were approximately 337 MW, 78 MW and 89 MW of installed distributed renewable energy technologies (mainly PV) at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively, for tariff-based private customer generation programs, namely NEM, Customer Grid Supply and Customer Self Supply. As of December 31, 2017, an estimated 27% of single family homes on the islands of Oahu, Hawaii and Maui have installed private rooftop solar systems, and an estimated 30% of single family homes have installed, or have been approved to install, private rooftop solar systems. As of December 31, 2017, approximately 16% of the Utilities' total customers have solar systems.   
The Utilities began accepting energy from feed-in tariff projects in 2011. As of December 31, 2017, there were 30 MW, 3 MW and 5 MW of installed feed-in tariff capacity from renewable energy technologies at Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively.
Biofuel sources .
In September 2015, the PUC approved Hawaiian Electric’s 2-year biodiesel supply contract with Pacific Biodiesel Technologies, LLC (PBT) to supply 2 million to 3 million gallons of biodiesel at Campbell Industrial Park combustion turbine No. 1 (CIP CT-1) and the Honolulu International Airport Emergency Power Facility beginning in November 2015. The PBT contract is set to expire on November 2, 2018. PBT also has a spot buy contract with Hawaiian Electric to purchase additional quantities of biodiesel at or below the price of diesel. Some purchases of “at parity” biodiesel have been made under the spot purchase contract, which was recently extended through June 2018. REG Marketing & Logistics Group, LLC has a contingency supply contract with Hawaiian Electric to also supply biodiesel to CIP CT-1 in the event PBT is not able to supply necessary quantities. This contingency contract has been extended to November 2018, and will continue with no volume purchase requirements.
On October 27, 2017, Hawaiian Electric entered into a new biodiesel supply contract with PBT, subject to PUC approval, to supply 2 million to 4 million gallons of biodiesel per year for three years. The new PBT contract is expected to commence as early as November 2018 to be used as fuel for power generation at Hawaiian Electric’s Schofield Generating Station, the Honolulu International Airport Emergency Power Facility and any other generating unit on Oahu, as necessary.
Requests for renewable proposals, expressions of interest, and information .
In response to requests filed by the Utilities, on October 6, 2017, the PUC opened a docket to receive filings, review approval requests, and resolve disputes, if necessary, related to the Utilities' plan to proceed with a competitive bidding process for dispatchable firm renewable generation and variable renewable generation. On October 23, 2017, the Utilities filed draft requests for proposals for 220 MW of renewable generation on Oahu (Oahu Variable RFP), 50 MW of renewable generation on Hawaii Island (Hawaii Variable RFP), and 100 MW of renewable generation on Maui, including 40 MW of firm renewable generation, comprising the Maui Variable RFP and Maui Firm RFP (all resources to be in service by the end of 2022). With this filing, the Utilities also filed proposed model power purchase agreements and timelines for each proposed procurement. In January 2018, the PUC issued an order appointing Independent Observers for the RFPs and directed the Utilities to move forward with the three Variable RFPs. On February 20, 2018, the PUC approved, with minor modification, the proposed Variable RFPs and directed the Utilities to issue the RFPs, as modified. On February 27, 2018, the Utilities opened the RFPs to receive proposals. The PUC indicated it would provide further guidance on the Maui Firm RFP in the first quarter of 2018.

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On January 5, 2017, Hawaiian Electric issued requests for Onshore Wind Expression of Interest to developers that are capable of developing utility scale onshore wind projects that are eligible to capture the federal Investment Tax Credit for Large Wind on the island of Oahu. Hawaiian Electric is in non-binding confidential negotiations with a developer that responded.
On December 12, 2016, the Utilities issued a request for information asking interested landowners to provide information about properties available for utility-scale renewable energy projects or for growing biofuel feedstock on the islands of Oahu, Hawaii, Maui, Molokai and Lanai. Responses have been made available to developers interested in developing renewable energy projects on these five islands.
Adequacy of supply .
Hawaiian Electric . In January 2018, Hawaiian Electric filed its 2018 Adequacy of Supply (AOS) letter, which indicated that based on its June 2017 sales and peak forecast for the 2018-2023 time period, Hawaiian Electric's generation capacity will be sufficient to meet reasonably expected demands for service and provide reasonable reserves for emergencies through 2021, but may have shortfalls in meeting the Utilities’ generating system reliability guideline. The calculated reliability guideline shortfalls are relatively small and Hawaiian Electric can implement mitigation measures.
In accordance with its planning criteria, Hawaiian Electric deactivated two fossil fuel generating units from active service at its Honolulu Power Plant in January 2014. Hawaiian Electric acquired new firm capacity of 8 MW with the commissioning of the State of Hawaii Department of Transportation’s emergency power facility in June 2017. Hawaiian Electric is proceeding with a future firm capacity addition with the U.S. Department of the Army for a utility owned and operated renewable, dispatchable, including black start capabilities, generation security project on federal lands, which is expected to be in service in the second quarter of 2018. Hawaiian Electric is continuing negotiations with firm capacity IPPs on Oahu. On August 31, 2017, Hawaiian Electric and Kalaeloa entered into an agreement that neither party will give written notice of termination of the Kalaeloa PPA prior to October 31, 2018. The PPA with AES Hawaii is scheduled to expire in 2022.
Hawaii Electric Light . In January 2018, Hawaii Electric Light filed its 2018 AOS letter, which indicated that Hawaii Electric Light’s generation capacity through 2020 is sufficient to meet reasonably expected demands for service and provide for reasonable reserves for emergencies. Hawaii Electric Light is anticipating the addition of the firm dispatchable Hu Honua facility to be online by the end of 2018.
Maui Electric . In January 2018, Maui Electric filed its 2018 AOS letter, which indicated that Maui Electric’s generation capacity for the islands of Lanai and Molokai for the next three years is sufficiently large to meet all reasonably expected demands for service and provide reasonable reserves for emergencies. The 2018 AOS letter also indicated that without the peak reduction benefits of demand response but with the equivalent firm capacity value of wind generation, Maui Electric expects to have a reserve capacity shortfall from 2018 to 2020 on the island of Maui. Maui Electric is evaluating several measures to mitigate the anticipated reserve capacity shortfall.  Maui Electric anticipates needing a significant amount of additional firm capacity on Maui in the 2022 timeframe after the planned retirement of the Kahului Power Plant.
In May 2016, Maui Electric requested that the PUC open a new docket for Maui Electric’s competitive bidding process for additional firm capacity resources. In October 2017, Maui Electric filed a draft RFP and supporting documents as requested by the PUC. In January 2018, the PUC issued an order appointing an Independent Observer of the RFP process that reports to the PUC for Maui Firm RFP. However, the PUC stated Maui Electric should focus on its variable RFP and noted that it would provide further guidance on the Firm RFP during the first quarter of 2018.
In September 2016, Maui Electric submitted an application to purchase and install three temporary mobile distributed generation diesel engines to address increasing reserve capacity shortfalls on the island of Maui. Maui Electric has since requested the PUC to suspend the proceeding to evaluate contingency measures and permanent solutions to minimize or eliminate the risk of near-term capacity shortfalls on the island of Maui.
Legislation and regulation.   Congress and the Hawaii legislature periodically consider legislation that could have positive or negative effects on the Utilities and their customers. Also see “Environmental regulation” in Note 3 and “Recent tax developments” in Note 10 of the Consolidated Financial Statements.
Clean Water Act Section 316(b) . On August 14, 2014, the EPA published in the Federal Register the final regulations required by section 316(b) of the CWA designed to protect aquatic organisms from adverse impacts associated with existing power plant cooling water intake structures. The regulations were effective October 14, 2014 and apply to the cooling water systems for the steam generating units at three of Hawaiian Electric’s power plants on the island of Oahu. The regulations prescribe a process, including a number of required site-specific studies, for states to develop facility-specific entrainment and impingement controls to be incorporated in each facility’s National Pollutant Discharge Elimination System permit. Hawaiian Electric submitted the final site specific studies to the DOH in December 2016 for the Honolulu and Waiau power plants and in

59



September 2017 for the Kahe power plant. Hawaiian Electric will work with the DOH to identify the appropriate compliance methods for the 316(b) rule.
Mercury Air Toxics Standards . On February 16, 2012, the EPA published the final rule establishing the National Emission Standards for Hazardous Air Pollutants for fossil-fuel fired steam electrical generating units (EGUs) in the Federal Register. The final rule, known as the Mercury and Air Toxics Standards (MATS), applies to the 14 EGUs at Hawaiian Electric’s power plants. MATS established the Maximum Achievable Control Technology standards for the control of hazardous air pollutants emissions from new and existing EGUs. Hawaiian Electric initially selected a MATS compliance strategy based on switching to lower emission fuels, but has since continued developing and refining its emission control strategy. Hawaiian Electric’s liquid oil-fired steam generating units that are subject to the MATS limits are able to comply with the new standards without a significant fuel switch in combination with a suite of operational changes.
Hawaiian Electric has proceeded with the implementation of its MATS Compliance Plan and has met all compliance requirements to date.
Liquidity and capital resources.   Management believes that Hawaiian Electric’s ability, and that of its subsidiaries, to generate cash, both internally from operations and externally from issuances of equity and debt securities and commercial paper and draws on lines of credit, is adequate to maintain sufficient liquidity to fund their respective capital expenditures and investments and to cover debt, retirement benefits and other cash requirements in the foreseeable future.
Hawaiian Electric’s consolidated capital structure was as follows:
December 31
2017
 
2016
(dollars in millions)
 

 
 

 
 

 
 

Short-term borrowings
$
5

 
%
 
$

 
%
Long-term debt, net
1,369

 
42

 
1,319

 
42

Preferred stock
34

 
1

 
34

 
1

Common stock equity
1,845

 
57

 
1,800

 
57

 
$
3,253

 
100
%
 
$
3,153

 
100
%
Information about Hawaiian Electric’s short-term borrowings (other than from Hawaii Electric Light and Maui Electric) and Hawaiian Electric’s line of credit facility were as follows:
 
Year ended
December 31, 2017
 
 
(in millions)
Average
balance
 
End-of-period
balance
 
December 31,
2016
Short-term borrowings 1
 
 
 
 
 
Commercial paper
$
7

 
$
5

 
$

Line of credit draws

 

 

Borrowings from HEI
2

 

 

Undrawn capacity under line of credit facility

 
200

 
200

1  
The maximum amount of external short-term borrowings by Hawaiian Electric during 2017 was $48 million . At December 31, 2017, Hawaiian Electric had short-term borrowings from Hawaii Electric Light and Maui Electric of nil and $12 million , respectively, which intercompany borrowings are eliminated in consolidation. At February 13, 2018 , Hawaiian Electric had $90 million outstanding commercial paper, its line of credit facility was undrawn and it had no borrowings from HEI. Also, at February 13, 2018 , Hawaii Electric Light and Maui Electric had short-term borrowings from Hawaiian Electric of $4.5 million and $1.5 million , respectively.
Hawaiian Electric utilizes short-term debt, typically commercial paper, to support normal operations, to refinance short-term debt and for other temporary requirements. Hawaiian Electric also borrows short-term from HEI for itself and on behalf of Hawaii Electric Light and Maui Electric, and Hawaiian Electric may borrow from or loan to Hawaii Electric Light and Maui Electric short-term. The intercompany borrowings among the Utilities, but not the borrowings from HEI, are eliminated in the consolidation of Hawaiian Electric’s financial statements. The Utilities periodically utilize long-term debt, borrowings of the proceeds of special purpose revenue bonds (SPRBs) issued by the Department of Budget and Finance of the State of Hawaii (DBF) and the issuance of privately placed unsecured senior notes bearing taxable interest, to finance the Utilities’ capital improvement projects, or to repay short-term borrowings used to finance such projects. The PUC must approve issuances, if any, of equity and long-term debt securities by the Utilities.
Hawaiian Electric has a $200 million line of credit facility. See Note 5 of the Consolidated Financial Statements.

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The ratings of Hawaiian Electric’s commercial paper and debt securities could significantly impact the ability of Hawaiian Electric to sell its commercial paper and issue debt securities and/or the cost of such debt. The rating agencies use a combination of qualitative measures (e.g., assessment of business risk that incorporates an analysis of the qualitative factors such as management, competitive positioning, operations, markets and regulation) as well as quantitative measures (e.g., cash flow, debt, interest coverage and liquidity ratios) in determining the ratings of Hawaiian Electric securities.
As of February 13, 2018 , the Fitch, Moody’s and S&P ratings of Hawaiian Electric were as follows:
 
Fitch
Moody’s
S&P
Long-term issuer default, long-term issuer and corporate credit, respectively
BBB+
Baa2
BBB-
Commercial paper
F2
P-2
A-3
Senior unsecured debt/special purpose revenue bonds
A-
Baa2
BBB-
Hawaiian Electric-obligated preferred securities of trust subsidiary
*
Baa3
BB
Cumulative preferred stock (selected series)
*
Ba1
*
Subordinated debt
BBB
*
*
Outlook
Stable
Stable
Stable
*    Not rated.
The above ratings reflect only the view, at the time the ratings are issued or affirmed, of the applicable rating agency, from whom an explanation of the significance of such ratings may be obtained. Such ratings are not recommendations to buy, sell or hold any securities; such ratings may be subject to revision or withdrawal at any time by the rating agencies; and each rating should be evaluated independently of any other rating.
Management believes that, if Hawaiian Electric’s commercial paper ratings were to be downgraded or if credit markets were to further tighten, it could be more difficult and/or expensive to sell commercial paper or secure other short-term borrowings. Similarly, management believes that if Hawaiian Electric’s long-term credit ratings were to be downgraded or further downgraded, or if credit markets further tighten, it could be more difficult and/or expensive for DBF and/or the Utilities to sell SPRBs and other debt securities, respectively, for the benefit of the Utilities in the future. Such limitations and/or increased costs could materially adversely affect the results of operations, financial condition and liquidity of the Utilities.
SPRBs have been issued by the DBF to finance (and refinance) capital improvement projects of Hawaiian Electric and its subsidiaries, but the sources of their repayment are the non-collateralized obligations of Hawaiian Electric and its subsidiaries under loan agreements and notes issued to the DBF, including Hawaiian Electric’s guarantees of its subsidiaries’ obligations.
In May 2015, up to $80 million of SPRBs ($70 million for Hawaiian Electric, $2.5 million for Hawaii Electric Light and $7.5 million for Maui Electric) were authorized by the Hawaii legislature for issuance, with PUC approval, prior to June 30, 2020 to finance the Utilities’ capital improvement programs.
On January 26, 2017, Hawaiian Electric, Hawaii Electric Light and Maui Electric obtained PUC approval to issue, on or before December 31, 2017, unsecured obligations bearing taxable interest (Hawaiian Electric up to $100 million, Hawaii Electric Light up to $10 million and Maui Electric up to $30 million), with the proceeds expected to be used, as applicable, to finance capital expenditures, repay long-term and/or short term debt used to finance or refinance capital expenditures and/or to reimburse funds used for payment of capital expenditures. On December 14, 2017, Hawaiian Electric and Maui Electric issued through a private placement, $40 million and $10 million , respectively, of unsecured senior notes bearing 4.31% taxable interest. See Note 6 of the Consolidated Financial Statements.
On April 28, 2017, Hawaiian Electric, Hawaii Electric Light and Maui Electric received PUC approval to issue unsecured obligations bearing taxable interest and/or refunding SPRBs with principal amounts totaling up to $252 million , $88 million and $75 million , respectively, to refinance three series of outstanding revenue bonds. The approval was limited to 2017, and an expedited approval procedure would apply for refinancings during January 2018 through December 2020. Pursuant to this approval, on June 29, 2017, the DBF issued, at par, Refunding Series 2017A SPRBs in the aggregate principal amount of $125 million with a maturity of May 1, 2026 and Refunding Series 2017B SPRBs in the aggregate principal amount of $140 million with a maturity of March 1, 2037, with the proceeds of each issuance used to refinance outstanding revenue bonds. See Note 6 of the Consolidated Financial Statements.
In September 2017, the Utilities requested PUC approval to issue, over a four-year period from 2018 to December 31, 2021, unsecured obligations bearing taxable interest (Hawaiian Electric up to $280 million , Hawaii Electric Light up to $30 million and Maui Electric up to $10 million ), with the proceeds expected to be used, as applicable, to finance capital expenditures, repay long-term and/or short term debt used to finance or refinance capital expenditures and/or to reimburse funds used for payment of capital expenditures.

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On October 31, 2017, the Utilities received PUC approval to issue and sell each utility’s common stock through December 31, 2021 (Hawaiian Electric’s sale/s to HEI of up to $150 million and Hawaii Electric Light’s and Maui Electric’s sale/s to Hawaiian Electric of up to $10 million each) and the purchase of Hawaii Electric Light and Maui Electric common stock by Hawaiian Electric through December 31, 2021. Pursuant to this approval, in December 2017, Hawaiian Electric sold $14 million of its common stock to HEI and Maui Electric sold $4.8 million of its common stock to Hawaiian Electric. Hawaii Electric Light did not issue common stock in 2017.
Cash flows .
 
Years ended December 31
(in thousands)
2017
 
Change
 
2016
 
Change
 
2015
Net cash provided by operating activities
$
335,186

 
$
(34,731
)
 
$
369,917

 
$
36,511

 
$
333,406

Net cash used in investing activities
(372,287
)
 
(84,088
)
 
(288,199
)
 
20,583

 
(308,782
)
Net cash used in financing activities
(24,668
)
 
7,213

 
(31,881
)
 
(17,944
)
 
(13,937
)
2017 Cash Flows Compared to 2016:
Net cash provided by operating activities: Cash flows from operating activities generally relate to the amount and timing of cash received from customers and payments made to third parties. Using the indirect method of determining cash flows from operating activities, noncash expense items such as depreciation and amortization, as well as changes in certain assets and liabilities, are added to (or deducted from ) net income.
The decrease in net cash provided by operating activities in 2017 over 2016 was impacted by the following:
Lower cash from an increase in fuel oil stock due to an increase in fuel prices
Lower cash from an increase in unbilled revenues due to higher fuel prices
Lower cash due to refund of federal income taxes in 2016 based on bonus depreciation enacted in the fourth quarter of 2015 (similar treatment was not granted in the fourth quarter of 2016).
Net cash used in investing activities: The increase in net cash used in investing activities in 2017 over 2016 was driven primarily by an increase in capital expenditures related to construction activities, offset by higher contribution in aid of construction and capital goods tax credit.
Net cash used in financing activities: Financing activities provide supplemental cash for both day-to-day operations and capital requirements as needed. The decrease in net cash used in financing activities in 2017 over 2016 was driven primarily by lower common stock dividends paid in 2017.
2016 Cash Flows Compared to 2015:
Net cash provided by operating activities: The increase in net cash provided by operating activities in 2016 over 2015 was impacted by the following:
Higher cash from a refund of federal income taxes in 2016 due to the extension of bonus depreciation enacted in the fourth quarter of 2015 and lower revenue taxes paid resulting from lower revenues due largely to lower fuel prices.
Lower unbilled revenues due to timing and lower fuel prices.
Net cash used in investing activities: The decrease in net cash used in investing activities in 2016 from 2015 was driven primarily by decreased capital expenditures, offset by lower proceeds from contributions in aid of construction.
Net cash used in financing activities: The increase in net cash used in financing activities was driven primarily by decreased proceeds from issuance of long-term debt, partially offset by proceeds from issuance of common stock.
2018 forecast capital expenditures . For 2018, the Utilities forecast $450 million of net capital expenditures, which could change over time based upon external factors such as the timing and scope of environmental regulations, unforeseen delays in permitting and timing of PUC decisions. Proceeds from the issuance of equity and long-term debt, cash flows from operating activities, temporary increases in short-term borrowings and existing cash and cash equivalents are expected to provide the funds needed for the net capital expenditures in 2018, to pay down commercial paper or other short-term borrowings, as well as to fund any unanticipated expenditures not included in the 2018 forecast (such as increases in the costs or acceleration of capital projects, or unanticipated capital expenditures that may be required by new environmental laws and regulations).
Management periodically reviews capital expenditure estimates and the timing of construction projects. These estimates may change significantly as a result of many considerations, including changes in economic conditions, changes in forecasts of

62



KWH sales and peak load, the availability of purchased power and changes in expectations concerning the construction and ownership of future generation units, the availability of generating sites and transmission and distribution corridors, the need for fuel infrastructure investments, the ability to obtain adequate and timely rate increases, escalation in construction costs, the effects of opposition to proposed construction projects and requirements of environmental and other regulatory and permitting authorities.
Selected contractual obligations and commitments The following table presents aggregated information about total payments due from the Utilities during the indicated periods under the specified contractual obligations and commitments:
December 31, 2017
Payments due by period
(in millions)
Less than 1 year
 
1-3
years
 
3-5
years
 
More than
5 years
 
Total
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
$
5

 
$

 
$

 
$

 
$
5

Long-term debt
50

 
96

 
52

 
1,179

 
1,377

Interest on long-term debt
65

 
123

 
119

 
780

 
1,087

Operating leases
9

 
15

 
11

 
32

 
67

Open purchase order obligations ¹
114

 
12

 
9

 

 
135

Fuel oil purchase obligations (estimate based on December 31, 2017 fuel oil prices)
130

 
130

 

 

 
260

Purchase power obligations-minimum fixed capacity charges
118

 
235

 
212

 
854

 
1,419

Liabilities for uncertain tax positions

 
3

 

 

 
3

Total (estimated)
$
491

 
$
614

 
$
403

 
$
2,845

 
$
4,353

¹ Includes contractual obligations and commitments for capital expenditures and expense amounts.
The table above does not include other categories of obligations and commitments, such as deferred taxes, trade payables, amounts that will become payable in future periods under collective bargaining and other employment agreements and employee benefit plans and potential refunds of amounts collected from ratepayers (e.g., under the earnings sharing mechanism). As of December 31, 2017, the fair value of the assets held in trusts to satisfy the obligations of the Utilities’ retirement benefit plans did not exceed the retirement benefit plans’ benefit obligation. Minimum funding requirements for retirement benefit plans have not been included in the table above. See Note 8 of the Consolidated Financial Statements for retirement benefit plan obligations and estimated contributions for 2018.
See Note 3 of the Consolidated Financial Statements for a discussion of fuel and power purchase commitments.
Certain factors that may affect future results and financial condition .  Also see “Cautionary Note Regarding Forward-Looking Statements” and “Certain factors that may affect future results and financial condition” for Consolidated HEI above.
Clean energy initiatives and Renewable Portfolio Standards (RPS) .   The far-reaching nature of the Utilities’ renewable energy commitments and the RPS goals presents risks to the Utilities. Among such risks are: (1) the dependence on third party suppliers of renewable purchased energy, which if the Utilities are unsuccessful in negotiating purchased power agreements with such IPPs or if a major IPP fails to deliver the anticipated capacity in its purchased power agreement, could impact the Utilities’ achievement of their commitments to RPS goals and/or the Utilities’ ability to deliver reliable service; (2) delays in acquiring or unavailability of non-fossil fuel supplies for renewable generation; (3) the impact of intermittent power to the electrical grid and reliability of service if appropriate supporting infrastructure is not installed or does not operate effectively; (4) the likelihood that the Utilities may need to make substantial investments in related infrastructure, which could result in increased borrowings and, therefore, materially impact the financial condition and liquidity of the Utilities; and (5) the commitment to support a variety of initiatives, which, if approved by the PUC, may have a material impact on the results of operations and financial condition of the Utilities depending on their design and implementation. These initiatives include, but are not limited to, removing the system-wide caps on net energy metering (but studying distributed generation interconnections on a per-circuit basis); and developing an Energy Efficiency Portfolio Standard. The implementation of these or other programs may adversely impact the results of operations, financial condition and liquidity of the Utilities.
Regulation of electric utility rates The rates the electric utilities are allowed to charge for their services, and the timeliness of permitted rate increases, are among the most important items influencing their results of operations, financial condition and liquidity. The PUC has broad discretion over the rates the electric utilities charge and other matters. Any adverse decision by the PUC concerning the level or method of determining electric utility rates, the items and amounts permitted to be included in rate base, the authorized returns on equity or rate base found to be reasonable, the potential consequences of exceeding or not meeting such returns, or any prolonged delay in rendering a decision in a rate or other proceeding could have a material adverse effect on the Company’s and Hawaiian Electric’s consolidated results of operations, financial condition and liquidity. Upon a showing of probable entitlement, the PUC is required to issue an interim D&O in a rate case within 10 months from the date of

63



filing a completed application if the evidentiary hearing is completed (subject to extension for 30 days if the evidentiary hearing is not completed). There is no time limit for rendering a final D&O and interim rate increases are subject to refund with interest if the interim increase is greater than the increase approved in the final D&O.
Fuel oil and purchased power .  The electric utilities rely on fuel oil suppliers and IPPs to deliver fuel oil and power, respectively. See “Fuel contracts” and “Power purchase agreements” in Note 3 of the Consolidated Financial Statements. Approximately 69%, 68% and 70% of the net energy generated or purchased by the Utilities in 2017, 2016 and 2015, respectively, were generated from the burning of fossil fuel oil. Purchased KWHs provided approximately 46%, 47% and 46% of the total net energy generated and purchased in 2017, 2016 and 2015, respectively.
Failure or delay by the electric utilities’ oil suppliers and shippers to provide fuel pursuant to existing supply contracts, or failure by a major IPP to deliver the firm capacity anticipated in its PPA, could interrupt the ability of the electric utilities to deliver electricity, thereby materially adversely affecting the Company’s and the Utilities' results of operations and financial condition. Hawaiian Electric generally maintains an average system fuel inventory level equivalent to 47 days of forward consumption. Hawaii Electric Light and Maui Electric generally maintain an inventory level equivalent to one month’s supply of both medium sulfur fuel oil and diesel fuel. Some, but not all, of the Utilities’ PPAs require that the IPPs maintain minimum fuel inventory levels and all of the firm capacity PPAs include provisions imposing substantial penalties for failure to produce the firm capacity anticipated by those agreements.
Other regulatory and permitting contingencies .  Many public utility projects require PUC approval and various permits (e.g., environmental and land use permits) from other agencies. Delays in obtaining PUC approval or permits can result in increased costs. If a project does not proceed or if the PUC disallows costs of the project, the project costs may need to be written off in amounts that could have a material adverse effect on the Company and the Utilities. Significant write-offs of this type were made in 2007, 2011 and 2012. See Note 3 of the Consolidated Financial Statements for a discussion of additional regulatory contingencies.
Competition .  Although competition in the generation sector in Hawaii is moderated by the scarcity of generation sites, various permitting processes and lack of interconnections to other electric utilities, the PUC has promoted a more competitive electric industry environment through its decisions concerning competitive bidding and distributed generation (DG). An increasing amount of generation is provided by IPPs and customer distributed generation.
Competitive bidding.   In December 2006, the PUC issued a decision that included a final competitive bidding framework, which became effective immediately. The final framework states, among other things, that: (1) a utility is required to use competitive bidding to acquire a future generation resource or a block of generation resources unless the PUC finds bidding to be unsuitable; (2) the framework does not apply in certain situations identified in the framework; (3) waivers from competitive bidding for certain circumstances will be considered; (4) the utility is required to select an independent observer from a list approved by the PUC whenever the utility or its affiliate seeks to advance a project proposal (i.e., in competition with those offered by bidders); (5) the utility may consider its own self-bid proposals in response to generation needs identified in its RFP; and (6) for any resource to which competitive bidding does not apply (due to waiver or exemption), the utility retains its traditional obligation to offer to purchase capacity and energy from a Qualifying Facility (QF) at avoided cost upon reasonable terms and conditions approved by the PUC.
Environmental matters The Utilities' generating stations operate under air pollution control permits issued by the Hawaii Department of Health (DOH) and, in a limited number of cases, by the federal Environmental Protection Agency (EPA). Hawaii law requires an environmental assessment for proposed waste-to-energy facilities, landfills, oil refineries, power-generating facilities greater than 5 MW and wastewater facilities, except individual wastewater systems. Meeting this requirement for environmental assessments results in increased project costs.
Changes to environmental laws and legally required updates of the rules promulgated pursuant to those laws may increase costs and cause substantial changes in the way electric utilities operate. For example, as Clean Air Act programs are updated, such as the updates to the National Ambient Air Quality Standards (NAAQS) or the Clean Water Act program governing cooling water intakes, or if new legislation or rules are adopted by the federal or state governments, operation of the Hawaiian Electric steam generating facilities may be significantly impacted. Hawaiian Electric may be required to retire older generating units, add pollutions controls or switch to fuels that emit lower emissions. Management believes that the recovery through rates of most, if not all, of any costs incurred by the Utilities in complying with environmental requirements would be allowed by the PUC, but no assurance can be given that this will in fact be the case. In addition, there can be no assurance that a significant environmental liability will not be incurred by the Utilities or that the related costs will be recoverable through rates. See “Environmental regulation” in Note 3 of the Consolidated Financial Statements.
Technological developments .   New emerging and breakthrough technological developments (e.g., the commercial development of energy storage, grid support utility interactive inverters, fuel cells, DG, grid modernization, electrification of

64



transportation, and generation from renewable sources) may impact the Utilities’ future competitive position, results of operations, financial condition and liquidity. The Utilities continue to seek prudent opportunities to develop and implement advanced technologies that align with its technical and business plans.
Material estimates and critical accounting policies.   Also see “Material estimates and critical accounting policies” for Consolidated HEI above.
Property, plant and equipment The Utilities believe that the PUC will allow recovery of property, plant and equipment in its electric rates. If the PUC does not allow recovery of any such costs, the electric utility would be required to write off the disallowed costs at that time. See the discussion under “Utility projects” in Note 3 of the Consolidated Financial Statements concerning costs of major projects that have not yet been approved for inclusion in the applicable utility’s rate base.
Regulatory assets and liabilities The Utilities are regulated by the PUC. In accordance with accounting standards for regulatory operations, the Company’s and the Utilities’ financial statements reflect assets, liabilities, revenues and costs of the Utilities based on current cost-based rate-making regulations. The actions of regulators can affect the timing of recognition of revenues, expenses, assets and liabilities.
Regulatory liabilities represent amounts collected from customers for costs that are expected to be incurred in the future, or amounts collected in excess of costs incurred that are refundable to customers. Regulatory assets represent incurred costs that have been deferred because their recovery in future customer rates is probable. As of December 31, 2017, the consolidated regulatory liabilities and regulatory assets of the Utilities amounted to $881 million and $869 million , respectively, compared to $411 million and $957 million as of December 31, 2016, respectively. Regulatory liabilities and regulatory assets are itemized in Note 3 of the Consolidated Financial Statements. Management continually assesses whether the regulatory assets are probable of future recovery by considering factors such as changes in the applicable regulatory environment. Because current rates include the recovery of regulatory assets existing as of the last rate case and rates in effect allow the Utilities to earn a reasonable rate of return, management believes that the recovery of the regulatory assets as of December 31, 2017 is probable. This determination assumes continuation of the current political and regulatory climate in Hawaii, and is subject to change in the future.
Management believes that the operations of the Utilities currently satisfy the criteria for regulatory accounting. If events or circumstances should change so that those criteria are no longer satisfied, the Utilities expect that their regulatory assets, net of regulatory liabilities, would be charged to the statement of income in the period of discontinuance, which may result in a material adverse effect on the Company’s and the Utilities’ results of operations, financial condition and liquidity.
Revenues Electric utility revenues are based on rates authorized by the PUC and include revenues applicable to energy consumed in the accounting period, but not yet billed to customers, and RBA revenues or refunds for the difference between PUC-approved target revenues and recorded adjusted revenues, which delinks revenues from kilowatthour sales. As of December 31, 2017, revenues applicable to energy consumed, but not yet billed to customers, amounted to $107 million and the RBA revenues recognized in 2017 amounted to $66 million.
The rate schedules of the Utilities include ECACs under which electric rates are adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power. The rate schedules of the Utilities also include PPACs under which electric rates are more closely aligned with purchase power costs incurred. Management believes that a material adverse effect on the Company’s and the Utilities’ results of operations, financial condition and liquidity may result if the ECACs, PPACs or RBAs were lost or adversely modified.
Consolidation of variable interest entities .  A business enterprise must evaluate whether it should consolidate a variable interest entity (VIE). The Utilities evaluate the impact of applying accounting standards for consolidation to its relationships with IPPs with whom the Utilities execute new PPAs or execute amendments of existing PPAs. A possible outcome of the analysis is that Hawaiian Electric or its subsidiaries may be found to meet the definition of a primary beneficiary of a VIE which finding may result in the consolidation of the IPP in the Consolidated Financial Statements. The consolidation of IPPs could have a material effect on the Consolidated Financial Statements, including the recognition of a significant amount of assets and liabilities, and, if such a consolidated IPP were operating at a loss and had insufficient equity, the potential recognition of such losses. The Utilities do not know how the consolidation of IPPs would be treated for regulatory or credit ratings purposes. See Notes 1 and 3 of the Consolidated Financial Statements.

65



Bank
Executive overview and strategy.   When ASB was acquired by HEI in 1988, it was a traditional thrift with assets of $1 billion and net income of about $13 million. Since then, ASB has grown by both acquisition and internal growth. Over the last several years the focus has been on efficient growth to maximize profitability and capital efficiency. ASB ended 2017 with assets of $6.8 billion and net income of $67 million , compared to assets of $6.4 billion as of December 31, 2016 and net income of $57 million in 2016.
ASB is a full-service community bank serving both consumer and commercial customers. In order to remain competitive and continue building core franchise value, ASB continues to develop and introduce new products and services in order to meet the needs of those markets such as mobile banking. Additionally, the banking industry is constantly changing and ASB is making the investments in people and technology necessary to adapt and remain competitive. ASB’s ongoing challenge is to continue to increase revenues and control expenses. Key strategies to drive organic growth include:
1.
deepening customer relationships;
2.
building out product and service offerings to open new segments;
3.
fully deploying online and remotely-assisted account opening capabilities; and
4.
prioritizing efficiency actions to gain earnings leverage on organic growth.

The interest rate environment and the quality of ASB’s assets will continue to impact its financial results. A flattened yield curve as a result of an increase in short-term interest rates and excess liquidity in the financial system have made it challenging to grow the bank's loan portfolio and find investments with adequate risk-adjusted returns. The potential for compression of ASB’s margin when interest rates rise is a risk that is actively managed.
As part of its interest rate risk management process, ASB uses simulation analysis to measure net interest income sensitivity to changes in interest rates (see “Quantitative and Qualitative Disclosures about Market Risk”). ASB then employs strategies to limit the impact of changes in interest rates on net interest income. ASB’s key strategies to manage interest rate risk include:
1.
attracting and retaining low-cost deposits, particularly those in non-interest bearing transaction accounts;
2.
diversifying the loan portfolio with higher-spread, shorter-maturity loans and/or variable rate loans;
3.
focusing investment growth in securities that exhibit less extension risk (i.e., risk of longer average lives) as rates rise.
ASB’s loan quality benefited in 2017 from increasing property values, more financial flexibility of borrowers, and overall general economic improvement in the state of Hawaii. ASB’s net charge-offs as a percentage of total average loans was 0.27% for 2017 compared to 0.24% for 2016. The higher net charge-off ratio was primarily due to charge offs of unsecured consumer loans. ASB’s provision for loan losses decreased from $16.8 million for 2016 to $10.9 million for 2017, primarily due to lower reserves for the commercial and commercial real estate loan portfolios as a result of lower portfolio balances and improving credit trends, partly offset by higher loan loss reserves needed for the growing consumer loan portfolio.
Effective July 2013, ASB became non-exempt from the Durbin Amendment to the Dodd-Frank Act which resulted in lower debit card interchange fees. For 2017, 2016 and 2015, the estimated net income impact of the lower debit card interchange fees was $6 million per year.


66



Results of operations.
2017 vs. 2016
(in millions)
 
2017
 
2016
 
Increase
(decrease)
 
Primary reason(s)
Interest income
 
$
236

 
$
219

 
$
17

 
Higher interest income was due to higher average earning asset balances and an increase in yields on earning assets. ASB's average investment and mortgage-related securities portfolio balance for 2017 increased by $345 million compared to the average balance in 2016 as ASB purchased investments with liquidity not used to fund the loan portfolio. The average loan portfolio balance for 2017 was $11 million lower than 2016 primarily due to a decrease in the average commercial loan portfolio balance of $112 million. The decrease was due to the strategic reduction of the national syndicated lending portfolio ($88 million decrease in average balance) and paydowns in the commercial portfolio. The average consumer, HELOC and commercial real estate loan balances increased by $56 million, $29 million and $15 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix targets and loan growth strategy. The yield on earning assets increased 8 basis points as the increase in short-term interest rates during the year repriced the adjustable rate loans upward and increased the yields for the investment securities.
Noninterest income
 
62

 
67

 
(5
)
 
Noninterest income was lower due to a decrease in mortgage banking income and lower fee income from other financial products. The lower mortgage banking income was due to lower residential loan production and ASB's decision to portfolio a larger portion of the residential loan production.
Revenues
 
298

 
286

 
12

 
 
Interest expense
 
12

 
13

 
(1
)
 
Lower interest expense was due to the payoff of a maturing other borrowing, partly offset by higher interest expense from an increase in average interest-bearing liabilities. Average deposit balances for 2017 increased by $451 million compared to 2016 due to an increase in core deposits and time certificates of $319 million and $132 million, respectively. The other borrowings average balance decreased by $94 million primarily due to a decrease in repurchase agreements.
Provision for loan losses
 
11

 
17

 
(6
)
 
Lower provision for loan losses for 2017 was primarily due to a decrease in reserves for the commercial and commercial real estate loan portfolios as a result of lower portfolio balances and improving credit trends, partly offset by increased provision for loan losses for the consumer loan portfolio as a result of growth and increased charge-offs. The provision for loan losses in 2016 was used primarily to establish loan loss reserves for the growth in the commercial real estate and consumer loan portfolios and additional reserve levels for specific commercial credits.
Noninterest expense
 
176

 
169

 
7

 
Higher noninterest expense was primarily due to higher compensation and employee benefit costs.
Expenses
 
199

 
199

 

 
 
Operating income
 
99

 
87

 
12

 
Higher interest income and lower provision for loan losses, partly offset by lower noninterest income and higher noninterest expenses.
Net income
 
67

 
57

 
10

 
Higher operating income and tax benefit from the Tax Act.
Return on average common equity  1
 
11.2
%
 
9.9
%
 
1.3
%
 
 

67




2016 vs. 2015
(in millions)
 
2016
 
2015
 
Increase
(decrease)
 
Primary reason(s)
Interest income
 
$
219

 
$
200

 
$
19

 
Higher interest income was due to higher average earning asset balances and higher loan yields. ASB’s average loan portfolio balance for 2016 was $223 million higher than 2015 as the average commercial real estate, HELOC and consumer loan balances increased by $204 million, $32 million and $30 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix targets and loan growth strategy. The commercial loan average balance decreased $55 million due to the strategic reduction of the national syndicated lending portfolio. The loan portfolio yield benefited from a shift in the mix of the loan portfolio and the repricing of the adjustable rate loans with the increase in the prime rate. The average investment and mortgage-related securities portfolio balance increased by $248 million as ASB purchased investments with liquidity in excess of loan growth funding.
Noninterest income
 
67

 
67

 

 
Noninterest income was flat as higher gains on sales of investment securities and insurance proceeds in 2016 were offset by lower gains on sales of real estate and mortgage servicing rights.
Revenues
 
286

 
267

 
19

 
 
Interest expense
 
13

 
12

 
1

 
Higher interest expense was due to an increase in average interest-bearing liabilities. Average deposit balances for 2016 increased by $438 million compared to 2015 due to an increase in core deposits and time certificates of $322 million and $116 million, respectively. The other borrowings average balance decreased by $48 million due to a decrease in repurchase agreements.
Provision for loan losses
 
17

 
6

 
11

 
Higher provision for loan losses for 2016 was primarily due to growth in the commercial real estate and consumer loan portfolios and additional reserves for specific commercial credits. The provision for loan losses in 2015 was used primarily to establish loan loss reserves for the growth in the loan portfolio and additional reserve levels for the commercial and unsecured consumer loan portfolios.
Noninterest expense
 
169

 
166

 
3

 
Higher noninterest expense was primarily due to costs related to replacement and upgrade of ASB's electronic banking platform in mid 2016 to enhance the Bank's online and mobile banking services to consumer and business customers as well as expand its distribution channels.
Expenses
 
199

 
184

 
15

 
 
Operating income
 
87

 
83

 
4

 
Higher interest income, partly offset by higher provision for loan losses and noninterest expenses.
Net income
 
57

 
55

 
2

 
Higher operating income, partly offset by higher taxes.
Return on average common equity  1
 
9.9
%
 
9.9
%
 
%
 
 

1  
Calculated using the average daily balances.
See Note 4 of the Consolidated Financial Statements for a discussion of guarantees and further information about ASB.

68



Average balance sheet and net interest margin .  The following table provides a summary of average balances, including major categories of interest-earning assets and interest-bearing liabilities:
 
2017
 
2016
 
2015
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits
$
79,927

 
$
898

 
1.12

 
$
75,092

 
$
383

 
0.51

 
$
124,874

 
$
323

 
0.26

FHLB stock
10,770

 
208

 
1.93

 
11,153

 
191

 
1.72

 
32,140

 
148

 
0.46

Investment securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
1,265,240

 
27,291

 
2.16

 
934,469

 
18,592

 
1.99

 
687,215

 
14,649

 
2.13

Non-taxable
15,427

 
655

 
4.24

 
717

 
28

 
3.87

 

 

 

Total investment securities
1,280,667

 
27,946

 
2.18

 
935,186

 
18,620

 
1.99

 
687,215

 
14,649

 
2.13

Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential 1-4 family
2,077,705

 
86,934

 
4.18

 
2,074,564

 
88,274

 
4.26

 
2,064,170

 
89,933

 
4.36

Commercial real estate
887,890

 
37,806

 
4.26

 
872,694

 
35,940

 
4.12

 
669,184

 
26,558

 
3.97

Home equity line of credit
889,360

 
30,001

 
3.37

 
859,955

 
28,249

 
3.28

 
828,129

 
26,511

 
3.20

Residential land
16,837

 
1,011

 
6.00

 
18,850

 
1,118

 
5.93

 
17,304

 
1,101

 
6.36

Commercial
631,170

 
27,405

 
4.34

 
743,586

 
29,743

 
4.00

 
798,182

 
29,282

 
3.67

Consumer
205,334

 
24,098

 
11.74

 
149,287

 
16,450

 
11.02

 
119,267

 
11,397

 
9.56

Total loans 2,3
4,708,296

 
207,255

 
4.40

 
4,718,936

 
199,774

 
4.23

 
4,496,236

 
184,782

 
4.11

Total interest-earning assets
6,079,660

 
236,307

 
3.89

 
5,740,367

 
218,968

 
3.81

 
5,340,465

 
199,902

 
3.74

Allowance for loan losses
(55,629
)
 
 

 
 

 
(54,338
)
 
 

 
 

 
(46,881
)
 
 

 
 

Noninterest-earning assets
546,523

 
 

 
 

 
507,850

 
 

 
 

 
490,187

 
 

 
 

Total Assets
$
6,570,554

 
 

 
 

 
$
6,193,879

 
 

 
 

 
$
5,783,771

 
 

 
 

Liabilities and Shareholder’s Equity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Savings
$
2,278,396

 
1,567

 
0.07

 
$
2,117,186

 
1,402

 
0.07

 
$
1,980,151

 
1,257

 
0.06

Interest-bearing checking
902,678

 
238

 
0.03

 
839,339

 
173

 
0.02

 
782,811

 
139

 
0.02

Money market
142,068

 
168

 
0.12

 
160,700

 
202

 
0.13

 
164,568

 
205

 
0.12

Time certificates
696,799

 
7,687

 
1.10

 
565,135

 
5,390

 
0.95

 
449,179

 
3,747

 
0.83

Total interest-bearing deposits
4,019,941

 
9,660

 
0.24

 
3,682,360

 
7,167

 
0.19

 
3,376,709

 
5,348

 
0.16

Advances from Federal Home Loan Bank
79,374

 
2,245

 
2.83

 
101,597

 
3,160

 
3.11

 
100,438

 
3,146

 
3.13

Securities sold under agreements to repurchase
97,535

 
251

 
0.26

 
169,730

 
2,428

 
1.43

 
219,351

 
2,832

 
1.29

Total interest-bearing liabilities
4,196,850

 
12,156

 
0.29

 
3,953,687

 
12,755

 
0.32

 
3,696,498

 
11,326

 
0.31

Noninterest bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Deposits
1,672,780

 
 

 
 

 
1,559,132

 
 

 
 

 
1,426,962

 
 

 
 

Other
102,789

 
 

 
 

 
102,302

 
 

 
 

 
109,386

 
 

 
 

Shareholder’s equity
598,135

 
 

 
 

 
578,758

 
 

 
 

 
550,925

 
 

 
 

Total Liabilities and Shareholder’s Equity
$
6,570,554

 
 

 
 

 
$
6,193,879

 
 

 
 

 
$
5,783,771

 
 

 
 

Net interest income
 

 
$
224,151

 
 

 
 

 
$
206,213

 
 

 
 

 
$
188,576

 
 

Net interest margin (%) 4
 

 
 

 
3.69

 
 

 
 

 
3.59

 
 

 
 

 
3.53

1  
Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $0.2 million, $0.01 million and nil for 2017, 2016 and 2015, respectively.
2  
Includes loans held for sale, at lower of cost or fair value, of $7.4 million, $5.4 million and $5.6 million as of December 31, 2017, 2016 and 2015, respectively.
3  
Includes recognition of net deferred loan fees of $1.7 million, $2.8 million and $2.7 million for 2017, 2016 and 2015 respectively, together with interest accrued prior to suspension of interest accrual on nonaccrual loans.
4  
Defined as net interest income, on a fully taxable equivalent basis, as a percentage of average total interest-earning assets.
Earning assets, costing liabilities and other factors .  Earnings of ASB depend primarily on net interest income, which is the difference between interest earned on earning assets and interest paid on costing liabilities. The interest rate environment has been impacted by disruptions in the financial markets over a period of several years. These conditions have begun to

69



moderate with the interest rate increases in the past year which resulted in an increase in ASB's net interest income and net interest margin.
Loan originations and mortgage-related securities are ASB’s primary earning assets.
Loan portfolio .  ASB’s loan volumes and yields are affected by market interest rates, competition, demand for financing, availability of funds and management’s responses to these factors. See Note 4 of the Consolidated Financial Statements for the composition of ASB’s loans receivable.
The decrease in the total loan portfolio from $4.7 billion at the end of 2016 to $4.6 billion at the end of 2017 was primarily due to a decrease in the commercial real estate and commercial loan portfolios. The decrease in the commercial real estate loan portfolio was primarily due to the payoff of a large commercial real estate credit. The decrease in the commercial loan portfolio was primarily due to ASB's strategic reduction in its national syndicated lending portfolio. The bank experienced growth in the residential 1-4 family, HELOC, and consumer loan portfolios, which was consistent with ASB’s portfolio mix targets and loan growth strategy. See “Loans receivable” in Note 4 of the Consolidated Financial Statements, which sets forth ASB's loan balances as of December 31, 2017 and 2016.
Home equity — key credit statistics. Attention has been given by regulators and rating agencies to the potential for increased exposure to credit losses associated with HELOCs that were originated during the period of rapid home price appreciation between 2003 and 2007 as they have reached, or are starting to reach, the end of their 10-year, interest only payment periods. Once the interest only payment period has ended, payments are reset to include principal repayments along with interest. ASB does not have a large exposure to HELOCs originated between 2003 and 2007. Nearly all of the HELOC originations prior to 2008 consisted of amortizing equity lines that have structured principal payments during the draw period. These older equity lines represent 1% of the portfolio and are included in the amortizing balances identified in the loan portfolio table below.
December 31
 
2017
 
2016
Outstanding balance of home equity loans (in thousands)
 
$
913,052

 
$
863,163

Percent of portfolio in first lien position
 
48.0
 %
 
45.1
%
Net charge-off (recovery) ratio
 
(0.03
)%
 
0.01
%
Delinquency ratio
 
0.28
 %
 
0.35
%
 
 
 
 
 
 
 
End of draw period – interest only
 
Current
December 31, 2017
 
Total
 
Interest only
 
2018-2019
 
2020-2022
 
Thereafter
 
amortizing
Outstanding balance (in thousands)
 
$
913,052

 
$
718,231

 
$
70,443

 
$
116,936

 
$
530,852

 
$
194,821

% of total
 
100
%
 
79
%
 
8
%
 
13
%
 
58
%
 
21
%
 
                        The HELOC portfolio makes up 20% of the total loan portfolio and is generally an interest-only revolving loan for a 10-year period, after which time the HELOC outstanding balance converts to a fully amortizing variable rate term loan with a 20-year amortization period. This product type comprises 79% of the total HELOC portfolio and is the current product offering. Borrowers also have a “Fixed Rate Loan Option” to convert a part of their available line of credit into a 5, 7 or 10-year fully amortizing fixed rate loan with level principal and interest payments. As of December 31, 2017, approximately 20% of the portfolio balances were amortizing loans under the Fixed Rate Loan Option.
Loan portfolio risk elements.  When a borrower fails to make a required payment on a loan and does not cure the delinquency promptly, the loan is classified as delinquent. If delinquencies are not cured promptly, ASB normally commences a collection action, including foreclosure proceedings in the case of real estate secured loans. In a foreclosure action, the property securing the delinquent debt is sold at a public auction in which ASB may participate as a bidder to protect its interest. If ASB is the successful bidder, the property is classified as real estate owned until it is sold.
See “Allowance for loan losses” in Note 4 of the Consolidated Financial Statements for information with respect to nonperforming assets. The level of nonperforming loans has continued to decrease with the improving Hawaii economy.
Allowance for loan losses.  See “Allowance for loan losses” in Note 4 of the Consolidated Financial Statements for the tables which sets forth the allocation of ASB’s allowance for loan losses. For 2017, the allowance for loan losses decreased by $1.9 million primarily due to lower loan loss reserves for the commercial, commercial construction and commercial real estate loan portfolios as a result of a decrease in the portfolio balances and improving credit trends, partly offset by additional loss reserves for the consumer and HELOC loan portfolios.

70



Investment securities .  ASB’s investment portfolio was comprised as follows:
December 31
 
2017
 
2016
 
2015
(dollars in thousands)
 
Balance
 
% of total
 
Balance
 
% of total
 
Balance
 
% of total
U.S. Treasury and federal agency obligations
 
$
184,298

 
13
%
 
$
192,281

 
18
%
 
$
212,959

 
26
%
Mortgage-related securities — FNMA, FHLMC and GNMA
 
1,245,988

 
86

 
897,474

 
81

 
607,689

 
74

Mortgage revenue bond
 
15,427

 
1

 
15,427

 
1

 

 

Total investment securities
 
$
1,445,713

 
100
%
 
$
1,105,182

 
100
%
 
820,648

 
100
%
 
Principal and interest on mortgage-related securities issued by Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and Government National Mortgage Association (GNMA) are guaranteed by the issuer and, in the case of GNMA, backed by the full faith and credit of the U.S. government. U.S. Treasury securities are also backed by the full faith of the U.S. government. The increase in investment securities was due to the purchase of agency mortgage-related securities with excess liquidity.
The net unrealized losses on ASB’s investment securities were primarily caused by movements in interest rates. All contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Based upon ASB's evaluation at December 31, 2017, 2016, and 2015 there was no indicated impairment as the Bank expects to collect the contractual cash flows for these investments. See “Investment securities” in Note 1 of the Consoldiated Financial Statements for a discussion of securities impairment assessment.
As of December 31, 2017, 2016 and 2015, ASB did not have any private-issue mortgage-related securities.
Deposits and other borrowings .  Deposits continue to be the largest source of funds for ASB and are affected by market interest rates, competition and management’s responses to these factors. Deposit retention and growth will remain challenging in the current environment due to competition for deposits and the low level of short-term interest rates. Advances from the FHLB of Des Moines and securities sold under agreements to repurchase continue to be additional sources of funds. As of December 31, 2017 and 2016, ASB’s costing liabilities consisted of 97% deposits and 3% other borrowings. See Note 4 of the Consolidated Financial Statements for the composition of ASB’s deposit liabilities and other borrowings.
Federal Home Loan Bank of Des Moines. As of December 31, 2017 and 2016, ASB had $50 million and $100 million, respectively, of advances outstanding at the FHLB of Des Moines. The decrease in advances outstanding was due to the payoff of a maturing FHLB advance. As of December 31, 2017, the unused borrowing capacity with the FHLB of Des Moines was $1.8 billion. The FHLB of Des Moines continues to be an important source of liquidity for ASB.
Other factors .  Interest rate risk is a significant risk of ASB’s operations and also represents a market risk factor affecting the fair value of ASB’s investment securities. Increases and decreases in prevailing interest rates generally translate into decreases and increases in the fair value of the investment securities, respectively. In addition, changes in credit spreads also impact the fair values of the investment securities.
As of December 31, 2017, ASB had an unrealized loss, net of taxes, on available-for-sale investment securities (including securities pledged for repurchase agreements) in AOCI of $15.0 million compared to an unrealized loss, net of taxes, of $7.9 million as of December 31, 2016. See “Quantitative and qualitative disclosures about market risk.”
Legislation and regulation.   ASB is subject to extensive regulation, principally by the OCC and the FDIC. Depending on ASB’s level of regulatory capital and other considerations, these regulations could restrict the ability of ASB to compete with other institutions and to pay dividends to its shareholder. See the discussion below under “Liquidity and capital resources.” Also see “Federal Deposit Insurance Corporation Assessment” in Note 4 of the Consolidated Financial Statements.
Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) .   Regulation of the financial services industry, including regulation of HEI, ASB Hawaii and ASB, has changed and will continue to change as a result of the enactment of the Dodd-Frank Act, which became law in July 2010. Importantly for HEI, ASB Hawaii and ASB, under the Dodd-Frank Act all of the functions of the OTS transferred on July 21, 2011 to the OCC, the FDIC, the FRB and the Consumer Financial Protection Bureau (Bureau). Supervision and regulation of HEI and ASB Hawaii, as thrift holding companies, moved to the FRB, and supervision and regulation of ASB, as a federally chartered savings bank, moved to the OCC. While the laws and regulations applicable to HEI and ASB did not generally change, the applicable laws and regulations are being interpreted, and new and amended regulations may be adopted, by the FRB, the OCC and the Bureau. In addition, HEI will continue to be required to serve as a source of strength to ASB in the event of its financial distress. The Dodd-Frank Act also imposed new restrictions on the ability of a savings bank to pay dividends should it fail to remain a qualified thrift lender.

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More stringent affiliate transaction rules now apply to ASB in the securities lending, repurchase agreement and derivatives areas. Standards were raised with respect to the ability of ASB to merge with or acquire another institution. In reviewing a potential merger or acquisition, the approving federal agency will need to consider the extent to which the proposed transaction will result in “greater or more concentrated risks to the stability of the U.S. banking or financial system.”
The Dodd-Frank Act established the Bureau. It has authority to prohibit practices it finds to be unfair, deceptive or abusive, and it may also issue rules requiring specified disclosures and the use of new model forms. On January 10, 2013, the Bureau issued the Ability-to-Repay rule which closed for comment on February 25, 2013. For mortgages, among other things, (i) potential borrowers have to supply financial information, and lenders must verify it, (ii) to qualify for a particular loan, a consumer has to have sufficient assets or income to pay back the loan, and (iii) lenders have to determine the consumer’s ability to repay both the principal and the interest over the long term - not just during an introductory period when the rate may be lower. 
ASB may also be subject to new state regulation because of a provision in the Dodd-Frank Act that acknowledges that a federal savings bank may be subject to state regulation and allows federal law to preempt a state consumer financial law on a “case by case” basis only when (1) the state law would have a discriminatory effect on the bank compared to that on a bank chartered in that state, (2) the state law prevents or significantly interferes with a bank’s exercise of its power or (3) the state law is preempted by another federal law.
The Dodd-Frank Act also adopts a number of provisions that impact the mortgage industry, including the imposition of new specific duties on the part of mortgage originators (such as ASB) to act in the best interests of consumers and to take steps to ensure that consumers will have the capability to repay loans they may obtain, as well as provisions imposing new disclosure requirements and requiring appraisal reforms.
Also, the Dodd-Frank Act directs the Bureau to publish rules and forms that combine certain disclosures that consumers receive in connection with applying for and closing on a mortgage loan under the Truth in Lending Act and the Real Estate Settlement Procedures Act. Consistent with this requirement, the Bureau amended Regulation X (Real Estate Settlement Procedures Act) and Regulation Z (Truth in Lending) to establish new disclosure requirements and forms in Regulation Z for most closed-end consumer credit transactions secured by real property. In addition to combining the existing disclosure requirements and implementing new requirements, the final rule provides extensive guidance regarding compliance with those requirements. This rule was effective October 3, 2015.
The “Durbin Amendment” to the Dodd-Frank Act required the FRB to issue rules to ensure that debit card interchange fees are “reasonable and proportional” to the processing costs incurred. In June 2011, the FRB issued a final rule establishing standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions. Under the final rule, effective October 1, 2011, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is 21-24 cents, depending on certain components. Financial institutions and their affiliates that have less than $10 billion in assets are exempt from this Amendment; however, on July 1, 2013, ASB became non-exempt as the consolidated assets of HEI exceeded $10 billion. The debit card interchange fees received by ASB have been lower as a result of the application of this Amendment.
Final Capital Rules .  On July 2, 2013, the FRB finalized its rule implementing the Basel III regulatory capital framework. The final rule would apply to banking organizations of all sizes and types regulated by the FRB and the OCC, except bank holding companies subject to the FRB’s Small Bank Holding Company Policy Statement and Savings & Loan Holding Companies (SLHCs) substantially engaged in insurance underwriting or commercial activities. HEI currently meets the requirements of the exemption as a top-tier grandfathered unitary SLHC that derived, as of June 30 of the previous calendar year, either 50% or more of its total consolidated assets or 50% or more of its total revenues on an enterprise-wide basis (calculated under GAAP) from activities that are not financial in nature pursuant to Section 4(k) of the Bank Holding Company Act. The FRB is temporarily excluding these SLHCs from the final rule while it considers a proposal relating to capital and other requirements for SLHC intermediate holding companies (such as ASB Hawaii). The FRB indicated that it would release a proposal on intermediate holding companies that would specify the criteria for establishing and transferring activities to intermediate holding companies and propose to apply the FRB’s capital requirements to such intermediate holding companies. The FRB has not yet issued such a proposal, or a proposal on how to apply the Basel III capital rules to SLHCs that are substantially engaged in commercial or insurance underwriting activities, such as grandfathered unitary SLHCs like HEI.
Pursuant to the final rule and consistent with the proposals, all banking organizations, including covered holding companies, would initially be subject to the following minimum regulatory capital requirements: a common equity Tier 1 capital ratio of 4.5%, a Tier 1 capital ratio of 6%, a total capital ratio of 8% of risk-weighted assets and a tier 1 leverage ratio of 4%, and these requirements would increase in subsequent years. In order to avoid restrictions on capital distributions and discretionary bonus payments to executive officers, the final rule requires a banking organization to hold a buffer of common equity tier 1 capital above its minimum capital requirements in an amount greater than 2.5% of total risk-weighted assets

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(capital conservation buffer). In addition, a countercyclical capital buffer would expand the capital conservation buffer by up to 2.5% of a banking organization’s total risk-weighted assets for advanced approaches banking organizations. The final rule would establish qualification criteria for common equity, additional tier 1 and tier 2 capital instruments that help to ensure their ability to absorb losses. All banking organizations would be required to calculate risk-weighted assets under the standardized approach, which harmonizes the banking agencies’ calculation of risk-weighted assets and address shortcomings in capital requirements identified by the agencies. The phased-in effective dates of the capital requirements under the final rule are:
Minimum Capital Requirements
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
%
The final rule was effective January 1, 2015 for ASB. As of December 31, 2017, ASB met the new capital requirements with a Common equity Tier-1 ratio of 13.0%, a Tier-1 capital ratio of 13.0%, a Total capital ratio of 14.2% and a Tier-1 leverage ratio of 8.6%.
Subject to the timing and final outcome of the FRB’s SLHC intermediate holding company proposal, HEI anticipates that the capital requirements in the final rule will eventually be effective for HEI or ASB Hawaii as well. If the fully phased-in capital requirements were currently applicable to HEI, management believes HEI would satisfy the capital requirements, including the fully phased-in capital conservation buffer. Management cannot predict what final rule the FRB may adopt concerning intermediate holding companies or their impact on ASB Hawaii, if any.
Military Lending Act. The Department of Defense (DOD) amended its regulation that implements the Military Lending Act (MLA), which became effective on October 3, 2016. The DOD amended its regulation primarily for the purpose of extending the protections of the MLA to a broader range of closed-end and open-end credit products. It initially applied to three narrowly-defined “consumer credit” products: closed-end payday loans; closed-end auto title loans; and closed-end tax refund anticipation loans. The DOD revised the scope of the definition of ‘‘consumer credit’’ to be generally consistent with the credit products that have been subject to the requirements of the Regulation Z, namely: credit offered or extended to a covered borrower primarily for personal, family, or household purposes and that is (i) subject to a finance charge or (ii) payable by a written agreement in more than four installments.
Additionally, the DOD elected to exercise its discretion by generally requiring any fees for credit insurance products or for credit-related ancillary products to be included in the Military Annual Percentage Rate. The DOD also modified the disclosures that a creditor must provide to a covered borrower and implemented the enforcement provisions of the MLA. ASB has modified certain products, practices and associated training to conform to these changes.

Effective December 14, 2017, the DOD released changes to its interpretive rule clarifying provisions of the MLA. Among the amendments is a clarification that the exemption for purchase money loans includes loans that are used not only to purchase the item securing the loan but also to purchase related items, such as extended warranties on a car. The release also clarified the foregoing in the context of loans secured by a deposit account, remotely created checks to make loan payments, lenders' use of the right of offset and the timing of checking military status to qualify for the MLA safe harbor.

Overtime Rules. The Secretary of Labor updated the overtime regulations of the Fair Labor Standards Act to simplify and modernize them. The Department of Labor issued final rules that will raise the salary threshold indicating eligibility from $455/week to $913/week ($47,476 per year), and update automatically the salary threshold every three years, based on wage growth over time, increasing predictability. The final rule was to become effective on December 1, 2016. In late-November 2016 however, the U.S. District Court in the Eastern District of Texas granted a nationwide preliminary injunction that blocked the final rule, saying the Department of Labor's rule exceeds the authority the agency was delegated by Congress. Despite this block, ASB modified its salaries in the fourth quarter of 2016 such that it is in voluntary compliance with the final rule. On July 26, 2017, the Department of Labor published a Request for Information Defining and Delimiting the Exemptions for Executive, Administrative, Professional, Outside Sales and Computer Employees (RFI). On August 31, 2017, U.S. District Court in the Eastern District of Texas granted summary judgment against the Department of Labor in consolidated cases challenging the final rule published on May 23, 2016. The court held that the final rule's salary level exceeded the Department of Labor's

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authority and concluded that the final rule was invalid. The Department of Labor has not yet released a proposed rule associated with RFI.

Arbitration Agreements. Pursuant to section 1028(b) of the Dodd-Frank Act, on July 19, 2017, the Bureau issued a final rule to regulate arbitration agreements in contracts for specified consumer financial product and services. First, the final rule prohibits covered providers of certain consumer financial products and services from using an agreement with a consumer that provides for arbitration of any future dispute between the parties to bar the consumer from filing or participating in a class action concerning the covered consumer financial product or service. Second, the final rule requires covered providers that are involved in arbitration pursuant to a pre-dispute arbitration agreement to submit specified arbitral records to the Bureau and also to submit specified court records. The compliance date for this regulation is March 19, 2018. Under the Congressional Review Act, the U.S. House of Representatives voted to overturn the final rule on July 25, 2017, and the U.S. Senate did the same on October 24, 2017. On November 1, 2017, the President signed the repeal of the final rule. In light of this, ASB did not modify its existing agreements.
Stock in FHLB.   In the second quarter of 2015, the FHLB of Des Moines and the FHLB of Seattle successfully completed the merger of the two banks and operated as one under the name FHLB of Des Moines as of June 1, 2015. The FHLB of Des Moines will continue to be a source of liquidity for ASB.
As of December 31, 2017 and 2016, ASB’s stock in FHLB of Des Moines ($9.7 million and $11.2 million, respectively) was carried at cost because it can only be redeemed at par. There is a minimum required investment in such stock based on measurements of ASB’s capital, assets and/or borrowing levels. In 2017, 2016 and 2015, ASB received cash dividends of $208,000, $191,000 and $147,000, respectively, on its FHLB Stock.
Mortgage Servicing Rights. As of December 31, 2017 and 2016, ASB's mortgage servicing rights had a net carrying amount of $8.6 million and $9.4 million, respectively. The decrease in the net carrying amount was due to amortization expense recorded during the year.
Liquidity and capital resources.
December 31
2017

 
% change

 
2016

 
% change

(dollars in millions)
 

 
 

 
 

 
 

Total assets
$
6,799

 
6

 
$
6,421

 
7

Investment securities
1,446

 
31

 
1,105

 
35

Loans receivable held for investment, net
4,617

 
(1
)
 
4,683

 
3

Deposit liabilities
5,891

 
6

 
5,549

 
10

Other bank borrowings
191

 
(1
)
 
193

 
(41
)
As of December 31, 2017, ASB was one of Hawaii’s largest financial institutions based on assets of $6.8 billion and deposits of $5.9 billion.
ASB’s principal sources of liquidity are customer deposits, borrowings and the maturity and repayment of portfolio loans and securities. ASB’s deposits as of December 31, 2017 were $342 million higher than December 31, 2016. ASB’s principal sources of borrowings are advances from the FHLB and securities sold under agreements to repurchase from broker/dealers and commercial account holders. As of December 31, 2017, FHLB borrowings totaled $50 million, representing 0.7% of assets. ASB is approved to borrow from the FHLB up to 35% of ASB’s assets to the extent it provides qualifying collateral and holds sufficient FHLB stock. As of December 31, 2017, ASB’s unused FHLB borrowing capacity was approximately $1.8 billion. As of December 31, 2017, securities sold under agreements to repurchase totaled $141 million, representing 2.1% of assets. ASB utilizes deposits, advances from the FHLB and securities sold under agreements to repurchase to fund maturing and withdrawn deposits, repay maturing borrowings, fund existing and future loans and purchase investment and mortgage-related securities. As of December 31, 2017, ASB had commitments to borrowers for loans and unused lines and letters of credit of $1.8 billion, of which, ASB did not have commitments to borrowers whose loan terms have been modified in troubled debt restructurings. Management believes ASB’s current sources of funds will enable it to meet these obligations while maintaining liquidity at satisfactory levels.
As of December 31, 2017 and 2016, ASB had $23.6 million and $23.3 million of loans on nonaccrual status, respectively, or 0.5% of net loans outstanding for both years ended. As of December 31, 2017 and 2016, ASB had $0.1 million and $1.2 million, respectively, of real estate acquired in settlement of loans.
In 2017, operating activities provided cash of $109 million. Net cash of $366 million was used by investing activities primarily due to purchases of available-for-sale investment securities of $528 million, capital expenditures of $53 million,

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purchases of held-to-maturity investment securities of $45 million, and contributions to low-income housing investments of $18 million, partly offset by receipt of repayments from available-for-sale investment securities of $220 million, proceeds from the sale of commercial loans of $37 million, and a net decrease in loans receivable of $16 million. Financing activities provided net cash of $302 million primarily due to a net increase in deposits of $342 million, a net increase in retail repurchase agreements of $62 million, proceeds from FHLB advances of $60 million, partly offset by principal payments on FHLB advances of $110 million, common stock dividends to HEI (through ASB Hawaii) of $38 million, and repayments of securities sold under agreements to repurchase of $14 million.
ASB believes that maintaining a satisfactory regulatory capital position provides a basis for public confidence, affords protection to depositors, helps to ensure continued access to capital markets on favorable terms and provides a foundation for growth. FDIC regulations restrict the ability of financial institutions that are not well-capitalized to compete on the same terms as well-capitalized institutions, such as by offering interest rates on deposits that are significantly higher than the rates offered by competing institutions. As of December 31, 2017, ASB was well-capitalized (see “Regulation—Capital requirements” below for ASB’s capital ratios).
For a discussion of ASB dividends, see “Common stock equity” in Note 4 of the Consolidated Financial Statements.
See "Commitments" and "Contingency" in Note 4 of the Consolidated Financial Statements for a discussion of commitments and contingencies and off-balance sheet arrangements.
Certain factors that may affect future results and financial condition.   Also see “Cautionary Note Regarding Forward-Looking Statements” and “Certain factors that may affect future results and financial condition” for Consolidated HEI above.
Competition .  The banking industry in Hawaii is highly competitive. ASB is one of Hawaii’s largest financial institutions, based on total assets, and is in direct competition for deposits and loans, not only with larger institutions, but also with smaller institutions that are heavily promoting their services in certain niche areas, such as providing financial services to small- and medium-sized businesses, and national organizations offering financial services. ASB’s main competitors are banks, savings associations, credit unions, mortgage brokers, finance companies and securities brokerage firms. These competitors offer a variety of lending, deposit and investment products to retail and business customers.
The primary factors in competing for deposits are interest rates, the quality and range of services offered, marketing, convenience of locations, hours of operation, other non-branch channels such as online and mobile banking and perceptions of the institution’s financial soundness and safety. To meet competition, ASB offers a variety of savings and checking accounts at competitive rates, convenient business hours, convenient branch locations with interbranch deposit and withdrawal privileges at each branch, convenient automated teller machines and an upgrade of the Bank's electronic banking platform. ASB also conducts advertising and promotional campaigns.
The primary factors in competing for first mortgage and other loans are interest rates, loan origination fees and the quality and range of lending and other services offered. ASB believes that it is able to compete for such loans primarily through the competitive interest rates and loan fees it charges, the type of mortgage loan programs it offers and the efficiency and quality of the services it provides to individual borrowers and the business community.
ASB is a full-service community bank serving both consumer and commercial customers and has been diversifying its loan portfolio from single-family home mortgages to higher-spread, shorter-duration consumer, commercial and commercial real estate loans. The origination of consumer, commercial and commercial real estate loans involves risks and other considerations different from those associated with originating residential real estate loans. For example, the sources and level of competition may be different and credit risk is generally higher than for residential mortgage loans. These different risk factors are considered in the underwriting and pricing standards and in the allowance for loan losses established by ASB for its consumer, commercial and commercial real estate loans.
U.S. capital markets and credit and interest rate environment Volatility in U.S. capital markets may negatively impact the fair values of investment and mortgage-related securities held by ASB. As of December 31, 2017, the fair value and carrying value of the investment and mortgage-related securities held by ASB was $1.4 billion.
Interest rate risk is a significant risk of ASB’s operations. ASB actively manages this risk, including managing the relationship of its interest-sensitive assets to its interest-sensitive liabilities. Persistent low levels of interest rates have made it challenging to find investments with adequate risk-adjusted returns and had a negative impact on ASB’s asset yields and net interest margin. If the current interest rate environment persists, the potential for compression of ASB’s net interest margin will continue. ASB also manages the credit risk associated with its lending and securities portfolios, but a deep and prolonged recession led by a material decline in housing prices could materially impair the value of its portfolios. See “Quantitative and Qualitative Disclosures about Market Risk” below.

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Technological developments .   New technological developments (e.g., significant advances in internet banking) may impact ASB’s future competitive position, results of operations and financial condition.
Environmental matters .   Prior to extending a loan collateralized by real property, ASB conducts due diligence to assess whether or not the property may present environmental risks and potential cleanup liability. In the event of default and foreclosure of a loan, ASB may become the owner of the mortgaged property. For that reason, ASB seeks to avoid lending upon the security of, or acquiring through foreclosure, any property with significant potential environmental risks; however, there can be no assurance that ASB will successfully avoid all such environmental risks.
Regulation ASB is subject to examination and comprehensive regulation by the Department of Treasury, OCC and the FDIC, and is subject to reserve requirements established by the Board of Governors of the Federal Reserve System. Regulation by these agencies focuses in large measure on the adequacy of ASB’s capital and the results of periodic “safety and soundness” examinations conducted by the OCC.
Capital requirements .  The OCC, which is ASB’s principal regulator, administers two sets of capital standards—minimum regulatory capital requirements and prompt corrective action requirements. The FDIC also has prompt corrective action capital requirements. As of December 31, 2017, ASB was in compliance with OCC minimum regulatory capital requirements and was “well-capitalized” within the meaning of OCC prompt corrective action regulations and FDIC capital regulations, as follows:
ASB met applicable minimum regulatory capital requirements (noted in parentheses) as of December 31, 2017 with a Tier 1 leverage ratio of 8.6% (4.0%), a common equity Tier 1 capital ratio of 13.0% (4.5%), a Tier 1 capital ratio of 13.0% (6.0%) and a total capital ratio of 14.2% (8.0%).
ASB met the capital requirements to be generally considered “well-capitalized” (noted in parentheses) as of December 31, 2017 with a Tier 1 leverage ratio of 8.6% (5.0%), a common equity Tier 1 capital ratio of 13.0% (6.5%), a Tier 1 capital ratio of 13.0% (8.0%) and a total capital ratio of 14.2% (10.0%).
The purpose of the prompt corrective action capital requirements is to establish thresholds for varying degrees of oversight and intervention by regulators. Declines in levels of capital, depending on their severity, will result in increasingly stringent mandatory and discretionary regulatory consequences. Capital levels may decline for any number of reasons, including reductions that would result if there were losses from operations, deterioration in collateral values or the inability to dispose of real estate owned (typically acquired by foreclosure). The regulators have substantial discretion in the corrective actions they might direct and could include restrictions on dividends and other distributions that ASB may make to HEI (through ASB Hawaii) and the requirement that ASB develop and implement a plan to restore its capital. Under an agreement with regulators entered into by HEI when it acquired ASB, HEI currently could be required to contribute to ASB up to an additional $28.3 million of capital, if necessary, to maintain ASB’s capital position.
Examinations.   ASB is subject to periodic “safety and soundness” examinations and other examinations by the OCC. In conducting its examinations, the OCC utilizes the Uniform Financial Institutions Rating System adopted by the Federal Financial Institutions Examination Council, which system utilizes the “CAMELS” criteria for rating financial institutions. The six components in the rating system are: C apital adequacy, A sset quality, M anagement, E arnings, L iquidity and S ensitivity to market risk. The OCC examines and rates each CAMELS component. An overall CAMELS rating is also given, after taking into account all of the component ratings. A financial institution may be subject to formal regulatory or administrative direction or supervision such as a “memorandum of understanding” or a “cease and desist” order following an examination if its CAMELS rating is not satisfactory. An institution is prohibited from disclosing the OCC’s report of its safety and soundness examination or the component and overall CAMELS rating to any person or organization not officially connected with the institution as an officer, director, employee, attorney or auditor, except as provided by regulation. The OCC also regularly examines ASB’s information technology practices and its performance under Community Reinvestment Act measurement criteria.
The Federal Deposit Insurance Act, as amended, addresses the safety and soundness of the deposit insurance system, supervision of depository institutions and improvement of accounting standards. Pursuant to this Act, federal banking agencies have promulgated regulations that affect the operations of ASB and its holding companies (e.g., standards for safety and soundness, real estate lending, accounting and reporting, transactions with affiliates and loans to insiders). FDIC regulations restrict the ability of financial institutions that fail to meet relevant capital measures to engage in certain activities, such as offering interest rates on deposits that are significantly higher than the rates offered by competing institutions. As of December 31, 2017, ASB was “well-capitalized” and thus not subject to these restrictions.
Qualified Thrift Lender status.   ASB is a “qualified thrift lender” (QTL) under its federal thrift charter and, in order to maintain this status, ASB is required to maintain at least 65% of its assets in “qualified thrift investments,” which include housing-related loans (including mortgage-related securities) as well as certain small business loans, education loans, loans

76



made through credit card accounts and a basket (not exceeding 20% of total assets) of other consumer loans and other assets. Institutions that fail to maintain QTL status are subject to various penalties, including limitations on their activities. In ASB’s case, the activities of HEI, ASB Hawaii and HEI’s other subsidiaries would also be subject to restrictions if ASB failed to maintain its QTL status, and a failure or inability to comply with those restrictions could effectively result in the required divestiture of ASB. As of December 31, 2017, ASB was a qualified thrift lender.
Unitary savings and loan holding company .  The Gramm-Leach-Bliley Act of 1999 (Gramm Act) permitted banks, insurance companies and investment firms to compete directly against each other, thereby allowing “one-stop shopping” for an array of financial services. Although the Gramm Act further restricted the creation of so-called “unitary savings and loan holding companies” (i.e., companies such as HEI whose subsidiaries include one or more savings associations and one or more nonfinancial subsidiaries), the unitary savings and loan holding company relationship among HEI, ASB Hawaii and ASB is “grandfathered” under the Gramm Act so that HEI and its subsidiaries will be able to continue to engage in their current activities so long as ASB maintains its QTL status. Under the Gramm Act, any proposed sale of ASB would have to satisfy applicable statutory and regulatory requirements and potential acquirers of ASB would most likely be limited to companies that are already qualified as, or capable of qualifying as, either a traditional savings and loan association holding company or a bank holding company, or as one of the authorized financial holding companies permitted under the Gramm Act. There have been legislative proposals in the past which would operate to eliminate the thrift charter or the grandfathered status of HEI as a unitary thrift holding company and effectively require the divestiture of ASB.
Material estimates and critical accounting policies.   Also see “Material estimates and critical accounting policies” for Consolidated HEI above.
Allowance for loan losses .  See Note 1 of the Consolidated Financial Statements and the discussion above under “Earning assets, costing liabilities and other factors.” ASB maintains an allowance for loan losses believed to be adequate to absorb losses inherent in its loan portfolio. The level of allowance for loan losses is based on a continuing assessment of existing risks in the loan portfolio, historical loss experience, changes in collateral values and current conditions (for example, economic conditions, real estate market conditions and interest rate environment). The allowance for loan losses is allocated to loan types using both a formula-based approach applied to groups of loans and an analysis of certain individual loans for impairment. The formula-based approach emphasizes loss factors primarily derived from actual historical default and loss rates, which are combined with an assessment of certain qualitative factors to determine the allowance amounts allocated to the various loan categories. Adverse changes in any of these factors could result in higher charge-offs and provision for loan losses.
ASB disaggregates the loan portfolio into loan segments for purposes of determining the allowance for loan losses. Commercial and commercial real estate loans are defined as non-homogeneous loans. ASB utilizes a risk rating system for evaluating the credit quality of such loans. Loans are rated based on the degree of risk at origination and periodically thereafter, as appropriate. Values are applied separately to the probability of default (borrower risk) and loss given default (transaction risk). ASB's credit review department performs an evaluation of these loan portfolios to ensure compliance with the internal risk rating system and timeliness of rating changes. Non-homogeneous loans are categorized into the regulatory asset quality classifications : Pass, Special Mention, Substandard, Doubtful, and Loss based on credit quality. For loans classified as substandard, an analysis is done to determine if the loan is impaired. A loan is deemed impaired when it is probable that ASB will be unable to collect all amounts due according to the contractual terms of the loan agreement. Once a loan is deemed impaired, ASB applies a valuation methodology to determine whether there is an impairment shortfall. The measurement of impairment may be based on (i) the present value of the expected future cash flows of the impaired loan discounted at the loan’s original effective interest rate, (ii) the observable market price of the impaired loan, or (iii) the fair value of the collateral, net of costs to sell. For all loans collateralized by real estate whose repayment is dependent on the sale of the underlying collateral property, ASB measures impairment by utilizing the fair value of the collateral, net of costs to sell; for other loans that are not considered collateral dependent, generally the discounted cash flow method is used to measure impairment. For loans collateralized by real estate that are classified as troubled debt restructured (TDR) loans, the present value of the expected future cash flows of the loans may also be used to measure impairment as these loans are expected to perform according to their restructured terms. Impairment shortfalls are charged to the provision for loan losses and included in the allowance for loan losses. However, impairment shortfalls that are deemed to be confirmed losses (uncollectible) are charged off, with the loan written down by the amount of the confirmed loss.
Residential, consumer and credit scored business loans are considered homogeneous loans, which are typically underwritten based on common, uniform standards, and are generally classified as to the level of loss exposure based on delinquency status. The homogeneous loan portfolios are stratified into individual products with common risk characteristics and segmented into various secured and unsecured loan product types. For the homogeneous portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. ASB supplements performance data with external credit bureau data and credit scores such as the Fair Isaac Corporation (FICO) score on a quarterly basis. ASB has built

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portfolio loss models for each major segment based on the combination of internal and external data to predict the probability of default at the loan level.
ASB's methodology for determining the allowance for loan losses was generally based on historic loss rates using various look-back periods. During the second quarter of 2014, ASB implemented enhancements to the loss rate calculation for estimating the allowance for loan losses that included several refinements to determining the probability of default and the loss given default for the various segments of the loan portfolio that are more statistically sound than those previously employed. The result is an estimated loss rate established for each loan. ASB believes that these enhancements improve the precision in estimating the allowance for loan losses. The enhancement did not have a material effect on the total allowance for loan losses or the provision for loan losses for 2014 and did result in the full allocation of the previously unallocated portion of the allowance for loan losses.
In conjunction with the above enhancement, management also adopted an enhanced risk rating system for monitoring and managing credit risk in the non-homogeneous loan portfolios that measures general creditworthiness at the borrower level. The numerical-based, risk rating “PD Model” takes into consideration fiscal year-end financial information of the borrower and identified financial attributes including retained earnings, operating cash flows, interest coverage, liquidity and leverage that demonstrate a strong correlation with default to assign default probabilities at the borrower level. In addition, a loss given default value is assigned to each loan to measure loss in the event of default based on loan specific features such as collateral that mitigates the amount of loss in the event of default. Together the PD Model and loss given default construct provide a more quantitative, data driven and consistent framework for measuring risk within the portfolio, on a loan by loan basis and for the ultimate collectability of each loan. Additionally, qualitative factors may be included in the estimation process.
The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and is included in accounts payable and other liabilities in the consolidated balance sheets. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk grading and historical loss rates. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the allowance for loan losses, as discussed above. Net adjustments to the reserve for unfunded commitments are included in other noninterest expense in the consolidated statements of income.
Management believes its allowance for loan losses adequately estimates actual loan losses that will ultimately be incurred. However, such estimates are based on currently available information and historical experience, and future adjustments may be required from time to time to the allowance for loan losses based on new information and changes that occur (e.g., due to changes in economic conditions, particularly in Hawaii). Actual losses could differ from management’s estimates, and these differences and subsequent adjustments could be material.
Nonperforming loans . Loans are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if management believes that the probability of collection is insufficient to warrant further accrual. All interest that is accrued but not collected is reversed. A loan may be returned to accrual status if (i) principal and interest payments have been brought current and ASB expects repayment of the remaining contractual principal and interest, (ii) the loan has otherwise become well-secured and collection efforts are reasonably expected to result in repayment of the debt, or (iii) the borrower has been making regularly scheduled payments in full for the prior six months and it is reasonably assured that the loan will be brought fully current within a reasonable period. Cash receipts on nonaccruing loans are generally applied to reduce the unpaid principal balance.
Loans considered to be uncollectible are charged-off against the allowance. The amount and timing of charge-offs on loans includes consideration of the loan type, length of delinquency, insufficiency of collateral value, lien priority and the overall financial condition of the borrower. Recoveries on loans previously charged-off are credited back to the allowance. Loans that have been charged-off against the allowance are periodically monitored to evaluate whether further adjustments to the allowance are necessary.
Loans in the commercial and commercial real estate portfolio are charged-off when the loan is risk rated “doubtful” or “loss.” The loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 90 days or more; (b) significant improvement in the borrower’s repayment capacity is doubtful; and/or (c) collateral value is insufficient to cover outstanding indebtedness and no other viable assets exist.
Loans in the residential mortgage and home equity portfolios are charged-off when the loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 180 days or more; (b) it is probable that collateral value is insufficient to cover outstanding indebtedness and no other viable assets exist; (c) notification of the

78



borrower’s bankruptcy is received; or (d) in cases where ASB is in a subordinate position to other debt, the senior lien holder has foreclosed and extinguished the junior lien.
Other consumer loans are generally charged-off when the balance becomes 120 days delinquent.
See "Nonperforming loans" in Note 1 of the Consolidated Financial Statements for additional information regarding ASB's nonperforming loans.
Troubled debt restructurings . A loan modification is deemed to be a TDR when the borrower is determined to be experiencing financial difficulties and ASB grants a concession it would not otherwise consider. When a borrower experiencing financial difficulty fails to make a required payment on a loan or is in imminent default, ASB takes a number of steps to improve the collectability of the loan and maximize the likelihood of full repayment. At times, ASB may modify or restructure a loan to help a distressed borrower improve their financial position to eventually be able to repay the loan fully, provided the borrower has demonstrated both the willingness and the ability to fulfill the modified terms. TDR loans are considered an alternative to foreclosure or liquidation with the goal of minimizing losses and maximizing recovery.
ASB may consider various types of concessions in granting a TDR, including maturity date extensions, extended amortization of principal, temporary deferral of principal payments, and temporary interest rate reductions. ASB rarely grants principal forgiveness in TDR modifications. Residential loan modifications generally involve interest rate reduction, extending the amortization period or interest only payments for a period of time. Land loans at origination are typically structured as a three-year term, interest-only monthly payment with a balloon payment due at maturity. Land loan TDR modifications typically involve extending the maturity date up to five years and converting the payments from interest-only to principal and interest monthly payments. Commercial loan modifications generally involve extensions of maturity dates, extending the amortization period and temporary deferral of principal payments. ASB generally do not reduce the interest rate on commercial loan TDR modifications. Occasionally, additional collateral and/or guaranties are obtained.
Certain TDRs that are current in payment status are classified as nonaccrual in accordance with regulatory guidance. These nonaccruing TDRs can be returned to accrual status when principal and interest have been current for at least six months and a well-documented evaluation of the borrower’s financial condition has been performed and indicates future payments are reasonably assured.
All TDR loans are classified as impaired and are segregated and reviewed separately when assessing the adequacy of the allowance for loan losses based on the appropriate method of measuring impairment. The financial impact of the calculated impairment amount is an increase to the allowance for loan losses associated with the modified loan. When available information confirms that specific loans or portions thereof are uncollectible (confirmed losses), these amounts are charged off against the allowance for loan losses.
Fair value . Fair value estimates are based on the price that would be received to sell an asset, or paid upon the transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value estimates are generally determined based on assumptions that market participants would use in pricing the asset or liability and are based on market data obtained from independent third party sources. However, in certain cases, ASB uses its own assumptions based on the best information available in certain circumstances. These valuations are estimates at a specific point in time, based on relevant market information, information about the financial instrument and judgments regarding future expected loss experience, economic conditions, risk characteristics of various financial instruments and other factors. These estimates do not reflect any premium or discount that could result if ASB were to sell its entire holdings of a particular financial instrument at one time. Because no active trading market exists for a portion of its financial instruments, fair value estimates cannot be determined with precision. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses could have a significant effect on fair value estimates, but have not been considered in making such estimates.
ASB classifies its financial assets and liabilities that are measured at fair value in accordance with the three level valuation hierarchy outlined as follows:
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 t 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.

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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.
Classification in the hierarchy is based upon the lowest level input that is significant to the fair value measurement of the asset or liability. For instruments classified in Level 1 and 2 where inputs are primarily based upon observable market data, there is less judgment applied in arriving at the fair value. For instruments classified in Level 3, management judgment is more significant due to the lack of observable market data.
Significant assets measured at fair value on a recurring basis include ASB's mortgage-related securities available for sale. These instruments are priced using an external pricing service and are classified as Level 2 within the fair value hierarchy. The third-party pricing services use a variety of methods to determine fair value including quoted prices for similar securities in an active market, yield spreads for similar trades, adjustments for liquidity, size, collateral characteristics, historic and generic prepayment speeds and other observable market factors. To enhance the robustness of the pricing process, ASB compares its standard third-party vendor’s price with that of another third-party vendor. If the prices are within an acceptable tolerance range, the price of the standard vendor will be accepted. If the variance is beyond the tolerance range, an evaluation will be conducted by the investment manager and a challenge to the price may be made. Fair value in such cases will be based on the value that best reflects the data and observable characteristics of the security. In all cases, the fair value used will have been independently determined by a third-party pricing vendor or non-affiliated broker.
Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include mortgage servicing rights accounted for by the amortization method, loan impairments for certain loans, real estate acquired in settlement of loans and goodwill.
See "Investment securities" and "Derivative financial instruments" in Note 4 and Note 14 of the Consolidated Financial Statements for additional information regarding ASB's fair value measurements.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
HEI and Hawaiian Electric (in the case of Hawaiian Electric, only the information related to Hawaiian Electric and its subsidiaries is applicable) :
The Company manages various market risks in the ordinary course of business, including credit risk and liquidity risk. The Company believes the electric utility and the “other” segment’s exposures to these two risks were not material as of December 31, 2017.
Credit risk for ASB is the risk that borrowers or issuers of securities will not be able to repay their obligations to the bank. Credit risk associated with ASB’s lending portfolios is controlled through its underwriting standards, loan rating of commercial and commercial real estate loans, on-going monitoring by loan officers, credit review and quality control functions in these lending areas and adequate allowance for loan losses. Credit risk associated with the securities portfolio is mitigated through investment portfolio limits, experienced staff working with analytical tools, monthly fair value analysis and on-going monitoring and reporting such as investment watch reports and loss sensitivity analysis. See “Allowance for loan losses” above and in Note 4 of the Consolidated Financial Statements.
Liquidity risk for ASB is the risk that the bank will not meet its obligations when they become due. Liquidity risk is mitigated by ASB’s asset/liability management process, on-going analytical analysis, monitoring and reporting information such as weekly cash-flow analyses and maintenance of liquidity contingency plans.
The Utilities are exposed to some commodity price risk primarily related to their fuel supply and IPP contracts. The Utilities' commodity price risk is substantially mitigated so long as they have their current ECACs in their rate schedules. The Utilities currently have no hedges against its commodity price risk.
The Company currently has no direct exposure to market risk from trading activities nor foreign currency exchange rate risk.
The Company considers interest rate risk to be a very significant market risk as it could potentially have a significant effect on the Company’s results of operations, financial condition and liquidity, especially as it relates to ASB, but also as it may affect the discount rate used to determine retirement benefit liabilities, the market value of retirement benefit plans’ assets and the Utilities’ allowed rates of return. Interest rate risk can be defined as the exposure of the Company’s earnings to adverse movements in interest rates.

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Bank interest rate risk
The Company’s success is dependent, in part, upon ASB’s ability to manage interest rate risk (IRR). ASB’s interest-rate risk profile is strongly influenced by its primary business of making fixed-rate residential mortgage loans and taking in retail deposits. Large mismatches in the amounts or timing between the maturity or repricing of interest sensitive assets or liabilities could adversely affect ASB’s earnings and the market value of its interest-sensitive assets and liabilities in the event of significant changes in the level of interest rates. Many other factors also affect ASB’s exposure to changes in interest rates, such as general economic and financial conditions, customer preferences and competition for loans or deposits.
ASB’s Asset/Liability Management Committee (ALCO), whose voting members are officers and employees of ASB, is responsible for managing interest rate risk and carrying out the overall asset/liability management objectives and activities of ASB as approved by the ASB Board of Directors. ALCO establishes policies under which management monitors and coordinates ASB’s assets and liabilities.
See Note 4 of the Consolidated Financial Statements for a discussion of the use of rate lock commitments on loans held for sale and forward sale contracts to manage some interest rate risk associated with ASB’s residential loan sale program.
Management of ASB measures interest-rate risk using simulation analysis with an emphasis on measuring changes in net interest income (NII) and the market value of interest-sensitive assets and liabilities in different interest-rate environments. The simulation analysis is performed using a dedicated asset/liability management software system enhanced with a mortgage prepayment model and a collateralized mortgage obligation database. The simulation software is capable of generating scenario-specific cash flows for all instruments using the specified contractual information for each instrument and product specific prepayment assumptions for mortgage loans and mortgage-related securities.
NII sensitivity analysis measures the change in ASB’s twelve-month, pretax NII in alternate interest rate scenarios. NII sensitivity is measured as the change in NII in the alternate interest-rate scenarios as a percentage of the base case NII. The base case interest-rate scenario is established using the current yield curve and assumes interest rates remain constant over the next twelve months. The alternate scenarios are created by assuming “rate ramps” or gradual interest changes and accomplished by moving the yield curve in a parallel fashion, over the next twelve month period, in increments of +/- 100 basis points. The simulation model forecasts scenario-specific principal and interest cash flows for the interest-bearing assets and liabilities, and the NII is calculated for each scenario. Key balance sheet modeling assumptions used in the NII sensitivity analysis include: the size of the balance sheet remains relatively constant over the simulation horizon and maturing assets or liabilities are reinvested in similar instruments in order to maintain the current mix of the balance sheet. In addition, assumptions are made about the prepayment behavior of mortgage-related assets, future pricing spreads for new assets and liabilities and the speed and magnitude with which deposit rates change in response to changes in the overall level of interest rates. Other NII sensitivity analysis may include scenarios such as yield curve twists or non-static balance sheet changes (such as changes to key balance sheet drivers).
Consistent with OCC guidelines, the market value or economic capitalization of ASB is measured as economic value of equity (EVE). EVE represents the theoretical market value of ASB’s net worth and is defined as the present value of expected net cash flows from existing assets minus the present value of expected cash flows from existing liabilities plus the present value of expected net cash flows from existing off-balance sheet contracts. Key assumptions used in the calculation of ASB’s EVE include the prepayment behavior of loans and investments, the possible distribution of future interest rates, pricing spreads for assets and liabilities in the alternate scenarios and the rate and balance behavior of deposit accounts with indeterminate maturities. EVE is calculated in multiple scenarios. As with the NII simulation, the base case is represented by the current yield curve. Alternate scenarios are created by assuming immediate parallel shifts in the yield curve in increments of +/- 100 basis points (bp) up to + 300 bp. The change in EVE is measured as the change in EVE in a given rate scenario from the base case and expressed as a percentage. To gain further insight into the IRR profile, additional analysis is periodically performed in alternate scenarios including rate shifts of greater magnitude and changes in key balance sheet drivers.
ASB’s interest-rate risk sensitivity measures as of December 31, 2017 and 2016 constitute “forward-looking statements” and were as follows:

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Change in NII
(gradual change in interest rates)
 
Change in EVE
(instantaneous change in interest rates)
Change in interest rates
(basis points)
 
December 31, 2017
 
December 31, 2016
 
December 31, 2017
 
December 31, 2016
+300
 
3.0
%
 
1.9
%
 
(8.0
)%
 
(8.0
)%
+200
 
2.4

 
0.8

 
(4.0
)
 
(4.6
)
+100
 
1.6

 

 
(0.6
)
 
(1.6
)
-100
 
(2.7
)
 
(0.5
)
 
(6.0
)
 
(1.6
)
Management believes that ASB’s interest rate risk position as of December 31, 2017 represents a reasonable level of risk. The NII profile under the rising interest rate scenarios were more asset sensitive for all rate increases as of December 31, 2017 compared to December 31, 2016. Asset sensitivity increased due to growth and shortening in duration of the investment portfolio allowing more assets to reprice up over a 12-month horizon. The implementation of a new asset/liability management system in the third quarter along with some modeling improvements further improved sensitivity.
ASB’s base EVE increased to $1.2 billion as of December 31, 2017 from $1.1 billion as of December 31, 2016 due to the growth and mix of the balance sheet. Growth in the investment portfolio was funded primarily with core deposits. The upward shift in short rates resulted in the market valuation of assets exceeding the valuation of liabilities.
EVE sensitivity to rising rates declined as of December 31, 2017, compared to December 31, 2016. Growth in shorter duration investment securities was funded with longer duration core deposits resulting in a net decrease in EVE sensitivity. In addition, the implementation of the new asset/liability management system along with some modeling improvements further decreased sensitivity.
The computation of the prospective effects of hypothetical interest rate changes on the NII sensitivity and the percentage change in EVE is based on numerous assumptions, including relative levels of market interest rates, loan prepayments, balance changes and pricing strategies, and should not be relied upon as indicative of actual results. To the extent market conditions and other factors vary from the assumptions used in the simulation analysis, actual results may differ materially from the simulation results. Furthermore, NII sensitivity analysis measures the change in ASB’s twelve-month, pretax NII in alternate interest rate scenarios, and is intended to help management identify potential exposures in ASB’s current balance sheet and formulate appropriate strategies for managing interest rate risk. The simulation does not contemplate any actions that ASB management might undertake in response to changes in interest rates. Further, the changes in NII vary in the twelve-month simulation period and are not necessarily evenly distributed over the period. These analyses are for analytical purposes only and do not represent management’s views of future market movements, the level of future earnings, or the timing of any changes in earnings within the twelve month analysis horizon. The actual impact of changes in interest rates on NII will depend on the magnitude and speed with which rates change, actual changes in ASB’s balance sheet, and management’s responses to the changes in interest rates.
Other than bank interest rate risk
The Company’s general policy is to manage “other than bank” interest rate risk through use of a combination of short-term debt, long-term debt and preferred securities. As of December 31, 2017, the Company was exposed to “other than bank” interest rate risk because of its periodic borrowing requirements, the impact of interest rates on the discount rate and the market value of plan assets used to determine retirement benefits expenses and obligations (see “Pension and other postretirement benefits obligations” in HEI’s MD&A and “Retirement benefits” in Notes 1 and 8 of the Consolidated Financial Statements) and the possible effect of interest rates on the electric utilities’ allowed rates of return (see “Electric utility—Certain factors that may affect future results and financial condition—Regulation of electric utility rates”). Other than these exposures, management believes its exposure to “other than bank” interest rate risk is not material. The Company’s long-term debt, in the form of borrowings of proceeds of revenue bonds, privately-placed senior notes and bank term loans, is predominately at fixed rates (see Note 14 of the Consolidated Financial Statements for the fair value of long-term debt, net-other than bank).

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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HEI and Hawaiian Electric:
Index to Consolidated Financial Statements
Page
Reports of Independent Registered Public Accounting Firms - HEI
Reports of Independent Registered Public Accounting Firms - Hawaiian Electric
HEI
 
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets at December 31, 2017 and 2016
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Hawaiian Electric
 
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets at December 31, 2017 and 2016
Consolidated Statements of Capitalization at December 31, 2017 and 2016
Consolidated Statements of Changes in Common Stock Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements

83



Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Hawaiian Electric Industries, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Hawaiian Electric Industries, Inc. and subsidiaries (the "Company") as of December 31, 2017, the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows, for the year ended December 31, 2017, and the related notes to consolidated financial statements and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Deloitte & Touche LLP
Honolulu, Hawaii
March 1, 2018
We have served as the Company's auditor since 2017.


84



Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Hawaiian Electric Industries, Inc.


In our opinion, the consolidated balance sheet as of December 31, 2016 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2016 present fairly, in all material respects, the financial position of Hawaiian Electric Industries, Inc. and its subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) for each of the two years in the period ended December 31, 2016 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 24, 2017


85



Report of Independent Registered Public Accounting Firm
To the S hareholder and the Board of Directors of Hawaiian Electric Company, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Hawaiian Electric Company, Inc. and subsidiaries (the "Company") as of December 31, 2017, the related consolidated statements of income, comprehensive income, capitalization, changes in common stock equity, and cash flows, for the year ended December 31, 2017, and the related notes to consolidated financial statements and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Honolulu, Hawaii
March 1, 2018

We have served as the Company's auditor since 2017.














86



Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholder
of Hawaiian Electric Company, Inc.

In our opinion, the consolidated balance sheet as of December 31, 2016 and the related consolidated statements of income, comprehensive income, capitalization, changes in common stock equity, and cash flows for each of the two years in the period ended December 31, 2016 present fairly, in all material respects, the financial position of Hawaiian Electric Company, Inc. and its subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) for each of the two years in the period ended December 31, 2016 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 24, 2017



87



Consolidated Statements of Income
Hawaiian Electric Industries, Inc. and Subsidiaries
Years ended December 31
2017

 
2016

 
2015

(in thousands, except per share amounts)
 

 
 

 
 

Revenues
 

 
 

 
 

Electric utility
$
2,257,566

 
$
2,094,368

 
$
2,335,166

Bank
297,640

 
285,924

 
267,733

Other
419

 
362

 
83

Total revenues
2,555,625

 
2,380,654

 
2,602,982

Expenses
 

 
 

 
 

Electric utility
2,000,045

 
1,809,900

 
2,061,050

Bank
198,924

 
198,572

 
183,921

Other
18,365

 
24,007

 
35,458

Total expenses
2,217,334

 
2,032,479

 
2,280,429

Operating income (loss)
 

 
 

 
 

Electric utility
257,521

 
284,468

 
274,116

Bank
98,716

 
87,352

 
83,812

Other
(17,946
)
 
(23,645
)
 
(35,375
)
Total operating income
338,291

 
348,175

 
322,553

Merger termination fee

 
90,000

 

Interest expense, net – other than on deposit liabilities and other bank borrowings
(78,972
)
 
(75,803
)
 
(77,150
)
Allowance for borrowed funds used during construction
4,778

 
3,144

 
2,457

Allowance for equity funds used during construction
12,483

 
8,325

 
6,928

Income before income taxes
276,580

 
373,841

 
254,788

Income taxes
109,393

 
123,695

 
93,021

Net income
167,187

 
250,146

 
161,767

Preferred stock dividends of subsidiaries
1,890

 
1,890

 
1,890

Net income for common stock
$
165,297

 
$
248,256

 
$
159,877

Basic earnings per common share
$
1.52

 
$
2.30

 
$
1.50

Diluted earnings per common share
$
1.52

 
$
2.29

 
$
1.50

Weighted-average number of common shares outstanding
108,749

 
108,102

 
106,418

Net effect of potentially dilutive shares
184

 
207

 
303

Weighted-average shares assuming dilution
108,933

 
108,309

 
106,721

The accompanying notes are an integral part of these consolidated financial statements.

88



Consolidated Statements of Comprehensive Income
Hawaiian Electric Industries, Inc. and Subsidiaries
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

Net income for common stock
$
165,297

 
$
248,256

 
$
159,877

Other comprehensive income (loss), net of taxes:
 

 
 

 
 

Net unrealized losses on available-for sale investment securities:
 

 
 

 
 

Net unrealized losses on available-for sale investment securities arising during the period, net of tax benefits of $2,886, $3,763 and $1,541 for 2017, 2016 and 2015, respectively
(4,370
)
 
(5,699
)
 
(2,334
)
Reclassification adjustment for net realized gains included in net income, net of taxes of nil, $238 and nil for 2017, 2016 and 2015, respectively

 
(360
)
 

Derivatives qualified as cash flow hedges:
 

 
 

 
 

Effective portion of foreign currency hedge net unrealized gains (losses) arising during the period, net of (taxes) benefits of nil, $179 and nil for 2017, 2016 and 2015, respectively

 
(281
)
 

Reclassification adjustment to net income, net of (taxes) benefits of $289, $(76) and $150 for 2017, 2016 and 2015, respectively
454

 
(119
)
 
235

Retirement benefit plans:
 

 
 

 
 

Net gains (losses) arising during the period, net of (taxes) benefits of $(41,129), $27,703 and $(3,753) for 2017, 2016 and 2015, respectively
65,531

 
(43,510
)
 
5,889

Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $10,041, $9,267 and $14,344 for 2017, 2016 and 2015, respectively
15,737

 
14,518

 
22,465

Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of (taxes) benefits of $49,523, $(18,206) and $16,011 for 2017, 2016 and 2015, respectively
(78,724
)
 
28,584

 
(25,139
)
Other comprehensive income (loss), net of taxes
(1,372
)
 
(6,867
)
 
1,116

Comprehensive income attributable to Hawaiian Electric Industries, Inc.
$
163,925

 
$
241,389

 
$
160,993

The accompanying notes are an integral part of these consolidated financial statements.

89



Consolidated Balance Sheets
Hawaiian Electric Industries, Inc. and Subsidiaries
December 31
 

 
2017

 
 

 
2016

(dollars in thousands)
 

 
 

 
 

 
 

ASSETS
 

 
 

 
 

 
 

Cash and cash equivalents
 

 
$
261,881

 
 

 
$
278,452

Accounts receivable and unbilled revenues, net
 

 
263,209

 
 

 
237,950

Available-for-sale investment securities, at fair value
 

 
1,401,198

 
 

 
1,105,182

Held-to-maturity investment securities, at amortized cost
 
 
44,515

 
 
 

Stock in Federal Home Loan Bank, at cost
 

 
9,706

 
 

 
11,218

Loans receivable held for investment, net
 

 
4,617,131

 
 

 
4,683,160

Loans held for sale, at lower of cost or fair value
 

 
11,250

 
 

 
18,817

Property, plant and equipment, net
 

 
 

 
 

 
 

Land
$
106,435

 
 

 
$
97,423

 
 

Plant and equipment
7,140,427

 
 

 
6,727,935

 
 

Construction in progress
332,349

 
 

 
222,455

 
 

 
7,579,211

 
 

 
7,047,813

 
 

Less – accumulated depreciation
(2,553,295
)
 
5,025,916

 
(2,444,348
)
 
4,603,465

Regulatory assets
 

 
869,297

 
 

 
957,451

Other
 

 
513,535

 
 

 
447,621

Goodwill
 

 
82,190

 
 

 
82,190

Total assets
 

 
$
13,099,828

 
 

 
$
12,425,506

LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

 
 

Liabilities
 

 
 

 
 

 
 

Accounts payable
 

 
$
193,714

 
 

 
$
143,279

Interest and dividends payable
 

 
25,837

 
 

 
25,225

Deposit liabilities
 

 
5,890,597

 
 

 
5,548,929

Short-term borrowings—other than bank
 

 
117,945

 
 

 

Other bank borrowings
 

 
190,859

 
 

 
192,618

Long-term debt, net—other than bank
 

 
1,683,797

 
 

 
1,619,019

Deferred income taxes
 

 
388,430

 
 

 
728,806

Regulatory liabilities
 

 
880,770

 
 

 
410,693

Contributions in aid of construction
 

 
565,668

 
 

 
543,525

Defined benefit pension and other postretirement benefit plans liability
 

 
509,514

 
 

 
638,854

Other
 

 
521,018

 
 

 
473,512

Total liabilities
 

 
10,968,149

 
 

 
10,324,460

Preferred stock of subsidiaries - not subject to mandatory redemption
 

 
34,293

 
 

 
34,293

Commitments and contingencies (Notes 3 and 4)
 

 


 
 

 


Shareholders’ equity
 

 
 

 
 

 
 

Preferred stock, no par value, authorized 10,000,000 shares; issued: none
 

 

 
 

 

Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 108,787,807 shares and 108,583,413 shares at December 31, 2017 and 2016, respectively
 

 
1,662,491

 
 

 
1,660,910

Retained earnings
 

 
476,836

 
 

 
438,972

Accumulated other comprehensive loss, net of tax benefits
 

 
 

 
 

 
 

Net unrealized losses on securities
$
(14,951
)
 
 

 
$
(7,931
)
 
 

Unrealized losses on derivatives

 
 

 
(454
)
 
 

Retirement benefit plans
(26,990
)
 
(41,941
)
 
(24,744
)
 
(33,129
)
Total shareholders’ equity
 

 
2,097,386

 
 

 
2,066,753

Total liabilities and shareholders’ equity
 

 
$
13,099,828

 
 

 
$
12,425,506

The accompanying notes are an integral part of these consolidated financial statements.

90



Consolidated Statements of Changes in Shareholders’ Equity
Hawaiian Electric Industries, Inc. and Subsidiaries
 
Common stock
 
Retained
 
Accumulated
 other
 comprehensive
 
 
(in thousands, except per share amounts)
Shares
 
Amount
 
earnings
 
income (loss)
 
Total
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

Net income for common stock

 

 
248,256

 

 
248,256

Other comprehensive loss, net of tax benefits

 

 

 
(6,867
)
 
(6,867
)
Issuance of common stock:
 

 
 

 
 

 
 

 
 

Dividend reinvestment and stock purchase plan
859

 
26,844

 

 

 
26,844

Retirement savings and other plans
264

 
9,298

 

 

 
9,298

Expenses and other, net

 
(4,368
)
 

 

 
(4,368
)
Common stock dividends ($1.24 per share)

 

 
(134,050
)
 

 
(134,050
)
Balance, December 31, 2016
108,583

 
1,660,910

 
438,972

 
(33,129
)
 
2,066,753

Net income for common stock

 

 
165,297

 

 
165,297

Other comprehensive loss, net of tax benefits

 

 

 
(1,372
)
 
(1,372
)
Reclass of AOCI for tax rate reduction impact

 

 
7,440

 
(7,440
)
 

Issuance of common stock:
 

 
 

 
 

 
 

 
 

Retirement savings and other plans
205

 
4,664

 

 

 
4,664

Expenses and other, net

 
(3,083
)
 

 

 
(3,083
)
Common stock dividends ($1.24 per share)

 

 
(134,873
)
 

 
(134,873
)
Balance, December 31, 2017
108,788

 
$
1,662,491

 
$
476,836

 
$
(41,941
)
 
$
2,097,386

The accompanying notes are an integral part of these consolidated financial statements.

91



Consolidated Statements of Cash Flows
Hawaiian Electric Industries, Inc. and Subsidiaries
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

Cash flows from operating activities
 

 
 

 
 

Net income
$
167,187

 
$
250,146

 
$
161,767

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

 
 

Depreciation of property, plant and equipment
200,658

 
194,273

 
183,966

Other amortization
21,340

 
10,473

 
11,619

Provision for loan losses
10,901

 
16,763

 
6,275

Impairment of utility assets

 

 
6,021

Loans receivable originated and purchased, held for sale
(115,104
)
 
(236,769
)
 
(268,279
)
Proceeds from sale of loans receivable, held for sale
127,951

 
236,062

 
275,296

Deferred income taxes
37,835

 
47,118

 
41,432

Share-based compensation expense
5,404

 
4,789

 
6,542

Allowance for equity funds used during construction
(12,483
)
 
(8,325
)
 
(6,928
)
Other
(3,324
)
 
(12,422
)
 
1,672

Changes in assets and liabilities
 

 
 

 
 

Decrease (increase) in accounts receivable and unbilled revenues, net
(12,875
)
 
(898
)
 
62,304

Decrease (increase) in fuel oil stock
(20,794
)
 
4,786

 
34,830

Increase in regulatory assets
(17,256
)
 
(18,273
)
 
(24,182
)
Increase (decrease) in accounts, interest and dividends payable
34,985

 
(9,643
)
 
(52,663
)
Change in prepaid and accrued income taxes, tax credits and utility revenue taxes
20,685

 
39,109

 
(42,596
)
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
882

 
1,587

 
852

Change in other assets and liabilities
(25,551
)
 
(23,118
)
 
(41,070
)
Net cash provided by operating activities
420,441

 
495,658

 
356,858

Cash flows from investing activities
 

 
 

 
 

Available-for-sale investment securities purchased
(528,379
)
 
(533,956
)
 
(429,262
)
Principal repayments on available-for-sale investment securities
220,231

 
219,845

 
153,271

Proceeds from sale of available-for-sale investment securities

 
16,423

 

Purchases of held-to-maturity investment securities
(44,515
)
 

 

Purchase of stock from Federal Home Loan Bank
(2,868
)
 
(7,773
)
 
(1,600
)
Redemption of stock from Federal Home Loan Bank
4,380

 
7,233

 
60,223

Net decrease (increase) in loans held for investment
15,887

 
(194,042
)
 
(181,343
)
Proceeds from sale of commercial loans
36,760

 
52,299

 

Proceeds from sale of real estate acquired in settlement of loans
1,019

 
829

 
1,329

Proceeds from sale of real estate held for sale

 
1,764

 
7,283

Capital expenditures
(495,187
)
 
(330,043
)
 
(363,804
)
Contributions in aid of construction
64,733

 
30,100

 
40,239

Contributions to low income housing investments
(17,505
)
 

 

Acquisition of business
(76,323
)
 

 

Other
6,468

 
856

 
7,940

Net cash used in investing activities
(815,299
)
 
(736,465
)
 
(705,724
)
(continued)

92



Consolidated Statements of Cash Flows (continued)
Hawaiian Electric Industries, Inc. and Subsidiaries

Years ended December 31
2017

 
2016

 
2015

Cash flows from financing activities
 

 
 

 
 

Net increase in deposit liabilities
341,668

 
523,675

 
401,839

Net increase (decrease) in short-term borrowings with original maturities of three months or less
67,992

 
(103,063
)
 
(15,909
)
Proceeds from issuance of short-term debt
125,000

 

 

Repayment of short-term debt
(75,000
)
 

 

Net increase (decrease) in retail repurchase agreements
61,776

 
(43,601
)
 
37,925

Proceeds from other bank borrowings
59,500

 
180,835

 
50,000

Repayments of other bank borrowings
(123,034
)
 
(272,902
)
 
(50,000
)
Proceeds from issuance of long-term debt
532,325

 
115,000

 
80,000

Repayment of long-term debt and funds transferred for redemption of special purpose revenue bonds
(465,000
)
 
(75,000
)
 

Withheld shares for employee taxes on vested share-based compensation
(3,828
)
 
(2,416
)
 
(3,260
)
Net proceeds from issuance of common stock

 
13,220

 
104,435

Common stock dividends
(134,873
)
 
(117,274
)
 
(131,765
)
Preferred stock dividends of subsidiaries
(1,890
)
 
(1,890
)
 
(1,890
)
Other
(6,349
)
 
2,197

 
2,427

Net cash provided by financing activities
378,287

 
218,781

 
473,802

Net increase (decrease) in cash and cash equivalents
(16,571
)
 
(22,026
)
 
124,936

Cash and cash equivalents, January 1
278,452

 
300,478

 
175,542

Cash and cash equivalents, December 31
$
261,881

 
$
278,452

 
$
300,478


The accompanying notes are an integral part of these consolidated financial statements.

93



Consolidated Statements of Income
Hawaiian Electric Company, Inc. and Subsidiaries
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

Revenues
$
2,257,566

 
$
2,094,368

 
$
2,335,166

Expenses
 

 
 

 
 

Fuel oil
587,768

 
454,704

 
654,600

Purchased power
586,634

 
562,740

 
594,096

Other operation and maintenance
417,910

 
405,533

 
413,089

Depreciation
192,784

 
187,061

 
177,380

Taxes, other than income taxes
214,949

 
199,862

 
221,885

Total expenses
2,000,045

 
1,809,900

 
2,061,050

Operating income
257,521

 
284,468

 
274,116

Allowance for equity funds used during construction
12,483

 
8,325

 
6,928

Interest expense and other charges, net
(69,637
)
 
(66,824
)
 
(66,370
)
Allowance for borrowed funds used during construction
4,778

 
3,144

 
2,457

Income before income taxes
205,145

 
229,113

 
217,131

Income taxes
83,199

 
84,801

 
79,422

Net income
121,946

 
144,312

 
137,709

Preferred stock dividends of subsidiaries
915

 
915

 
915

Net income attributable to Hawaiian Electric
121,031

 
143,397

 
136,794

Preferred stock dividends of Hawaiian Electric
1,080

 
1,080

 
1,080

Net income for common stock
$
119,951

 
$
142,317

 
$
135,714

The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Comprehensive Income
Hawaiian Electric Company, Inc. and Subsidiaries
Years ended December 31 
2017

 
2016

 
2015

(in thousands)
 
 
 
 
 
Net income for common stock
$
119,951

 
$
142,317

 
$
135,714

Other comprehensive income (loss), net of taxes:
 

 
 

 
 

Derivatives qualified as cash flow hedges:
 
 
 
 
 
Effective portion of foreign currency hedge net unrealized losses arising during the period, net of tax benefits of nil, $179 and nil for 2017, 2016 and 2015, respectively

 
(281
)
 

Reclassification adjustment to net income, net of taxes of $289, $110 and nil for 2017, 2016 and 2015, respectively
454

 
(173
)
 

Retirement benefit plans:
 

 
 

 
 

Net gains (losses) arising during the period, net of (taxes) benefits of $(39,587), $27,153 and $(3,590) for 2017, 2016 and 2015, respectively
63,105

 
(42,631
)
 
5,638

Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $9,221, $8,442 and $12,981 for 2017, 2016 and 2015, respectively
14,477

 
13,254

 
20,381

Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of (taxes) benefits of $49,523, $(18,206) and $16,011 for 2017, 2016 and 2015, respectively
(78,724
)
 
28,584

 
(25,139
)
Other comprehensive income (loss), net of taxes
(688
)
 
(1,247
)
 
880

Comprehensive income attributable to Hawaiian Electric Company, Inc.
$
119,263

 
$
141,070

 
$
136,594

The accompanying notes are an integral part of these consolidated financial statements.

94



Consolidated Balance Sheets
Hawaiian Electric Company, Inc. and Subsidiaries
December 31
2017

 
2016

(in thousands)
 

 
 

Assets
 

 
 

Property, plant and equipment
 
 
 
Utility property, plant and equipment
 

 
 

Land
$
53,177

 
$
53,153

Plant and equipment
6,946,563

 
6,605,732

Less accumulated depreciation
(2,476,352
)
 
(2,369,282
)
Construction in progress
283,239

 
211,742

Utility property, plant and equipment, net
4,806,627

 
4,501,345

Nonutility property, plant and equipment, less accumulated depreciation of $1,251 as of December 31, 2017 and $1,232 as of December 31, 2016
7,580

 
7,407

Total property, plant and equipment, net
4,814,207

 
4,508,752

Current assets
 

 
 

Cash and cash equivalents
12,517

 
74,286

Customer accounts receivable, net
127,889

 
123,688

Accrued unbilled revenues, net
107,054

 
91,693

Other accounts receivable, net
7,163

 
5,233

Fuel oil stock, at average cost
86,873

 
66,430

Materials and supplies, at average cost
54,397

 
53,679

Prepayments and other
25,355

 
23,100

Regulatory assets
88,390

 
66,032

Total current assets
509,638

 
504,141

Other long-term assets
 

 
 

Regulatory assets
780,907

 
891,419

Unamortized debt expense
611

 
208

Other
90,918

 
70,908

Total other long-term assets
872,436

 
962,535

Total assets
$
6,196,281

 
$
5,975,428

Capitalization and liabilities
 

 
 

Capitalization   (see Consolidated Statements of Capitalization)
 

 
 

Common stock equity
$
1,845,283

 
$
1,799,787

Cumulative preferred stock – not subject to mandatory redemption
34,293

 
34,293

Commitments and contingencies (Note 3)


 


Long-term debt, net
1,318,516

 
1,319,260

Total capitalization
3,198,092

 
3,153,340

Current liabilities
 

 
 

Current portion of long-term debt
49,963

 

Short-term borrowings from non-affiliate
4,999

 

Accounts payable
159,610

 
117,814

Interest and preferred dividends payable
22,575

 
22,838

Taxes accrued, including revenue taxes
199,101

 
172,730

Regulatory liabilities
3,401

 
3,762

Other
59,456

 
55,221

Total current liabilities
499,105

 
372,365

Deferred credits and other liabilities
 

 
 

Deferred income taxes
394,041

 
733,659

Regulatory liabilities
877,369

 
406,931

Unamortized tax credits
90,369

 
88,961

Defined benefit pension and other postretirement benefit plans liability
472,948

 
599,726

Other
98,689

 
76,921

Total deferred credits and other liabilities
1,933,416

 
1,906,198

Contributions in aid of construction
565,668

 
543,525

Total capitalization and liabilities
$
6,196,281

 
$
5,975,428

 The accompanying notes are an integral part of these consolidated financial statements.

95



Consolidated Statements of Capitalization
Hawaiian Electric Company, Inc. and Subsidiaries
December 31
2017
 
2016
(dollars in thousands, except par value)
 
 
 

 
 
 
 

Common stock equity
 
 
 

 
 
 
 

Common stock of $6 2/3 par value
 
 
 

 
 
 
 

Authorized: 50,000,000 shares. Outstanding: 16,142,216 shares and
 
 
 

 
 
 
 

16,019,785 shares at December 31, 2017 and 2016, respectively
 
 
$
107,634

 
 
 
$
106,818

Premium on capital stock
 
 
614,675

 
 
 
601,491

Retained earnings
 
 
1,124,193

 
 
 
1,091,800

Accumulated other comprehensive income (loss), net of taxes
 
 
 
 
 
 
 
Unrealized losses on derivatives

 
 
 
(454
)
 
 
Retirement benefit plans
(1,219
)
 
(1,219
)
 
132

 
(322
)
Common stock equity
 
 
1,845,283

 
 
 
1,799,787

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
 
 
 
Shares outstanding December 31, 2017 and 2016
 
2017
 
2016
(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

(continued)


96



Consolidated Statements of Capitalization (continued)
Hawaiian Electric Company, Inc. and Subsidiaries
December 31 
2017
 
2016
(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):
 
 
 
3.10%, Refunding series 2017A, due 2026
$
125,000

 
$

4.00%, Refunding series 2017B, due 2037
140,000

 

3.25%, Refunding series 2015, due 2025
47,000

 
47,000

6.50%, Series 2009, due 2039
150,000

 
150,000

4.65%, Series 2007A, paid in 2017

 
140,000

4.60%, Refunding series 2007B, paid in 2017

 
125,000

Total obligations to the State of Hawaii
$
462,000

 
$
462,000

Other long-term debt – unsecured:
 

 
 

Taxable senior notes:
 
 
 
4.31%, Series 2017A, due 2047
$
50,000

 
$

4.54%, Series 2016A, due 2046
40,000

 
40,000

5.23%, Series 2015A, due 2045
80,000

 
80,000

3.83%, Series 2013A, due 2020
14,000

 
14,000

4.45%, Series 2013A and 2013B, due 2022
52,000

 
52,000

4.84%, Series 2013A, 2013B and 2013C, due 2027
100,000

 
100,000

5.65%, Series 2013B and 2013C, due 2043
70,000

 
70,000

3.79%, Series 2012A, due 2018
50,000

 
50,000

4.03%, Series 2012B, due 2020
82,000

 
82,000

4.55%, Series 2012B and 2012C, due 2023
100,000

 
100,000

4.72%, Series 2012D, due 2029
35,000

 
35,000

5.39%, Series 2012E, due 2042
150,000

 
150,000

4.53%, Series 2012F, due 2032
40,000

 
40,000

Total taxable senior notes
863,000

 
813,000

6.50 %, series 2004, Junior subordinated deferrable interest debentures, due 2034
51,546

 
51,546

Total other long-term debt – unsecured
914,546

 
864,546

Total long-term debt
1,376,546

 
1,326,546

Less unamortized debt issuance costs
8,067

 
7,286

Less current portion long-term debt, net of unamortized debt issuance costs
49,963

 

Long-term debt, net
1,318,516

 
1,319,260

Total capitalization
$
3,198,092

 
$
3,153,340

The accompanying notes are an integral part of these consolidated financial statements.

97



Consolidated Statements of Changes in Common Stock Equity
Hawaiian Electric Company, Inc. and Subsidiaries
 
Common stock
 
Premium
on
capital
 
Retained
 
Accumulated
other
comprehensive
 
 
(in thousands)
Shares
 
Amount
 
stock
 
earnings
 
income (loss)
 
Total
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 taxes

 

 

 

 
880

 
880

Issuance of common stock, net of expenses

 

 
(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

Net income for common stock

 

 

 
142,317

 

 
142,317

Other comprehensive loss, net of tax benefits

 

 

 

 
(1,247
)
 
(1,247
)
Issuance of common stock, net of expenses
215

 
1,430

 
22,561

 

 

 
23,991

Common stock dividends

 

 

 
(93,599
)
 

 
(93,599
)
Balance, December 31, 2016
16,020

 
106,818

 
601,491

 
1,091,800

 
(322
)
 
1,799,787

Net income for common stock

 

 

 
119,951

 

 
119,951

Other comprehensive loss, net of tax benefits

 

 

 

 
(688
)
 
(688
)
Reclass of AOCI for tax rate reduction impact

 

 

 
209

 
(209
)
 

Issuance of common stock, net of expenses
122

 
816

 
13,184

 

 

 
14,000

Common stock dividends

 

 

 
(87,767
)
 

 
(87,767
)
Balance, December 31, 2017
16,142

 
$
107,634

 
$
614,675

 
$
1,124,193

 
$
(1,219
)
 
$
1,845,283

The accompanying notes are an integral part of these consolidated financial statements.


98



Consolidated Statements of Cash Flows
Hawaiian Electric Company, Inc. and Subsidiaries
Years ended December 31
2017
 
2016
 
2015
(in thousands)
 

 
 

 
 

Cash flows from operating activities
 

 
 

 
 

Net income
$
121,946

 
$
144,312

 
$
137,709

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

 
 

Depreciation of property, plant and equipment
192,784

 
187,061

 
177,380

Other amortization
8,498

 
6,935

 
8,939

Impairment of utility assets

 

 
6,021

Deferred income taxes
38,037

 
74,386

 
75,626

Allowance for equity funds used during construction
(12,483
)
 
(8,325
)
 
(6,928
)
Other
(1,066
)
 
(3,700
)
 
6,516

Changes in assets and liabilities
 

 
 

 
 

Decrease in accounts receivable
2,914

 
8,551

 
23,727

Decrease (increase) in accrued unbilled revenues
(15,361
)
 
(7,184
)
 
40,093

Decrease (increase) in fuel oil stock
(20,443
)
 
4,786

 
34,830

Decrease (increase) in materials and supplies
(718
)
 
750

 
2,821

Increase in regulatory assets
(17,256
)
 
(18,273
)
 
(24,182
)
Increase (decrease) in accounts payable
25,734

 
(10,614
)
 
(54,555
)
Change in prepaid and accrued income taxes, tax credits and revenue taxes
29,862

 
2,123

 
(63,096
)
Increase in defined benefit pension and other postretirement
benefit plans liability
604

 
484

 
1,125

Change in other assets and liabilities
(17,866
)
 
(11,375
)
 
(32,620
)
Net cash provided by operating activities
335,186

 
369,917

 
333,406

Cash flows from investing activities
 

 
 

 
 

Capital expenditures
(441,598
)
 
(320,437
)
 
(350,161
)
Contributions in aid of construction
64,733

 
30,100

 
40,239

Other
4,578

 
2,138

 
1,140

Net cash used in investing activities
(372,287
)
 
(288,199
)
 
(308,782
)
Cash flows from financing activities
 

 
 

 
 

Common stock dividends
(87,767
)
 
(93,599
)
 
(90,405
)
Preferred stock dividends of Hawaiian Electric and subsidiaries
(1,995
)
 
(1,995
)
 
(1,995
)
Proceeds from issuance of common stock
14,000

 
24,000

 

Proceeds from issuance of long-term debt
315,000

 
40,000

 
80,000

Funds transferred for redemption of special purpose revenue bonds
(265,000
)
 

 

Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
4,999

 

 

Other
(3,905
)
 
(287
)
 
(1,537
)
Net cash used in financing activities
(24,668
)
 
(31,881
)
 
(13,937
)
Net increase (decrease) in cash and cash equivalents
(61,769
)
 
49,837

 
10,687

Cash and cash equivalents, January 1
74,286

 
24,449

 
13,762

Cash and cash equivalents, December 31
$
12,517

 
$
74,286

 
$
24,449

The accompanying notes are an integral part of these consolidated financial statements.


99



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1 ·  Summary of significant accounting policies
General
Hawaiian Electric Industries, Inc. (HEI) is a holding company with direct and indirect subsidiaries principally engaged in electric utility and banking businesses, primarily in the State of Hawaii. HEI is the parent holding company of Hawaiian Electric Company, Inc. (Hawaiian Electric) and indirect parent holding company of American Savings Bank, F. S. B. (ASB) and Hamakua Energy, LLC (Hamakua Energy). HEI’s common stock is traded on the New York Stock Exchange.
Hawaiian Electric and its wholly-owned operating subsidiaries, Hawaii Electric Light Company, Inc. (Hawaii Electric Light) and Maui Electric Company, Limited (Maui Electric), are regulated public electric utilities (collectively, the Utilities) in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai. See Note 2 .
ASB is a federally chartered savings bank providing a full range of banking services to individual and business customers through its branch system in Hawaii.
Hamakua Energy owns and operates a 60 -megawatt (MW) combined-cycle power plant, which sells the power it produces only to Hawaii Electric Light.
Basis of presentation.   In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change for HEI and its subsidiaries (collectively, the Company) include the amounts reported for investment securities (ASB only); property, plant and equipment; pension and other postretirement benefit obligations; contingencies and litigation; income taxes; regulatory assets and liabilities (Utilities only); electric utility unbilled revenues (Utilities only); and allowance for loan losses (ASB only).
Consolidation.   The HEI consolidated financial statements include the accounts of HEI and its subsidiaries, except for HECO Capital Trust III (Trust III), as the Company does not exercise control over Trust III. Hamakua Energy, LLC (which was formed in 2017) has been included in the HEI consolidated financial statements. The Hawaiian Electric consolidated financial statements include the accounts of Hawaiian Electric and its subsidiaries, except for Trust III. When HEI or Hawaiian Electric has a controlling financial interest in another entity (usually, majority voting interest), that entity is consolidated. Investments in companies over which the Company or the Utilities have the ability to exercise significant influence, but not control, are accounted for using the equity method. The consolidated financial statements exclude variable interest entities (VIEs) when the Company or the Utilities are not the primary beneficiaries. Hawaiian Electric is not the primary beneficiary of Trust III, which is a VIE, and accounts for Trust III under the equity method. See Note 3 for information regarding unconsolidated VIEs. In general, intercompany amounts are eliminated in consolidation (see Note 2 for exceptions).
Cash and cash equivalents.   The Utilities consider cash on hand, deposits in banks, money market accounts, certificates of deposit, short-term commercial paper of non-affiliates and liquid investments (with original maturities of three months or less) to be cash and cash equivalents. The Company considers the same items to be cash and cash equivalents as well as ASB’s deposits with the Federal Home Loan Bank (FHLB), federal funds sold (excess funds that ASB loans to other banks overnight at the federal funds rate) and securities purchased under resale agreements.
Property, plant and equipment.   Property, plant and equipment are reported at cost. Self-constructed electric utility plant includes engineering, supervision, administrative and general costs and an allowance for the cost of funds used during the construction period. These costs are recorded in construction in progress and are transferred to utility plant when construction is completed and the facilities are either placed in service or become useful for public utility purposes. Costs for betterments that make utility plant more useful, more efficient, of greater durability or of greater capacity are also capitalized. Upon the retirement or sale of electric utility plant, generally no gain or loss is recognized. The cost of the plant retired is charged to accumulated depreciation. Amounts collected from customers for cost of removal are included in regulatory liabilities. See discussion regarding “Utility projects” in Note 3 .

100


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Depreciation.   Depreciation is computed primarily using the straight-line method over the estimated lives of the assets being depreciated. Electric utility plant additions in the current year are depreciated beginning January 1 of the following year in accordance with rate-making. Electric utility plant has lives ranging from 20 to 88 years for production plant, from 25 to 65 years for transmission and distribution plant and from 5 to 65 years for general plant. The Utilities’ composite annual depreciation rate, which includes a component for cost of removal, was 3.2% in 2017 , 2016 and 2015 .
Leases.   HEI, the Utilities and ASB have entered into lease agreements for the use of equipment and office space. The provisions of some of the lease agreements contain renewal options.
HEI's consolidated operating lease expense was $20 million , $19 million and $18 million in 2017 , 2016 and 2015 , respectively. The Utilities' operating lease expense was $11 million , $10 million and $9 million in 2017 , 2016 and 2015 , respectively. HEI's consolidated and the Utilities' future minimum lease payments are as follows:
(in millions)
HEI
 
Hawaiian Electric
2018
$
11

 
$
6

2019
10

 
5

2020
8

 
5

2021
7

 
5

2022
4

 
3

Thereafter
36

 
29

 
$
76

 
$
53

Retirement benefits.   Pension and other postretirement benefit costs are charged primarily to expense and electric utility plant (in the case of the Utilities). Funding for the Company’s qualified pension plans (Plans) is based on actuarial assumptions adopted by the Pension Investment Committee administering the Plans. The participating employers contribute amounts to a master pension trust for the Plans in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), including changes promulgated by the Pension Protection Act of 2006, and considering the deductibility of contributions under the Internal Revenue Code. The Company generally funds at least the net periodic pension cost during the year, subject to limits and targeted funded status. Under a pension tracking mechanism approved by the Public Utilities Commission of the State of Hawaii (PUC), the Utilities generally will make contributions to the pension fund at the greater of the minimum level required under the law or net periodic pension cost.
Certain health care and/or life insurance benefits are provided to eligible retired employees and the employees’ beneficiaries and covered dependents. The Company generally funds the net periodic postretirement benefit costs other than pensions (except for executive life) for postretirement benefits other than pensions (OPEB), while maximizing the use of the most tax advantaged funding vehicles, subject to cash flow requirements and reviews of the funded status with the consulting actuary. The Utilities must fund OPEB costs as specified in the OPEB tracking mechanisms, which were approved by the PUC. Future decisions in rate cases could further impact funding amounts.
Environmental expenditures.   The Company and the Utilities are subject to numerous federal and state environmental statutes and regulations. In general, environmental contamination treatment costs are charged to expense. Environmental costs are capitalized if the costs extend the life, increase the capacity, or improve the safety or efficiency of property; the costs mitigate or prevent future environmental contamination; or the costs are incurred in preparing the property for sale. Environmental costs are either capitalized or charged to expense when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. The Utilities review their sites and measure the liability quarterly by assessing a range of reasonably likely costs of each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties.
Income taxes.   Deferred income tax assets and liabilities are established for the temporary differences between the financial reporting bases and the tax bases of the Company’s and the Utilities' assets and liabilities at federal and state tax rates expected to be in effect when such deferred tax assets or liabilities are realized or settled. As a result of the 2017 Tax Cuts and Jobs Act (Tax Act), the accumulated deferred income tax balances (ADIT) were adjusted in 2017 for the lower federal income tax rate expected to be in effect when the deferred tax assets or liabilities are realized or settled. See further discussion under "Recent tax developments" in Note 10 . The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

101


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


income during the periods in which those temporary differences become deductible. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
The Utilities' investment tax credits are deferred and amortized over the estimated useful lives of the properties to which the credits relate, in accordance with Accounting Standards Codification (ASC) Topic 980, “Regulated Operations.”
The Utilities are included in the consolidated income tax returns of HEI. However, income tax expense has been computed for financial statement purposes as if each utility filed a separate income tax return and Hawaiian Electric filed a consolidated Hawaiian Electric income tax return.
Governmental tax authorities could challenge a tax return position taken by the Company. If the Company’s position does not prevail, the Company’s results of operations and financial condition may be adversely affected as the related deferred or current income tax asset might be impaired and charged to expense or an unanticipated tax liability might be incurred.
The Company and the Utilities use a “more-likely-than-not” recognition threshold and measurement standard for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Fair value measurements. Fair value estimates are estimates of the price that would be received to sell an asset, or paid upon the transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value estimates are generally determined based on assumptions that market participants would use in pricing the asset or liability and are based on market data obtained from independent sources. However, in certain cases, the Company and the Utilities use their own assumptions about market participant assumptions based on the best information available in the circumstances. These valuations are estimates at a specific point in time, based on relevant market information, information about the financial instrument and judgments regarding future expected loss experience, economic conditions, risk characteristics of various financial instruments and other factors. These estimates do not reflect any premium or discount that could result if the Company or the Utilities were to sell its entire holdings of a particular financial instrument at one time. Because no active trading market exists for a portion of the Company’s and the Utilities' financial instruments, fair value estimates cannot be determined with precision. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses could have a significant effect on fair value estimates, but have not been considered in making such estimates.
The Company and the Utilities group their financial assets measured at fair value in three levels outlined as follows:
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.
Classification in the hierarchy is based upon the lowest level input that is significant to the fair value measurement of the asset or liability. For instruments classified in Level 1 and 2 where inputs are primarily based upon observable market data, there is less judgment applied in arriving at the fair value. For instruments classified in Level 3, management judgment is more significant due to the lack of observable market data.
The Company reviews and updates the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next related to the observability of inputs in fair value measurements may result in a reclassification between the fair value hierarchy levels and are recognized based on period-end balances.
Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include mortgage servicing rights accounted for by the amortization method, loan impairments for certain loans, real estate acquired in settlement of loans, goodwill and asset retirement obligations (AROs).

102


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Earnings per share (HEI only).   Basic earnings per share (EPS) is computed by dividing net income for common stock by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that dilutive common shares for stock compensation and the equity forward transactions are added to the denominator.
Impairment of long-lived assets and long-lived assets to be disposed of.   The Company and the Utilities review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.
Recent accounting pronouncements.
Stock compensation .   In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions.
The Company adopted ASU No. 2016-09 in the first quarter of 2017. From January 1, 2017, all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement. From January 1, 2017, no excess tax benefits or deficiencies are included in determining the assumed proceeds under the treasury stock method of calculating diluted EPS. As of January 1, 2017, HEI adopted an accounting policy to account for forfeitures when they occur.
From January 1, 2017, HEI retrospectively applied the cashflow guidance for taxes paid (equivalent to the value of withheld shares for tax withholding purposes) and excess tax benefits. Excess tax benefits are classified along with other income tax cash flows as an operating activity and the cash payments made to taxing authorities on the employees’ behalf for withheld shares are classified as financing activities on the Company's consolidated statements of cash flows for all periods that are presented.
Goodwill impairment . In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Prior to the adoption of ASU No. 2017-04, an entity was required to perform a two-step test to determine the amount, if any, of goodwill impairment. In Step 1, an entity compared the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeded its fair value, the entity performed Step 2 and compared the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeded the implied fair value of that goodwill would then be recorded. ASU No. 2017-04 removes the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment.
The Company adopted ASU No. 2017-04 prospectively in the fourth quarter of 2017 and the adoption had no impact on the Company’s consolidated financial statements.
Revenues from contracts with customers In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The core principle of the guidance in ASU No. 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should:  (1) identify the contract/s with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when, or as, the entity satisfies a performance obligation. ASU No. 2014-09 also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
As of December 31, 2017, the Company has identified its revenue streams from, and performance obligations related to, contracts with customers and has performed an analysis of these revenue streams for the impacts of Topic 606. The revenue subject to Topic 606 is largely the Utilities’ electric sales revenue and the Utilities’ and ASB’s fee income. The Company and Hawaiian Electric adopted ASU No. 2014-09 (and subsequently issued revenue-related ASUs) in the first quarter of 2018 using the modified retrospective approach with no impact on the timing or pattern of revenue recognition, but with impacts on the presentation of revenues. Also, expanded disclosures around the amount, timing, nature and uncertainty of revenues from contracts with customers will be presented.

103


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Financial instruments . In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which, among other things:
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.
The Company adopted ASU No. 2016-01 in the first quarter of 2018 and expects changes to disclosures, but otherwise the impact of adoption is not material to the Company’s and Hawaiian Electric’s consolidated financial statements.
Cash flows . In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on eight specific cash flow issues - debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle.
The Company adopted ASU No. 2016-15 in the first quarter of 2018 using a retrospective transition method and the impact of adoption is not material to the Company’s and Hawaiian Electric’s consolidated statements of cash flows.
Restricted cash .  In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.
The Company adopted ASU No. 2016-18 in the first quarter of 2018 using a retrospective transition method and the impact of adoption is not material to the Company’s and Hawaiian Electric’s consolidated statements of cash flows.
Net periodic pension cost and net periodic postretirement benefit cost . In March 2017, the FASB issued ASU No. 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires the other components of net periodic pension cost (NPPC) and net periodic postretirement benefit cost (NPBC) as defined in paragraphs 715-30-35-4 and 715-60-35-9 to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization under GAAP, when applicable.
The Company adopted ASU No. 2017-07 in the first quarter of 2018: (1) retrospectively for the presentation in the income statement of the service cost component and the other components of NPPC and NPBC, and (2) prospectively for the capitalization in assets of the service cost component of NPPC and NPBC. HEI and ASB do not capitalize pension and OPEB costs. 
In Settlement Agreements in the 2017 Hawaiian Electric and 2016 Hawaii Electric Light rate cases, Hawaiian Electric and Hawaii Electric Light, respectively, and the Consumer Advocate agreed to the deferral of the non-service cost components of NPPC and NPBC which would have been capitalized as part of the pension tracking mechanism. In the Hawaiian Electric Interim D&O, the PUC did not identify this item for further review, and Hawaiian Electric will follow the Settlement Agreement. Hawaii Electric Light and Maui Electric plan to seek PUC clarification to follow Hawaiian Electric’s treatment until rates are set in the next rate cases. The treatment under the Settlement Agreement will be followed beginning in 2018 until each utility’s next rate case. In the next rate cases, each utility’s future rates would include recovery of the deferred non-service cost components and seek to adopt the capitalization policy which reflects the requirements of ASU No. 2017-07 (i.e., only the service cost components of NPPC and NPBC will be capitalized).

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 Thus, the adoption of ASU 2017-07 in the first quarter of 2018 does not have a net income impact.
Leases . In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires that lessees recognize a liability to make lease payments (the lease liability) and a right-of-use asset, representing its right to use the underlying asset for the lease term, for all leases (except short-term leases) at the commencement date.  For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election and recognize lease expense for such leases generally on a straight-line basis over the lease term. For finance leases, a lessee is required to recognize interest on the lease liability separately from amortization of the right-of-use asset in the consolidated statements of income. For operating leases, a lessee is required to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.
The Company plans to adopt ASU No. 2016-02 in the first quarter of 2019 and has not yet determined the impact of adoption.
Credit losses . In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ,” which is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations . ASU No. 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date (based on historical experience, current conditions and reasonable and supportable forecasts) and enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale (AFS) debt securities and purchased financial assets with credit deterioration. The other-than-temporary impairment model of accounting for credit losses on AFS debt securities will be replaced with an estimate of expected credit losses only when the fair value is below the amortized cost of the asset. The length of time the fair value of an AFS debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists. The AFS debt security model will also require the use of an allowance to record the estimated losses (and subsequent recoveries). The accounting for the initial recognition of the estimated expected credit losses for purchased financial assets with credit deterioration would be recognized through an allowance for credit losses with an offset to the cost basis of the related financial asset at acquisition (i.e., there is no impact to net income at initial recognition).
The Company plans to adopt ASU No. 2016-13 in the first quarter of 2020 and has not yet determined the impact of adoption.
Tax effects in AOCI . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income, ” which contains amendments that allow a reclassification from AOCI to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act (Tax Act) and requires certain disclosures regarding the stranded tax effects.
The Company and the Utilities adopted ASU No. 2018-02 as of the beginning of the fourth quarter of 2017 and elected to reclassify the income tax effects of the Tax Act (i.e., the effect of the federal tax rate change only) of $7.4 million and $0.2 million , respectively, from AOCI to retained earnings. Other than this reclassification to retained earnings, the Company and the Utilities release the income tax effects in AOCI from AOCI when the specific AOCI items (e.g., on a security-by-security basis for ASB’s gains/losses on investment securities) are included in net income.
Electric utility
Regulation by the Public Utilities Commission of the State of Hawaii (PUC). The Utilities are regulated by the PUC and account for the effects of regulation under FASB ASC Topic 980, “Regulated Operations.” As a result, the Utilities’ financial statements reflect assets, liabilities, revenues and expenses based on current cost-based rate-making regulations. Their continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers. Management believes the Utilities’ operations currently satisfy the ASC Topic 980 criteria. If events or circumstances should change so that those criteria are no longer satisfied, the Utilities expect that their regulatory assets, net of regulatory liabilities, would be charged to the statement of income in the period of discontinuance.
Accounts receivable.   Accounts receivable are recorded at the invoiced amount. The Utilities generally assess a late payment charge on balances unpaid from the previous month. The allowance for doubtful accounts is the Utilities’ best estimate of the amount of probable credit losses in the Utilities existing accounts receivable. At December 31, 2017 and 2016 , the allowance for customer accounts receivable, accrued unbilled revenues and other accounts receivable was $1.2 million and $1.1 million , respectively.

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Contributions in aid of construction.   The Utilities receive contributions from customers for special construction requirements. As directed by the PUC, contributions are amortized on a straight-line basis over 30 to 55 years as an offset against depreciation expense.
Electric utility revenues.   Electric utility revenues are based on rates authorized by the PUC. Revenues related to electric service are generally recorded when service is rendered and include revenues applicable to energy consumed in the accounting period but not yet billed to the customers. Under decoupling, electric utility revenues also incorporate: (1) monthly revenue balancing account (RBA) revenues or refunds for the difference between PUC-approved target revenues and recorded adjusted revenues, which delinks revenues from kilowatthour sales, (2) rate adjustment mechanism (RAM) revenues for escalation in certain operation and maintenance (O&M) expenses and rate base changes and (3) an earnings sharing mechanism, which reduces revenues between rate cases in the event the utility’s ratemaking return on average common equity (ROACE) exceeds the ROACE allowed in its most recent rate case. Under the decoupling tariff approved in 2011, the prior year accrued RBA revenues (regulatory asset) and the annual RAM amount are billed from June 1 of each year through May 31 of the following year, which is within 24 months following the end of the year in which they are recorded as required by the accounting standard for alternative revenue programs. See " Decoupling" discussion in Note 3 Electric Utility segment.
The rate schedules of the Utilities include energy cost adjustment clauses (ECACs) under which electric rates are adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power. The rate schedules also include purchased power adjustment clauses (PPACs) under which the remaining purchase power expenses are recovered through surcharge mechanisms. The amounts collected through the ECACs and PPACs are required to be reconciled quarterly.
The Utilities’ revenues include amounts for recovery of various Hawaii state revenue taxes. Revenue taxes are generally recorded as an expense in the year the related revenues are recognized. For 2017 , 2016 and 2015 , the Utilities’ revenues include recovery of revenue taxes of approximately $202 million , $187 million and $209 million , respectively, which amounts are in “Taxes, other than income taxes” expense. However, the Utilities pay revenue taxes to the taxing authorities based on (1) the prior year’s billed revenues (in the case of public service company taxes and PUC fees) in the current year or (2) the current year’s cash collections from electric sales (in the case of franchise taxes) after year end. As of December 31, 2017 and 2016 , the Utilities had recorded $115 million and $104 million , respectively, in “Taxes accrued, including revenue taxes” on the Utilities’ consolidated balance sheet for amounts previously collected from customers or accrued for public service company taxes and PUC fees, net of amounts paid to the taxing authorities. Such amounts will be used to pay public service company taxes and PUC fees owed for the following year.
Repairs and maintenance costs.  Repairs and maintenance costs for overhauls of generating units are generally expensed as they are incurred.
Allowance for funds used during construction (AFUDC).  AFUDC is an accounting practice whereby the costs of debt and equity funds used to finance plant construction are credited on the statement of income and charged to construction in progress on the balance sheet. If a project under construction is delayed for an extended period of time, AFUDC on the delayed project may be stopped after assessing the causes of the delay and probability of recovery.
The weighted-average AFUDC rate was 7.7% in 2017 , 7.6% in 2016 and 7.6% in 2015 , and reflected quarterly compounding.
Bank (HEI only)
Investment securities.   Investments in debt and equity securities are classified as held-to-maturity (HTM), trading or available-for-sale (AFS). ASB determines the appropriate classification at the time of purchase. Debt securities that ASB intends to and has the ability to hold to maturity are classified as HTM securities and reported at amortized cost. Marketable debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Marketable debt and equity securities not classified as either HTM or trading securities are classified as AFS and reported at fair value. Unrealized gains and losses for AFS securities are excluded from earnings and reported on a net basis in accumulated other comprehensive income (AOCI) until realized.
Interest income is recorded on an accrual basis. Discounts and premiums on securities are accreted or amortized into interest income using the interest method over the remaining contractual lives of the agency obligation securities and the estimated lives of the mortgage-related securities adjusted for anticipated prepayments. ASB uses actual prepayment experience and estimates of future prepayments to determine the constant effective yield necessary to apply the interest method of income recognition. The discounts and premiums on the agency obligations portfolio are accreted or amortized on a prospective basis

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using expected contractual cash flows. The discounts and premiums on the mortgage-related securities portfolio are accreted or amortized on a retrospective basis using changes in anticipated prepayments. This method requires a retrospective adjustment of the effective yield each time ASB changes the estimated life as if the new estimate had been known since the original acquisition date of the securities. Estimates of future prepayments are based on the underlying collateral characteristics and historic or projected prepayment behavior of each security. The specific identification method is used in determining realized gains and losses on the sales of securities.
For securities that are not trading securities, individual securities are assessed for impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant. A security is impaired if the fair value of the security is less than its carrying value at the financial statement date. When a security is impaired, ASB determines whether this impairment is temporary or other-than-temporary. If ASB does not expect to recover the entire amortized cost basis of the security or there is a change in the expected cash flows, an OTTI exists. If ASB intends to sell the security, or will more likely than not be required to sell the security before recovery of its amortized cost, the OTTI must be recognized in earnings. If ASB does not intend to sell the security, and it is not more likely than not that ASB will be required to sell the security before recovery of its amortized cost, the OTTI must be separated into the amount representing the credit loss and the amount related to all other factors. The amount of OTTI related to the credit loss is recognized in earnings, while the remaining OTTI is recognized in AOCI. Based on ASB's evaluation as of December 31, 2017 and 2016, there was no indicated impairment as the bank expects to collect the contractual cash flows for these investments.
Stock in Federal Home Loan Bank (FHLB) is carried at cost and is reviewed at least periodically for impairment, with valuation adjustments recognized in noninterest income.
Loans receivable .  ASB carries loans receivable at amortized cost less the allowance for loan losses, loan origination fees (net of direct loan origination costs), commitment fees and purchase premiums and discounts. Interest on loans is credited to income as it is earned. Discounts and premiums are accreted or amortized over the life of the loans using the interest method.
Loan origination fees (net of direct loan origination costs) are deferred and recognized as an adjustment in yield over periods not exceeding the contractual life of the loan using the interest method or taken into income when the loan is paid off or sold. Nonrefundable commitment fees (net of direct loan origination costs, if applicable) received for commitments to originate or purchase loans are deferred and, if the commitment is exercised, recognized as an adjustment of yield over the life of the loan using the interest method. Nonrefundable commitment fees received for which the commitment expires unexercised are recognized as income upon expiration of the commitment.
Loans held for sale are stated at the lower of cost or estimated fair value on an aggregate basis. Premiums, discounts and net deferred loan fees are not amortized while a loan is classified as held for sale. A sale is recognized only when the consideration received is other than beneficial interests in the assets sold and control over the assets is transferred irrevocably to the buyer. Gains or losses on sales of loans are recognized at the time of sale and are determined by the difference between the net sales proceeds and the allocated basis of the loans sold.
Allowance for loan losses.   ASB maintains an allowance for loan losses to absorb losses inherent in its loan portfolio. The level of allowance for loan losses is based on a continuing assessment of existing risks in the loan portfolio, historical loss experience, changes in collateral values and current conditions (e.g., economic conditions, real estate market conditions and interest rate environment). The allowance for loan losses is allocated to loan types using both a formula-based approach applied to groups of loans and an analysis of certain individual loans for impairment. The formula-based approach emphasizes loss factors primarily derived from actual historical default and loss rates, which are combined with an assessment of certain qualitative factors to determine the allowance amounts allocated to the various loan categories. Adverse changes in any of these factors could result in higher charge-offs and provision for loan losses.
ASB disaggregates its portfolio loans into portfolio segments for purposes of determining the allowance for loan losses. Commercial and commercial real estate loans are defined as non-homogeneous loans and ASB utilizes a risk rating system for evaluating the credit quality of the loans. Loans are rated based on the degree of risk at origination and periodically thereafter, as appropriate. Values are applied separately to the probability of default (borrower risk) and loss given default (transaction risk). ASB’s credit review department performs an evaluation of these loan portfolios to ensure compliance with the internal risk rating system and timeliness of rating changes. Non-homogeneous loans are categorized into the regulatory asset quality classifications-Pass, Special Mention, Substandard, Doubtful, and Loss based on credit quality. For loans classified as substandard, an analysis is done to determine if the loan is impaired. A loan is deemed impaired when it is probable that ASB will be unable to collect all amounts due according to the original contractual terms of the loan agreement. Once a loan is deemed impaired, ASB applies a valuation methodology to determine whether there is an impairment shortfall. The measurement of impairment may be based on (i) the present value of the expected future cash flows of the impaired loan

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discounted at the loan’s original effective interest rate, (ii) the observable market price of the impaired loan, or (iii) the fair value of the collateral, net of costs to sell. For all loans collateralized by real estate whose repayment is dependent on the sale of the underlying collateral property, ASB measures impairment by utilizing the fair value of the collateral, net of costs to sell; for other loans that are not considered collateral dependent, generally the discounted cash flow method is used to measure impairment. For loans collateralized by real estate that are classified as troubled debt restructured loans, the present value of the expected future cash flows of the loans may also be used to measure impairment as these loans are expected to perform according to their restructured terms. Impairments are charged to the provision for loan losses and included in the allowance for loan losses. However, confirmed losses (uncollectible) are charged off, with the loan written down by the amount of the confirmed loss.
Residential, consumer and credit scored business loans are considered homogeneous loans, which are typically underwritten based on common, uniform standards, and are generally classified as to the level of loss exposure based on delinquency status. The homogeneous loan portfolios are stratified into individual products with common risk characteristics and segmented into various secured and unsecured loan product types. For the homogeneous portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. ASB supplements performance data with external credit bureau data and credit scores such as the Fair Isaac Corporation (FICO) score on a quarterly basis. ASB has built portfolio loss models for each major segment based on the combination of internal and external data to predict the probability of default at the loan level.
ASB also considers the following qualitative factors for all loans in estimating the allowance for loan losses:
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.
ASB’s methodology for determining the allowance for loan losses was generally based on historic loss rates using various look-back periods. In the second quarter of 2014, ASB implemented enhancements to the loss rate calculation for estimating the allowance for loan losses that included several refinements to determining the probability of default and the loss given default for the various segments of the loan portfolio that are more statistically sound than those previously employed. The result is an estimated loss rate established for each borrower. ASB also updated its measurement of the loss emergence period in the calculation of the allowance for loan losses. The loss emergence period is broadly defined as the period that it takes, on average, for the lender to identify the specific borrower and amount of loss incurred by the bank for a loan that has suffered from a loss-causing event.
In conjunction with the above enhancement, management also adopted an enhanced risk rating system for monitoring and managing credit risk in the non-homogeneous loan portfolios, that measures general creditworthiness at the borrower level. The numerical-based, risk rating “PD Model” takes into consideration fiscal year-end financial information of the borrower and identified financial attributes including retained earnings, operating cash flows, interest coverage, liquidity and leverage that demonstrate a strong correlation with default to assign default probabilities at the borrower level. In addition, a loss given default (LGD) value is assigned to each loan to measure loss in the event of default based on loan specific features such as collateral that mitigates the amount of loss in the event of default. Together the PD Model and LGD construct provide a more quantitative, data driven and consistent framework for measuring risk within the portfolio, on a loan by loan basis and for the ultimate collectability of each loan.
The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and is included in accounts payable and other liabilities in the consolidated balance sheets. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk grading and historical loss rates. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the allowance for loan losses, as discussed above. Net adjustments to the reserve for unfunded commitments are included in other noninterest expense in the consolidated statements of income.

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The allowance for loan losses is based on currently available information and historical experience, and future adjustments may be required from time to time to the allowance for loan losses based on new information and changes that occur (e.g., due to changes in economic conditions, particularly in Hawaii). Actual losses could differ from management’s estimates, and these differences and subsequent adjustments could be material.
Nonperforming loans. Loans are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if the probability of collection is insufficient to warrant further accrual. All interest that is accrued but not collected is reversed. A loan may be returned to accrual status if (i) principal and interest payments have been brought current and repayment of the remaining contractual principal and interest is expected to be made, (ii) the loan has otherwise become well-secured and in the process of collection, or (iii) the borrower has been making regularly scheduled payments in full for the prior six months and it is reasonably assured that the loan will be brought fully current within a reasonable period. Cash receipts on nonaccruing loans are generally applied to reduce the unpaid principal balance.
Loans considered to be uncollectible are charged-off against the allowance for loan losses. The amount and timing of charge-offs on loans includes consideration of the loan type, length of delinquency, insufficiency of collateral value, lien priority and the overall financial condition of the borrower. Recoveries on loans previously charged-off are credited back to the allowance for loan losses. Loans that have been charged-off against the allowance for loan losses are periodically monitored to evaluate whether further adjustments to the allowance are necessary.
Loans in the commercial and commercial real estate portfolio are charged-off when the loan is risk rated “Doubtful” or “Loss.” The loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A commercial or commercial real estate loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 90 days or more; (b) significant improvement in the borrower’s repayment capacity is doubtful; and/or (c) collateral value is insufficient to cover outstanding indebtedness and no other viable assets or repayment sources exist.
Loans in the residential mortgage and home equity portfolios are charged-off when the loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. Such loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 180 days or more; (b) it is probable that collateral value is insufficient to cover outstanding indebtedness and no other viable assets or repayment sources exist; (c) borrower’s debt is discharged in bankruptcy and the loan is not reaffirmed; or (d) in cases where ASB is in a subordinate position to other debt, the senior lien holder has foreclosed and ASB's junior lien is extinguished.
Other consumer loans are generally charged-off when the balance becomes 120 days delinquent.
Loans modified in a troubled debt restructuring. Loans are considered to have been modified in a troubled debt restructuring (TDR) when, due to a borrower’s financial difficulties, ASB makes concessions to the borrower that it would not otherwise consider for a non-troubled borrower. Modifications may include interest rate reductions, interest only payments for an extended period of time, protracted terms such as amortization and maturity beyond the customary length of time found in the normal market place, and other actions intended to minimize economic loss and to provide alternatives to foreclosure or repossession of collateral. Generally, a nonaccrual loan that has been modified in a TDR remains on nonaccrual status until the borrower has demonstrated sustained repayment performance for a period of six consecutive months. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, or there is reasonable doubt over the full collectability of principal and interest, the loan remains on nonaccrual status.
Real estate acquired in settlement of loans.   ASB records real estate acquired in settlement of loans at fair value, less estimated selling expenses. ASB obtains appraisals based on recent comparable sales to assist management in estimating the fair value of real estate acquired in settlement of loans. Subsequent declines in value are charged to expense through a valuation allowance. Costs related to holding real estate are charged to operations as incurred.
Goodwill. At December 31, 2017 and 2016 , the amount of goodwill was $82.2 million . The goodwill is with respect to ASB and is the Company’s only intangible asset with an indefinite useful life and is tested for impairment annually at December 31.
ASC Topic 350 "Intangibles-Goodwill and Other" (ASC 350) permits an entity to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test. An entity has an unconditional option to bypass the qualitative assessment and proceed directly to performing the quantitative impairment

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test. An entity shall assess relevant events and circumstances and determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If, after assessing the totality of events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative impairment test is unnecessary. ASB performed a qualitative analysis and determined that it was not more than likely than not that the fair value of ASB was less than its carrying amount and, accordingly, a quantitative impairment analysis was not considered necessary. For the three years ended December 31, 2017 , there has been no impairment of goodwill.
Mortgage banking. Mortgage loans held for sale are stated at the lower of cost or estimated fair value on an aggregate basis. Premiums, discounts and net deferred loan fees are not amortized while a loan is classified as held for sale. A sale is recognized only when the consideration received is other than beneficial interests in the assets sold and control over the assets is transferred irrevocably to the buyer. Gains or losses on sales of loans are recognized at the time of sale and are determined by the difference between the net sales proceeds and the allocated basis of the loans sold. ASB is obligated to subsequently repurchase a loan if the purchaser discovers a standard representation or warranty violation such as noncompliance with eligibility requirements, customer fraud or servicing violations. This primarily occurs during a loan file review. ASB considers and records a reserve for loan repurchases if appropriate.
ASB recognizes a mortgage servicing asset when a mortgage loan is sold with servicing rights retained. This mortgage servicing right (MSR) is initially capitalized at its presumed fair value based on market data at the time of sale and accounted for in subsequent periods at the lower of amortized cost or fair value. Mortgage servicing assets or liabilities are included as a component of gain on sale of loans. Under ASC Topic 860, “Transfers and Servicing,” ASB amortizes the MSRs in proportion to and over the period of estimated net servicing income and assess for impairment at each reporting date.
ASB's MSRs are stratified based on predominant risk characteristics of the underlying loans including loan type such as fixed-rate 15 and 30 year mortgages and note rate in bands primarily of 50 to 100 basis points. For each stratum, fair value is calculated by discounting expected net income streams using discount rates that reflect industry pricing for similar assets. Expected net income streams are estimated based on industry assumptions regarding prepayment expectations and income and expenses associated with servicing residential mortgage loans for others.
ASB uses a present value cash flow model using techniques described above to estimate the fair value of MSRs. Because observable market prices with exact terms and conditions may not be readily available, ASB compares the fair value of MSRs to an estimated value calculated by an independent third-party on a semi-annual basis. The third-party relies on both published and unpublished sources of market related assumptions and their own experience and expertise to arrive at a value. ASB uses the third-party value only to assess the reasonableness of fair value generated by the valuation model.
Impairment is recognized through a valuation allowance for each stratum when the carrying amount exceeds fair value, with any associated provision recorded as a component of loan servicing fees included in "Revenues - bank" in the consolidated statements of income. A direct write-down is recorded when the recoverability of the valuation allowance is deemed to be unrecoverable.
Loan servicing fee income represents income earned for servicing mortgage loans owned by investors. It includes mortgage servicing fees and other ancillary servicing income, net of guaranty fees. Servicing fees are generally calculated on the outstanding principal balances of the loans serviced and are recorded as income when earned.
Tax credit investments. ASB invests in limited liability entities formed to operate qualifying affordable housing projects.
The affordable housing investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. As a limited partner, ASB has no significant influence over the operations. These investments are initially recorded at the initial capital contribution with a liability recognized for the commitment to contribute additional capital over the term of the investment.
The Company uses the proportional amortization method of accounting for its investments. Under the proportional amortization method, the Company amortizes the cost of its investments in proportion to the tax credits and other tax benefits it receives. The amortization, tax credits and tax benefits are reported as a component of income tax expense.
For these limited liability entities, ASB assesses whether it is the primary beneficiary of the limited liability entity, which is a variable interest entity (VIE). The primary beneficiary of a VIE is determined to be the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE.

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Generally, ASB, as a limited partner, is not deemed to be the primary beneficiary as it does not meet the power criterion, i.e., no power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and no direct ability to unilaterally remove the general partner.
All tax credit investments are evaluated for potential impairment at least annually, or more frequently, when events or conditions indicate that it is deemed probable that ASB will not recover its investment. If an investment is determined to be impaired, it is written down to its estimated fair value and the new cost basis of the investment is not adjusted for subsequent recoveries in value. As of December 31, 2017, ASB did not have any impairment losses resulting from forfeiture or ineligibility of tax credits or other circumstances related to its low income housing tax credit (LIHTC) investments.
At December 31, 2017 and 2016 , the carrying amount of qualifying affordable housing investments was $59.0 million and $47.1 million , respectively, and included in other assets in the consolidated balance sheets.
ASB’s unfunded commitments to fund to its qualifying affordable housing investments were $15.8 million and $14.0 million as of December 31, 2017 and 2016 , respectively. These unfunded commitments are unconditional and legally binding and are recorded in accounts payable and other liabilities with an increase in other assets in the consolidated balance sheets.
The table below summarizes the amounts in income tax expense related to ASB's investments in qualifying affordable housing projects:
Years ended December 31
2017

 
2016

 
2015

(in millions)
 

 
 

 
 

Amounts in income taxes related to investments in qualifying affordable housing projects
 

 
 

 
 

   Amortization recognized in the provision for income taxes
$
(7.4
)
 
$
(5.8
)
 
$
(5.4
)
   Tax credits and other tax benefits recognized in the provision for income taxes
10.7

 
8.4

 
8.0

         Net benefit to income tax expense
$
3.3

 
$
2.6

 
$
2.6


111



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2 ·  Segment financial information
The electric utility and bank segments are strategic business units of the Company that offer different products and services and operate in different regulatory environments. The accounting policies of the segments are the same as those described for the Company in the summary of significant accounting policies, except as otherwise indicated and except that federal and state income taxes for each segment are calculated on a “stand-alone” basis. HEI evaluates segment performance based on net income. Each segment accounts for intersegment sales and transfers as if the sales and transfers were to third parties, that is, at current market prices. Intersegment revenues consist primarily of Hamakua Energy revenues, interest, rent and preferred stock dividends.
Electric utility
Hawaiian Electric and its wholly-owned operating subsidiaries, Hawaii Electric Light and Maui Electric, are public electric utilities in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai, and are regulated by the PUC. The utility subsidiaries are aggregated within the electric utility segment because they: (1) are involved in the business of supplying electric energy in the same geographical location (i.e., the State of Hawaii), (2) have similar production processes that include electric generators (e.g., conventional oil-fired steam units and combustion turbines), (3) serve similar customers within their franchise territories (e.g., residential, commercial and industrial customers), (4) use similar electric grids to distribute the energy to their customers, (5) are regulated by the PUC and undergo similar rate-making processes, (6) have similar economic characteristics and (7) perform financial reporting oversight and management of the business at the consolidated level.
Bank
ASB is a federally chartered savings bank providing a full range of banking services to individual and business customers through its branch system in Hawaii. ASB is subject to examination and comprehensive regulation by the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC), and is subject to reserve requirements established by the Board of Governors of the Federal Reserve System.
Other
“Other” includes amounts for the holding companies (HEI and ASB Hawaii, Inc.), other subsidiaries not qualifying as reportable segments and intercompany eliminations.
Acquisition of Hamakua power plant. In September 2017, HEI formed new 100% owned subsidiaries--Pacific Current, LLC and its subsidiary Hamakua Holdings, LLC and its subsidiary, Hamakua Energy, LLC. On November 24, 2017, Hamakua Energy, LLC acquired Hamakua Energy Partners, L.P.’s 60 -MW combined cycle power plant and other assets from affiliates of ArcLight Capital Partners, a private equity firm focused on energy infrastructure investments. The plant sells the power it produces only to Hawaii Electric Light under an existing power purchase agreement (PPA) that expires in 2030. On December 26, 2017, Hamakua Energy, LLC closed on $67 million of non-recourse project financing in the form of 4.02% senior secured notes due December 31, 2030.
Acquisition of a Solar + Storage Power Purchase Agreement (PPA). In November 2017, HEI, through its wholly-owned subsidiary Pacific Current, LLC, formed a new subsidiary, Mauo Holdings, LLC and its subsidiary Mauo, LLC. On February 2, 2018, Mauo, LLC executed definitive agreements to acquire a solar-plus-storage PPA for a multi-site, commercial-scale project that will provide 8.6 MW of solar capacity and 42.3 MWH of storage capacity on the islands of Maui and Oahu. The PPA has a 15 -year term with an option to extend for an additional five years. The system will be constructed by a third party contractor under an Engineering, Procurement and Construction (EPC) contract that was contemporaneously negotiated and executed by Mauo, LLC. The EPC contract provides a fixed price for the purchase of the completed system, a project completion schedule and performance obligations designed to match the requirements of the PPA. Mauo, LLC plans to fund the construction of the project with a construction facility that will be repaid at the commercial operation date (ultimately with cash from investment tax credits, state renewable tax credits and non-recourse project debt). The facilities are expected to be operational in 2019.

112



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Segment financial information was as follows:
(in thousands)
Electric utility
 
Bank

 
Other

 
Total

2017
 

 
 

 
 

 
 

Revenues from external customers
$
2,257,455

 
$
297,640

 
$
530

 
$
2,555,625

Intersegment revenues (eliminations)
111

 

 
(111
)
 

Revenues
2,257,566

 
297,640

 
419

 
2,555,625

Depreciation and amortization
201,282

 
19,416

 
1,300

 
221,998

Interest expense, net
69,637

 
12,156

 
9,335

 
91,128

Income (loss) before income taxes
205,145

 
98,716

 
(27,281
)
 
276,580

Income taxes (benefit)
83,199

 
31,719

 
(5,525
)
 
109,393

Net income (loss)
121,946

 
66,997

 
(21,756
)
 
167,187

Preferred stock dividends of subsidiaries
1,995

 

 
(105
)
 
1,890

Net income (loss) for common stock
119,951

 
66,997

 
(21,651
)
 
165,297

Capital expenditures
441,598

 
53,272

 
317

 
495,187

Assets (at December 31, 2017)
6,196,281

 
6,798,659

 
104,888

 
13,099,828

2016
 

 
 

 
 

 
 

Revenues from external customers
$
2,094,224

 
$
285,924

 
$
506

 
$
2,380,654

Intersegment revenues (eliminations)
144

 

 
(144
)
 

Revenues
2,094,368

 
285,924

 
362

 
2,380,654

Depreciation and amortization
193,996

 
9,813

 
937

 
204,746

Interest expense, net
66,824

 
12,755

 
8,979

 
88,558

Income before income taxes
229,113

 
87,352

 
57,376

 
373,841

Income taxes
84,801

 
30,073

 
8,821

 
123,695

Net income
144,312

 
57,279

 
48,555

 
250,146

Preferred stock dividends of subsidiaries
1,995

 

 
(105
)
 
1,890

Net income for common stock
142,317

 
57,279

 
48,660

 
248,256

Capital expenditures
320,437

 
9,394

 
212

 
330,043

Assets (at December 31, 2016)
5,975,428

 
6,421,357

 
28,721

 
12,425,506

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)
5,672,210

 
6,014,755

 
95,053

 
11,782,018

Intercompany electricity sales of the Utilities to the bank and “other” segments are not eliminated because those segments would need to purchase electricity from another source if it were not provided by the Utilities and the profit on such sales is nominal.
Bank fees that ASB charges the Utilities and “other” segments are not eliminated because those segments would pay fees to another financial institution if they were to bank with another institution and the profit on such fees is nominal.
Hamakua Energy's profit on electricity sales to Hawaii Electric Light are not eliminated because profit on sales to regulated affiliates is not required to be eliminated because the PPA was approved by the PUC and it is probable that, through the

113



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


ratemaking process, future revenue from Hawaii Electric Light’s sale of the electricity will approximate its purchase price from Hamakua Energy under the PPA.
3 ·  Electric utility segment
Regulatory assets and liabilities.   Regulatory assets represent deferred costs and accrued decoupling revenues which are expected to be recovered through rates over PUC-authorized periods. Generally, the Utilities do not earn a return on their regulatory assets; however, they have been allowed to recover interest on certain regulatory assets and to include certain regulatory assets in rate base. Regulatory liabilities represent amounts included in rates and collected from ratepayers for costs expected to be incurred in the future, or amounts collected in excess of costs incurred that are refundable to customers. For example, the regulatory liability for cost of removal in excess of salvage value represents amounts that have been collected from ratepayers for costs that are expected to be incurred in the future to retire utility plant. Generally, the Utilities include regulatory liabilities in rate base or are required to apply interest to certain regulatory liabilities. In the table below, noted in parentheses are the original PUC authorized amortization or recovery periods and, if different, the remaining amortization or recovery periods as of December 31, 2017 are noted.
Regulatory assets were as follows:
December 31
2017

 
2016

(in thousands)
 

 
 

Retirement benefit plans (balance primarily varies with plans’ funded statuses)
$
637,204

 
$
745,367

Income taxes (1 to 55 years)
118,201

 
90,100

Decoupling revenue balancing account and RAM regulatory asset (1 to 2 years)
64,087

 
73,485

Unamortized expense and premiums on retired debt and equity issuances (19 to 30 years; 6 to 18 years remaining)
11,993

 
12,299

Vacation earned, but not yet taken (1 year)
11,224

 
10,970

Other (1 to 50 years; 1 to 46 years remaining)
26,588

 
25,230

 
$
869,297

 
$
957,451

Included in:
 

 
 

Current assets
$
88,390

 
$
66,032

Long-term assets
780,907

 
891,419

 
$
869,297

 
$
957,451

Regulatory liabilities were as follows:
December 31
2017

 
2016

(in thousands)
 

 
 

Cost of removal in excess of salvage value (1 to 60 years)
$
453,986

 
$
394,072

Income taxes (1 to 55 years)
406,324

 

Retirement benefit plans (5 years beginning with respective utility’s next rate case)
9,961

 
10,824

Other (5 years; 1 to 2 years remaining)
10,499

 
5,797

 
$
880,770

 
$
410,693

Included in:
 
 
 
Current liabilities
$
3,401

 
$
3,762

Long-term liabilities
877,369

 
406,931

 
$
880,770

 
$
410,693

The regulatory asset and liability relating to retirement benefit plans was recorded as a result of pension and OPEB tracking mechanisms adopted by the PUC in rate case decisions for the Utilities in 2007 (see Note 8 ).
Major customers.   The Utilities received 11% ( $239 million ), 11% ( $226 million ) and 11% ( $265 million ) of their operating revenues from the sale of electricity to various federal government agencies in 2017 , 2016 and 2015 , respectively.
Cumulative preferred stock. The following series of cumulative preferred stock are redeemable only at the option of the respective company at the following prices in the event of voluntary liquidation or redemption:

114


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31, 2017
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

Hawaiian Electric is obligated to make dividend, redemption and liquidation payments on the preferred stock of each of its subsidiaries if the respective subsidiary is unable to make such payments, but this obligation is subordinated to Hawaiian Electric's obligation to make payments on its own preferred stock.
Related-party transactions. HEI charged the Utilities $ 6.2 million , $6.5 million and $6.5 million for general management and administrative services in 2017 , 2016 and 2015 , respectively. The amounts charged by HEI to its subsidiaries for services provided by HEI employees are allocated primarily on the basis of time expended in providing such services.
From November 24, 2017 to December 31, 2017, Hamakua Energy, LLC (an indirect subsidiary of HEI) sold energy and capacity to Hawaii Electric Light (subsidiary of Hawaiian Electric and indirect subsidiary of HEI) under a PPA in the amount of $3 million .
Hawaiian Electric’s short-term borrowings totaled nil at December 31, 2017 and 2016 . The interest charged on short-term borrowings from HEI is based on the lower of HEI’s or Hawaiian Electric’s effective weighted average short-term external borrowing rate. If both HEI and Hawaiian Electric do not have short-term external borrowings, the interest is based on the average of the effective rate for 30 -day dealer-placed commercial paper quoted by the Wall Street Journal plus 0.15% .
Borrowings among the Utilities are eliminated in consolidation. Interest charged by HEI to Hawaiian Electric was not material for the years ended December 31, 2017 and 2016.
Unconsolidated variable interest entities.
HECO Capital Trust III Trust III was created and exists for the exclusive purposes of (i) issuing in March 2004 2,000,000 6.50% Cumulative Quarterly Income Preferred Securities, Series 2004 (2004 Trust Preferred Securities) ( $50 million aggregate liquidation preference) to the public and trust common securities ( $1.5 million aggregate liquidation preference) to Hawaiian Electric, (ii) investing the proceeds of these trust securities in 2004 Debentures issued by Hawaiian Electric in the principal amount of $31.5 million and issued by Hawaii Electric Light and Maui Electric each in the principal amount of $10 million , (iii) making distributions on these trust securities and (iv) engaging in only those other activities necessary or incidental thereto. The 2004 Trust Preferred Securities are mandatorily redeemable at the maturity of the underlying debt on March 18, 2034, which maturity may be extended to no later than March 18, 2053; and are currently redeemable at the issuer’s option without premium. The 2004 Debentures, together with the obligations of the Utilities under an expense agreement and Hawaiian Electric’s obligations under its trust guarantee and its guarantee of the obligations of Hawaii Electric Light and Maui Electric under their respective debentures, are the sole assets of Trust III. Taken together, Hawaiian Electric’s obligations under the Hawaiian Electric debentures, the Hawaiian Electric indenture, the subsidiary guarantees, the trust agreement, the expense agreement and trust guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of amounts due on the Trust Preferred Securities. Trust III has at all times been an unconsolidated subsidiary of Hawaiian Electric. Since Hawaiian Electric, as the holder of 100% of the trust common securities, does not have the power to direct the activities that most significantly impact the economic performance of Trust III nor the obligation to absorb their expected losses, if any, that could potentially be significant to the Trust III, Hawaiian Electric is not the primary beneficiary and does not consolidate Trust III in accordance with accounting rules on the consolidation of VIEs. Trust III’s balance sheet as of December 31, 2017 consisted of $51.5 million of 2004 Debentures; $50.0 million of 2004 Trust Preferred Securities; and $1.5 million of trust common securities. Trust III’s income statement for 2017 consisted of $3.4 million of interest income received from the 2004 Debentures; $3.3 million of distributions to holders of the Trust Preferred Securities; and $0.1 million of common dividends on the trust common securities to Hawaiian Electric. As long as the 2004 Trust Preferred Securities are outstanding, Hawaiian Electric is not entitled to receive any funds from Trust III other than pro-rata distributions, subject to certain subordination provisions, on the trust common securities. In the event of a default by Hawaiian Electric in the performance of its obligations under the 2004 Debentures or under its Guarantees, or in the event any of the Utilities elect to defer payment of interest on any of their respective 2004 Debentures, then Hawaiian Electric will be subject to a number of restrictions, including a prohibition on the payment of dividends on its common stock.

115


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Power purchase agreements .  As of December 31, 2017 , the Utilities had five PPAs for firm capacity and other PPAs with IPPs and Schedule Q providers (i.e., customers with cogeneration and/or power production facilities who buy power from or sell power to the Utilities), none of which is currently required to be consolidated as VIEs.
Pursuant to the current accounting standards for VIEs, the Utilities are deemed to have a variable interest in Kalaeloa Partners, L.P. (Kalaeloa), AES Hawaii, Inc. (AES Hawaii) and Hamakua Energy by reason of the provisions of the PPA that the Utilities have with the three IPPs. However, management has concluded that the Utilities are not the primary beneficiary of Kalaeloa, AES Hawaii and Hamakua Energy because the Utilities do not have the power to direct the activities that most significantly impact the three IPPs’ economic performance nor the obligation to absorb their expected losses, if any, that could potentially be significant to the IPPs. Thus, the Utilities have not consolidated Kalaeloa, AES Hawaii and Hamakua Energy in its consolidated financial statements. HEI, however, owns Hamakua Energy and consolidates it in the HEI consolidated financial statements.
For the other IPPs, the Utilities have concluded that the consolidation of the IPPs was not required because either the Utilities do not have variable interests in the IPPs due to the absence of obligation in the PPAs for the Utilities to absorb any variability of the IPPs, or the IPPs were either a “business” or “governmental organization,” and thus excluded from the scope of accounting standards for VIEs. Two IPPs of as-available energy declined to provide the information necessary for Utilities to determine the applicability of accounting standards for VIEs.
If information is ultimately received from the IPPs, a possible outcome of future analyses of such information is the consolidation of one or both of such IPPs in the Consolidated Financial Statements. The consolidation of any significant IPP could have a material effect on the Consolidated Financial Statements, including the recognition of a significant amount of assets and liabilities and, if such a consolidated IPP were operating at a loss and had insufficient equity, the potential recognition of such losses. If the Utilities determine they are required to consolidate the financial statements of such an IPP and the consolidation has a material effect, the Utilities would retrospectively apply accounting standards for VIEs.
Commitments and contingencies.
Fuel contracts .   The Utilities have contractual agreements to purchase minimum quantities of low sulfur fuel oil (LSFO), industrial fuel oil (IFO), diesel fuel and biodiesel for multi-year periods, some through December 2019. Fossil fuel prices are tied to the market prices of crude oil and petroleum products in the Far East and U.S. West Coast and the biodiesel price is tied to the market prices of animal fat feedstocks in the U.S. West Coast and U.S. Midwest. Based on the average price per barrel as of December 31, 2017 , the estimated cost of minimum purchases under the fuel supply contracts is $130 million in 2018 and $130 million in 2019 . The actual cost of purchases in 2018 and future years could vary substantially from this estimate of minimum purchases as a result of changes in market prices, quantities actually purchased, entry into new supply contracts and/or other factors. The Utilities purchased $0.6 billion , $0.4 billion and $0.6 billion of fuel under contractual agreements in 2017 , 2016 and 2015 , respectively.
On February 18, 2016, the Utilities signed two fuel supply contracts with Chevron Products Company (Chevron) for: (1) Oahu’s LSFO and diesel (for purposes of blending with LSFO) to meet the Environmental Protection Agency’s Mercury and Air Toxic Standards; and (2) IFO, diesel and ultra-low sulfur diesel for Oahu, Maui, Molokai and the island of Hawaii. The contract began on January 1, 2017, terminates on December 31, 2019 and may automatically renew for annual terms thereafter unless terminated earlier by either party. Both of these fuel contracts were recently assigned by Chevron to Island Energy Services, LLC, a subsidiary of One Rock Capital Partners, L.P., who purchased Chevron’s Hawaii assets on November 1, 2016. Both of these fuel contracts replace prior fuel supply contracts with Chevron and Par Hawaii Refining, LLC (Par), which both expired on December 31, 2016.
Hawaii Electric Light also signed a contract with Chevron, now Island Energy Services, LLC, for terminalling services in Hilo, Hawaii for 2017 through 2019. The terminalling services were provided by Chevron as part of the fuel supply contract but as mentioned above, that contract expired December 31, 2016. Now Hilo terminalling services are contracted in a stand-alone contract.
The PUC approved all of the contracts with Chevron, now Island Energy Services, LLC. All of the costs incurred under these contracts are included in the Utilities’ respective Energy Cost Adjustment Clauses (ECACs) to the extent such costs are not recovered through the base rates.
Hawaiian Electric also has three contracts for biodiesel. Two of the contracts are with Pacific Biodiesel Technologies, LLC (PBT) and one contingency contract is in place with REG Marketing & Logistics, LLC (REG). PBT has agreed to supply biodiesel to Hawaiian Electric’s Campbell Industrial Park (CIP) generating facility through November 2018. While fuel is delivered to CIP, the contract provides that biodiesel can be trucked to the Honolulu International Airport Emergency Facility and to any other generating facility on Oahu owned by Hawaiian Electric. Hawaiian Electric intends to shift the biodiesel supply to Schofield generating station when that new facility comes online and as long as the PBT contract remains in effect.

116


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


On October 27, 2017, Hawaiian Electric signed a new biodiesel supply contract with PBT that will replace the existing PBT contract in November 2018, upon PUC approval. PBT also has a spot buy contract with Hawaiian Electric to purchase additional quantities of biodiesel at or below the price of diesel. Very few purchases of “at parity” biodiesel have been purchased, however the contract remains in effect and was recently extended through June 2018.
Hawaiian Electric also has a contingency contract with REG. REG will supply biodiesel in the event PBT is unable to supply quantities above the contract maximum volume, should something unexpected occur. Hawaiian Electric did not purchase any biofuel from REG during 2016 and 2017. Hawaiian Electric has secured a one -year extension of this contract through November 2018.
The costs incurred under the Utilities’ biodiesel contracts are included in their respective ECACs, to the extent such costs are not recovered through the Utilities’ base rates.
The energy charge for energy purchased from Kalaeloa Partners, L.P. (Kalaeloa) under Hawaiian Electric’s purchase power agreement (PPA) with Kalaeloa is based in part on the price Kalaeloa pays PAR (formerly known as Hawaii Independent Energy, LLC) for LSFO in a fuel contract between the two parties.
The costs incurred for LSFO under Hawaiian Electric's fuel contract with Kalaeloa is included in Hawaiian Electric's ECAC, to the extent such costs are not recovered through base rates.
Contingencies . The Utilities are subject in the normal course of business to pending and threatened legal proceedings. Management does not anticipate that the aggregate ultimate liability arising out of these pending or threatened legal proceedings will be material to its financial position. However, the Utilities cannot rule out the possibility that such outcomes could have a material effect on the results of operations or liquidity for a particular reporting period in the future.
Interim increases . For the year ended December 31, 2017, the Utilities recognized $3 million of revenues with respect to interim orders related to general rate increase requests. Such amounts recorded are subject to refund, with interest, if they exceed amounts in a final order. 
Power purchase agreements .  Purchases from all IPPs were as follows: 
Years ended December 31
 
2017
 
2016
 
2015
(in millions)
 
 
 
 
 
 
Kalaeloa
 
$
180

 
$
152

 
$
187

AES Hawaii
 
140

 
149

 
134

HPOWER
 
67

 
71

 
66

Puna Geothermal Venture
 
38

 
28

 
29

Hamakua Energy
 
35

 
29

 
44

Hawaiian Commercial & Sugar
 

 
1

 
8

Other IPPs
 
127

 
133

 
126

Total IPPs
 
$
587

 
$
563

 
$
594

As of December 31, 2017 , the Utilities had five firm capacity PPAs for a total of 551 megawatts (MW) of firm capacity. The PUC allows rate recovery for energy and firm capacity payments to IPPs under these agreements. Assuming that each of the agreements remains in place for its current term (and as amended) and the minimum availability criteria in the PPAs are met, aggregate minimum fixed capacity charges are expected to be approximately $0.1 billion per year for 2018 through 2022 and a total of $0.9 billion in the period from 2023 through 2048.
In general, the Utilities base their payments under the PPAs upon available capacity and actually supplied energy and they are generally not required to make payments for capacity if the contracted capacity is not available, and payments are reduced, under certain conditions, if available capacity drops below contracted levels. In general, the payment rates for capacity have been predetermined for the terms of the agreements. Energy payments will vary over the terms of the agreements. The Utilities pass on changes in the fuel component of the energy charges to customers through the ECAC in their rate schedules. The Utilities do not operate, or participate in the operation of, any of the facilities that provide power under the agreements. Title to the facilities does not pass to Hawaiian Electric or its subsidiaries upon expiration of the agreements, and the agreements do not contain bargain purchase options for the facilities.
Purchase power adjustment clause. The PUC has approved purchased power adjustment clauses (PPACs) for the Utilities. Purchased power capacity, O&M and other non-energy costs previously recovered through base rates are now

117


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


recovered in the PPACs and, subject to approval by the PUC, such costs resulting from new purchased power agreements can be added to the PPACs outside of a rate case. Purchased energy costs continue to be recovered through the ECAC to the extent they are not recovered through base rates.
Kalaeloa Partners, L.P.   In October 1988, Hawaiian Electric entered into a PPA with Kalaeloa, subsequently approved by the PUC, which provided that Hawaiian Electric would purchase 180 MW of firm capacity for a period of 25 years beginning in May 1991. In October 2004, Hawaiian Electric and Kalaeloa entered into amendments to the PPA, subsequently approved by the PUC, which together effectively increased the firm capacity from 180 MW to 208 MW.
Hawaiian Electric and Kalaeloa are in negotiations to address the PPA term that ended on May 23, 2016. The PPA automatically extends on a month-to-month basis as long as the parties are still negotiating in good faith, but would end 60 days after either party notifies the other in writing that negotiations have terminated. Hawaiian Electric and Kalaeloa have agreed that neither party will terminate the PPA prior to October 31, 2018. This agreement contemplates continued negotiations between the parties and accounts for time needed for PUC approval of a negotiated resolution.
AES Hawaii, Inc. Under a PPA entered into in March 1988, as amended (through Amendment No. 2), for a period of 30 years beginning September 1992, Hawaiian Electric agreed to purchase 180 MW of firm capacity from AES Hawaii. In August 2012, Hawaiian Electric filed an application with the PUC seeking an exemption from the PUC’s Competitive Bidding Framework to negotiate an amendment to the PPA to purchase 186 MW of firm capacity, and amend the energy pricing formula in the PPA. The PUC approved the exemption in April 2013, but Hawaiian Electric and AES Hawaii were not able to reach agreement on the amendment. In June 2015, AES Hawaii filed an arbitration demand regarding a dispute about whether Hawaiian Electric was obligated to buy up to 9 MW of additional capacity based on a 1992 letter. Hawaiian Electric responded to the arbitration demand and, in October 2015, AES Hawaii and Hawaiian Electric entered into a Settlement Agreement to stay the arbitration proceeding. The Settlement Agreement included certain conditions precedent which, if satisfied would have released the parties from the claims under the arbitration proceeding. Among the conditions precedent was the successful negotiation and PUC approval of an amendment to the existing PPA.
In November 2015, Hawaiian Electric entered into Amendment No. 3 for which PUC approval was requested and
subsequently denied in January 2017. Approval of Amendment No. 3 would have satisfied the final condition for effectiveness
of the Settlement Agreement and resolved AES Hawaii’s claims. Following the PUC’s decision, the parties agreed to extend the
stay of the arbitration proceeding while settlement discussions continued. In February 2018, Hawaiian Electric reached agreement with AES Hawaii on Amendment No. 4 which is subject to PUC approval. Amendment No. 4 among other things, provides, (1) that AES Hawaii will make certain operational commitments to improve reliability, (2) for inclusion of AES Hawaii in the Utilities’ greenhouse gas partnership, (3) provisions to allow AES Hawaii to reduce coal combustion by modifying its fuel consumption to include biomass upon approval, and (4) for release of an option agreement by Hawaiian Electric for land owned by AES Hawaii. Amendment No. 4 includes a stay of the arbitration proceeding pending review by the PUC. If approved by the PUC, Amendment No. 4 will resolve AES Hawaii’s claims.
Hu Honua Bioenergy, LLC. 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, failed to meet its obligations under the PPA and failed to provide adequate assurances that it could perform or had the financial means to perform. Hawaii Electric Light terminated the PPA on March 1, 2016. On November 30, 2016, Hu Honua filed a civil complaint in the United States District Court for the District of Hawaii that included claims purportedly arising out of the termination of Hu Honua’s PPA.  On May 26, 2017, Hawaii Electric Light and Hu Honua entered into a settlement agreement that will settle all claims related to the termination of the original PPA. The settlement agreement was contingent on the PUC’s approval of an amended and restated PPA between Hawaii Electric Light and Hu Honua dated May 5, 2017. In July 2017, the PUC approved the amended and restated PPA. On August 25, 2017, the PUC’s approval was appealed by a third party. The appeal is still pending. Hu Honua is expected to be on-line by the end of 2018.
Utility projects .  Many public utility projects require PUC approval and various permits from other governmental agencies. Difficulties in obtaining, or the inability to obtain, the necessary approvals or permits can result in significantly increased project costs or even cancellation of projects. In the event a project does not proceed, or if it becomes probable the PUC will disallow cost recovery for all or part of a project, or if PUC imposed caps on project costs are expected to be exceeded, project costs may need to be written off in amounts that could result in significant reductions in Hawaiian Electric’s consolidated net income.
Enterprise Resource Planning/Enterprise Asset Management (ERP/EAM) implementation project. On August 11, 2016, the PUC approved the Utilities’ request to commence the ERP/EAM implementation project, subject to certain conditions, including a $77.6 million cap on cost recovery as well as a requirement that the Utilities pass onto customers a

118


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


minimum of $244 million in benefits associated with the system over its 12 -year service life. The decision and order (D&O) approved the deferral of certain project costs and allowed the accrual of allowance for funds used during construction (AFUDC), but limited the AFUDC rate to 1.75% . Pursuant to the D&O and subsequent orders, in September 2017, the Utilities filed a bottom-up, low-level analysis of the project’s benefits and performance metrics and tracking mechanism for passing the project’s benefits on to customers.
On November 30, 2017, the PUC issued an order, which, among other things, directed the Utilities’ to file a position statement regarding the reasonableness of the project, a reworked low-level benefits analysis and initial details of the metrics that will be used to demonstrate the achievement of benefits. On December 18, 2017, the Utilities’ filed their response to the order, re-affirming the need for the project and guaranteed minimum level of $244 million in benefits to customers. The updated low-level benefits analysis provided in the response estimated total benefits to be as much as $256 million . The response further noted that in Hawaiian Electric’s 2017 test year rate case, Hawaiian Electric and the Consumer Advocate have agreed in principle to a “rate case-centric” approach for a benefits delivery mechanism pending PUC approval. On January 4, 2018, the Consumer Advocate filed a statement of position on the Utilities’ response, stating that it does not recommend revocation of the PUC’s prior conditional approval of the project or reductions to the previously ordered cost caps, and continues to recommend the use of a rate case-centric approach to facilitate pass through of the system’s benefits to customers. Monthly reports on the status and costs of the project continue to be filed.
The ERP/EAM Implementation Project is expected to go-live by October 1, 2018. As of December 31, 2017, the Project incurred costs of $35.3 million of which $6.7 million were charged to other operation and maintenance expense, $2.6 million relate to capital costs and $26.0 million are deferred costs.
Schofield Generating Station Project. 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 the construction of a 50 MW utility-owned and operated firm, renewable and dispatchable generation facility at Schofield Barracks. In September 2015, the PUC approved Hawaiian Electric’s application to expend $167 million for the project. In approving the project, the PUC placed a cost cap of $167 million for the project, stated 90% of the cap is allowed for cost recovery through cost recovery mechanisms other than base rates, and stated the $167 million cap will be adjusted downward due to any reduction in the cost of the engine contract due to a reduction in the foreign exchange rate. Hawaiian Electric was required to take all necessary steps to lock in the lowest possible exchange rate. On January 5, 2016, Hawaiian Electric executed window forward contracts which lowered the cost of the engine contract by $9.7 million , resulting in a revised project cost cap of $157.3 million . Hawaiian Electric has received all of the major permits for the project, including a 35 -year site lease from the U.S. Army. Construction of the facility began in October 2016, and the facility is expected to be placed in service in the second quarter of 2018. A request to recover the costs of the project and related operations and maintenance expense through the newly-established Major Project Interim Recovery (MPIR) adjustment mechanism is pending PUC approval. (See “Decoupling” section below for MPIR guidelines and capital cost recovery discussion.) Project costs incurred as of December 31, 2017 amounted to $121.6 million .
West Loch PV Project. In July 2016, Hawaiian Electric announced plans to build, own and operate a utility-owned, grid-tied 20 -MW (ac) solar facility in conjunction with the Department of the Navy at a Navy/Air Force joint base. In June 2017, the PUC approved the expenditure of funds for the project, including Hawaiian Electric’s proposed project cost cap of $67 million and a performance guarantee to provide energy at 9.56 cents/KWH or less to the system. Project costs incurred as of December 31, 2017 amounted to $6.4 million .
In approving the project, the PUC agreed that the project is eligible for recovery of costs offset by related net benefits under the newly-established MPIR adjustment mechanism. (See “Decoupling” section below for MPIR guidelines and capital cost recovery discussion.) Hawaiian Electric provided supplemental materials in August 2017, as requested by the PUC, to support meeting the MPIR guidelines, accompanied by system performance guarantee and cost savings sharing mechanisms. A decision on these matters is pending.
Hawaiian Electric executed a fixed-price Engineering, Procurement, and Construction (EPC) contract for the project on December 5, 2017.
Hawaiian Telcom . The Utilities each have separate agreements for the joint ownership and maintenance of utility poles with Hawaiian Telcom, Inc. (Hawaiian Telcom), the respective county or counties in which each utility operates and other third parties, such as the State of Hawaii. The agreements set forth various circumstances requiring pole removal/installation/replacement and the sharing of costs among the joint pole owners. The agreements allow for the cost of work done by one joint pole owner to be shared by the other joint pole owners based on the apportionment of costs in the agreements. The Utilities have maintained, replaced and installed the majority of the jointly-owned poles in each of the respective service territories, and have billed the other joint pole owners for their respective share of the costs. The counties and the State have been reimbursing the Utilities for their share of the costs. However, Hawaiian Telcom has been delinquent in reimbursing the Utilities for its share of the costs.

119


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Hawaiian Electric has initiated a dispute resolution process to collect the unpaid amounts from Hawaiian Telcom as specified by the joint pole agreement. This dispute resolution process is stayed pending settlement negotiations. For Hawaii Electric Light, the agreement does not specify an alternative dispute resolution process, and thus a complaint for payment was filed with the Circuit Court in June 2016. This complaint is stayed pending settlement negotiations. Maui Electric has not yet commenced any legal action to recover the delinquent amounts. The Utilities and Hawaiian Telcom have entered into a non-binding memorandum of understanding to endeavor to negotiate agreements, subject to PUC approval, for purchase by the Utilities of Hawaiian Telcom’s interest in all the joint poles, with payment of the purchase price of such interest in the poles to be offset in part by the receivables owed by Hawaiian Telcom to the Utilities. As of December 31, 2017, total receivables under the joint pole agreement, including interest, from Hawaiian Telcom are $22.3 million ( $15.0 million at Hawaiian Electric, $6.0 million at Hawaii Electric Light, and $1.3 million at Maui Electric). Management expects to prevail on these claims but has reserved for the accrued interest of $4.9 million on the receivables.
Environmental regulation .  The Utilities are subject to environmental laws and regulations that regulate the operation of existing facilities, the construction and operation of new facilities and the proper cleanup and disposal of hazardous waste and toxic substances.
Hawaiian Electric, Hawaii Electric Light and Maui Electric, like other utilities, periodically encounter petroleum or other chemical releases into the environment associated with current or previous operations. The Utilities report and take action on these releases when and as required by applicable law and regulations. The Utilities believe the costs of responding to such releases identified to date will not have a material effect, individually or in the aggregate, on Hawaiian Electric’s consolidated results of operations, financial condition or liquidity.
Former Molokai Electric Company generation site .  In 1989, Maui Electric acquired by merger Molokai Electric Company. Molokai Electric Company had sold its former generation site (Site) in 1983, but continued to operate at the Site under a lease until 1985. The EPA has since identified environmental impacts in the subsurface soil at the Site. Although Maui Electric never operated at the Site or owned the Site property, after discussions with the EPA and the DOH Maui Electric agreed to undertake additional investigations at the Site and an adjacent parcel that Molokai Electric Company had used for equipment storage (the Adjacent Parcel) to determine the extent of environmental contamination. A 2011 assessment by a Maui Electric contractor of the Adjacent Parcel identified environmental impacts, including elevated polychlorinated biphenyls (PCBs) in the subsurface soils. In cooperation with the DOH and EPA, Maui Electric is further investigating the Site and the Adjacent Parcel to determine the extent of impacts of PCBs, residual fuel oils, and other subsurface contaminants. Maui Electric has a reserve balance of $3.0 million as of December 31, 2017, representing the probable and reasonably estimated cost to complete the additional investigation and estimated cleanup costs at the Site and the Adjacent Parcel; however, final costs of remediation will depend on the results of continued investigation.
Pearl Harbor sediment study . In July 2014, the U.S. Navy notified Hawaiian Electric of the Navy’s determination that Hawaiian Electric is a Potentially Responsible Party responsible for cleanup of PCB contamination in sediment in the area offshore of the Waiau Power Plant as part of the Pearl Harbor Superfund Site. The Navy has also requested that Hawaiian Electric reimburse the costs incurred by the Navy to investigate the area. The Navy has completed a remedial investigation and a feasibility study (FS) for the remediation of contaminated sediment at several locations in Pearl Harbor and issued its Final FS Report on June 29, 2015. On February 2, 2016, the Navy released the Proposed Plan for Pearl Harbor Sediment Remediation and Hawaiian Electric submitted comments. The extent of the contamination, the appropriate remedial measures to address it and Hawaiian Electric’s potential responsibility for any associated costs have not been determined.
On March 23, 2015, Hawaiian Electric received a letter from the EPA requesting that Hawaiian Electric submit a work plan to assess potential sources and extent of PCB contamination onshore at the Waiau Power Plant. Hawaiian Electric submitted a sampling and analysis (SAP) work plan to the EPA and the DOH. Onshore sampling at the Waiau Power Plant was completed in two phases in December 2015 and June 2016. Appropriate remedial measures are being developed to address the extent of the onshore contamination, and any associated costs have not yet been determined.
As of December 31, 2017, the reserve account balance recorded by Hawaiian Electric to address the PCB contamination was $ 4.8 million . The reserve represents the probable and reasonably estimable cost to complete the onshore and offshore investigations and the remediation of PCB contamination in the offshore sediment. The final remediation costs will depend on the assessment of potential source control requirements, as well as the further investigation of contaminated sediment offshore from the Waiau Power Plant by the Navy.
Asset retirement obligations .  AROs represent legal obligations associated with the retirement of certain tangible long-lived assets, are measured as the present value of the projected costs for the future retirement of specific assets and are recognized in the period in which the liability is incurred if a reasonable estimate of fair value can be made. The Utilities’ recognition of AROs have no impact on their earnings. The cost of the AROs is recovered over the life of the asset through depreciation.

120


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


AROs recognized by the Utilities relate to legal obligations associated with the retirement of plant and equipment, including removal of asbestos and other hazardous materials.
The Utilities recorded AROs related to the removal of retired generating units at Hawaiian Electric’s Honolulu and Waiau power plants, certain types of transformers and underground storage tanks, and the abandonment of fuel pipelines, underground injection and supply wells. In 2017, for the retired generating unit removal projects, the AROs were reassessed (resulting in a downward revision in estimated cash flows), the removal projects were completed and the AROs were reduced to nil .
Changes to the ARO liability included in “Other liabilities” on Hawaiian Electric’s balance sheet were as follows:
(in thousands)
2017
 
2016
Balance, January 1
$
25,589

 
$
26,848

Accretion expense
10

 
10

Liabilities incurred
5,370

 

Liabilities settled
(527
)
 
(1,269
)
Revisions in estimated cash flows
(24,407
)
 

Balance, December 31
$
6,035

 
$
25,589

The Utilities have not recorded AROs for assets that are expected to operate indefinitely or where the Utilities cannot estimate a settlement date (or range of potential settlement dates). As such ARO liabilities are not recorded for certain asset retirement activities, including various Utilities-owned generating facilities and certain electric transmission, distribution and telecommunications assets resulting from easements over property not owned by the Utilities.
Regulatory proceedings
Decoupling . Decoupling is a regulatory model that is intended to facilitate meeting the State of Hawaii’s goals to transition to a clean energy economy and achieve an aggressive renewable portfolio standard. The decoupling model implemented in Hawaii delinks revenues from sales and includes annual rate adjustments. The decoupling mechanism has three components: (1) a sales decoupling component via a revenue balancing account (RBA), (2) a revenue escalation component via a rate adjustment mechanism (RAM) and (3) an earnings sharing mechanism, which would provide for a reduction of revenues between rate cases in the event the utility exceeds the ROACE allowed in its most recent rate case. Decoupling provides for more timely cost recovery and earning on investments.
For the RAM years 2014 - 2016, Hawaiian Electric was allowed to record RAM revenue beginning on January 1 and to bill such amounts from June 1 of the applicable year through May 31 of the following year. Subsequent to 2016, Hawaiian Electric reverted to the RAM provisions initially approved in March 2011— i.e., RAM is both accrued and billed from June 1 of each year through May 31 of the following year, and RAM revenues for the year 2017 were approximately $20 million lower than 2016 as a result of the reversion.
2015 decoupling order . On March 31, 2015, the PUC issued an Order (the 2015 Decoupling Order) that modified the RAM portion of the decoupling mechanism to be capped at the lesser of the RAM revenue adjustment as then determined (based on an inflationary adjustment for certain O&M expenses and return on investment for certain rate base changes) and a RAM revenue adjustment calculated based on the cumulative annual compounded increase in Gross Domestic Product Price Index applied to annualized target revenues (the RAM Cap). The 2015 Decoupling Order provided a specific basis for calculating the target revenues until the next rate case, at which time the target revenues will reset upon the issuance of an interim or final D&O in a rate case. The triennial rate case cycle required under the decoupling mechanism continues to serve as the maximum period between the filing of general rate cases.
The RAM Cap impacted the Utilities' recovery of capital investments as follows:
Hawaiian Electric's RAM revenues were limited to the RAM Cap in 2015, 2016 and 2017.
Maui Electric's RAM revenues were limited to the RAM Cap in 2015 and 2016; however, the 2017 RAM revenues were below the RAM Cap.
Hawaii Electric Light’s RAM revenues were below the RAM Cap in 2015, 2016 and 2017.
2017 decoupling order . On April 27, 2017, the PUC issued an Order (the 2017 Decoupling Order) that required the establishment of specific performance incentive mechanisms and provided guidelines for interim recovery of revenues to support major projects placed in service between general rate cases.

121


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Measurement of performance under the following performance incentive mechanisms began January 1, 2018:
Service Reliability Performance measured by System Average Interruption Duration and Frequency Indexes (penalties only). Target performance is based on each utility’s historical 10 -year average performance with a deadband of one standard deviation. The maximum penalty for each performance index is 20 basis points applied to the common equity share of each respective utility’s rate base (or approximately $6 million penalty for both in total for the three utilities).
Call Center Performance measured by the percentage of calls answered within 30 seconds. Target performance is based on the annual average performance for each utility for the most recent 8 quarters with a deadband of 3% above and below the target. The maximum penalty or incentive is 8 basis points applied to the common equity share of each respective utility’s rate base (or approximately $1.2 million penalty or incentive in total for the three utilities).
The 2017 Decoupling Order also established guidelines for MPIR. Projects eligible for recovery through the MPIR adjustment mechanism are major projects (i.e., projects with capital expenditures net of customer contributions in excess of $2.5 million ), including but not restricted to renewable energy, energy efficiency, utility scale generation, grid modernization and smaller qualifying projects grouped into programs for review. The MPIR adjustment mechanism provides the opportunity to recover revenues for net costs of approved eligible projects placed in service between general rate cases wherein cost recovery is limited by a revenue cap and is not provided by other effective recovery mechanisms. The request for PUC approval must include a business case and all costs that are allowed to be recovered through the MPIR adjustment mechanism shall be offset by any related benefits. The guidelines provide for accrual of revenues approved for recovery upon in-service date to be collected from customers through the annual RBA tariff. Capital projects which are not recovered through the MPIR would be included in the RAM and be subject to the RAM cap, until the next rate case when the utilities would request recovery in base rates.
In the 2017 Decoupling Order, the PUC indicated that, in pending and subsequent rate cases, the PUC intends to require all fuel expenses and purchased energy expenses be recovered through an appropriately modified energy cost adjustment mechanism rather than through base rates, and will consider adopting processes to periodically reset fuel efficiency measures embedded in the energy cost adjustment mechanism to account for changes in the generating system.
Annual decoupling filings . On March 31, 2017, the Utilities submitted to the PUC, their annual decoupling filings. Maui Electric amended its annual decoupling filing on May 22, 2017, to update and revise certain cost information. On May 31, 2017, the PUC approved the annual decoupling filings for tariffed rates that are effective from June 1, 2017 through May 31, 2018. The net annual incremental amounts to be collected (refunded) are as follows:
($ in millions)
 
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
2017 Annual incremental RAM adjusted revenues
 
$
12.7

 
$
3.2

 
$
1.6

Annual change in accrued RBA balance as of December 31, 2016 (and associated revenue taxes) (refunded)
 
$
(2.4
)
 
$
(2.5
)
 
$
(0.2
)
Net annual incremental amount to be collected under the tariffs
 
$
10.3

 
$
0.7

 
$
1.4

Most recent rate proceedings.
Hawaiian Electric consolidated 2014 and 2017 test year rate cases . On June 27, 2014, Hawaiian Electric submitted its 2014 test year rate case filing, stating that it intended to forgo the opportunity to seek a general rate increase in base rates. On December 16, 2016, Hawaiian Electric filed an application with the PUC for a general rate increase of $106.4 million over revenues at current effective rates, based on a 2017 test year and an 8.28% rate of return (which incorporated a ROACE of 10.6% ).
On December 23, 2016, the PUC issued an order consolidating the Hawaiian Electric filings for the 2014 and 2017 test year rate cases. The order concluded that Hawaiian Electric's 2014 rate case filing did not comply with the requirement in the decoupling order that Hawaiian Electric file an application for a general rate case every three years.
On November 15, 2017, Hawaiian Electric and the Consumer Advocate filed a Stipulated Settlement Letter indicating that it had resolved all issues in this proceeding, except for the narrow issue on whether the stipulated ROACE should be reduced from 9.75% (by up to 25 basis points) based solely on the impact of decoupling. Hawaiian Electric and the Consumer Advocate also agreed to certain revisions to the ECAC tariff, including increasing the LSFO target sales heat rate, the pass-through of minor energy generation for 100% fuel recovery, and the removal of target heat rates for the company-owned minor energy composite costs for diesel and biodiesel fuel.
On December 15, 2017, the PUC issued an interim decision and order (Interim D&O), which approved the interim rate relief set forth in Hawaiian Electric’s statement of probable entitlement filed on November 17, 2017, including the ROR of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7.57% and the ROACE of 9.50% and a capital structure that includes 57% common equity, but made the following downward adjustments: (1) reduced (estimated to be approximately $6 million in revenue requirement) the pension regulatory asset (and increased the post-retirement benefits other than pension (OPEB) regulatory liability) (net pension regulatory asset) that have accrued under the PUC-approved tracking mechanisms since Hawaiian Electric’s last base rate increase in 2011 and the corresponding amortization expense, based on the PUC’s rationale that by Hawaiian Electric’s request to forego a base rate increase in the 2014 test year rate case, Hawaiian Electric relinquished a part of the recovery of the net pension regulatory asset that would have been recovered as a result of the 2014 rate case; (2) reduced (estimated to be approximately $5 million in revenue requirement) the pension contribution regulatory asset established in 2011 by $17.2 million and the corresponding amortization expense, based on a finding that Hawaiian Electric should have begun amortizing the regulatory asset on July 22, 2011, the date of the interim rate increase for Hawaiian Electric’s 2011 test year rate case; and (3) a “hold-back” of $5 million relating to baseline plant additions from 2014 through the 2017 test year, pending further examination of the prudence of Hawaiian Electric’s baseline plant additions. The interim D&O indicated that the PUC intends to further review Hawaiian Electric’s ROACE, Hawaiian Electric’s change in methodology for allocation of indirect costs, modifications to the ECAC and the components of target revenues used in the decoupling mechanism in the remainder of the proceeding.
Hawaiian Electric filed a motion for partial reconsideration of the Interim D&O, and on January 18, 2018, the PUC issued an Order (January 18 Order) irrevocably reversing the net pension regulatory asset adjustment in the Interim D&O, among other things, and instead imposed a hold back of $6 million of revenues, and indicated the PUC will verify whether the $6 million is the appropriate revenue reduction amount to benefit customers; however no further adjustment will be made to the net pension regulatory asset in the final D&O.
On January 11, 2018, the PUC issued an amended procedural order, which narrowed the statement of issues for the remainder of the proceeding and included the issue of what adjustments are necessary as a result of the Tax Cuts and Jobs Act (Tax Act). Evidentiary hearings are now scheduled for March 12 to 16, 2018.
On January 19, 2018, Hawaiian Electric submitted revised schedules and revised revenue requirements, reflecting the Interim D&O and January 18 Order. The revised revenues requirements, based on an overall rate of return of 7.57% , which reflects a capital structure that includes 57% common equity and ROACE for interim purposes of 9.5% , and the adjustments resulting from the Interim D&O, indicated an interim increase in revenues of $36 million . On February 9, 2018, the PUC approved Hawaiian Electric’s proposed interim schedules, reflecting an interim increase of $36 million , to be effective on February 16, 2018.
On February 14, 2018, the Parties and Participants filed simultaneous testimonies on the amended statement of issues. Hawaiian Electric’s testimonies proposed an increase of $15.6 million over revenues at current effective rates, which reflected an ROACE of 9.75% , an alternative proposed treatment of the pension contributions regulatory asset and the reduction of the corporate income tax rate from 35% to 21% due to the Tax Act, and excluded any disallowance of baseline plant.
Maui Electric consolidated 2015 and 2018 test year rate cases . On December 30, 2014, Maui Electric submitted its 2015 test year rate case filing, proposing no change to its base rates. On June 9, 2017, Maui Electric filed a notice of intent with the PUC to file a general rate case application by December 30, 2017 for a 2018 test year. On August 4, 2017, the PUC issued an order consolidating the Maui Electric filings for the 2015 and 2018 test year rate cases. Similar to the PUC’s conclusion regarding Hawaiian Electric’s 2014 rate case filing, the order also found and concluded that Maui Electric’s 2015 rate case filing did not comply with the Mandatory Triennial Rate Case Cycle requirement in the decoupling order that Maui Electric file an application for a general rate case every three years. The order further stated that the PUC is not initiating an investigation/enforcement proceeding against Maui Electric regarding its compliance with the decoupling order, and the transfer and consolidation of Maui Electric’s 2015 rate case with the 2018 rate case is intended to ensure that ratepayers receive the attendant benefits of Maui Electric’s decision to voluntarily forgo a general rate increase in base rates for its mandated 2015 test year. The order stated that: “[T]he determination and disposition of any rates, accounts, adjustment mechanisms, and practices that would have been subject to review in the context of a 2015 test year rate case proceeding are subject to appropriate adjustment based on evidence and findings in the consolidated rate case proceeding.”
On October 12, 2017, Maui Electric filed its 2018 test year rate case application with the PUC for a general rate increase of $30.1 million over revenues at current effective rates (for a 9.3% increase in revenues) based on a 2018 test year and an 8.05% rate of return (which incorporates a ROACE of 10.6% and a capital structure that includes a 56.9% common equity capitalization) on a $473 million rate base. The requested rate increase is primarily to pay for operating costs, including system upgrades to increase reliability, integrate more renewable energy, and improve customer service. Further, Maui Electric requested that if a decision in a docket (filed in December 2016) seeking approval of new depreciation rates is rendered prior to new rates being established in the Maui Electric 2018 test year rate case, the new electric rates be based on the depreciation rates as a result of that docket. If the proposed depreciation rates are used to calculate Maui Electric’s 2018 test year revenue requirement, the requested revenue increase would be $46.6 million ( 14.3% ) over revenues at current effective rates.

123


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Maui Electric filed an exhibit with information responding to the PUC’s consolidation order, and explained why its forgoing of a general rate increase in the 2015 test year should not result in any further adjustments to Maui Electric’s revenue requirement in the 2018 test year.
On December 26, 2017, the PUC issued a procedural schedule that includes Maui Electric and the Consumer Advocate submitting statements of probable entitlement on June 25, 2018, an evidentiary hearing from July 16 to 20, 2018, and an interim D&O on August 13, 2018.
Hawaii Electric Light 2016 test year rate case . On September 19, 2016, Hawaii Electric Light filed an application with the PUC for a general rate increase of $19.3 million , based on an 8.44% rate of return (which incorporated a ROACE of 10.60% ).
On July 11, 2017, Hawaii Electric Light and the Consumer Advocate filed a Stipulated Settlement Letter, which documented agreements reached with the Consumer Advocate on all of the issues in the proceeding, except for whether the stipulated ROACE should be reduced from 9.75% (by up to 25 basis points) based solely on the impact of decoupling, considering current circumstances and relevant precedents. On August 21, 2017, the PUC issued an order granting an interim rate increase of $9.9 million based on the Stipulated Settlement and an ROACE of 9.5% and subject to refund with interest, if it exceeds amounts allowed in a final order. The interim rate increase was implemented on August 31, 2017.
Tax Cuts and Jobs Act impact on utility rates . On January 26, 2018, the PUC issued an order opening a proceeding to investigate the impacts of the Tax Cuts and Jobs Act of 2017 (Tax Act), naming multiple public utilities in Hawaii as parties to the proceeding. The order directed the parties to immediately begin tracking the impacts of the Tax Act, as of January 1, 2018, and to use deferred regulatory accounting practices, such as the use of regulatory assets and liabilities, to record the differences resulting from the Tax Act and what would have been recorded if the Tax Act did not go into effect. The order further stated that the PUC will provide further direction regarding final utility rate adjustments as a result of the Tax Act through subsequent orders in dockets outside of this proceeding (i.e., in rate cases or order to show cause proceedings).
In accordance with the order, on January 31, 2018, the Utilities filed estimated impacts of the Tax Act. The filing stated that the lower corporate income tax rate would decrease the Utilities’ income tax expense starting in 2018 and accordingly reduce the income tax expense, net of rate base impacts, in revenue requirements by approximately $28.0 million for Hawaiian Electric, $6.6 million for Hawaii Electric Light, and $2.5 million for Maui Electric. The filing stated that the Utilities would propose reflecting the reduction in income tax expense into rates through the Hawaiian Electric 2017 rate case interim increase, the Hawaii Electric Light 2016 rate case interim increase, and through a separate sur-credit in advance of the interim D&O in the Maui Electric 2018 rate case. The filing further provided estimates of the impacts on revenue requirements due to the amortization of the credit for excess accumulated deferred income taxes (ADIT) and the offsetting rate base impact of a decrease in ADIT from the loss of bonus depreciation and the loss of the exclusion from taxability of contributions in aid of construction received from governmental entities (included in the income tax expense impact above). The Utilities indicated that they will track all of these impacts and begin to roll them into rates at a future date, when the methodology of the return to customers is decided. The Utilities will consider additional tax items as the Internal Revenue Service and Joint Committee on Taxation issue additional guidance.
Consolidating financial information. Hawaiian Electric is not required to provide separate financial statements or other disclosures concerning Hawaii Electric Light and Maui Electric to holders of the 2004 Debentures issued by Hawaii Electric Light and Maui Electric to HECO Capital Trust III (Trust III) since all of their voting capital stock is owned, and their obligations with respect to these securities have been fully and unconditionally guaranteed, on a subordinated basis, by Hawaiian Electric. Consolidating information is provided below for Hawaiian Electric and each of its subsidiaries for the periods ended and as of the dates indicated.
Hawaiian Electric also unconditionally guarantees Hawaii Electric Light’s and Maui Electric’s obligations (a) to the State of Hawaii for the repayment of principal and interest on Special Purpose Revenue Bonds issued for the benefit of Hawaii Electric Light and Maui Electric, (b) under their respective private placement note agreements and the Hawaii Electric Light notes and Maui Electric notes issued thereunder (see Hawaiian Electric and Subsidiaries' Consolidated Statements of Capitalization) and (c) relating to the trust preferred securities of Trust III (see above under unconsolidated variable interest entities). Hawaiian Electric is also obligated, after the satisfaction of its obligations on its own preferred stock, to make dividend, redemption and liquidation payments on Hawaii Electric Light’s and Maui Electric’s preferred stock if the respective subsidiary is unable to make such payments.

124


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of income
Year ended December 31, 2017
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating adjustments
 
 
Hawaiian Electric
Consolidated
Revenues
$
1,598,504

 
333,467

 
325,678

 

 
(83
)
[1]
 
$
2,257,566

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Fuel oil
408,204

 
63,894

 
115,670

 

 

 
 
587,768

Purchased power
454,189

 
87,772

 
44,673

 

 

 
 
586,634

Other operation and maintenance
279,440

 
66,277

 
72,193

 

 

 
 
417,910

Depreciation
130,889

 
38,741

 
23,154

 

 

 
 
192,784

Taxes, other than income taxes
152,933

 
31,184

 
30,832

 

 

 
 
214,949

   Total expenses
1,425,655

 
287,868

 
286,522

 

 

 
 
2,000,045

Operating income
172,849

 
45,599

 
39,156

 

 
(83
)
 
 
257,521

Allowance for equity funds used during construction
10,896

 
554

 
1,033

 

 

 
 
12,483

Equity in earnings of subsidiaries
38,057

 

 

 

 
(38,057
)
[2]
 

Interest expense and other charges, net
(48,277
)
 
(11,799
)
 
(9,644
)
 

 
83

[1]
 
(69,637
)
Allowance for borrowed funds used during construction
4,089

 
238

 
451

 

 

 
 
4,778

Income before income taxes
177,614

 
34,592

 
30,996

 

 
(38,057
)
 
 
205,145

Income taxes
56,583

 
13,912

 
12,704

 

 

 
 
83,199

Net income
121,031

 
20,680

 
18,292

 

 
(38,057
)
 
 
121,946

Preferred stock dividends of subsidiaries

 
534

 
381

 

 

 
 
915

Net income attributable to Hawaiian Electric
121,031

 
20,146

 
17,911

 

 
(38,057
)
 
 
121,031

Preferred stock dividends of Hawaiian Electric
1,080

 

 

 

 

 
 
1,080

Net income for common stock
$
119,951

 
20,146

 
17,911

 

 
(38,057
)
 
 
$
119,951


Consolidating statement of comprehensive income
Year ended December 31, 2017
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating
adjustments
 
 
Hawaiian Electric
Consolidated
Net income for common stock
$
119,951

 
20,146

 
17,911

 

 
(38,057
)
 
 
$
119,951

Other comprehensive income (loss), net of taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives qualified as cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
 
Reclassification adjustment to net income, net of taxes
454

 

 

 

 

 
 
454

Retirement benefit plans:
 

 
 

 
 

 
 

 
 
 
 
 

Net gains arising during the period, net of taxes
63,105

 
3,093

 
7,329

 

 
(10,422
)
[1]
 
63,105

Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
14,477

 
1,903

 
1,619

 

 
(3,522
)
[1]
 
14,477

Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
(78,724
)
 
(4,994
)
 
(9,003
)
 

 
13,997

[1]
 
(78,724
)
Other comprehensive income (loss), net of taxes
(688
)
 
2

 
(55
)
 

 
53

 
 
(688
)
Comprehensive income attributable to common shareholder
$
119,263

 
20,148

 
17,856

 

 
(38,004
)
 
 
$
119,263


125


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of income
Year ended December 31, 2016
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating adjustments
 
 
Hawaiian Electric
Consolidated
Revenues
$
1,474,384

 
311,385

 
308,705

 

 
(106
)
[1]
 
$
2,094,368

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Fuel oil
305,359

 
55,094

 
94,251

 

 

 
 
454,704

Purchased power
431,009

 
81,018

 
50,713

 

 

 
 
562,740

Other operation and maintenance
273,176

 
63,897

 
68,460

 

 

 
 
405,533

Depreciation
126,086

 
37,797

 
23,178

 

 

 
 
187,061

Taxes, other than income taxes
141,615

 
29,017

 
29,230

 

 

 
 
199,862

   Total expenses
1,277,245

 
266,823

 
265,832

 

 

 
 
1,809,900

Operating income
197,139

 
44,562

 
42,873

 

 
(106
)
 
 
284,468

Allowance for equity funds used
   during construction
6,659

 
765

 
901

 

 

 
 
8,325

Equity in earnings of subsidiaries
42,391

 

 

 

 
(42,391
)
[2]
 

Interest expense and other charges, net
(45,839
)
 
(11,555
)
 
(9,536
)
 
 
 
106

[1]
 
(66,824
)
Allowance for borrowed funds used during construction
2,484

 
294

 
366

 

 

 
 
3,144

Income before income taxes
202,834

 
34,066

 
34,604

 

 
(42,391
)
 
 
229,113

Income taxes
59,437

 
12,277

 
13,087

 

 

 
 
84,801

Net income
143,397

 
21,789

 
21,517

 

 
(42,391
)
 
 
144,312

Preferred stock dividends of subsidiaries

 
534

 
381

 

 

 
 
915

Net income attributable to Hawaiian Electric
143,397

 
21,255

 
21,136

 

 
(42,391
)
 
 
143,397

Preferred stock dividends of Hawaiian Electric
1,080

 

 

 

 

 
 
1,080

Net income for common stock
$
142,317

 
21,255

 
21,136

 

 
(42,391
)
 
 
$
142,317


Consolidating statement of comprehensive income
Year ended December 31, 2016
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating adjustments
 
 
Hawaiian Electric
Consolidated
Net income for common stock
$
142,317

 
21,255

 
21,136

 

 
(42,391
)
 
 
$
142,317

Other comprehensive income (loss), net of taxes:
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives qualified as cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
 
Effective portion of foreign currency hedge net unrealized losses arising during the period, net of tax benefits
(281
)
 

 

 

 

 
 
(281
)
Reclassification adjustment to net income, net of taxes
(173
)
 

 

 

 

 
 
(173
)
Retirement benefit plans:
 

 
 

 
 

 
 

 
 

 
 
 

Net losses arising during the period, net of tax benefits
(42,631
)
 
(5,141
)
 
(5,447
)
 

 
10,588

[1]
 
(42,631
)
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits
13,254

 
1,718

 
1,549

 

 
(3,267
)
[1]
 
13,254

Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes
28,584

 
3,269

 
3,852

 

 
(7,121
)
[1]
 
28,584

Other comprehensive loss, net of tax benefits
(1,247
)
 
(154
)
 
(46
)
 

 
200

 
 
(1,247
)
Comprehensive income attributable to common shareholder
$
141,070

 
21,101

 
21,090

 

 
(42,191
)
 
 
$
141,070


126


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of income
Year ended December 31, 2015
(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

Consolidating statement of comprehensive income
Year ended December 31, 2015
(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 taxes
5,638

 
(2,710
)
 
(1,352
)
 

 
4,062

[1]
 
5,638

Adjustment for amortization of 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

Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits
(25,139
)
 
104

 
(1,107
)
 

 
1,003

[1]
 
(25,139
)
Other comprehensive income, net of taxes
880

 
122

 
44

 

 
(166
)
 
 
880

Comprehensive income attributable to common shareholder
$
136,594

 
20,877

 
22,209

 

 
(43,086
)
 
 
$
136,594



127


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating balance sheet
December 31, 2017
(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
$
43,972

 
6,189

 
3,016

 

 

 
 
$
53,177

Plant and equipment
4,492,568

 
1,299,920

 
1,154,075

 

 

 
 
6,946,563

Less accumulated depreciation
(1,451,612
)
 
(528,024
)
 
(496,716
)
 

 

 
 
(2,476,352
)
Construction in progress
245,995

 
11,922

 
25,322

 

 

 
 
283,239

Utility property, plant and equipment, net
3,330,923

 
790,007

 
685,697

 

 

 
 
4,806,627

Nonutility property, plant and equipment, less accumulated depreciation
5,933

 
115

 
1,532

 

 

 
 
7,580

Total property, plant and equipment, net
3,336,856

 
790,122

 
687,229

 

 

 
 
4,814,207

Investment in wholly-owned subsidiaries, at equity
557,013

 

 

 

 
(557,013
)
[2]
 

Current assets
 

 
 

 
 

 
 

 
 

 
 
 

Cash and cash equivalents
2,059

 
4,025

 
6,332

 
101

 

 
 
12,517

Advances to affiliates

 

 
12,000

 

 
(12,000
)
[1]
 

Customer accounts receivable, net
86,987

 
22,510

 
18,392

 

 

 
 
127,889

Accrued unbilled revenues, net
77,176

 
15,940

 
13,938

 

 

 
 
107,054

Other accounts receivable, net
11,376

 
2,268

 
1,210

 

 
(7,691
)
[1]
 
7,163

Fuel oil stock, at average cost
64,972

 
8,698

 
13,203

 

 

 
 
86,873

Materials and supplies, at average cost
28,325

 
8,041

 
18,031

 

 

 
 
54,397

Prepayments and other
17,928

 
4,514

 
2,913

 

 

 
 
25,355

Regulatory assets
76,203

 
5,038

 
7,149

 

 

 
 
88,390

Total current assets
365,026

 
71,034

 
93,168

 
101

 
(19,691
)
 
 
509,638

Other long-term assets
 

 
 

 
 

 
 

 
 

 
 
 

Regulatory assets
557,464

 
122,783

 
100,660

 

 

 
 
780,907

Unamortized debt expense
436

 
77

 
98

 

 

 
 
611

Other
59,721

 
16,234

 
14,963

 

 

 
 
90,918

Total other long-term assets
617,621

 
139,094

 
115,721

 

 

 
 
872,436

Total assets
$
4,876,516

 
1,000,250

 
896,118

 
101

 
(576,704
)
 
 
$
6,196,281

Capitalization and liabilities
 

 
 

 
 

 
 

 
 

 
 
 

Capitalization
 

 
 

 
 

 
 

 
 

 
 
 

Common stock equity
$
1,845,283

 
286,647

 
270,265

 
101

 
(557,013
)
[2]
 
$
1,845,283

Cumulative preferred stock–not subject to mandatory redemption
22,293

 
7,000

 
5,000

 

 

 
 
34,293

Long-term debt, net
924,979

 
202,701

 
190,836

 

 

 
 
1,318,516

Total capitalization
2,792,555

 
496,348

 
466,101

 
101

 
(557,013
)
 
 
3,198,092

Current liabilities
 

 
 

 
 

 
 

 
 

 
 
 

Current portion of long-term debt
29,978

 
10,992

 
8,993

 

 

 
 
49,963

Short-term borrowings-non-affiliate
4,999

 

 

 

 

 
 
4,999

Short-term borrowings-affiliate
12,000

 

 

 

 
(12,000
)
[1]
 

Accounts payable
121,328

 
17,855

 
20,427

 

 

 
 
159,610

Interest and preferred dividends payable
15,677

 
4,174

 
2,735

 

 
(11
)
[1]
 
22,575

Taxes accrued
133,839

 
34,950

 
30,312

 

 

 
 
199,101

Regulatory liabilities
607

 
1,245

 
1,549

 

 

 
 
3,401

Other
43,121

 
9,818

 
14,197

 

 
(7,680
)
[1]
 
59,456

Total current liabilities
361,549

 
79,034

 
78,213

 

 
(19,691
)
 
 
499,105

Deferred credits and other liabilities
 

 
 

 
 

 
 

 
 

 
 
 
Deferred income taxes
281,223

 
56,955

 
55,863

 

 

 
 
394,041

Regulatory liabilities
613,329

 
169,139

 
94,901

 

 

 
 
877,369

Unamortized tax credits
59,039

 
16,167

 
15,163

 

 

 
 
90,369

Defined benefit pension and other postretirement benefit plans liability
340,983

 
66,447

 
65,518

 

 

 
 
472,948

Other
61,738

 
19,276

 
17,675

 

 

 
 
98,689

Total deferred credits and other liabilities
1,356,312

 
327,984

 
249,120

 

 

 
 
1,933,416

Contributions in aid of construction
366,100

 
96,884

 
102,684

 

 

 
 
565,668

Total capitalization and liabilities
$
4,876,516

 
1,000,250

 
896,118

 
101

 
(576,704
)
 
 
$
6,196,281


128


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating balance sheet
December 31, 2016
(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
$
43,956

 
6,181

 
3,016

 

 

 
 
$
53,153

Plant and equipment
4,241,060

 
1,255,185

 
1,109,487

 

 

 
 
6,605,732

Less accumulated depreciation
(1,382,972
)
 
(507,666
)
 
(478,644
)
 

 

 
 
(2,369,282
)
Construction in progress
180,194

 
12,510

 
19,038

 

 

 
 
211,742

Utility property, plant and equipment, net
3,082,238

 
766,210

 
652,897

 

 

 
 
4,501,345

Nonutility property, plant and equipment, less accumulated depreciation
5,760

 
115

 
1,532

 

 

 
 
7,407

Total property, plant and equipment, net
3,087,998

 
766,325

 
654,429

 

 

 
 
4,508,752

Investment in wholly-owned subsidiaries, at equity
550,946

 

 

 

 
(550,946
)
[2]
 

Current assets
 

 
 

 
 

 
 

 
 

 
 
 

Cash and cash equivalents
61,388

 
10,749

 
2,048

 
101

 

 
 
74,286

Advances to affiliates

 
3,500

 
10,000

 

 
(13,500
)
[1]
 

Customer accounts receivable, net
86,373

 
20,055

 
17,260

 

 

 
 
123,688

Accrued unbilled revenues, net
65,821

 
13,564

 
12,308

 

 

 
 
91,693

Other accounts receivable, net
7,652

 
2,445

 
1,416

 

 
(6,280
)
[1]
 
5,233

Fuel oil stock, at average cost
47,239

 
8,229

 
10,962

 

 

 
 
66,430

Materials and supplies, at average cost
29,928

 
7,380

 
16,371

 

 

 
 
53,679

Prepayments and other
16,502

 
5,352

 
2,179

 

 
(933
)
[3]
 
23,100

Regulatory assets
60,185

 
3,483

 
2,364

 

 

 
 
66,032

Total current assets
375,088

 
74,757

 
74,908

 
101

 
(20,713
)
 
 
504,141

Other long-term assets
 

 
 

 
 

 
 

 
 

 
 
 

Regulatory assets
662,232

 
120,863

 
108,324

 

 

 
 
891,419

Unamortized debt expense
151

 
23

 
34

 

 

 
 
208

Other
43,743

 
13,573

 
13,592

 

 

 
 
70,908

Total other long-term assets
706,126

 
134,459

 
121,950

 

 

 
 
962,535

Total assets
$
4,720,158

 
975,541

 
851,287

 
101

 
(571,659
)
 
 
$
5,975,428

Capitalization and liabilities
 

 
 

 
 

 
 

 
 

 
 
 

Capitalization
 

 
 

 
 

 
 

 
 

 
 
 

Common stock equity
$
1,799,787

 
291,291

 
259,554

 
101

 
(550,946
)
[2]
 
$
1,799,787

Cumulative preferred stock–not subject to mandatory redemption
22,293

 
7,000

 
5,000

 

 

 
 
34,293

Long-term debt, net
915,437

 
213,703

 
190,120

 

 

 
 
1,319,260

Total capitalization
2,737,517

 
511,994

 
454,674

 
101

 
(550,946
)
 
 
3,153,340

Current liabilities
 

 
 

 
 

 
 

 
 

 
 
 

Short-term borrowings-affiliate
13,500

 

 

 

 
(13,500
)
[1]
 

Accounts payable
86,369

 
18,126

 
13,319

 

 

 
 
117,814

Interest and preferred dividends payable
15,761

 
4,206

 
2,882

 

 
(11
)
[1]
 
22,838

Taxes accrued
120,176

 
28,100

 
25,387

 

 
(933
)
[3]
 
172,730

Regulatory liabilities

 
2,219

 
1,543

 

 

 
 
3,762

Other
41,352

 
7,637

 
12,501

 

 
(6,269
)
[1]
 
55,221

Total current liabilities
277,158

 
60,288

 
55,632

 

 
(20,713
)
 
 
372,365

Deferred credits and other liabilities
 

 
 

 
 

 
 

 
 

 
 
 

Deferred income taxes
524,433

 
108,052

 
100,911

 

 
263

[1]
 
733,659

Regulatory liabilities
281,112

 
93,974

 
31,845

 

 

 
 
406,931

Unamortized tax credits
57,844

 
15,994

 
15,123

 

 

 
 
88,961

Defined benefit pension and other postretirement benefit plans liability
444,458

 
75,005

 
80,263

 

 

 
 
599,726

Other
49,191

 
13,024

 
14,969

 

 
(263
)
[1]
 
76,921

Total deferred credits and other liabilities
1,357,038

 
306,049

 
243,111

 

 

 
 
1,906,198

Contributions in aid of construction
348,445

 
97,210

 
97,870

 

 

 
 
543,525

Total capitalization and liabilities
$
4,720,158

 
975,541

 
851,287

 
101

 
(571,659
)
 
 
$
5,975,428


129


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statements of changes in common stock equity
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating
adjustments
 
Hawaiian Electric
Consolidated
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 taxes
880

 
122

 
44

 

 
(166
)
 
880

Issuance of common stock, net of 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

Net income for common stock
142,317

 
21,255

 
21,136

 

 
(42,391
)
 
142,317

Other comprehensive loss, net of tax benefits
(1,247
)
 
(154
)
 
(46
)
 

 
200

 
(1,247
)
Issuance of common stock, net of expenses
23,991

 
(5
)
 

 

 
5

 
23,991

Common stock dividends
(93,599
)
 
(22,507
)
 
(25,261
)
 

 
47,768

 
(93,599
)
Balance, December 31, 2016
$
1,799,787

 
291,291

 
259,554

 
101

 
(550,946
)
 
$
1,799,787

Net income for common stock
119,951

 
20,146

 
17,911

 

 
(38,057
)
 
119,951

Other comprehensive income (loss), net of taxes
(688
)
 
2

 
(55
)
 

 
53

 
(688
)
Issuance of common stock, net of expenses
14,000

 
4

 
4,801

 

 
(4,805
)
 
14,000

Common stock dividends
(87,767
)
 
(24,796
)
 
(11,946
)
 

 
36,742

 
(87,767
)
Balance, December 31, 2017
$
1,845,283

 
286,647

 
270,265

 
101

 
(557,013
)
 
$
1,845,283


130


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of cash flows
Year ended December 31, 2017
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating
adjustments
 
 
Hawaiian Electric
Consolidated
Cash flows from operating activities
 

 
 

 
 

 
 

 
 

 
 
 

Net income
$
121,031

 
20,680

 
18,292

 

 
(38,057
)
[2]
 
$
121,946

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

 
 

 
 

 
 

 
 
 

Equity in earnings of subsidiaries
(38,157
)
 

 

 

 
38,057

[2]
 
(100
)
Common stock dividends received from subsidiaries
36,867

 

 

 

 
(36,742
)
[2]
 
125

Depreciation of property, plant and equipment
130,889

 
38,741

 
23,154

 

 

 
 
192,784

Other amortization
2,398

 
3,225

 
2,875

 

 

 
 
8,498

Deferred income taxes
26,342

 
3,954

 
8,004

 

 
(263
)
[1]
 
38,037

Allowance for equity funds used during construction
(10,896
)
 
(554
)
 
(1,033
)
 

 

 
 
(12,483
)
Other
(1,154
)
 
430

 
(342
)
 

 

 
 
(1,066
)
Changes in assets and liabilities:
 
 
 

 
 
 
 
 
 

 
 
 
Decrease (increase) in accounts receivable
1,817

 
(359
)
 
45

 

 
1,411

[1]
 
2,914

Increase in accrued unbilled revenues
(11,355
)
 
(2,376
)
 
(1,630
)
 

 

 
 
(15,361
)
Increase in fuel oil stock
(17,733
)
 
(469
)
 
(2,241
)
 

 

 
 
(20,443
)
Decrease (increase) in materials and supplies
1,603

 
(661
)
 
(1,660
)
 

 

 
 
(718
)
Increase in regulatory assets
(8,395
)
 
(4,007
)
 
(4,854
)
 

 

 
 
(17,256
)
Increase (decrease) in accounts payable
23,519

 
(3,547
)
 
5,762

 

 

 
 
25,734

Change in prepaid and accrued income taxes, tax credits and revenue taxes
16,716

 
7,961

 
5,362

 

 
(177
)
[1]
 
29,862

Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
709

 
52

 
(157
)
 

 

 
 
604

Change in other assets and liabilities
(16,213
)
 
(433
)
 
166

 

 
(1,411
)
[1]
 
(17,891
)
Net cash provided by operating activities
257,988

 
62,637

 
51,743

 

 
(37,182
)
 
 
335,186

Cash flows from investing activities
 

 
 

 
 

 
 

 
 

 
 
 

Capital expenditures
(339,279
)
 
(52,077
)
 
(50,242
)
 

 

 
 
(441,598
)
Contributions in aid of construction
57,527

 
4,293

 
2,913

 

 

 
 
64,733

Advances from (to) affiliates

 
3,500

 
(2,000
)
 

 
(1,500
)
[1]
 

Other
(1,711
)
 
649

 
400

 

 
5,240

[1], [2]
 
4,578

Net cash used in investing activities
(283,463
)
 
(43,635
)
 
(48,929
)
 

 
3,740

 
 
(372,287
)
Cash flows from financing activities
 

 
 

 
 

 
 

 
 

 
 
 

Common stock dividends
(87,767
)
 
(24,796
)
 
(11,946
)
 

 
36,742

[2]
 
(87,767
)
Preferred stock dividends of Hawaiian Electric and subsidiaries
(1,080
)
 
(534
)
 
(381
)
 

 

 
 
(1,995
)
Proceeds from issuance of common stock
14,000

 

 
4,800

 

 
(4,800
)
[2]
 
14,000

Proceeds from issuance of long-term debt
202,000

 
28,000

 
85,000

 

 

 
 
315,000

Funds transferred for redemption of special purpose revenue bonds
(162,000
)
 
(28,000
)
 
(75,000
)
 

 

 
 
(265,000
)
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
3,499

 

 

 

 
1,500

[1]
 
4,999

Other
(2,506
)
 
(396
)
 
(1,003
)
 

 

 
 
(3,905
)
Net cash used in financing activities
(33,854
)
 
(25,726
)
 
1,470

 

 
33,442

 
 
(24,668
)
Net increase (decrease) in cash and cash equivalents
(59,329
)
 
(6,724
)
 
4,284

 

 

 
 
(61,769
)
Cash and cash equivalents, January 1
61,388

 
10,749

 
2,048

 
101

 

 
 
74,286

Cash and cash equivalents, December 31
$
2,059

 
4,025

 
6,332

 
101

 

 
 
$
12,517



131


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of cash flows
Year ended December 31, 2016
(in thousands)
Hawaiian Electric
 
Hawaii Electric Light
 
Maui Electric
 
Other subsidiaries
 
Consolidating
adjustments
 
 
Hawaiian Electric
Consolidated
Cash flows from operating activities
 

 
 

 
 

 
 

 
 

 
 
 

Net income
$
143,397

 
21,789

 
21,517

 

 
(42,391
)
[2]
 
$
144,312

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

 
 

 
 

 
 

 
 
 

Equity in earnings of subsidiaries
(42,491
)
 

 

 

 
42,391

[2]
 
(100
)
Common stock dividends received from subsidiaries
47,843

 

 

 

 
(47,768
)
[2]
 
75

Depreciation of property, plant and equipment
126,086

 
37,797

 
23,178

 

 

 
 
187,061

Other amortization
2,979

 
1,817

 
2,139

 

 

 
 
6,935

Deferred income taxes
54,721

 
7,027

 
12,661

 

 
(23
)
[1]
 
74,386

Allowance for equity funds used during construction
(6,659
)
 
(765
)
 
(901
)
 

 

 
 
(8,325
)
Other
(2,517
)
 
(750
)
 
(433
)
 

 

 
 
(3,700
)
Changes in assets and liabilities:
 
 
 

 
 
 
 
 
 

 
 
 
Decrease (increase) in accounts receivable
10,175

 
(718
)
 
1,776

 

 
(2,682
)
[1]
 
8,551

Increase in accrued unbilled revenues
(5,741
)
 
(1,033
)
 
(410
)
 

 

 
 
(7,184
)
Decrease in fuel oil stock
2,216

 
81

 
2,489

 

 

 
 
4,786

Decrease (increase) in materials and supplies
993

 
(515
)
 
272

 

 

 
 
750

Increase in regulatory assets
(16,161
)
 
(1,243
)
 
(869
)
 

 

 
 
(18,273
)
Increase (decrease) in accounts payable
(10,247
)
 
768

 
(1,135
)
 

 

 
 
(10,614
)
Change in prepaid and accrued income taxes, tax credits and revenue taxes
2,933

 
2,645

 
(3,478
)
 

 
23

[1]
 
2,123

Increase (decrease) in defined benefit pension and other postretirement benefit plans liability
599

 
53

 
(168
)
 

 

 
 
484

Change in other assets and liabilities
(11,682
)
 
(78
)
 
(2,272
)
 

 
2,682

[1]
 
(11,350
)
Net cash provided by operating activities
296,444

 
66,875

 
54,366

 

 
(47,768
)
 
 
369,917

Cash flows from investing activities
 

 
 

 
 

 
 

 
 

 
 
 

Capital expenditures
(236,425
)
 
(51,344
)
 
(32,668
)
 

 

 
 
(320,437
)
Contributions in aid of construction
23,611

 
3,412

 
3,077

 

 

 
 
30,100

Advances from (to) affiliates

 
12,000

 
(2,500
)
 

 
(9,500
)
[1]
 

Other
1,932

 
175

 
31

 

 

 
 
2,138

Net cash used in investing activities
(210,882
)
 
(35,757
)
 
(32,060
)
 

 
(9,500
)
 
 
(288,199
)
Cash flows from financing activities
 

 
 

 
 

 
 

 
 

 
 
 

Common stock dividends
(93,599
)
 
(22,507
)
 
(25,261
)
 

 
47,768

[2]
 
(93,599
)
Preferred stock dividends of Hawaiian Electric and subsidiaries
(1,080
)
 
(534
)
 
(381
)
 

 

 
 
(1,995
)
Proceeds from the issuance of common stock
24,000

 

 

 

 

 
 
24,000

Proceeds from the issuance of long-term debt
40,000

 

 

 

 

 
 
40,000

Net decrease in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less
(9,500
)
 

 

 

 
9,500

[1]
 

Other
(276
)
 
(10
)
 
(1
)
 

 

 
 
(287
)
Net cash used in financing activities
(40,455
)
 
(23,051
)
 
(25,643
)
 

 
57,268

 
 
(31,881
)
Net increase (decrease) in cash and cash equivalents
45,107

 
8,067

 
(3,337
)
 

 

 
 
49,837

Cash and cash equivalents, January 1
16,281

 
2,682

 
5,385

 
101

 

 
 
24,449

Cash and cash equivalents, December 31
$
61,388

 
10,749

 
2,048

 
101

 

 
 
$
74,286



132


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consolidating statement of cash flows
Year ended December 31, 2015
(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 of subsidiaries
(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 assets
4,573

 
724

 
724

 

 

 
 
6,021

Deferred income taxes
53,338

 
8,295

 
13,707

 

 
286

[1]
 
75,626

Allowance for equity funds used during construction
(5,641
)
 
(604
)
 
(683
)
 

 

 
 
(6,928
)
Other
8,687

 
(1,949
)
 
(222
)
 

 

 
 
6,516

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, tax credits and revenue taxes
(50,382
)
 
(6,166
)
 
(6,548
)
 

 

 
 
(63,096
)
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 (to) 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 the 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
)
[1]
 

Other
(1,257
)
 
(226
)
 
(54
)
 

 

 
 
(1,537
)
Net cash used in 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


Explanation of consolidating adjustments on consolidating schedules:
[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.

133


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


4 ·  Bank segment (HEI only)
Selected financial information
American Savings Bank, F.S.B.
Statements of Income Data
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

Interest and dividend income
 

 
 

 
 

Interest and fees on loans
$
207,255

 
$
199,774

 
$
184,782

Interest and dividends on investment securities
28,823

 
19,184

 
15,120

Total interest and dividend income
236,078

 
218,958

 
199,902

Interest expense
 

 
 

 
 

Interest on deposit liabilities
9,660

 
7,167

 
5,348

Interest on other borrowings
2,496

 
5,588

 
5,978

Total interest expense
12,156

 
12,755

 
11,326

Net interest income
223,922

 
206,203

 
188,576

Provision for loan losses
10,901

 
16,763

 
6,275

Net interest income after provision for loan losses
213,021

 
189,440

 
182,301

Noninterest income
 

 
 

 
 

Fees from other financial services
22,796

 
22,384

 
22,211

Fee income on deposit liabilities
22,204

 
21,759

 
22,368

Fee income on other financial products
7,205

 
8,707

 
8,094

Bank-owned life insurance
5,539

 
4,637

 
4,078

Mortgage banking income
2,201

 
6,625

 
6,330

Gains on sale of investment securities, net

 
598

 

Other income, net
1,617

 
2,256

 
4,750

Total noninterest income
61,562

 
66,966

 
67,831

Noninterest expense
 

 
 

 
 

Compensation and employee benefits
95,751

 
90,117

 
90,518

Occupancy
16,699

 
16,321

 
16,365

Data processing
13,280

 
13,030

 
12,103

Services
10,994

 
11,054

 
10,204

Equipment
7,232

 
6,938

 
6,577

Office supplies, printing and postage
6,182

 
6,075

 
5,749

Marketing
3,501

 
3,489

 
3,463

FDIC insurance
2,904

 
3,543

 
3,274

Other expense
19,324

 
18,487

 
18,067

Total noninterest expense
175,867

 
169,054

 
166,320

Income before income taxes
98,716

 
87,352

 
83,812

Income taxes
31,719

 
30,073

 
29,082

Net income
$
66,997

 
$
57,279

 
$
54,730




134


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Reconciliation to amounts per HEI Consolidated Statements of Income*:

Years ended December 31
2017

 
2016

 
2015

Interest and dividend income
$
236,078

 
$
218,958

 
$
199,902

Noninterest income
61,562

 
66,966

 
67,831

*Revenues-Bank
297,640

 
285,924

 
267,733

Total interest expense
12,156

 
12,755

 
11,326

Provision for loan losses
10,901

 
16,763

 
6,275

Total noninterest expense
175,867

 
169,054

 
166,320

*Expenses-Bank
198,924

 
198,572

 
183,921

Income before income taxes/*Operating income-Bank
$
98,716

 
$
87,352

 
$
83,812


Statements of Comprehensive Income Data
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

Net income
$
66,997

 
$
57,279

 
$
54,730

Other comprehensive income (loss), net of taxes:
 

 
 

 
 

Net unrealized losses on available-for sale investment securities:
 

 
 

 
 

Net unrealized losses on available-for sale investment securities arising during the period, net of tax benefits of $2,886, $3,763 and $1,541 for 2017, 2016 and 2015, respectively
(4,370
)
 
(5,699
)
 
(2,334
)
Reclassification adjustment for net realized gains included in net income, net of taxes of nil, $238 and nil for 2017, 2016 and 2015, respectively

 
(360
)
 

Retirement benefit plans:
 

 
 

 
 

Net gains arising during the period, net of taxes of nil, nil and $59 for 2017, 2016 and 2015, respectively

 

 
90

Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $812, $566 and $1,011 for 2017, 2016 and 2015, respectively
1,231

 
857

 
1,531

Other comprehensive loss, net of tax benefits
(3,139
)
 
(5,202
)
 
(713
)
Comprehensive income
$
63,858

 
$
52,077

 
$
54,017


135


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Balance Sheets Data
December 31
 
2017

 
2016

(in thousands)
 
 

 
 

Assets
 
 

 
 

Cash and due from banks
 
$
140,934

 
$
137,083

Interest-bearing deposits
 
93,165

 
52,128

Restricted cash
 

 
1,764

Investment securities
 
 
 
 
Available-for-sale, at fair value
 
1,401,198

 
1,105,182

Held-to-maturity, at amortized cost (fair value of $44,412 and nil, respectively)
 
44,515

 

Stock in Federal Home Loan Bank, at cost
 
9,706

 
11,218

Loans receivable held for investment
 
4,670,768

 
4,738,693

Allowance for loan losses
 
(53,637
)
 
(55,533
)
Net loans
 
4,617,131

 
4,683,160

Loans held for sale, at lower of cost or fair value
 
11,250

 
18,817

Other
 
398,570

 
329,815

Goodwill
 
82,190

 
82,190

Total assets
 
$
6,798,659

 
$
6,421,357

Liabilities and shareholder’s equity
 
 

 
 

Deposit liabilities–noninterest-bearing
 
$
1,760,233

 
$
1,639,051

Deposit liabilities–interest-bearing
 
4,130,364

 
3,909,878

Other borrowings
 
190,859

 
192,618

Other
 
110,356

 
101,635

Total liabilities
 
6,191,812

 
5,843,182

Commitments and contingencies
 


 


Common stock
 
1

 
1

Additional paid in capital
 
345,018

 
342,704

Retained earnings
 
292,957

 
257,943

Accumulated other comprehensive loss, net of tax benefits
 
 
 
 
     Net unrealized losses on securities
$
(14,951
)
 
$
(7,931
)
 
     Retirement benefit plans
(16,178
)
(31,129
)
(14,542
)
(22,473
)
Total shareholder’s equity
 
606,847

 
578,175

Total liabilities and shareholder’s equity
 
$
6,798,659

 
$
6,421,357




136


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31
 
2017

 
2016

(in thousands)
 
 

 
 

Other assets
 
 

 
 

Bank-owned life insurance
 
$
148,775

 
$
143,197

Premises and equipment, net
 
136,270

 
90,570

Prepaid expenses
 
3,961

 
3,348

Accrued interest receivable
 
18,724

 
16,824

Mortgage-servicing rights
 
8,639

 
9,373

Low-income housing investments
 
59,016

 
47,081

Real estate acquired in settlement of loans, net
 
133

 
1,189

Other
 
23,052

 
18,233

 
 
$
398,570

 
$
329,815

Other liabilities
 
 

 
 

Accrued expenses
 
$
39,312

 
$
36,754

Federal and state income taxes payable
 
3,736

 
4,728

Cashier’s checks
 
27,000

 
24,156

Advance payments by borrowers
 
10,245

 
10,335

Other
 
30,063

 
25,662

 
 
$
110,356

 
$
101,635

Bank-owned life insurance is life insurance purchased by ASB on the lives of certain key employees, with ASB as the beneficiary. The insurance is used to fund employee benefits through tax-free income from increases in the cash value of the policies and insurance proceeds paid to ASB upon an insured’s death.
The increase in premises and equipment, net was due to the expenditures of $32.7 million for the new campus project.
Investment securities. The major components of investment securities were as follows:
 
 
 
 
 
 
 
 
 
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, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

U.S. Treasury and federal agency obligations
$
185,891

 
$
438

 
$
(2,031
)
 
$
184,298

 
15
 
$
83,137

 
$
(825
)
 
8
 
$
62,296

 
$
(1,206
)
Mortgage-related securities- FNMA, FHLMC and GNMA
1,220,304

 
793

 
(19,624
)
 
1,201,473

 
67
 
653,635

 
(6,839
)
 
77
 
459,912

 
(12,785
)
Mortgage revenue bond
15,427

 

 

 
15,427

 
 

 

 
 

 

 
$
1,421,622

 
$
1,231

 
$
(21,655
)
 
$
1,401,198

 
82
 
$
736,772

 
$
(7,664
)
 
85
 
$
522,208

 
$
(13,991
)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-related securities- FNMA, FHLMC and GNMA
$
44,515

 
$
1

 
$
(104
)
 
$
44,412

 
2
 
$
35,744

 
$
(104
)
 
 
$

 
$

 
$
44,515

 
$
1

 
$
(104
)
 
$
44,412

 
2
 
$
35,744

 
$
(104
)
 
 
$

 
$

December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

U.S. Treasury and federal agency obligations
$
193,515

 
$
920

 
$
(2,154
)
 
$
192,281

 
18
 
$
123,475

 
$
(2,010
)
 
1
 
$
3,485

 
$
(144
)
Mortgage-related securities- FNMA, FHLMC and GNMA
909,408

 
1,742

 
(13,676
)
 
897,474

 
88
 
709,655

 
(12,143
)
 
13
 
47,485

 
(1,533
)
Mortgage revenue bond
15,427

 

 

 
15,427

 
 

 

 
 

 

 
$
1,118,350

 
$
2,662

 
$
(15,830
)
 
$
1,105,182

 
106
 
$
833,130

 
$
(14,153
)
 
14
 
$
50,970

 
$
(1,677
)
ASB did not have any investment securities classified as held-to-maturity as of December 31, 2016.
ASB does not believe that the investment securities that were in an unrealized loss position as of December 31, 2017 , represent an OTTI. Total gross unrealized losses were primarily attributable to rising interest rates relative to when the

137


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


investment securities were purchased and not due to the credit quality of the investment securities. The contractual cash flows of the U.S. Treasury, federal agency obligations and mortgage-related securities are backed by the full faith and credit guaranty of the United States government or an agency of the government. ASB does not intend to sell the securities before the recovery of its amortized cost basis and there have been no adverse changes in the timing of the contractual cash flows for the securities. ASB did not recognize OTTI for 2017 , 2016 and 2015 .
U.S. Treasury, federal agency obligations, and the mortgage revenue bond have contractual terms to maturity. Mortgage-related securities have contractual terms to maturity, but require periodic payments to reduce principal. In addition, expected maturities will differ from contractual maturities because borrowers have the right to prepay the underlying mortgages.
The contractual maturities of investment securities were as follows:
 
Amortized
 
Fair
December 31, 2017
Cost
 
value
(in thousands)
 
 
 
Available-for-sale
 
 
 
Due in one year or less
$
5,000

 
$
4,992

Due after one year through five years
87,404

 
87,020

Due after five years through ten years
80,161

 
79,358

Due after ten years
28,753

 
28,355

 
201,318

 
199,725

Mortgage-related securities-FNMA, FHLMC and GNMA
1,220,304

 
1,201,473

 
$
1,421,622

 
$
1,401,198

Held-to-maturity
 
 
 
Mortgage-related securities-FNMA, FHLMC and GNMA
$
44,515

 
$
44,412

 
$
44,515

 
$
44,412

The proceeds, gross gains and losses from sales of available-for-sale investment securities were as follows:
Years ended December 31
2017

 
2016

 
2015

(in millions)
 
 
 
 
 
Proceeds
$

 
$
16.4

 
$

Gross gains

 
0.6

 

Gross losses

 

 

Interest income from taxable and non-taxable investment securities were as follows:
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 
 
 
 
 
Taxable
$
28,398

 
$
19,166

 
$
15,120

Non-taxable
425

 
18

 

 
$
28,823

 
$
19,184

 
$
15,120

ASB pledged securities with a market value of approximately $411.4 million and $277.1 million as of December 31, 2017 and 2016 , respectively, as collateral for public funds and other deposits, automated clearinghouse transactions with Bank of Hawaii, borrowing at the discount window of the Federal Reserve Bank of San Francisco, and deposits in ASB’s bankruptcy account with the Federal Reserve Bank of San Francisco. As of December 31, 2017 and 2016 , securities with a carrying value of $165.1 million and $114.9 million , respectively, were pledged as collateral for securities sold under agreements to repurchase.
Stock in FHLB .  As of December 31, 2017 and 2016 , ASB’s stock in FHLB was carried at cost ( $9.7 million and $11.2 million , respectively) because it can only be redeemed at par and it is a required investment based on measurements of ASB’s capital, assets and borrowing levels.

138


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Periodically and as conditions warrant, ASB reviews its investment in the stock of the FHLB for impairment. ASB evaluated its investment in FHLB stock for OTTI as of December 31, 2017 , consistent with its accounting policy. ASB did not recognize an OTTI loss for 2017 based on its evaluation of the underlying investment.
Future deterioration in the FHLB's financial position and/or negative developments in any of the factors considered in ASB's impairment evaluation may result in future impairment losses.
Loans receivable. The components of loans receivable were summarized as follows:
December 31
2017

 
2016

(in thousands)
 

 
 

Real estate:
 

 
 

Residential 1-4 family
$
2,118,047

 
$
2,048,051

Commercial real estate
733,106

 
800,395

Home equity line of credit
913,052

 
863,163

Residential land
15,797

 
18,889

Commercial construction
108,273

 
126,768

Residential construction
14,910

 
16,080

Total real estate
3,903,185

 
3,873,346

Commercial
544,828

 
692,051

Consumer
223,564

 
178,222

Total loans
4,671,577

 
4,743,619

Less: Deferred fees and discounts
(809
)
 
(4,926
)
          Allowance for loan losses
(53,637
)
 
(55,533
)
Total loans, net
$
4,617,131

 
$
4,683,160

ASB's policy is to require private mortgage insurance on all real estate loans when the loan-to-value ratio of the property exceeds 80% of the lower of the appraised value or purchase price at origination. For non-owner occupied residential properties, the loan-to-value ratio may not exceed 80% of the lower of the appraised value or purchase price at origination. ASB is subject to the risk that the insurance company cannot satisfy the bank's claim on policies.
ASB services real estate loans for investors (principal balance of $1.2 billion , $1.2 billion and $1.5 billion as of December 31, 2017 , 2016 and 2015 , respectively), which are not included in the accompanying balance sheets data. ASB reports fees earned for servicing such loans as income when the related mortgage loan payments are collected and charges loan servicing cost to expense as incurred.
As of December 31, 2017 and 2016 , ASB had pledged loans with an amortized cost of approximately $2.4 billion as collateral to secure advances from the FHLB.
As of December 31, 2017 and 2016 , the aggregate amount of loans to directors and executive officers of ASB and its affiliates and any related interests (as defined in Federal Reserve Board (FRB) Regulation O) of such individuals, was $23.8 million and $22.9 million , respectively. As of December 31, 2017 and 2016 , $18.7 million and $19.0 million of the loan balances, respectively, were to related interests of individuals who are directors of ASB. All such loans were made at ASB’s normal credit terms.
Allowance for loan losses.   As discussed in Note 1 , ASB must maintain an allowance for loan losses that is adequate to absorb estimated probable credit losses associated with its loan portfolio.

139


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The allowance for loan losses (balances and changes) and financing receivables were as follows:
(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, 2017
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
2,873

 
$
16,004

 
$
5,039

 
$
1,738

 
$
6,449

 
$
12

 
$
16,618

 
$
6,800

 
$

 
$
55,533

Charge-offs
(826
)
 

 
(14
)
 
(210
)
 

 

 
(4,006
)
 
(11,757
)
 

 
(16,813
)
Recoveries
157

 

 
308

 
482

 

 

 
1,852

 
1,217

 

 
4,016

Provision
698

 
(208
)
 
2,189

 
(1,114
)
 
(1,778
)
 

 
(3,613
)
 
14,727

 

 
10,901

Ending balance
$
2,902

 
$
15,796

 
$
7,522

 
$
896

 
$
4,671

 
$
12

 
$
10,851

 
$
10,987

 
$

 
$
53,637

Ending balance: individually evaluated for impairment
$
1,248

 
$
65

 
$
647

 
$
47

 
$

 
$

 
$
694

 
$
29

 


 
$
2,730

Ending balance: collectively evaluated for impairment
$
1,654

 
$
15,731

 
$
6,875

 
$
849

 
$
4,671

 
$
12

 
$
10,157

 
$
10,958

 
$

 
$
50,907

Financing Receivables:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending balance
$
2,118,047

 
$
733,106

 
$
913,052

 
$
15,797

 
$
108,273

 
$
14,910

 
$
544,828

 
$
223,564

 


 
$
4,671,577

Ending balance: individually evaluated for impairment
$
18,284

 
$
1,016

 
$
8,188

 
$
1,265

 
$

 
$

 
$
4,574

 
$
66

 


 
$
33,393

Ending balance: collectively evaluated for impairment
$
2,099,763

 
$
732,090

 
$
904,864

 
$
14,532

 
$
108,273

 
$
14,910

 
$
540,254

 
$
223,498

 


 
$
4,638,184

December 31, 2016
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
4,186

 
$
11,342

 
$
7,260

 
$
1,671

 
$
4,461

 
$
13

 
$
17,208

 
$
3,897

 
$

 
$
50,038

Charge-offs
(639
)
 

 
(112
)
 
(138
)
 

 

 
(5,943
)
 
(7,413
)
 

 
(14,245
)
Recoveries
421

 

 
59

 
461

 

 

 
1,093

 
943

 

 
2,977

Provision
(1,095
)
 
4,662

 
(2,168
)
 
(256
)
 
1,988

 
(1
)
 
4,260

 
9,373

 

 
16,763

Ending balance
$
2,873

 
$
16,004

 
$
5,039

 
$
1,738

 
$
6,449

 
$
12

 
$
16,618

 
$
6,800

 
$

 
$
55,533

Ending balance: individually evaluated for impairment
$
1,352

 
$
80

 
$
215

 
$
789

 
$

 
$

 
$
1,641

 
$
6

 


 
$
4,083

Ending balance: collectively evaluated for impairment
$
1,521

 
$
15,924

 
$
4,824

 
$
949

 
$
6,449

 
$
12

 
$
14,977

 
$
6,794

 
$

 
$
51,450

Financing Receivables:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Ending balance
$
2,048,051

 
$
800,395

 
$
863,163

 
$
18,889

 
$
126,768

 
$
16,080

 
$
692,051

 
$
178,222

 


 
$
4,743,619

Ending balance: individually evaluated for impairment
$
19,854

 
$
1,569

 
$
6,158

 
$
3,629

 
$

 
$

 
$
20,539

 
$
10

 


 
$
51,759

Ending balance: collectively evaluated for impairment
$
2,028,197

 
$
798,826

 
$
857,005

 
$
15,260

 
$
126,768

 
$
16,080

 
$
671,512

 
$
178,212

 


 
$
4,691,860

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


140


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Credit quality .  ASB performs an internal loan review and grading on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of its lending policies and procedures. The objectives of the loan review and grading procedures are to identify, in a timely manner, existing or emerging credit trends so that appropriate steps can be initiated to manage risk and avoid or minimize future losses. Loans subject to grading include commercial, commercial real estate and commercial construction loans.
Each loan is assigned an Asset Quality Rating (AQR) reflecting the likelihood of repayment or orderly liquidation of that loan transaction pursuant to regulatory credit classifications:  Pass, Special Mention, Substandard, Doubtful, and Loss. The AQR is a function of the probability of default model rating, the loss given default, and possible non-model factors which impact the ultimate collectability of the loan such as character of the business owner/guarantor, interim period performance, litigation, tax liens and major changes in business and economic conditions. Pass exposures generally are well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral. Special Mention loans have potential weaknesses that, if left uncorrected, could jeopardize the liquidation of the debt. Substandard loans have well-defined weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that the Bank may sustain some loss. An asset classified Doubtful has the weaknesses of those classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. An asset classified Loss is considered uncollectible and has such little value that its continuance as a bankable asset is not warranted.
The credit risk profile by internally assigned grade for loans was as follows:
December 31
2017
 
2016
(in thousands)
Commercial
real estate
 
Commercial
construction
 
Commercial
 
Total
 
Commercial
real estate
 
Commercial
construction
 
Commercial
 
Total
Grade:
 

 
 

 
 

 
 
 
 

 
 

 
 

 
 
Pass
$
630,877

 
$
83,757

 
$
492,942

 
$
1,207,576

 
$
701,657

 
$
102,955

 
$
614,139

 
$
1,418,751

Special mention
49,347

 
22,500

 
27,997

 
99,844

 
65,541

 

 
25,229

 
90,770

Substandard
52,882

 
2,016

 
23,421

 
78,319

 
33,197

 
23,813

 
52,683

 
109,693

Doubtful

 

 
468

 
468

 

 

 

 

Loss

 

 

 

 

 

 

 

Total
$
733,106

 
$
108,273

 
$
544,828

 
$
1,386,207

 
$
800,395

 
$
126,768

 
$
692,051

 
$
1,619,214


141


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The credit risk profile based on payment activity for loans was as follows:
(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, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential 1-4 family
$
1,532

 
$
1,715

 
$
5,071

 
$
8,318

 
$
2,109,729

 
$
2,118,047

 
$

Commercial real estate

 

 

 

 
733,106

 
733,106

 

Home equity line of credit
425

 
114

 
2,051

 
2,590

 
910,462

 
913,052

 

Residential land
23

 

 
625

 
648

 
15,149

 
15,797

 

Commercial construction

 

 

 

 
108,273

 
108,273

 

Residential construction

 

 

 

 
14,910

 
14,910

 

Commercial
1,825

 
2,025

 
730

 
4,580

 
540,248

 
544,828

 

Consumer
3,432

 
2,159

 
1,876

 
7,467

 
216,097

 
223,564

 

Total loans
$
7,237

 
$
6,013

 
$
10,353

 
$
23,603

 
$
4,647,974

 
$
4,671,577

 
$

December 31, 2016
 

 
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential 1-4 family
$
5,467

 
$
2,338

 
$
3,505

 
$
11,310

 
$
2,036,741

 
$
2,048,051

 
$

Commercial real estate
2,416

 

 

 
2,416

 
797,979

 
800,395

 

Home equity line of credit
1,263

 
381

 
1,342

 
2,986

 
860,177

 
863,163

 

Residential land

 

 
255

 
255

 
18,634

 
18,889

 

Commercial construction

 

 

 

 
126,768

 
126,768

 

Residential construction

 

 

 

 
16,080

 
16,080

 

Commercial
413

 
510

 
1,303

 
2,226

 
689,825

 
692,051

 

Consumer
1,945

 
1,001

 
963

 
3,909

 
174,313

 
178,222

 

Total loans
$
11,504

 
$
4,230

 
$
7,368

 
$
23,102

 
$
4,720,517

 
$
4,743,619

 
$


142


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The credit risk profile based on nonaccrual loans, accruing loans 90 days or more past due, and TDR loans was as follows:
December 31
2017
 
2016
(in thousands)
 
 
 
Real estate:
 

 
 

Residential 1-4 family
$
12,598

 
$
11,154

Commercial real estate

 
223

Home equity line of credit
4,466

 
3,080

Residential land
841

 
878

Commercial construction

 

Residential construction

 

Commercial
3,069

 
6,708

Consumer
2,617

 
1,282

Total nonaccrual loans
$
23,591

 
$
23,325

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
$
10,982

 
$
14,450

Commercial real estate
1,016

 
1,346

Home equity line of credit
6,584

 
4,934

Residential land
425

 
2,751

Commercial construction

 

Residential construction

 

Commercial
1,741

 
14,146

Consumer
66

 
10

Total troubled debt restructured loans not included above
$
20,814

 
$
37,637



143


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The total carrying amount and the total unpaid principal balance of impaired loans were as follows:
December 31
2017
 
2016
(in thousands)
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
With no related allowance recorded
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Residential 1-4 family
$
9,097

 
$
9,644

 
$

 
$
9,571

 
$
10,400

 
$

Commercial real estate

 

 

 
223

 
228

 

Home equity line of credit
1,496

 
1,789

 

 
1,500

 
1,900

 

Residential land
1,143

 
1,434

 

 
1,218

 
1,803

 

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
2,328

 
3,166

 

 
6,299

 
8,869

 

Consumer
8

 
8

 

 

 

 

 
14,072

 
16,041

 

 
18,811

 
23,200

 

With an allowance recorded
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Residential 1-4 family
9,187

 
9,390

 
1,248

 
10,283

 
10,486

 
1,352

Commercial real estate
1,016

 
1,016

 
65

 
1,346

 
1,346

 
80

Home equity line of credit
6,692

 
6,736

 
647

 
4,658

 
4,712

 
215

Residential land
122

 
122

 
47

 
2,411

 
2,411

 
789

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
2,246

 
2,252

 
694

 
14,240

 
14,240

 
1,641

Consumer
58

 
58

 
29

 
10

 
10

 
6

 
19,321

 
19,574

 
2,730

 
32,948

 
33,205

 
4,083

Total
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Residential 1-4 family
18,284

 
19,034

 
1,248

 
19,854

 
20,886

 
1,352

Commercial real estate
1,016

 
1,016

 
65

 
1,569

 
1,574

 
80

Home equity line of credit
8,188

 
8,525

 
647

 
6,158

 
6,612

 
215

Residential land
1,265

 
1,556

 
47

 
3,629

 
4,214

 
789

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
4,574

 
5,418

 
694

 
20,539

 
23,109

 
1,641

Consumer
66

 
66

 
29

 
10

 
10

 
6

 
$
33,393

 
$
35,615

 
$
2,730

 
$
51,759

 
$
56,405

 
$
4,083


144


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


ASB's average recorded investment of, and interest income recognized from, impaired loans were as follows:
December 31
2017
 
2016
 
2015
(in thousands)
Average
recorded
investment
 
Interest
income
recognized*
 
Average
recorded
investment
 
Interest
income
recognized*
 
Average
recorded
investment
 
Interest
income
recognized*
With no related allowance recorded
 

 
 

 
 

 
 

 
 
 
 
Real estate:
 
 
 
 
 
 
 
 
 
 
 
Residential 1-4 family
$
9,440

 
$
316

 
$
10,136

 
$
324

 
$
11,215

 
$
332

Commercial real estate
91

 
11

 
1,124

 

 
370

 
74

Home equity line of credit
1,976

 
101

 
1,105

 
23

 
484

 
4

Residential land
1,094

 
117

 
1,518

 
66

 
2,397

 
137

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
2,776

 
54

 
8,694

 
370

 
5,185

 
157

Consumer
1

 

 
2

 

 

 

 
15,378

 
599

 
22,579

 
783

 
19,651

 
704

With an allowance recorded
 
 
 
 
 
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
 
 
 
 
Residential 1-4 family
9,818

 
493

 
11,589

 
457

 
11,578

 
562

Commercial real estate
1,241

 
54

 
1,962

 
15

 
1,699

 

Home equity line of credit
5,045

 
251

 
3,765

 
137

 
1,597

 
49

Residential land
1,308

 
97

 
2,964

 
206

 
4,337

 
318

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
3,691

 
723

 
16,106

 
456

 
12,507

 
211

Consumer
57

 
3

 
12

 

 
14

 

 
21,160

 
1,621

 
36,398

 
1,271

 
31,732

 
1,140

Total
 
 
 
 
 
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
 
 
 
 
Residential 1-4 family
19,258

 
809

 
21,725

 
781

 
22,793

 
894

Commercial real estate
1,332

 
65

 
3,086

 
15

 
2,069

 
74

Home equity line of credit
7,021

 
352

 
4,870

 
160

 
2,081

 
53

Residential land
2,402

 
214

 
4,482

 
272

 
6,734

 
455

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial
6,467

 
777

 
24,800

 
826

 
17,692

 
368

Consumer
58

 
3

 
14

 

 
14

 

 
$
36,538

 
$
2,220

 
$
58,977

 
$
2,054

 
$
51,383

 
$
1,844

* Since loan was classified as impaired.
Troubled debt restructurings.   A loan modification is deemed to be a TDR when the borrower is determined to be experiencing financial difficulties and ASB grants a concession it would not otherwise consider. When a borrower experiencing financial difficulty fails to make a required payment on a loan or is in imminent default, ASB takes a number of steps to improve the collectability of the loan and maximize the likelihood of full repayment. At times, ASB may modify or restructure a loan to help a distressed borrower improve its financial position to eventually be able to fully repay the loan, provided the borrower has demonstrated both the willingness and the ability to fulfill the modified terms. TDR loans are considered an alternative to foreclosure or liquidation with the goal of minimizing losses to ASB and maximizing recovery.
ASB may consider various types of concessions in granting a TDR including maturity date extensions, extended amortization of principal, temporary deferral of principal payments, and temporary interest rate reductions. ASB rarely grants principal forgiveness in its TDR modifications. Residential loan modifications generally involve interest rate reduction, extending the amortization period, or capitalizing certain delinquent amounts owed not to exceed the original loan balance. Land loans at origination are typically structured as a three -year term, interest-only monthly payment with a balloon payment due at maturity. Land loan TDR modifications typically involve extending the maturity date up to five years and converting the

145


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


payments from interest-only to principal and interest monthly, at the same or higher interest rate. Commercial loan modifications generally involve extensions of maturity dates, extending the amortization period, and temporary deferral or reduction of principal payments. ASB generally does not reduce the interest rate on commercial loan TDR modifications. Occasionally, additional collateral and/or guaranties are obtained.
All TDR loans are classified as impaired and are segregated and reviewed separately when assessing the adequacy of the allowance for loan losses based on the appropriate method of measuring impairment:  (1) present value of expected future cash flows discounted at the loan’s effective original contractual rate, (2) fair value of collateral less cost to sell or (3) observable market price. The financial impact of the calculated impairment amount is an increase to the allowance associated with the modified loan. When available information confirms that specific loans or portions thereof are uncollectible (confirmed losses), these amounts are charged off against the allowance for loan losses.
Loan modifications that occurred during 2017 , 2016 , and 2015 and the impact on the allowance for loan losses were as follows:
(dollars in thousands)
Number of contracts
 
Outstanding recorded investment
 
Net increase in ALLL
Years ended
 
Pre-modification
 
Post-modification
 
December 31, 2017
 
 
 
 
 
 
 
Real estate:
 

 
 

 
 

 
 
Residential 1-4 family
7

 
$
742

 
$
750

 
$
45

Commercial real estate

 

 

 

Home equity line of credit
46

 
3,016

 
3,002

 
557

Residential land
1

 
92

 
92

 

Commercial construction

 

 

 

Residential construction

 

 

 

Commercial
9

 
889

 
889

 
248

Consumer
1

 
59

 
59

 
27

 
64

 
$
4,798

 
$
4,792

 
$
877

December 31, 2016
 
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
Residential 1-4 family
14

 
$
3,131

 
$
3,245

 
$
337

Commercial real estate

 

 

 

Home equity line of credit
36

 
3,337

 
3,337

 
554

Residential land
2

 
203

 
204

 

Commercial construction

 

 

 

Residential construction

 

 

 

Commercial
15

 
20,266

 
20,266

 
865

Consumer

 

 

 

 
67

 
$
26,937

 
$
27,052

 
$
1,756

December 31, 2015
 
 
 
 
 
 
 
Real estate:
 
 
 
 
 
 
 
Residential 1-4 family
19

 
$
3,594

 
$
3,668

 
$
87

Commercial real estate
1

 
1,500

 
1,500

 

Home equity line of credit
39

 
2,441

 
2,441

 
370

Residential land
1

 
218

 
218

 

Commercial construction

 

 

 

Residential construction

 

 

 

Commercial
8

 
2,267

 
2,267

 
486

Consumer

 

 

 

 
68

 
$
10,020

 
$
10,094

 
$
943


146


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Loans modified in TDRs that experienced a payment default of 90 days or more in 2017 , 2016 , and 2015 and for which the payment default occurred within one year of the modification, were as follows:
Years ended December 31
2017
 
2016
 
2015
(dollars in thousands)
Number of
 contracts
 
Recorded
investment
 
Number of
 contracts
 
Recorded
investment
 
Number of
contracts
 
Recorded
investment
Troubled debt restructurings that subsequently defaulted
 
 

 
 

 
 

 
 
 
 
Real estate:
 

 
 

 
 

 
 

 
 
 
 
Residential 1-4 family
1

 
$
222

 
1

 
$
239

 

 
$

Commercial real estate

 

 

 

 

 

Home equity line of credit

 

 

 

 
1

 
6

Residential land

 

 

 

 

 

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial

 

 
1

 
24

 
1

 
1,056

Consumer

 

 

 

 

 

 
1

 
$
222

 
2

 
$
263

 
2

 
$
1,062

If loans modified in a TDR subsequently default, ASB evaluates the loan for further impairment. Based on its evaluation, adjustments may be made in the allocation of the allowance or partial charge-offs may be taken to further write-down the carrying value of the loan. Commitments to lend additional funds to borrowers whose loan terms have been modified in a TDR totaled nil and $2.6 million at December 31, 2017 and 2016 , respectively.

The Company had $4.3 million and $3.9 million of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure at December 31, 2017 and 2016 , respectively.
Mortgage servicing rights. In its mortgage banking business, ASB sells residential mortgage loans to government-sponsored entities and other parties, who may issue securities backed by pools of such loans. ASB retains no beneficial interests in these loans other than the servicing rights of certain loans sold.
ASB received $128.0 million , $236.1 million and $275.3 million of proceeds from the sale of residential mortgages in 2017 , 2016 , and 2015 , respectively, and recognized gains on such sales of $2.2 million , $6.6 million , and $6.3 million in 2017 , 2016 , and 2015 , respectively. Repurchased mortgage loans were nil for 2017 , 2016 and 2015 .
Mortgage servicing fees, a component of other income, net, were $3.0 million , $2.9 million , and $3.5 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively.
Changes in the carrying value of mortgage servicing rights were as follows:
(in thousands)
Gross
carrying amount
1
 
Accumulated amortization 1
 
Valuation allowance
 
Net
carrying amount
December 31, 2017
$
17,511

 
$
(8,872
)
 
$

 
$
8,639

December 31, 2016
$
17,271

 
$
(7,898
)
 
$

 
$
9,373

1 Reflects impact of loans paid in full.


147


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Changes related to mortgage servicing rights were as follows:
(in thousands)
2017

 
2016

 
2015

Mortgage servicing rights
 
 
 
 
 
Balance, January 1
$
9,373

 
$
8,884

 
$
11,749

Amount capitalized
1,239

 
2,740

 
3,123

Amortization
(1,973
)
 
(2,251
)
 
(2,682
)
Sale of mortgage servicing rights

 

 
(3,302
)
Other-than-temporary impairment

 

 
(4
)
Carrying amount before valuation allowance, December 31
8,639

 
9,373

 
8,884

Valuation allowance for mortgage servicing rights
 
 
 
 
 
Balance, January 1

 

 
209

Provision (recovery)

 

 
(205
)
Other-than-temporary impairment

 

 
(4
)
Balance, December 31

 

 

Net carrying value of mortgage servicing rights
$
8,639

 
$
9,373

 
$
8,884

The estimated aggregate amortization expenses of mortgage servicing rights for 2018 , 2019 , 2020 , 2021 and 2022 are $1.3 million , $1.1 million , $1.0 million , $0.9 million and $0.8 million , respectively.
ASB capitalizes mortgage servicing rights acquired upon the sale of mortgage loans with servicing rights retained. On a monthly basis, ASB compares the net carrying value of the mortgage servicing rights to its fair value to determine if there are any changes to the valuation allowance and/or other-than-temporary impairment for the mortgage servicing rights. ASB's MSRs are stratified based on predominant risk characteristics of the underlying loans including loan type such as fixed-rate 15 and 30 year mortgages and note rate in bands of 50 to 100 basis points. For each stratum, fair value is calculated by discounting expected net income streams using discount rates that reflect industry pricing for similar assets. Changes in mortgage interest rates impact the value of ASB's mortgage servicing rights. Rising interest rates typically result in slower prepayment speeds in the loans being serviced for others, which increases the value of mortgage servicing rights, whereas declining interest rates typically result in faster prepayment speeds which decrease the value of mortgage servicing rights and increase the amortization of the mortgage servicing rights. Expected net income streams are estimated based on industry assumptions regarding prepayment expectations and income and expenses associated with servicing residential mortgage loans for others.
ASB uses a present value cash flow model using techniques described above to estimate the fair value of MSRs. Impairment is recognized through a valuation allowance for each stratum when the carrying amount exceeds fair value, with any associated provision recorded as a component of loan servicing fees included in "Revenues - bank" in the consolidated statements of income. A direct write-down is recorded when the recoverability of the valuation allowance is deemed to be unrecoverable.
Key assumptions used in estimating the fair value of ASB’s mortgage servicing rights used in the impairment analysis were as follows:
December 31
2017
 
2016
(dollars in thousands)
 
 
 
Unpaid principal balance
$
1,195,454

 
$
1,188,380

Weighted average note rate
3.94
%
 
3.96
%
Weighted average discount rate
10.0
%
 
9.4
%
Weighted average prepayment speed
9.0
%
 
8.5
%

148


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The sensitivity analysis of fair value of MSRs to hypothetical adverse changes of 25 and 50 basis points in certain key assumptions was as follows:
December 31
2017
 
2016
(in thousands)
 
 
 
Prepayment rate:
 
 
 
25 basis points adverse rate change
$
(869
)
 
$
(567
)
50 basis points adverse rate change
(1,828
)
 
(1,154
)
Discount rate:
 
 
 
25 basis points adverse rate change
(111
)
 
(128
)
50 basis points adverse rate change
(220
)
 
(254
)
The effect of a variation in certain assumptions on fair value is calculated without changing any other assumptions. This analysis typically cannot be extrapolated because the relationship of a change in one key assumption to the changes in the fair value of MSRs typically is not linear.
Deposit liabilities. The summarized components of deposit liabilities were as follows:
December 31
2017
 
2016
(dollars in thousands)
Weighted-average stated rate

 
Amount

 
Weighted-average stated rate

 
Amount 

Savings
0.07
%
 
$
2,303,450

 
0.07
%
 
$
2,208,594

Checking
 
 
 
 
 

 
 

Interest-bearing
0.03

 
944,833

 
0.02

 
890,633

Noninterest-bearing

 
896,292

 

 
817,867

Commercial checking

 
863,941

 

 
821,184

Money market
0.09

 
114,797

 
0.12

 
153,126

Time certificates
1.26

 
767,284

 
1.00

 
657,525

 
0.20
%
 
$
5,890,597

 
0.15
%
 
$
5,548,929

As of December 31, 2017 and 2016 , time certificates of $100,000 or more totaled $433.4 million and $328.1 million , respectively.
The approximate scheduled maturities of time certificates outstanding at December 31, 2017 were as follows:
(in thousands)
 
2018
$
401,650

2019
114,434

2020
123,310

2021
71,729

2022
52,860

Thereafter
3,301

 
$
767,284

Overdrawn deposit accounts are classified as loans and totaled $1.7 million and $1.8 million at December 31, 2017 and 2016 , respectively.


149


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Interest expense on deposit liabilities by type of deposit was as follows:
Years ended December 31
2017

 
2016

 
2015

(in thousands)
 
 
 
 
 
Time certificates
$
7,687

 
$
5,390

 
$
3,747

Savings
1,567

 
1,402

 
1,257

Money market
168

 
202

 
205

Interest-bearing checking
238

 
173

 
139

 
$
9,660

 
$
7,167

 
$
5,348

Other borrowings.
Securities sold under agreements to repurchase .  Securities sold under agreements to repurchase are accounted for as financing transactions and the obligations to repurchase these securities are recorded as liabilities in the consolidated balance sheets. ASB pledges investment securities as collateral for securities sold under agreements to repurchase. All such agreements are subject to master netting arrangements, which provide for conditional right of set-off in case of default by either party; however, ASB presents securities sold under agreements to repurchase on a gross basis in the balance sheet. The following tables present information about the securities sold under agreements to repurchase, including the related collateral received from or pledged to counterparties:
(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, 2017
 
$
141

 
$

 
$
141

December 31, 2016
 
93

 

 
93

 
 
 
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, 2017
 
 

 
 

 
 

Commercial account holders
 
$
141

 
$
165

 
$

Total
 
$
141

 
$
165

 
$

December 31, 2016
 
 

 
 

 
 

Government entities
 
$
14

 
$
15

 
$

Commercial account holders
 
79

 
101

 

Total
 
$
93

 
$
116

 
$

The securities underlying the agreements to repurchase are book-entry securities and were delivered by appropriate entry into the counterparties’ accounts or into segregated tri-party custodial accounts at the FHLB. The securities underlying the agreements to repurchase continue to be reflected in ASB’s asset accounts. The counterparties or tri-parties may determine that additional collateral is required based on movements in the fair value of the collateral. Typically, a five percent discount is taken from the fair value of the investment securities to determine the value of the collateral pledged for the repurchase agreements.

150


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Information concerning securities sold under agreements to repurchase, which provided for the repurchase of identical securities, was as follows:
(dollars in millions)
2017

 
2016

 
2015

Amount outstanding as of December 31
$
141

 
$
93

 
$
229

Average amount outstanding during the year
$
98

 
$
170

 
$
219

Maximum amount outstanding as of any month-end
$
141

 
$
229

 
$
277

Weighted-average interest rate as of December 31
0.65
%
 
0.23
%
 
1.24
%
Weighted-average interest rate during the year
0.26
%
 
1.43
%
 
1.29
%
Weighted-average remaining days to maturity as of December 31
1

 
6

 
117

Securities sold under agreements to repurchase were summarized as follows:
December 31
2017
 
2016
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
$
140,859

 
0.65
%
 
$
165,464

 
$
79,083

 
0.15
%
 
$
100,305

1 to 29 days

 

 

 

 

 

30 to 90 days

 

 

 
13,535

 
0.70

 
15,239

Over 90 days

 

 

 

 

 

 
$
140,859

 
0.65
%
 
$
165,464

 
$
92,618

 
0.23
%
 
$
115,544

Advances from Federal Home Loan Bank . FHLB advances are fixed rate for a specific term and consist of the following:
December 31, 2017
Weighted-average
stated rate
 
Amount
(dollars in thousands)
 

 
 

Due in
 

 
 

2018
1.95
%
 
$
50,000

2019

 

2020

 

2021

 

2022

 

Thereafter

 

 
1.95
%
 
$
50,000

ASB and the FHLB are parties to an Advances, Pledge and Security Agreement (Advances Agreement), which applies to currently outstanding and future advances, and governs the terms and conditions under which ASB borrows and the FHLB makes loans or advances from time to time. Under the Advances Agreement, ASB agrees to abide by the FHLB’s credit policies, and makes certain warranties and representations to the FHLB. Upon the occurrence of and during the continuation of an “Event of Default” (which term includes any event of nonpayment of interest or principal of any advance when due or failure to perform any promise or obligation under the Advances Agreement or other credit arrangements between the parties), the FHLB may, at its option, declare all indebtedness and accrued interest thereon, including any prepayment fees or charges, to be immediately due and payable. Advances from the FHLB are collateralized by loans and stock in the FHLB. As of December 31, 2017 and 2016, ASB’s available FHLB borrowing capacity was $1.8 billion . ASB is required to obtain and hold a specific number of shares of capital stock of the FHLB. ASB was in compliance with all Advances Agreement requirements as of December 31, 2017 and 2016 .
Common stock equity.   ASB is regulated and supervised by the OCC. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on ASB's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt

151


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


corrective action, ASB must meet specific capital guidelines that involve quantitative measures of ASB's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The prompt corrective action provisions impose certain restrictions on institutions that are undercapitalized. The restrictions imposed become increasingly more severe as an institution's capital category declines from "undercapitalized" to "critically undercapitalized." The regulators have substantial discretion in the corrective actions that might direct and could include restrictions on dividends and other distributions that ASB may make to ASB Hawaii and the requirement that ASB develop and implement a plan to restore its capital. In 1988, HEI agreed with the OTS predecessor regulatory agency at the time, to contribute additional capital to ASB up to a maximum aggregate amount of approximately $65.1 million (Capital Maintenance Agreement). As of December 31, 2017 , as a result of capital contributions in prior years, HEI’s maximum obligation to contribute additional capital under the Capital Maintenance Agreement has been reduced to approximately $28.3 million .
To be categorized as "well capitalized," ASB must maintain minimum total capital, Tier 1 capital, and Tier 1 leverage ratios as set forth in the table below. As of December 31, 2017 , and 2016 ASB was in compliance with the minimum capital requirements under OCC regulations, and was categorized as "well capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the institution's category under the capital guidelines.
The tables below set forth actual and minimum required capital amounts and ratios:
 
Actual
 
Minimum required
 
Required to be well capitalized
(dollars in thousands)
Capital
 
Ratio
 
Capital
 
Ratio
 
Capital
 
Ratio
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage
571,810

 
8.58
%
 
266,430

 
4.00
%
 
333,038

 
5.00
%
Common equity tier 1
571,810

 
12.95
%
 
198,628

 
4.50
%
 
286,907

 
6.50
%
Tier 1 capital
571,810

 
12.95
%
 
264,838

 
6.00
%
 
353,117

 
8.00
%
Total capital
626,987

 
14.20
%
 
353,117

 
8.00
%
 
441,396

 
10.00
%
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Tier 1 leverage
542,239

 
8.59
%
 
252,515

 
4.00
%
 
315,644

 
5.00
%
Common equity tier 1
542,239

 
12.17
%
 
200,455

 
4.50
%
 
289,545

 
6.50
%
Tier 1 capital
542,239

 
12.17
%
 
267,273

 
6.00
%
 
356,364

 
8.00
%
Total capital
597,940

 
13.42
%
 
356,364

 
8.00
%
 
445,455

 
10.00
%
ASB is subject to a range of bank regulatory compliance obligations and is unable to predict what actions, if any, may be initiated by the OCC and other governmental authorities against ASB as a result of deficiencies, or the impact of any such measures or actions on ASB.
In 2017 , ASB paid cash dividends of $37.5 million to HEI, compared to cash dividends of $36.0 million in 2016 . The FRB and OCC approved the dividends.
Related-party transactions. HEI charged ASB $2.1 million , $2.3 million and $2.1 million for general management and administrative services in 2017 , 2016 and 2015 , respectively. The amounts charged by HEI for services performed by HEI employees to its subsidiaries are allocated primarily on the basis of time expended in providing such services.
Derivative financial instruments. ASB enters into interest rate lock commitments (IRLCs) with borrowers, and forward commitments to sell loans or to-be-announced mortgage-backed securities to investors to hedge against the inherent interest rate and pricing risks associated with selling loans.
ASB enters into IRLCs for residential mortgage loans, which commit ASB to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose ASB to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standing derivatives which are carried at fair value with changes recorded in mortgage banking income.

152


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


ASB enters into forward commitments to hedge the interest rate risk for rate locked mortgage applications in process and closed mortgage loans held for sale. These commitments are primarily forward sales of to-be-announced mortgage backed securities. Generally, when mortgage loans are closed, the forward commitment is liquidated and replaced with a mandatory delivery forward sale of the mortgage to a secondary market investor. In some cases, a best-efforts forward sale agreement is utilized as the forward commitment. These commitments are free-standing derivatives which are carried at fair value with changes recorded in mortgage banking income.
Changes in the fair value of IRLCs and forward commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.
The notional amount and fair value of ASB’s derivative financial instruments were as follows:
December 31
2017
 
2016
(in thousands)
Notional amount
 
Fair value
 
Notional amount
 
Fair value
Interest rate lock commitments
$
13,669

 
$
131

 
$
25,883

 
$
421

Forward commitments
14,465

 
(24
)
 
30,813

 
(177
)
ASB’s derivative financial instruments, their fair values, and balance sheet location were as follows:
Derivative Financial Instruments Not Designated
 
 
 
 
 
 
 
as Hedging Instruments 1
 
 
 
 
 
 
 
December 31
2017
 
2016
(in thousands)
Asset derivatives
 
Liability derivatives
 
Asset derivatives
 
Liability derivatives
Interest rate lock commitments
$
133

 
$
2

 
$
445

 
$
24

Forward commitments
4

 
28

 
8

 
185

 
$
137

 
$
30

 
$
453

 
$
209

1 Asset derivatives are included in other assets and liability derivatives are included in other liabilities in the balance sheets.
The following table presents ASB’s derivative financial instruments and the amount and location of the net gains or losses recognized in ASB's statements of income:
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
 
2017
 
2016
 
2015
Interest rate lock commitments
Mortgage banking income
 
$
(290
)
 
$
37

 
$
(6
)
Forward commitments
Mortgage banking income
 
153

 
(148
)
 
77

 

 
$
(137
)
 
$
(111
)
 
$
71

Commitments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitments. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. ASB minimizes its exposure to loss under these commitments by requiring that customers meet certain conditions prior to disbursing funds. The amount of collateral, if any, is based on a credit evaluation of the borrower and may include residential real estate, accounts receivable, inventory and property, plant and equipment.
Letters of credit are conditional commitments issued by ASB to guarantee payment and performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. ASB holds collateral supporting those commitments for which collateral is deemed necessary.

153


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following is a summary of outstanding off-balance sheet arrangements:
December 31
2017

 
2016

(in thousands)
 
 
 
Unfunded commitments to extend credit:
 

 
 
Home equity line of credit
$
1,214,103

 
$
1,146,339

Commercial and commercial real estate
466,510

 
577,410

Consumer
68,053

 
64,762

Residential 1-4 family
18,635

 
38,271

Commercial and financial standby letters of credit
13,136

 
16,017

Total
$
1,780,437

 
$
1,842,799

Contingency.  In October 2007, ASB, as a member financial institution of Visa U.S.A. Inc., received restricted shares of Visa, Inc. (Visa) as a result of a restructuring of Visa U.S.A. Inc. in preparation for an initial public offering by Visa. As a part of the restructuring, ASB entered into a judgment and loss sharing agreement with Visa in order to apportion financial responsibilities arising from any potential adverse judgment or negotiated settlements related to indemnified litigation involving Visa. In November 2012, a federal judge granted preliminary approval to a proposed settlement between merchants and Visa over credit card fees and in December 2013, a federal judge granted final approval to the settlement. Some merchants and trade organizations filed a notice of appeal shortly after the approval was issued. As of December 31, 2017 , ASB had accrued a reserve of $1.1 million related to the agreement. Because the extent of ASB’s obligations under this agreement depends entirely upon the occurrence of future events, ASB’s maximum potential future liability under this agreement is not determinable.
Federal Deposit Insurance Corporation assessment. In February 2011, the Federal Deposit Insurance Corporation (FDIC) finalized rules to change its assessment base from total domestic deposits to average total assets minus average tangible equity, as required in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Assessment rates were reduced to a range of 2.5 to 9 basis points on the new assessment base for financial institutions in the lowest risk category. Financial institutions in the highest risk category have assessment rates of 30 to 45 basis points. The new rate schedule was effective April 1, 2011. As of June 30, 2016, the deposit insurance fund surpassed a target of 1.15 percent of estimated insured deposits that triggered important changes in the FDIC assessments for all banks. The changes took effect for premiums billed and paid in December 2016. Banks with less than $10 billion in assets saw their overall schedule decline by two basis points for banks paying the lowest premiums and up to five points for those at the top end of the assessment scale. In addition, a new formula for calculating risk-based assessment rates is now in effect. For the years ended December 31, 2017 and 2016 , ASB’s FDIC insurance assessments were $2.6 million and $3.2 million , respectively. The FDIC may impose special assessments in the future if it is deemed necessary to ensure the Deposit Insurance Fund ratio does not decline to a level that is close to zero or that could otherwise undermine public confidence in federal deposit insurance.
5   ·   Short-term borrowings
As of December 31, 2017 , HEI had $63 million of outstanding commercial paper, with a weighted-average interest rate of 2.5% and Hawaiian Electric had $5 million of outstanding commercial paper, with a weighted-average interest rate of 2.3% . As of December 31, 2016 , HEI and Hawaiian Electric had no commercial paper outstanding.
On October 6, 2017, HEI entered into a 364 -day, $125 million unsecured loan agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., which includes substantially the same financial covenant and customary conditions as the loan agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank, National Association that matured on the same date. On October 6, 2017, HEI drew a $125 million Eurodollar loan for a term of 364 days at resetting 1-month interest periods, with interest rates that ranged from 1.99% to 2.14% through December 31, 2017. The proceeds from this loan were used to pay off a $125 million long-term loan maturing on the same date. Further, $75 million of this loan was repaid in November 2017 with proceeds from a $150 million long-term loan (described in Note 6 below).
As of December 31, 2017 , HEI and Hawaiian Electric maintained syndicated credit facilities of $150 million and $200 million , respectively (see description of credit agreements below). Both HEI and Hawaiian Electric had no borrowings under their respective facilities during 2016 and 2017 . None of the facilities are collateralized.
In December 2017, HEI entered into three letters of credit in the aggregate amount of $6.7 million on behalf of Hamakua Energy.

154


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Credit agreements. HEI and Hawaiian Electric each entered into a separate agreement with a syndicate of eight financial institutions (the HEI Facility and Hawaiian Electric Facility, respectively, and together, the Facilities), effective July 3, 2017, to amend and restate their respective previously existing revolving unsecured credit agreements. The $150 million HEI Facility extended the term of the facility to June 30, 2022. The $200 million Hawaiian Electric Facility has an initial term that expires on June 29, 2018, but its term will extend to June 30, 2022 upon approval by the PUC during the initial term, which approval is currently being requested.
Under the Facilities, draws would generally bear interest, based on each company’s respective current long-term credit ratings, at the “Adjusted LIBO Rate,” as defined in the agreement, plus 1.375% and annual fees on undrawn commitments, excluding swingline borrowings, of 20 basis points. The Facilities contain provisions for pricing adjustments in the event of a long-term ratings change based on the respective Facilities’ ratings-based pricing grid, which includes the ratings by Fitch, Moody’s and S&P. Certain modifications were made to incorporate some updated terms and conditions customary for facilities of this type. The Facilities continue to contain customary conditions that must be met in order to draw on them, including compliance with covenants (such as covenants preventing HEI’s/Hawaiian Electric’s subsidiaries from entering into agreements that restrict the ability of the subsidiaries to pay dividends to, or to repay borrowings from, HEI/Hawaiian Electric; and a covenant in Hawaiian Electric’s facility restricting Hawaiian Electric’s ability, as well as the ability of any of its subsidiaries, to guarantee additional indebtedness of the subsidiaries if such additional debt would cause the subsidiary’s “Consolidated Subsidiary Funded Debt to Capitalization Ratio” to exceed 65% ).
Under the HEI Facility, it is an event of default if HEI fails to maintain an unconsolidated “Capitalization Ratio” (funded debt) of 50% or less or if HEI no longer owns Hawaiian Electric or ASB. Under the Hawaiian Electric Facility, it is an event of default if Hawaiian Electric fails to maintain a “Consolidated Capitalization Ratio” (equity) of at least 35% , or if Hawaiian Electric is no longer owned by HEI.
The Facilities will be maintained to support each company’s respective short-term commercial paper program, but may be drawn on to meet each company’s respective working capital needs and general corporate purposes.

6   ·   Long-term debt
December 31
2017

 
2016

(dollars in thousands)
 

 
 

Long-term debt of Utilities, net of unamortized debt issuance costs  1
$
1,368,479

 
$
1,319,260

Hamakua Energy 4.02% notes, due 2030
67,325

 

HEI 2.99% term loan, due 2022
150,000

 

HEI 5.67% senior notes, due 2021
50,000

 
50,000

HEI 3.99% senior notes, due 2023
50,000

 
50,000

HEI term loans LIBOR + 0.75%, paid 2017

 
200,000

Less unamortized debt issuance costs
(2,007
)
 
(241
)
 
$
1,683,797

 
$
1,619,019

1
See components of “Total long-term debt” and unamortized debt issuance costs in Hawaiian Electric and subsidiaries’ Consolidated Statements of Capitalization.
As of December 31, 2017 , the aggregate principal payments required on the Company’s long-term debt for 2018 through 2022 are $54 million in 2018 , $4 million in 2019 , $100 million in 2020 , $54 million in 2021 and $206 million in 2022 . As of December 31, 2017 , the aggregate payments of principal required on the Utilities' long-term debt for 2018 through 2022 are $50 million in 2018 , nil in 2019 , $96 million in 2020 , nil in 2021 and $52 million in 2022 .
The HEI term loans and senior notes contain customary representation and warranties, affirmative and negative covenants and events of default (the occurrence of which may result in some or all of the notes then outstanding becoming immediately due and payable). The HEI term loans and senior notes also contain provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s existing second amended revolving noncollateralized credit agreement, expiring on June 30, 2022. Upon a change of control or certain dispositions of assets (as defined in the Master Note Purchase Agreement dated March 24, 2011), HEI is required to offer to prepay the senior notes.

155


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The Utilities’ senior notes contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes of each and all of the utilities then outstanding becoming immediately due and payable) and provisions requiring the maintenance by Hawaiian Electric, and each of Hawaii Electric Light and Maui Electric, of certain financial ratios generally consistent with those in Hawaiian Electric’s existing second amended revolving noncollateralized credit agreement, expiring on June 29, 2018, but its term will extend to June 30, 2022, upon approval by the PUC during the initial term. (See Note 5 of the Consolidated Financial Statements).
Changes in long-term debt.
HEI .  On October 6, 2017, HEI entered into a loan agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. and drew a $125 million unsecured Eurodollar loan for a term of 364 days at resetting interest periods and rates (described in Note 5 above). HEI used the proceeds of this short-term loan to pay off a $125 million long-term loan maturing on the same date.
On November 20, 2017, HEI entered into a $150 million unsecured loan agreement with Bank of America, N.A. (BOA Loan Agreement) at a fixed interest rate of 2.99% with a maturity date of November 20, 2022. The BOA Loan Agreement includes substantially the same financial covenant and customary conditions as the HEI credit agreement described in Note 5 above. Proceeds of the loan were used to repay a $75 million term loan ahead of its March 2018 maturity and to repay $75 million of the $125 million short-term loan drawn on October 6, 2017. The loan under the BOA Loan Agreement may be prepaid in full or in part at any time with a prepayment fee calculated by Bank of America, N.A.
Hamakua Energy . On December 26, 2017, Hamakua Energy issued $67.3 million of senior secured notes at a fixed interest rate of 4.02% with quarterly principal and interest payments as defined in the note purchase agreement and a final maturity date of December 31, 2030. The net proceeds were used to pay down an intercompany loan from HEI. HEI used the proceeds primarily to pay down commercial paper. The loan may be prepaid in full or in part with a "make-whole" amount as defined in the agreement.
Hawaiian Electric .  On June 29, 2017, the DBF for the benefit of the Utilities, issued, at par:
 
Refunding Series 2017A Special Purpose Revenue Bonds
Refunding Series 2017B Special Purpose Revenue Bonds
Aggregate principal amount
$125 million
$140 million
Fixed coupon interest rate
3.10%
4.00%
Maturity date
May 1, 2026
March 1, 2037
DBF loaned the proceeds to:
 
 
Hawaiian Electric
$62 million
$100 million
Hawaii Electric Light
$8 million
$20 million
Maui Electric
$55 million
$20 million

Proceeds from the sale were applied to redeem at par bonds previously issued by the DBF for the benefit of the Utilities:
 
Refunding Series 2007B Special Purpose Revenue Bonds
Series 2007A Special Purpose Revenue Bonds
Aggregate principal amount
$125 million
$140 million
Fixed coupon interest rate
4.60%
4.65%
Maturity date
May 1, 2026
March 1, 2037

On December 14, 2017, Hawaiian Electric and Maui Electric issued, through a private placement pursuant to separate Note Purchase Agreements (the Note Purchase Agreements), $40 million and $10 million , respectively, of Series 2017A unsecured senior notes bearing taxable interest of 4.31% , which are due December 1, 2047 (the Notes) and include substantially the same financial covenants and customary conditions as Hawaiian Electric's credit agreement as described above. Hawaiian Electric is also a party as guarantor under the Note Purchase Agreement entered into by Maui Electric. All the proceeds of the Notes were used by Hawaiian Electric and Maui Electric to finance their capital expenditures and/or to reimburse funds used for the payment of capital expenditures. The Notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount plus a “Make-Whole Amount.”

156


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


7 ·  Shareholders’ equity
Reserved shares.  As of December 31, 2017 , HEI had reserved a total of 12,158,460 shares of common stock for future issuance under the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP), the Hawaiian Electric Industries Retirement Savings Plan (HEIRSP), the HEI 2011 Nonemployee Director Stock Plan, the ASB 401(k) Plan and the 2010 Executive Incentive Plan.
Equity forward transaction .  On March 19, 2013, HEI entered into an equity forward transaction in connection with a public offering on that date for 6.1 million shares of HEI common stock at $26.75 per share. On March 20, 2015, HEI settled the remaining 4.7 million shares under the equity forward for proceeds of $104.5 million (net of the underwriting discount of $4.7 million ), which funds were used for the reduction of debt and for general corporate purposes. The proceeds were recorded in equity at the time of settlement. Prior to their settlement, the shares remaining under the equity forward transactions were reflected in HEI’s diluted EPS calculations using the treasury stock method. For 2015, the equity forward transactions did not have a material dilutive effect on HEI’s EPS.
Accumulated other comprehensive income/(loss).   Changes in the balances of each component of accumulated other comprehensive income/(loss) (AOCI) were as follows:
 
HEI Consolidated
 
Hawaiian Electric Consolidated
 (in thousands)
 Net unrealized gains (losses) on securities
 
 Unrealized gains (losses) on derivatives
 
 Retirement benefit plans
 
AOCI
 
 Unrealized gains (losses) on derivatives
 
 Retirement benefit plans
 
AOCI
Balance, December 31, 2014
$
462

 
$
(289
)
 
$
(27,551
)
 
$
(27,378
)
 
$

 
$
45

 
$
45

Current period other comprehensive income (loss), net of taxes
(2,334
)
 
235

 
3,215

 
1,116

 

 
880

 
880

Balance, December 31, 2015
(1,872
)
 
(54
)
 
(24,336
)
 
(26,262
)
 

 
925

 
925

Current period other comprehensive income (loss), net of taxes
(6,059
)
 
(400
)
 
(408
)
 
(6,867
)
 
(454
)
 
(793
)
 
(1,247
)
Balance, December 31, 2016
(7,931
)
 
(454
)
 
(24,744
)
 
(33,129
)
 
(454
)
 
132

 
(322
)
Current period other comprehensive income (loss), net of taxes
(4,370
)
 
454

 
2,544

 
(1,372
)
 
454

 
(1,142
)
 
(688
)
Reclass of AOCI for tax rate reduction impact
(2,650
)
 

 
(4,790
)
 
(7,440
)
 

 
(209
)
 
(209
)
Balance, December 31, 2017
$
(14,951
)
 
$

 
$
(26,990
)
 
$
(41,941
)
 
$

 
$
(1,219
)
 
(1,219
)

157


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Reclassifications out of AOCI were as follows:
 
 
Amount reclassified from AOCI
 
Affected line item in the Statement of
Years ended December 31
 
2017
 
2016
 
2015
 
Income/Balance Sheet
(in thousands)
 
 
 
 
 
 
 
 
HEI consolidated
 
 
 
 
 
 
 
 
Net realized gains on securities included in net income
 
$

 
$
(360
)
 
$

 
Revenues-bank (gains on sale of investment securities, net)
Derivatives qualifying as cash flow hedges:
 
 
 
 

 
 

 
 
Window forward contracts
 
454

 
(173
)
 

 
Property, plant and equipment-electric utilities (2017); Revenues-electric utilities (gains on window forward contracts (2016)
Interest rate contracts (settled in 2011)
 

 
54

 
235

 
Interest expense
Retirement benefit plans:
 
 

 
 

 
 

 
 
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost
 
15,737

 
14,518

 
22,465

 
See Note 8 for additional details
Impact of D&Os of the PUC included in regulatory assets
 
(78,724
)
 
28,584

 
(25,139
)
 
See Note 8 for additional details
Total reclassifications
 
$
(62,533
)
 
$
42,623

 
$
(2,439
)
 
 
Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
Derivatives qualifying as cash flow hedges
 
 
 
 
 
 
 
 
Window forward contracts
 
454

 
(173
)
 

 
Property, plant and equipment (2017); Revenues (gains on window forward contracts (2016)
Retirement benefit plans:
 
 

 
 

 
 

 
 
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost
 
$
14,477

 
$
13,254

 
$
20,381

 
See Note 8 for additional details
Impact of D&Os of the PUC included in regulatory assets
 
(78,724
)
 
28,584

 
(25,139
)
 
See Note 8 for additional details
Total reclassifications
 
$
(63,793
)
 
$
41,665

 
$
(4,758
)
 
 

8 · Retirement benefits
Defined benefit plans. Substantially all of the employees of HEI and the Utilities participate in the Retirement Plan for Employees of Hawaiian Electric Industries, Inc. and Participating Subsidiaries (HEI Pension Plan). Substantially all of the employees of ASB participated in the American Savings Bank Retirement Plan (ASB Pension Plan) until it was frozen on December 31, 2007. The HEI Pension Plan and the ASB Pension Plan (collectively, the Plans) are qualified, noncontributory defined benefit pension plans and include, in the case of the HEI Pension Plan, benefits for utility union employees determined in accordance with the terms of the collective bargaining agreements between the Utilities and the union. The Plans are subject to the provisions of ERISA. In addition, some current and former executives and directors of HEI and its subsidiaries participate in noncontributory, nonqualified plans (collectively, Supplemental Plans). In general, benefits are based on the employees’ or directors’ years of service and compensation.
The continuation of the Plans and the Supplemental Plans and the payment of any contribution thereunder are not assumed as contractual obligations by the participating employers. The Supplemental Plan for directors has been frozen since 1996. The ASB Pension Plan was frozen as of December 31, 2007. The HEI Supplemental Executive Retirement Plan and ASB Supplemental Executive Retirement, Disability, and Death Benefit Plan (noncontributory, nonqualified, defined benefit plans) were frozen as of December 31, 2008. No participants have accrued any benefits under these plans after the respective plan’s freeze and the plans will be terminated at the time all remaining benefits have been paid.
Each participating employer reserves the right to terminate its participation in the applicable plans at any time, and HEI and ASB reserve the right to terminate their respective plans at any time. If a participating employer terminates its participation in the Plans, the interest of each affected participant would become 100% vested to the extent funded. Upon the termination of the Plans, assets would be distributed to affected participants in accordance with the applicable allocation provisions of ERISA and

158


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


any excess assets that exist would be paid to the participating employers. Participants’ benefits in the Plans are covered up to certain limits under insurance provided by the Pension Benefit Guaranty Corporation.
Postretirement benefits other than pensions.   HEI and the Utilities provide eligible employees health and life insurance benefits upon retirement under the Postretirement Welfare Benefits Plan for Employees of Hawaiian Electric Company, Inc. and participating employers (Hawaiian Electric Benefits Plan). Eligibility of employees and dependents is based on eligibility to retire at termination, the retirement date and the date of hire. The plan was amended in 2011, changing eligibility for certain bargaining unit employees hired prior to May 1, 2011, based on new minimum age and service requirements effective January 1, 2012, per the collective bargaining agreement, and certain management employees hired prior to May 1, 2011 based on new eligibility minimum age and service requirements effective January 1, 2012. The minimum age and service requirements for management and bargaining unit employees hired May 1, 2011 and thereafter have increased and their dependents are not eligible to receive postretirement benefits. Employees may be eligible to receive benefits from the HEI Pension Plan but may not be eligible for postretirement welfare benefits if the different eligibility requirements are not met.
The executive death benefit plan was frozen on September 10, 2009 for participants at benefit levels as of that date.
The Company’s and Utilities' cost for OPEB has been adjusted to reflect the plan amendments, which reduced benefits and created prior service credits to be amortized over average future service of affected participants. The amortization of the prior service credit will reduce benefit costs over the next few years until the various credit bases are fully recognized. Each participating employer reserves the right to terminate its participation in the Hawaiian Electric Benefits Plan at any time.
Balance sheet recognition of the funded status of retirement plans.   Employers must recognize on their balance sheets the funded status of defined benefit pension and other postretirement benefit plans with an offset to AOCI in shareholders’ equity (using the projected benefit obligation (PBO) and accumulated postretirement benefit obligation (APBO), to calculate the funded status).
The PUC allowed the Utilities to adopt pension and OPEB tracking mechanisms in previous rate cases. The amount of the net periodic pension cost (NPPC) and net periodic benefits costs (NPBC) to be recovered in rates is established by the PUC in each rate case. Under the Utilities’ tracking mechanisms, any actual costs determined in accordance with GAAP that are over/under amounts allowed in rates are charged/credited to a regulatory asset/liability. The regulatory asset/liability for each utility will then be amortized over 5 years beginning with the respective utility’s next rate case. Accordingly, all retirement benefit expenses (except for executive life and nonqualified pension plan expenses, which amounted to $1.1 million and $0.9 million in 2017 and 2016 , respectively) determined in accordance with GAAP will be recovered.
Under the tracking mechanisms, amounts that would otherwise be recorded in AOCI (excluding amounts for executive life and nonqualified pension plans), net of taxes, as well as other pension and OPEB charges, are allowed to be reclassified as a regulatory asset, as those costs will be recovered in rates through the NPPC and NPBC in the future. The Utilities have reclassified to a regulatory asset/(liability) charges for retirement benefits that would otherwise be recorded in AOCI (amounting to the elimination of a potential charge to AOCI of $(128) million pretax and $47 million pretax for 2017 and 2016 , respectively).
Under the pension tracking mechanism, the Utilities are required to make contributions to the pension trust in the amount of the actuarially calculated NPPC, except when limited by the ERISA minimum contribution requirements or the maximum deductible contribution limit imposed by the Internal Revenue Code.
The OPEB tracking mechanisms generally require the Utilities to make contributions to the OPEB trust in the amount of the actuarially calculated NPBC, (excluding amounts for executive life), except when limited by material, adverse consequences imposed by federal regulations.


159


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Defined benefit pension and other postretirement benefit plans information.   The changes in the obligations and assets of the Company’s and Utilities' retirement benefit plans and the changes in AOCI (gross) for 2017 and 2016 and the funded status of these plans and amounts related to these plans reflected in the Company’s and Utilities' consolidated balance sheet as of December 31, 2017 and 2016 were as follows:
 
2017
 
2016
(in thousands)
Pension
benefits
 
Other
benefits
 
Pension
benefits
 
Other
benefits
HEI consolidated
 
 
 
 
 
 
 
Benefit obligation, January 1
$
1,935,494

 
$
233,835

 
$
1,798,030

 
$
221,540

Service cost
64,906

 
3,374

 
60,555

 
3,331

Interest cost
81,185

 
9,453

 
81,549

 
9,670

Actuarial losses (gains)
87,399

 
(25,557
)
 
67,741

 
7,831

Participants contributions

 
2,078

 

 
1,405

Benefits paid and expenses
(74,628
)
 
(10,582
)
 
(72,381
)
 
(9,942
)
Benefit obligation, December 31
2,094,356

 
212,601

 
1,935,494

 
233,835

Fair value of plan assets, January 1
1,369,701

 
174,251

 
1,271,474

 
170,687

Actual return on plan assets
255,324

 
28,248

 
103,836

 
11,352

Employer contributions
66,983

 

 
65,463

 
42

Participants contributions

 
2,078

 

 
1,405

Benefits paid and expenses
(73,305
)
 
(10,582
)
 
(71,072
)
 
(9,235
)
Fair value of plan assets, December 31
1,618,703

 
193,995

 
1,369,701

 
174,251

Accrued benefit asset (liability), December 31
$
(475,653
)
 
$
(18,606
)
 
$
(565,793
)
 
$
(59,584
)
Other assets
$
15,443

 
$

 
$
13,477

 
$

Defined benefit pension and other postretirement benefit plans liability
(491,096
)
 
(18,606
)
 
(579,270
)
 
(59,584
)
Accrued benefit asset (liability), December 31
$
(475,653
)
 
$
(18,606
)
 
$
(565,793
)
 
$
(59,584
)
AOCI debit, January 1 (excluding impact of PUC D&Os)
$
619,451

 
$
42,290

 
$
581,763

 
$
32,550

Recognized during year – prior service credit
55

 
1,793

 
57

 
1,793

Recognized during year – net actuarial losses
(26,496
)
 
(1,130
)
 
(24,832
)
 
(804
)
Occurring during year – net actuarial losses (gains)
(65,180
)
 
(41,479
)
 
62,463

 
8,751

AOCI debit before cumulative impact of PUC D&Os, December 31
527,830

 
1,474

 
619,451

 
42,290

Cumulative impact of PUC D&Os
(489,894
)
 
(2,767
)
 
(576,933
)
 
(43,974
)
AOCI debit/(credit), December 31
$
37,936

 
$
(1,293
)
 
$
42,518

 
$
(1,684
)
Net actuarial loss
$
527,907

 
$
10,183

 
$
619,582

 
$
52,792

Prior service gain
(77
)
 
(8,709
)
 
(131
)
 
(10,502
)
AOCI debit before cumulative impact of PUC D&Os, December 31
527,830

 
1,474

 
619,451

 
42,290

Cumulative impact of PUC D&Os
(489,894
)
 
(2,767
)
 
(576,933
)
 
(43,974
)
AOCI debit/(credit), December 31
37,936

 
(1,293
)
 
42,518

 
(1,684
)
Income taxes (benefits)
(9,986
)
 
333

 
(16,746
)
 
656

AOCI debit/(credit), net of taxes (benefits), December 31
$
27,950

 
$
(960
)
 
$
25,772

 
$
(1,028
)

As of December 31, 2017 and 2016, the other postretirement benefit plans shown in the table above had ABOs in excess of plan assets.


160


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


 
 
 
 
 
 
 
 
 
2017
 
2016
(in thousands)
Pension
benefits
 
Other
benefits
 
Pension
benefits
 
Other
benefits
Hawaiian Electric consolidated
 
 
 
 
 
 
 
Benefit obligation, January 1
$
1,779,626

 
$
225,723

 
$
1,649,690

 
$
213,990

Service cost
63,059

 
3,353

 
58,796

 
3,284

Interest cost
74,632

 
9,115

 
74,808

 
9,337

Actuarial losses (gains)
80,186

 
(25,172
)
 
63,121

 
7,545

Participants contributions

 
2,047

 

 
1,389

Benefits paid and expenses
(68,691
)
 
(10,419
)
 
(66,789
)
 
(9,822
)
Transfers
(164
)
 
(3
)
 

 

Benefit obligation, December 31
1,928,648

 
204,644

 
1,779,626

 
225,723

Fair value of plan assets, January 1
1,233,184

 
171,383

 
1,141,833

 
167,930

Actual return on plan assets
237,830

 
27,806

 
93,441

 
11,168

Employer contributions
65,669

 

 
64,236

 
11

Participants contributions

 
2,047

 

 
1,389

Benefits paid and expenses
(68,225
)
 
(10,419
)
 
(66,326
)
 
(9,115
)
Other
(55
)
 
(3
)
 

 

Fair value of plan assets, December 31
1,468,403

 
190,814

 
1,233,184

 
171,383

Accrued benefit liability, December 31
$
(460,245
)
 
$
(13,830
)
 
$
(546,442
)
 
$
(54,340
)
Other liabilities (short-term)
(494
)
 
(633
)
 
(460
)
 
(596
)
Defined benefit pension and other postretirement benefit plans liability
(459,751
)
 
(13,197
)
 
(545,982
)
 
(53,744
)
Accrued benefit liability, December 31
$
(460,245
)
 
$
(13,830
)
 
$
(546,442
)
 
$
(54,340
)
AOCI debit, January 1 (excluding impact of PUC D&Os)
$
579,725

 
$
40,967

 
$
541,118

 
$
31,485

Recognized during year – prior service credit (cost)
(8
)
 
1,804

 
(13
)
 
1,803

Recognized during year – net actuarial losses
(24,392
)
 
(1,102
)
 
(22,693
)
 
(793
)
Occurring during year – net actuarial losses (gains)
(61,861
)
 
(40,830
)
 
61,313

 
8,472

AOCI debit before cumulative impact of PUC D&Os, December 31
493,464

 
839

 
579,725

 
40,967

Cumulative impact of PUC D&Os
(489,894
)
 
(2,767
)
 
(576,933
)
 
(43,974
)
AOCI debit/(credit), December 31
$
3,570

 
$
(1,928
)
 
$
2,792

 
$
(3,007
)
Net actuarial loss
$
493,439

 
$
9,531

 
$
579,691

 
$
51,463

Prior service cost (gain)
25

 
(8,692
)
 
34

 
(10,496
)
AOCI debit before cumulative impact of PUC D&Os, December 31
493,464

 
839

 
579,725

 
40,967

Cumulative impact of PUC D&Os
(489,894
)
 
(2,767
)
 
(576,933
)
 
(43,974
)
AOCI debit/(credit), December 31
3,570

 
(1,928
)
 
2,792

 
(3,007
)
Income taxes (benefits)
(920
)
 
497

 
(1,087
)
 
1,170

AOCI debit/(credit), net of taxes (benefits), December 31
$
2,650

 
$
(1,431
)
 
$
1,705

 
$
(1,837
)
As of December 31, 2017 and 2016 , the other postretirement benefit plan shown in the table above had ABOs in excess of plan assets.
The dates used to determine retirement benefit measurements for the defined benefit plans were December 31 of 2017 , 2016 and 2015 .
The Pension Protection Act of 2006 (Pension Protection Act), amended the Employee Retirement Income Security Act of 1974 (ERISA).  Among other things, the Pension Protection Act changed the funding rules for qualified pension plans. In 2014, the Highway and Transportation Funding Act of 2014 (HATFA) further amended the Pension Protection Act. HATFA resulted in an increase of the Adjusted Funding Target Attainment Percentage (AFTAP) for benefit distribution purposes and eased funding requirements effective with the 2014 plan year. The funding relief was extended by the Bipartisan Budget Act of 2015. As a result, the minimum funding requirements for the HEI Retirement Plan under ERISA are less than the net periodic cost for 2016

161


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


and 2017. Nevertheless, to satisfy the requirements of the Utilities pension tracking mechanism, the Utilities contributed the net periodic cost in 2016 and 2017 and expect to contribute the net periodic cost in 2018.
For purposes of calculating NPPC and NPBC, the Company and the Utilities have determined the market-related value of retirement benefit plan assets by calculating the difference between the expected return and the actual return on the fair value of the plan assets, then amortizing the difference over future years – 0% in the first year and 25% in each of years two through five – and finally adding or subtracting the unamortized differences for the past four years from fair value. The method includes a 15% range restriction around the fair value of such assets (i.e., 85% to 115% of fair value).
A primary goal of the plans is to achieve long-term asset growth sufficient to pay future benefit obligations at a reasonable level of risk. The investment policy target for defined benefit pension and OPEB plans reflects the philosophy that long-term growth can best be achieved by prudent investments in equity securities while balancing overall fund volatility by an appropriate allocation to fixed income securities. In order to reduce the level of portfolio risk and volatility in returns, efforts have been made to diversify the plans’ investments by asset class, geographic region, market capitalization and investment style.
The asset allocation of defined benefit retirement plans to equity and fixed income securities and related investment policy targets and ranges were as follows:
 
Pension benefits 1
 
Other benefits 2
 
 
 
 
 
Investment policy
 
 
 
 
 
Investment policy
December 31
2017

 
2016

 
Target

 
Range
 
2017

 
2016

 
Target

 
Range
Assets held by category
 

 
 

 
 

 
 
 
 

 
 

 
 

 
 
Equity securities
73
%
 
71
%
 
70
%
 
65-75
 
73
%
 
70
%
 
70
%
 
65-75
Fixed income securities
27

 
29

 
30

 
25-35
 
27

 
30

 
30

 
25-35
 
100
%
 
100
%
 
100
%
 
 
 
100
%
 
100
%
 
100
%
 
 
1  
Asset allocation is applicable to only HEI and the Utilities. As of December 31, 2017 and 2016, nearly all of ASB's pension assets were invested in fixed income securities.
2  
Asset allocation is applicable to only HEI and the Utilities. ASB does not fund its other benefits.


162


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Assets held in various trusts for the retirement benefit plans are measured at fair value on a recurring basis and were as follows:
 
Pension benefits
 
Other benefits
 
 
 
Fair value measurements using
 
 
 
Fair value measurements using
(in millions)
December 31
 
Quoted prices in active markets for identical assets
(Level 1)
 
Significant other observable inputs
(Level 2)
 
Significant unobservable inputs
(Level 3)
 
December 31
 
Level 1
 
Level 2
 
Level 3
2017
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Equity securities
$
568

 
$
568

 
$

 
$

 
$
75

 
$
75

 
$

 
$

Equity index funds
435

 
435

 

 

 
52

 
52

 

 

Equity investments at net asset value (NAV)
76

 

 

 

 
12

 

 

 

   Total equity investments
1,079

 
1,003

 

 

 
139

 
127

 

 

Fixed income securities and public mutual funds
297

 
81

 
216

 

 
46

 
43

 
3

 

Fixed income investments at NAV
203

 

 

 

 
4

 

 

 

   Total fixed income investments
500

 
81

 
216

 

 
50

 
43

 
3

 

Cash equivalents at NAV
36

 

 

 

 
5

 

 

 

Total
$
1,615

 
$
1,084

 
$
216

 
$

 
$
194

 
$
170

 
$
3

 
$

Cash, receivables and payables, net
4

 
 

 
 

 
 

 

 
 

 
 

 
 

Fair value of plan assets
$
1,619

 
 

 
 

 
 

 
$
194

 
 

 
 

 
 

2016
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Equity securities
$
692

 
$
692

 
$

 
$

 
$
94

 
$
94

 
$

 
$

Equity index funds
129

 
129

 

 

 
17

 
17

 

 

Equity investments at NAV
56

 

 

 

 
9

 

 

 

   Total equity investments
877

 
821

 

 

 
120

 
111

 

 

Fixed income securities and public mutual funds
276

 
84

 
192

 

 
44

 
42

 
2

 

Fixed income investments at NAV
180

 

 

 

 
4

 

 

 

   Total fixed income investments
456

 
84

 
192

 

 
48

 
42

 
2

 

Cash equivalents at NAV
33

 

 

 

 
6

 

 

 

Total
1,366

 
$
905

 
$
192

 
$

 
174

 
$
153

 
$
2

 
$

Cash, receivables and payables, net
4

 
 

 
 

 
 

 

 
 

 
 

 
 

Fair value of plan assets
$
1,370

 
 

 
 

 
 

 
$
174

 
 

 
 

 
 

 
Pension benefits
 
Other benefits
Measured at net asset value
December 31

 
Redemption frequency
 
Redemption notice period
 
December 31

 
Redemption frequency
 
Redemption notice period
(in millions)
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
Non U.S. equity funds (a)
76

 
Daily-Monthly
 
5 - 30 days
 
12

 
Daily-Monthly
 
5-30 days
Fixed income investments (b)
203

 
Monthly
 
15 days
 
4

 
Monthly
 
15 days
Cash equivalents (c)
36

 
Daily
 
0-1 day
 
5

 
Daily
 
0-1 day
 
$
315

 
 
 
 
 
$
21

 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
Non U.S. equity funds (a)
56

 
Daily - Quarterly
 
0 - 30 days
 
9

 
Monthly - Quarterly
 
10-30 days
Fixed income investments (b)
180

 
Monthly
 
10 days
 
4

 
Monthly
 
10 days
Cash equivalents (c)
33

 
Daily
 
0-1 day
 
6

 
Daily
 
0-1 day
 
$
269

 
 
 
 
 
$
19

 
 
 
 

163


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


None of the investments presented in the tables above have unfunded commitments.
(a)
Represents investments in funds that primarily invest in non-U.S., emerging markets equities. Redemption frequency for pension benefits assets as of December 31, 2017 were: daily, 32% and monthly, 68% and as of December 31, 2016 were: daily, 31% ; monthly, 31% ; and quarterly, 38% . Redemption frequency for other benefits assets as of December 31, 2017 were: daily, 26% and monthly, 74% and as of December 31, 2016 were: monthly, 57% ; and quarterly, 42% .
(b )
Represents investments in fixed income securities invested in a US-dollar denominated fund that seeks to exceed the Barclays Capital Long Corporate A or better Index through investments in US-dollar denominated fixed income securities and commingled vehicles.
(c)
Represents investments in cash equivalent funds. This class includes funds that invest primarily in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. For pension benefits, the fund may also invest in fixed income securities of investment grade issuers.
The fair values of the investments shown in the table above represent the Company’s best estimates of the amounts that would be received upon sale of those assets in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset at the measurement date, the fair value measurement reflects the Company’s judgments about the assumptions that market participants would use in pricing the asset. Those judgments are developed by the Company based on the best information available in the circumstances.
The fair value of investments measured at net asset value presented in the tables above are intended to permit reconciliation to the fair value of plan assets amounts.
The Company used the following valuation methodologies for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2017 and 2016 .
Equity securities, equity index funds, U.S. Treasury fixed income securities and public mutual funds (Level 1) Equity securities, equity index funds, U.S. Treasury fixed income securities and public mutual funds are valued at the closing price reported on the active market on which the individual securities or funds are traded.
Fixed income securities (Level 2) Fixed income securities, other than those issued by the U.S. Treasury, are valued based on yields currently available on comparable securities of issuers with similar credit ratings.
The following weighted-average assumptions were used in the accounting for the plans:
 
Pension benefits
 
Other benefits
December 31
2017
 
2016
 
2015
 
2017
 
2016
 
2015
Benefit obligation
 
 
 
 
 
 
 
 
 
 
 
Discount rate
3.74
%
 
4.26
%
 
4.60
%
 
3.72
%
 
4.22
%
 
4.57
%
Rate of compensation increase
3.5

 
3.5

 
3.5

 
NA   

 
NA   

 
NA   

Net periodic pension/benefit cost (years ended)
 
 
 
 
 
 
 
 
 
 
 
Discount rate
4.26

 
4.60

 
4.22

 
4.22

 
4.57

 
4.17

Expected return on plan assets 1
7.50

 
7.75

 
7.75

 
7.50

 
7.75

 
7.75

Rate of compensation increase 2
3.5

 
3.5

 
3.5

 
NA   

 
NA   

 
NA   

NA  Not applicable
1 For 2017 and 2016, HEI's and Utilities' plan assets only. For 2017 and 2016, ASB's expected return on plan assets was 4.46% and 4.80% , respectively.
2 The Company and the Utilities use a graded rate of compensation increase assumption based on age. The rate provided above is an average across all future years of service for the current population.
The Company and the Utilities based their selection of an assumed discount rate for 2018 NPPC and NPBC and December 31, 2017 disclosure on a cash flow matching analysis that utilized bond information provided by Bloomberg for all non-callable, high quality bonds (generally rated Aa or better) as of December 31, 2017 . In selecting the expected rate of return on plan assets for 2018 NPPC and NPBC: a) HEI and the Utilities considered economic forecasts for the types of investments held by the plans (primarily equity and fixed income investments), the Plans’ asset allocations, industry and corporate surveys and the past performance of the plans’ assets in selecting 7.50% and b) ASB considered its liability driven investment strategy

164


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


in selecting 3.94% , which is consistent with the assumed discount rate as of December 31, 2017 with a 20 basis point active manager premium. For 2017, retirement benefit plans' assets of HEI and the Utilities had a net return of 19.3% .
The Company and the Utilities adopted mortality tables published in October 2014 by the Society of Actuaries as its mortality assumptions as of December 31, 2014. The use of the RP-2014 Tables and the Mortality Improvement Scale MP-2014 had a significant effect on the Company’s and the Utilities’ benefit obligations and increased their costs and required contributions for 2015. The Company and the Utilities adopted revised mortality tables for their mortality assumptions as of December 31, 2017 and 2016 (based on information published by the Society of Actuaries in October 2016 and 2015, respectively), the use of which lowered obligations of the Company and Utilities as of December 31, 2017 and 2016.
As of December 31, 2017 , the assumed health care trend rates for 2018 and future years were as follows: medical, 7.5% , grading down to 5% for 2028 and thereafter; dental, 5% ; and vision, 4% . As of December 31, 2016 , the assumed health care trend rates for 2017 and future years were as follows: medical, 7.75% , grading down to 5% for 2028 and thereafter; dental, 5% ; and vision, 4% .
The components of NPPC and NPBC were as follows:
 
Pension benefits
 
Other benefits
(in thousands)
2017
 
2016
 
2015
 
2017
 
2016
 
2015
HEI consolidated
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
64,906

 
$
60,555

 
$
66,260

 
$
3,374

 
$
3,331

 
$
3,927

Interest cost
81,185

 
81,549

 
76,960

 
9,453

 
9,670

 
9,011

Expected return on plan assets
(102,745
)
 
(98,559
)
 
(88,554
)
 
(12,326
)
 
(12,273
)
 
(11,664
)
Amortization of net prior service (gain) cost
(55
)
 
(57
)
 
4

 
(1,793
)
 
(1,793
)
 
(1,793
)
Amortization of net actuarial losses
26,496

 
24,832

 
36,800

 
1,130

 
804

 
1,796

Net periodic pension/benefit cost
69,787

 
68,320

 
91,470

 
(162
)
 
(261
)
 
1,277

Impact of PUC D&Os
(18,004
)
 
(18,117
)
 
(40,011
)
 
1,211

 
1,343

 
(240
)
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os)
$
51,783

 
$
50,203

 
$
51,459

 
$
1,049

 
$
1,082

 
$
1,037

Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
63,059

 
$
58,796

 
$
64,262

 
$
3,353

 
$
3,284

 
$
3,870

Interest cost
74,632

 
74,808

 
70,529

 
9,115

 
9,337

 
8,700

Expected return on plan assets
(95,892
)
 
(91,633
)
 
(82,541
)
 
(12,147
)
 
(12,096
)
 
(11,495
)
Amortization of net prior service (gain) cost
8

 
13

 
40

 
(1,804
)
 
(1,803
)
 
(1,804
)
Amortization of net actuarial losses
24,392

 
22,693

 
33,371

 
1,102

 
793

 
1,754

Net periodic pension/benefit cost
66,199

 
64,677

 
85,661

 
(381
)
 
(485
)
 
1,025

Impact of PUC D&Os
(18,004
)
 
(18,117
)
 
(40,011
)
 
1,211

 
1,343

 
(240
)
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os)
$
48,195

 
$
46,560

 
$
45,650

 
$
830

 
$
858

 
$
785

The estimated prior service credit and net actuarial loss for defined benefit plans that will be amortized from AOCI or regulatory assets into NPPC and NPBC during 2018 is as follows:
 
HEI consolidated
 
Hawaiian Electric consolidated
(in millions)
Pension benefits
 
Other benefits
 
Pension benefits
 
Other benefits
Estimated prior service credit
$

 
$
(1.8
)
 
$

 
$
(1.8
)
Net actuarial loss
29.6

 

 
26.8

 

The Company recorded pension expense of $33 million , $33 million and $35 million and OPEB expense of $1.0 million , $1.0 million and $0.9 million in 2017 , 2016 and 2015 , respectively, and charged the remaining amounts primarily to electric utility plant. The Utilities recorded pension expense of $30 million , $30 million and $29 million and OPEB expense of $0.8 million , $0.7 million and $0.7 million in 2017 , 2016 and 2015 , respectively, and charged the remaining amounts primarily to electric utility plant.

165


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The health care cost trend rate assumptions can have a significant effect on the amounts reported for other benefits. As of December 31, 2017 , for the Company, a one-percentage-point increase in the assumed health care cost trend rates would have increased the total service and interest cost by $0.1 million and the accumulated postretirement benefit obligation (APBO) by $2.7 million , and a one-percentage-point decrease would have reduced the total service and interest cost by $0.2 million and the APBO by $3.1 million . As of December 31, 2017 , for the Utilities, a one-percentage-point increase in the assumed health care cost trend rates would have increased the total service and interest cost by $0.1 million and the APBO by $2.7 million , and a one-percentage-point decrease would have reduced the total service and interest cost by $0.2 million and the APBO by $3.1 million .
Additional information on the defined benefit pension plans' accumulated benefit obligations (ABOs), which do not consider projected pay increases (unlike the PBOs shown in the table above), PBOs and assets were as follows:
 
HEI consolidated
 
Hawaiian Electric consolidated
December 31
2017
 
2016
 
2017
 
2016
(in billions)
 
 
 
 
 
 
 
Defined benefit plans -  ABOs
$
1.8

 
$
1.7

 
$
1.7

 
$
1.5

Defined benefit plans with ABO in excess of plan assets
 
 
 
 
 
 
 
     ABOs
1.7

 
1.6

 
1.7

 
1.5

     Plan assets
1.5

 
1.3

 
1.5

 
1.2

Defined benefit plans with PBOs in excess of plan assets
 
 
 
 
 
 
 
     PBOs
2.0

 
1.8

 
1.9

 
1.8

     Plan assets
1.5

 
1.3

 
1.5

 
1.2

HEI consolidated . The Company estimates that the cash funding for the qualified defined benefit pension plans in 2018 will be $62 million , which should fully satisfy the minimum required contributions to those plans, including requirements of the Utilities’ pension tracking mechanisms and the Plan’s funding policy. The Company's current estimate of contributions to its other postretirement benefit plans in 2018 is nil .
As of December 31, 2017 , the benefits expected to be paid under all retirement benefit plans in 2018 , 2019 , 2020 , 2021 , 2022 and 2023 through 2027 amount to $86 million , $89 million , $92 million , $95 million , $99 million and $552 million , respectively.
Hawaiian Electric consolidated . The Utilities estimate that the cash funding for the qualified defined benefit pension plan in 2018 will be $61 million , which should fully satisfy the minimum required contributions to that Plan, including requirements of the pension tracking mechanisms and the Plan’s funding policy. The Utilities' current estimate of contributions to its other postretirement benefit plans in 2018 is nil .
As of December 31, 2017 , the benefits expected to be paid under all retirement benefit plans in 2018 , 2019 , 2020 , 2021 , 2022 and 2023 through 2027 amounted to $79 million , $81 million , $84 million , $87 million , $90 million and $504 million , respectively.
Defined contribution plans information.   For 2017 , 2016 and 2015 , the Company’s expenses for its defined contribution pension plans under the HEIRSP and the ASB 401(k) Plan were $7 million , $5 million and $6 million , respectively, and cash contributions were $6 million , $5 million and $5 million , respectively. The Utilities’ expenses and cash contributions for its defined contribution pension plan under the HEIRSP Plan for 2017 , 2016 and 2015 were $2.0 million , $1.5 million and $1.5 million , respectively.

166


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


9 ·   Share-based compensation
Under the 2010 Equity and Incentive Plan, as amended, HEI can issue shares of common stock as incentive compensation to selected employees in the form of stock options, stock appreciation rights (SARs), restricted shares, restricted stock units, performance shares and other share-based and cash-based awards. The 2010 Equity and Incentive Plan (original EIP) was amended and restated effective March 1, 2014 (EIP) and an additional 1.5 million shares was added to the shares available for issuance under these programs.
As of December 31, 2017 , approximately 3.3 million shares remained available for future issuance under the terms of the EIP, assuming recycling of shares withheld to satisfy minimum statutory tax liabilities relating to EIP awards, including an estimated 0.4 million shares that could be issued upon the vesting of outstanding restricted stock units and the achievement of performance goals for awards outstanding under long-term incentive plans (assuming that such performance goals are achieved at maximum levels).
Restricted stock units awarded under the 2010 Equity and Incentive Plan in 2017, 2016, 2015 and 2014 will vest and be issued in unrestricted stock in four equal annual increments on the anniversaries of the grant date and are forfeited to the extent they have not become vested for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations due to death, disability and retirement. Restricted stock units expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividend equivalent rights are accrued quarterly and are paid at the end of the restriction period when the associated restricted stock units vest.
Stock performance awards granted under the 2017-2019 long-term incentive plan (LTIP) entitle the grantee to shares of common stock with dividend equivalent rights once service conditions and performance conditions are satisfied at the end of the three -year performance period. LTIP awards are forfeited for terminations of employment during the performance period, except that pro-rata participation is provided for terminations due to death, disability and retirement based upon completed months of service after a minimum of 12 months of service in the performance period. Compensation expense for the stock performance awards portion of the LTIP has been recognized in accordance with the fair-value-based measurement method of accounting for performance shares.
Under the 2011 Nonemployee Director Stock Plan (2011 Director Plan), HEI can issue shares of common stock as compensation to nonemployee directors of HEI, Hawaiian Electric and ASB. As of December 31, 2017 , there were 85,428 shares remaining available for future issuance under the 2011 Director Plan.
Share-based compensation expense and the related income tax benefit were as follows:
(in millions)
2017

 
2016

 
2015

HEI consolidated
 
 
 
 
 
Share-based compensation expense 1
$
5.4

 
$
4.8

 
$
6.5

Income tax benefit
1.9

 
1.6

 
2.3

Hawaiian Electric consolidated
 
 
 
 
 
Share-based compensation expense 1
1.9

 
1.4

 
1.9

Income tax benefit
0.7

 
0.5

 
0.7

1  
For 2017 and 2016, the Company has not capitalized any share-based compensation. In 2015, $0.15 million of this share-based compensation expense was capitalized.
Stock awards. Nonemployee director awards totaling $0.2 million were paid in cash (in lieu of common stock) in July 2016. HEI granted HEI common stock to nonemployee directors of HEI, Hawaiian Electric and ASB under the 2011 Director Plan as follows:
(dollars in millions)
2017

 
2016

 
2015

Shares granted
35,770

 
19,846

 
28,246

Fair value
$
1.2

 
$
0.6

 
$
0.8

Income tax benefit
0.5

 
0.2

 
0.3

The number of shares issued to each nonemployee director of HEI, Hawaiian Electric and ASB is determined based on the closing price of HEI Common Stock on the grant date.

167


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



Restricted stock units.   Information about HEI’s grants of restricted stock units was as follows:
 
2017
 
2016
 
2015
 
Shares 

 
(1)
 
Shares 

 
(1)
 
Shares 

 
(1)
Outstanding, January 1
220,683

 
$
29.57

 
210,634

 
$
28.82

 
261,235

 
$
25.77

Granted
97,873

 
33.47

 
114,431

 
29.70

 
85,772

 
33.69

Vested
(92,147
)
 
28.88

 
(85,003
)
 
27.84

 
(102,173
)
 
25.67

Forfeited
(29,362
)
 
31.57

 
(19,379
)
 
29.82

 
(34,200
)
 
27.09

Outstanding, December 31
197,047

 
$
31.53

 
220,683

 
$
29.57

 
210,634

 
$
28.82

Total weighted-average grant-date fair value of shares granted ($ millions)
$
3.3

 
 
 
$
3.4

 
 
 
$
2.9

 
 
(1)
Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
For 2017 , 2016 and 2015 , total restricted stock units and related dividends that vested had a fair value of $3.5 million , $2.8 million and $3.7 million , respectively, and the related tax benefits were $1.1 million , $0.9 million and $1.1 million , respectively.
As of December 31, 2017 , there was $4.0 million of total unrecognized compensation cost related to the nonvested restricted stock units. The cost is expected to be recognized over a weighted-average period of 2.4 years .
Long-term incentive plan payable in stock.   The 2017-2019 LTIP provides for performance awards under the EIP of shares of HEI common stock based on the satisfaction of performance goals including a market condition goal. The number of shares of HEI common stock that may be awarded is fixed on the date the grants are made subject to the achievement of specified performance levels and calculated dividend equivalents. The potential payout varies from 0% to 200% of the number of target shares depending on the achievement of the goals. The market condition goal is based on HEI’s total shareholder return (TSR) compared to the Edison Electric Institute Index over the three -year period. The other performance condition goals relate to EPS growth, return on average common equity (ROACE) and ASB’s efficiency ratio. The 2015-2017 and 2016-2018 LTIPs provide for performance awards payable in cash, and thus, are not included in the tables below.
LTIP linked to TSR .  Information about HEI’s LTIP grants linked to TSR was as follows:
 
2017
 
2016
 
2015
 
Shares

 
(1)
 
Shares

 
(1)
 
Shares

 
(1)
Outstanding, January 1
83,106

 
$
22.95

 
162,500

 
$
27.66

 
257,956

 
$
28.45

Granted
37,204

 
39.51

 

 

 

 

Vested (issued or unissued and cancelled)
(83,106
)
 
22.95

 
(78,553
)
 
32.69

 
(75,915
)
 
30.71

Forfeited
(4,300
)
 
39.51

 
(841
)
 
22.95

 
(19,541
)
 
26.25

Outstanding, December 31
32,904

 
$
39.51

 
83,106

 
$
22.95

 
162,500

 
$
27.66

Total weighted-average grant-date fair value of shares granted ($ millions)
$
1.5

 
 
 
$

 
 
 
$

 
 
(1)
Weighted-average grant-date fair value per share determined using a Monte Carlo simulation model.
The grant date fair values of the shares were determined using a Monte Carlo simulation model utilizing actual information for the common shares of HEI and its peers for the period from the beginning of the performance period to the grant date and estimated future stock volatility and dividends of HEI and its peers over the remaining three -year performance period. The expected stock volatility assumptions for HEI and its peer group were based on the three-year historic stock volatility, and the annual dividend yield assumptions were based on dividend yields calculated on the basis of daily stock prices over the same three -year historical period.

168


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The following table summarizes the assumptions used to determine the fair value of the LTIP awards linked to TSR and the resulting fair value of LTIP awards granted:
 
 
2017

Risk-free interest rate
 
1.46
%
Expected life in years
 
3

Expected volatility
 
20.1
%
Range of expected volatility for Peer Group
 
15.4% to 26.0%

Grant date fair value (per share)
 
$
39.51

For 2017 , total vested LTIP awards linked to TSR and related dividends had a fair value of $1.9 million and the related tax benefits were $0.7 million . For 2016 and 2015 , all vested shares in the table above were unissued and cancelled (i.e., lapsed) because the TSR performance goal was not met.
As of December 31, 2017 , there was $0.9 million of total unrecognized compensation cost related to the nonvested performance awards payable in shares linked to TSR. The cost is expected to be recognized over a weighted-average period of 2.0 years .
LTIP awards linked to other performance conditions .   Information about HEI’s LTIP awards payable in shares linked to other performance conditions was as follows:
 
2017
 
2016
 
2015
 
Shares

 
(1)
 
Shares

 
(1)
 
Shares

 
(1)
Outstanding, January 1
109,816

 
$
25.18

 
222,647

 
$
26.02

 
364,731

 
$
26.01

Granted
148,818

 
33.47

 

 

 

 

Vested
(109,816
)
 
25.18

 
(109,097
)
 
26.89

 
(121,249
)
 
26.05

Increase above target (cancelled)

 

 
(1,989
)
 
25.26

 
3,412

 
26.89

Forfeited
(17,202
)
 
33.48

 
(1,745
)
 
25.19

 
(24,247
)
 
25.82

Outstanding, December 31
131,616

 
$
33.47

 
109,816

 
$
25.18

 
222,647

 
$
26.02

Total weighted-average grant-date fair value of shares granted (at target performance levels) ($ millions)
$
5.0

 
 
 
$

 
 
 
$

 
 
(1)
Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
For 2017 , 2016 and 2015 , total vested LTIP awards linked to other performance conditions and related dividends had a fair value of $4.2 million , $3.6 million and $4.7 million , respectively, and the related tax benefits were $1.6 million , $1.4 million and $1.8 million , respectively.
As of December 31, 2017 , there was $2.9 million of total unrecognized compensation cost related to the nonvested shares linked to performance conditions other than TSR. The cost is expected to be recognized over a weighted-average period of 2.0 years .

169


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


10   ·   Income taxes
The components of income taxes attributable to net income for common stock were as follows:
 
HEI consolidated
 
Hawaiian Electric consolidated
Years ended December 31
2017

 
2016

 
2015

 
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

 
 
 
 
 
 
Federal
 

 
 

 
 

 
 
 
 
 
 
Current
$
61,534

 
$
59,873

 
$
44,343

 
$
36,267

 
$
952

 
$

Deferred*
33,967

 
43,666

 
36,664

 
35,229

 
70,513

 
68,757

Deferred tax credits, net
(20
)
 
268

 
318

 
(20
)
 
268

 
318

 
95,481

 
103,807

 
81,325

 
71,476

 
71,733

 
69,075

State
 

 
 

 
 

 
 

 
 

 
 

Current
10,076

 
16,473

 
2,402

 
8,947

 
9,232

 
(1,048
)
Deferred
3,868

 
3,452

 
4,768

 
2,808

 
3,873

 
6,869

Deferred tax credits, net
(32
)
 
(37
)
 
4,526

 
(32
)
 
(37
)
 
4,526

 
13,912

 
19,888

 
11,696

 
11,723

 
13,068

 
10,347

Total
$
109,393

 
$
123,695

 
$
93,021

 
$
83,199

 
$
84,801

 
$
79,422

*
Included in the amounts for 2017 are federal deferred income tax expenses of $13.4 million and $9.2 million for the Company and Hawaiian Electric consolidated, respectively, primarily to reduce federal accumulated deferred income tax net asset balances (not accounted for under Utility regulatory ratemaking) to reflect the impact of the Tax Act. See “Lower tax rate” below.
A reconciliation of the amount of income taxes computed at the federal statutory rate of 35% to the amount provided in the consolidated statements of income was as follows:
 
HEI consolidated
 
Hawaiian Electric consolidated
Years ended December 31
2017

 
2016

 
2015

 
2017

 
2016

 
2015

(in thousands)
 

 
 

 
 

 
 
 
 
 
 
Amount at the federal statutory income tax rate
$
96,796

 
$
130,844

 
$
89,176

 
$
71,801

 
$
80,190

 
$
75,996

Increase (decrease) resulting from:
 

 
 

 
 

 
 

 
 

 
 

State income taxes, net of federal income tax benefit
9,789

 
13,915

 
8,097

 
7,584

 
8,494

 
6,726

Net deferred tax asset adjustment related to the Tax Act
13,420

 

 

 
9,168

 

 

Other, net
(10,612
)
 
(21,064
)
 
(4,252
)
 
(5,354
)
 
(3,883
)
 
(3,300
)
Total
$
109,393

 
$
123,695

 
$
93,021

 
$
83,199

 
$
84,801

 
$
79,422

Effective income tax rate
39.6
%
 
33.1
%
 
36.5
%
 
40.6
%
 
37.0
%
 
36.6
%

       



170


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


The tax effects of book and tax basis differences that give rise to deferred tax assets and liabilities were as follows:
 
HEI consolidated
 
Hawaiian Electric consolidated
December 31
2017

 
2016

 
2017

 
2016

(in thousands)
 

 
 

 
 
 
 
Deferred tax assets
 

 
 

 
 
 
 
Regulatory liabilities, excluding amounts attributable to property, plant and equipment
$
104,984

 
$

 
$
104,984

 
$

Net operating loss 1

 

 

 
9,158

Allowance for bad debts
16,192

 
24,500

 
1,812

 
2,364

Other
24,397

 
47,201

 
11,253

 
18,720

Total deferred tax assets
145,573

 
71,701

 
118,049

 
30,242

Deferred tax liabilities
 

 
 

 
 
 
 
Property, plant and equipment related
415,452

 
642,266

 
413,891

 
640,667

Regulatory assets, excluding amounts attributable to property, plant and equipment
38,314

 
35,107

 
38,314

 
35,107

Deferred RAM and RBA revenues
15,038

 
26,053

 
15,038

 
26,053

Retirement benefits
32,952

 
48,400

 
38,020

 
51,445

Other
32,247

 
48,681

 
6,827

 
10,629

Total deferred tax liabilities
534,003

 
800,507

 
512,090

 
763,901

Net deferred income tax liability
$
388,430

 
$
728,806

 
$
394,041

 
$
733,659

1
The Hawaiian Electric deferred tax asset for 2016 includes the tax effect of the federal net operating loss carryforward of $9 million , which was utilized in 2017, and federal general business credit carryforwards of $3 million utilized in 2017, net of unrecognized federal tax benefits of $3 million due to uncertain tax positions.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. Based upon historical taxable income and projections for future taxable income, management believes it is more likely than not the Company and the Utilities will realize substantially all of the benefits of the deferred tax assets. As of December 31, 2017 and 2016, valuation allowances for deferred tax benefits was nil and no t significant, respectively. In 2017 , the net deferred income tax liability increased primarily as a result of accelerated tax deductions taken for bonus depreciation enacted in the Protecting Americans from Tax Hikes Act of 2015. However, the December 31, 2017 balance decreased following the passage of the Tax Act as described below in "Recent tax developments".
The Utilities are included in the consolidated federal and Hawaii income tax returns of HEI and are subject to the provisions of HEI’s tax sharing agreement, which determines each subsidiary’s (or subgroup's) income tax return liabilities and refunds on a standalone basis as if it filed a separate return (or subgroup consolidated return). Consequently, although HEI consolidated did not anticipate any unutilized net operating loss (NOL) as of December 31, 2016 , standalone Hawaiian Electric consolidated recognized an unutilized NOL for federal tax purposes in accordance with the HEI tax sharing agreement. In 2017, the NOL was utilized by Hawaiian Electric consolidated, which reduced the deferred tax asset associated with this NOL to nil .
The following is a reconciliation of the Company’s liability for unrecognized tax benefits for 2017, 2016 and 2015.
 
HEI consolidated
 
Hawaiian Electric consolidated
(in millions)
2017

 
2016

 
2015

 
2017

 
2016

 
2015

Unrecognized tax benefits, January 1
$
3.8

 
$
3.6

 
$

 
$
3.8

 
$
3.6

 

Additions based on tax positions taken during the year
0.9

 

 

 
0.4

 

 

Reductions based on tax positions taken during the year
(0.2
)
 
(0.1
)
 

 
(0.2
)
 
(0.1
)
 

Additions for tax positions of prior years

 
0.3

 
3.6

 

 
0.3

 
3.6

Reductions for tax positions of prior years
(0.5
)
 

 

 
(0.5
)
 

 

Settlements

 

 

 

 

 

Unrecognized tax benefits, December 31
$
4.0

 
$
3.8

 
$
3.6

 
$
3.5

 
$
3.8

 
$
3.6

At December 31, 2017 and 2016 , there were $0.5 million and nil , respectively, of unrecognized tax benefits that, if recognized, would affect the Company's annual effective tax rate. As of December 31, 2017 and 2016 , there were no

171


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


unrecognized tax benefits that, if recognized, would affect the Utilities' annual effective tax rate. The Company and Utilities believe that the unrecognized tax benefits will not significantly increase or decrease within the next 12 months.
HEI consolidated. The Company recognizes interest accrued related to unrecognized tax benefits in “Interest expense-other than on deposit liabilities and other bank borrowings” and penalties, if any, in operating expenses. In 2017, 2016 and 2015, the Company recognized approximately $0.2 million , $0.2 million and $0.1 million in interest expense. The Company had $0.5 million and $0.3 million of interest accrued as of December 31, 2017 and 2016 , respectively.
Hawaiian Electric consolidated. The Utilities recognize interest accrued related to unrecognized tax benefits in “Interest expense and other charges, net” and penalties, if any, in operating expenses. In 2017, 2016 and 2015, the Utilities recognized approximately $0.08 million , $0.03 million and $0.1 million , respectively, in interest expense. Additional interest expense related to the Utilities' unrecognized tax benefits was recognized at HEI Consolidated because of the Utilities NOL position. The Utilities had $0.2 million and $0.1 million of interest accrued as of December 31, 2017 and 2016 , respectively.
As of December 31, 2017 , the disclosures above present the Company’s and the Utilities' accruals for potential tax liabilities, which involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts. Based on information currently available, the Company and the Utilities believe these accruals have adequately provided for potential income tax issues with federal and state tax authorities, and that the ultimate resolution of tax issues for all open tax periods will not have a material adverse effect on its results of operations, financial condition or liquidity.
IRS examinations have been completed and settled through the tax year 2011 and the statute of limitations has tolled for tax year 2013, leaving subsequent years subject to IRS examination.  The tax years 2011 and subsequent are still subject to examination by the Hawaii Department of Taxation.
Recent tax developments. On December 22, 2017, President Trump signed into law H.R. 1, originally known as the Tax Cuts and Jobs Act, as passed by Congress (Tax Act). This Tax Act is the first comprehensive change in the law since the 1986 Tax Reform Act and will impact all U.S. taxpayers. The changes for corporate taxpayers are numerous but the following summarizes the provisions that have the most impact on the Company.
Lower tax rate. For the non-regulated entities (HEI corporate and ASB), the corporate income tax rate reduction from 35% to 21% for 2018 and subsequent years had an immediate income statement impact in 2017, as all accumulated deferred income tax balances (ADIT) were adjusted to reflect the new lower rate as of the enactment date with an offsetting net charge to income tax expense. The Utilities’ excess ADIT that was related to items excluded from regulatory rate base or ratemaking was also recorded as a charge to income tax expense in 2017. However, for regulated entities such as the Utilities, the excess ADIT included in their rates is expected to be returned to customers. The method and timing of returning this benefit will be determined with the approval of the PUC.
Going forward for years after 2017, the Company will compute its income tax expense at the new 21% federal rate. The benefit of this lower rate will be reflected in the Utilities' rates, thereby passing the lower tax cost to their customers. The method and timing of adjusting rates for the new tax rate will be determined with the approval of the PUC, along with the return of excess ADIT discussed above.
100% bonus depreciation. The Tax Act allows 100% bonus depreciation through the end of 2022 for qualified property purchased and placed in service after September 27, 2017. However, the Tax Act provides that property used in the trade or business of a regulated utility (including the furnishing or selling electrical energy) is not qualified property. Thus, the Utilities have not taken any bonus depreciation on property placed in service after September 27, 2017. With respect to all other property, the Company expects to take the 100% bonus depreciation on qualified property purchased and placed in service after September 27, 2017. It is not clear what property will be grandfathered based on previous tax law, or whether property subject to written binding purchase contracts prior to September 28, 2017 will qualify for the 100% bonus depreciation. The Company has assumed that bonus depreciation does not apply in the areas that have not been clarified.
Interest expense limitation. The Tax Act generally provides a limitation on the deductibility of interest expense in excess of 30% of a business’ adjusted taxable income plus interest income. Adjusted taxable income is essentially taxable income before interest income or expense, depreciation and amortization (adjustment for depreciation and amortization phases out after 2021). This limitation does not apply to interest properly allocable to the trade or business of furnishing or selling electricity and various other regulated utility activities. Thus, the Utilities are not subject to the interest limitation.
With respect to the holding company and the bank activities, interest deductibility should not be limited by this new law since the interest income of the Bank more than offsets the interest expense allocated to the non-Utility activity.

172


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Other applicable provisions. There are a number of other provisions in the Tax Act that have an impact on the Company, including the narrowing of the exclusions from taxability of certain contributions in aid of construction (CIAC), the repeal of the domestic production activities deduction (DPAD), non-deductibility of transportation fringe benefits excluded from employees income, and the increased limitation on the deductibility of executive compensation.
Staff Accounting Bulletin No. 118 (SAB No. 118). On December 22, 2017, the SEC staff issued SAB No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act.
In connection with its initial analysis of the impact of the Tax Act, the Company has calculated its best estimate in accordance with its understanding of the law and guidance available as of this filing. The Company has recorded a provisional discrete net tax expense of $13.4 million ( $9.2 million at the Utilities), in the period ended December 31, 2017. The provisional net expense primarily consists of the effect of the corporate rate reduction. The Act reduces the corporate tax rate to 21%, effective January 1, 2018 and results in a net deferred tax balance that is in excess of the taxes the Company expects to pay or be refunded in the future when the temporary differences creating these deferred taxes reverse. The excess related to the Utilities' deferred taxes that are expected to be refunded in rates is reclassified to a regulatory liability that will be returned to the customers prospectively. The remaining excess must be written off through deferred tax expense. Consequently the Company has recorded a provisional decrease in net deferred tax liabilities of $271.5 million ( $275.7 million at the Utilities), with the corresponding net adjustment to increase deferred income tax expense of $13.4 million ( $9.2 million at the Utilities) and to increase regulatory liabilities by $284.9 million .
The provisional tax impacts included in the Company’s and Utilities financial statements for the year ended December 31, 2017 may differ from the ultimate impact due to additional analysis, changes in interpretations and assumptions the Company and Utilities have made, Internal Revenue Service and Joint Committee on Taxation guidance that may be issued, and actions the Company and Utilities may take as a result of the Tax Act. The accounting is expected to be complete in 2018.




173


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


11   ·   Cash flows
Years ended December 31
2017

 
2016

 
2015

(in millions)
 
 
 
 
 
Supplemental disclosures of cash flow information
 

 
 

 
 

HEI consolidated
 
 
 
 
 
Interest paid to non-affiliates
$
83

 
$
84

 
$
83

Income taxes paid (including refundable credits)
55

 
55

 
75

Income taxes refunded (including refundable credits)
1

 
45

 
55

Hawaiian Electric consolidated
 
 
 
 
 
Interest paid to non-affiliates
63

 
62

 
61

Income taxes paid (including refundable credits)
26

 
1

 
13

Income taxes refunded (including refundable credits)

 
20

 
12

Supplemental disclosures of noncash activities
 

 
 

 
 

HEI consolidated
 
 
 
 
 
Property, plant and equipment
 
 
 
 
 
Unpaid invoices and accruals for capital expenditures,
 
 
 
 
 
balance, end of period (investing)
38

 
84

 
70

Common stock dividends reinvested in HEI common stock (financing) 1

 
17

 

Loans transferred from held for investment to held for sale (investing)
41

 
24

 

Real estate acquired in settlement of loans (investing)

 
1

 
1

Real estate transferred from property, plant and equipment to other assets held-for-sale (investing)

 
1

 
5

Common stock issued (gross) for director and executive/management compensation (financing) 2
11

 
7

 
10

Obligations to fund low income housing investments, net (investing)
13

 

 

Hawaiian Electric consolidated
 
 
 
 
 
Electric utility property, plant and equipment
 

 
 

 
 

Unpaid invoices and accruals for capital expenditures,
 
 
 
 
 
balance, end of period (investing)
38

 
84

 
70

HEI Consolidated and Hawaiian Electric consolidated
 
 
 
 
 
Electric utility property, plant and equipment
 
 
 
 
 
Estimated fair value of noncash contributions in aid of construction (investing)
18

 
28

 
3

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.
2 The amounts shown represent the market value of common stock issued for director and executive/management compensation and withheld to satisfy statutory tax liabilities.
12   ·   Regulatory restrictions on net assets
As of December 31, 2017 , the Utilities could not transfer approximately $755 million of net assets to HEI in the form of dividends, loans or advances without PUC approval.
ASB is required to notify the FRB and OCC prior to making any capital distribution (including dividends) to HEI (through ASB Hawaii). Generally, the FRB and OCC may disapprove or deny ASB’s request to make a capital distribution if the proposed distribution will cause ASB to become undercapitalized, or the proposed distribution raises safety and soundness concerns, or the proposed distribution violates a prohibition contained in any statute, regulation or agreement between ASB and the OCC. As of December 31, 2017 , in order to maintain its “well-capitalized” position, ASB could not transfer approximately $441 million of net assets to HEI.
HEI management expects that the regulatory restrictions will not materially affect the operations of the Company nor HEI’s ability to pay common stock dividends.

174


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


13   ·   Significant group concentrations of credit risk
Most of the Company’s business activity is with customers located in the State of Hawaii.
The Utilities are regulated operating electric public utilities engaged in the generation, purchase, transmission, distribution and sale of electricity on the islands of Oahu, Hawaii, Maui, Lanai and Molokai in the State of Hawaii. The Utilities provide the only electric public utility service on the islands they serve. The Utilities grant credit to customers, all of whom reside or conduct business in the State of Hawaii.
Most of ASB’s financial instruments are based in the State of Hawaii, except for the investment securities it owns. Substantially all real estate loans receivable are collateralized by real estate in Hawaii. ASB’s policy is to require mortgage insurance on all real estate loans with a loan to appraisal ratio in excess of 80% at origination.
14   ·   Fair value measurements
Fair value measurement and disclosure valuation methodology. The following are descriptions of the valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial instruments not carried at fair value:
Short-term borrowings—other than bank .   The carrying amount of short-term borrowings approximated fair value because of the short maturity of these instruments.
Investment securities . The fair value of ASB’s investment securities is determined quarterly through pricing obtained from independent third-party pricing services or from brokers not affiliated with the trade. Non-binding broker quotes are infrequent and generally occur for new securities that are settled close to the month-end pricing date. The third-party pricing vendors ASB uses for pricing its securities are reputable firms that provide pricing services on a global basis and have processes in place to ensure quality and control. The third-party pricing services use a variety of methods to determine the fair value of securities that fall under Level 2 of ASB’s fair value measurement hierarchy. Among the considerations are quoted prices for similar securities in an active market, yield spreads for similar trades, adjustments for liquidity, size, collateral characteristics, historic and generic prepayment speeds, and other observable market factors.
To enhance the robustness of the pricing process, ASB will on a quarterly basis compare its standard third-party vendor’s price with that of another third-party vendor. If the prices are within an acceptable tolerance range, the price of the standard vendor will be accepted. If the variance is beyond the tolerance range, an evaluation will be conducted by ASB and a challenge to the price may be made. Fair value in such cases will be based on the value that best reflects the data and observable characteristics of the security. In all cases, the fair value used will have been independently determined by a third-party pricing vendor or non-affiliated broker.
The fair value of the mortgage revenue bond is estimated using a discounted cash flow model to calculate the present value of future principal and interest payments and, therefore is classified within Level 3 of the valuation hierarchy.
Loans held for sale . Residential and commercial loans are carried at the lower of cost or market and are valued using market observable pricing inputs, which are derived from third party loan sales and, therefore, are classified within Level 2 of the valuation hierarchy.
Loans held for investment . Fair value of loans held for investment is derived using a discounted cash flow approach which includes an evaluation of the underlying loan characteristics. The valuation model uses loan characteristics which includes product type, maturity dates, and the underlying interest rate of the portfolio. This information is input into the valuation models along with various forecast valuation assumptions including prepayment forecasts, to determine the discount rate. These assumptions are derived from internal and third party sources. Since the valuation is derived from model-based techniques, ASB includes loans held for investment within Level 3 of the valuation hierarchy.
Impaired loans . At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Fair value is determined primarily by using an income, cost, or market approach and is normally provided through appraisals. Impaired loans carried at fair value generally receive specific allocations within the allowance for loan losses. For collateral-dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise

175


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Generally, impaired loans are evaluated quarterly for additional impairment and adjusted accordingly.
Real estate acquired in settlement of loans . Foreclosed assets are carried at fair value (less estimated costs to sell) and are generally based upon appraisals or independent market prices that are periodically updated subsequent to classification as real estate owned. Such adjustments typically result in a Level 3 classification of the inputs for determining fair value. ASB estimates the fair value of collateral-dependent loans and real estate owned using the sales comparison approach.
Mortgage servicing rights . Mortgage servicing rights (MSRs) are capitalized at fair value based on market data at the time of sale and accounted for in subsequent periods at the lower of amortized cost or fair value. MSRs are evaluated for impairment at each reporting date. ASB's MSRs are stratified based on predominant risk characteristics of the underlying loans including loan type and note rate. For each stratum, fair value is calculated by discounting expected net income streams using discount rates that reflect industry pricing for similar assets. Expected net income streams are estimated based on industry assumptions regarding prepayment expectations and income and expenses associated with servicing residential mortgage loans for others. Impairment is recognized through a valuation allowance for each stratum when the carrying amount exceeds fair value, with any associated provision recorded as a component of loan servicing fees included in "Revenues - bank" in the consolidated statements of income. A direct write-down is recorded when the recoverability of the valuation allowance is deemed to be unrecoverable. ASB compares the fair value of MSRs to an estimated value calculated by an independent third-party. The third-party relies on both published and unpublished sources of market related assumptions and their own experience and expertise to arrive at a value. ASB uses the third-party value only to assess the reasonableness of its own estimate.
Time deposits . The fair value of fixed-maturity certificates of deposit was estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.
Other borrowings . For fixed-rate advances and repurchase agreements, fair value is estimated using quantitative discounted cash flow models that require the use of interest rate inputs that are currently offered for advances and repurchase agreements of similar remaining maturities. The majority of market inputs are actively quoted and can be validated through external sources including broker market transactions and third party pricing services.
Long-term debt-other than bank .  Fair value of long-term debt of HEI and the Utilities was obtained from third-party financial services providers based on the current rates offered for debt of the same or similar remaining maturities and from discounting the future cash flows using the current rates offered for debt of the same or similar remaining maturities.
Interest rate lock commitments (IRLCs) . The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. IRLCs are classified as Level 2 measurements.
Forward sales commitments . To be announced (TBA) mortgage-backed securities forward commitments are classified as Level 1, and consist of publicly-traded debt securities for which identical fair values can be obtained through quoted market prices in active exchange markets. The fair values of ASB’s best efforts and mandatory delivery loan sale commitments are determined using quoted prices in the market place that are observable and are classified as Level 2 measurements.
Window forward contracts . The estimated fair value of the Utilities’ window forward contracts was obtained from a third-party financial services provider based on the effective exchange rate offered for the foreign currency denominated transaction. Window forward contracts are classified as Level 2 measurements.
The following table presents the carrying or notional amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments. For stock in Federal Home Loan Bank, the carrying amount is a reasonable estimate of fair value because it can only be redeemed at par. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings and money market deposits, the carrying amount is a reasonable estimate of fair value as these liabilities have no stated maturity.

176


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


 
 
 
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, 2017
 

 
 

 
 

 
 

 
 

Financial assets
 

 
 

 
 

 
 

 
 

HEI consolidated
 
 
 
 
 
 
 
 
 
Available-for-sale investment securities
$
1,401,198

 
$

 
$
1,385,771

 
$
15,427

 
$
1,401,198

Held-to-maturity investment securities
44,515

 

 
44,412

 

 
44,412

Stock in Federal Home Loan Bank
9,706

 

 
9,706

 

 
9,706

Loans receivable, net
4,628,381

 

 
11,254

 
4,770,497

 
4,781,751

Mortgage servicing rights
8,639

 

 

 
12,052

 
12,052

Derivative assets
17,812

 

 
393

 

 
393

Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
 
Derivative assets-window forward contracts
3,240

 

 
256

 

 
256

Financial liabilities
 

 
 

 
 

 
 

 
 

HEI consolidated
 
 
 
 
 
 
 
 
 
Deposit liabilities
5,890,597

 

 
5,884,071

 

 
5,884,071

Short-term borrowings—other than bank
117,945

 

 
117,945

 

 
117,945

Other bank borrowings
190,859

 

 
190,829

 

 
190,829

Long-term debt, net—other than bank
1,683,797

 

 
1,813,295

 

 
1,813,295

Derivative liabilities
13,562

 
20

 
10

 

 
30

Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
 
Short-term borrowings
4,999

 

 
4,999

 

 
4,999

Long-term debt, net
1,368,479

 

 
1,497,079

 

 
1,497,079

December 31, 2016
 

 
 

 
 

 
 

 
 

Financial assets
 

 
 

 
 

 
 

 
 

HEI consolidated
 
 
 
 
 
 
 
 
 
Money market funds
$
13,085

 
$

 
$
13,085

 
$

 
$
13,085

Available-for-sale investment securities
1,105,182

 

 
1,089,755

 
15,427

 
1,105,182

Stock in Federal Home Loan Bank
11,218

 

 
11,218

 

 
11,218

Loans receivable, net
4,701,977

 

 
13,333

 
4,839,493

 
4,852,826

Mortgage servicing rights
9,373

 

 

 
13,216

 
13,216

Derivative assets
23,578

 

 
453

 

 
453

Financial liabilities
 

 
 

 
 

 
 

 
 

HEI consolidated
 
 
 
 
 
 
 
 
 
Deposit liabilities
5,548,929

 

 
5,546,644

 

 
5,546,644

Other bank borrowings
192,618

 

 
193,991

 

 
193,991

Long-term debt, net—other than bank
1,619,019

 

 
1,704,717

 

 
1,704,717

Derivative liabilities
53,852

 
129

 
823

 

 
952

Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
 
Long-term debt, net
1,319,260

 

 
1,399,490

 

 
1,399,490

Derivative liabilities—window forward contracts
20,734

 

 
743

 

 
743



177


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Fair value measurements on a recurring basis.  Assets and liabilities measured at fair value on a recurring basis were as follows:
December 31
2017
 
2016
 
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)
$

 
$

 
$

 
$

 
$
13,085

 
$

Available-for-sale investment securities (bank segment)
 

 
 

 
 

 
 
 
 
 
 
Mortgage-related securities-FNMA, FHLMC and GNMA
$

 
$
1,201,473

 
$

 
$

 
$
897,474

 
$

U.S. Treasury and federal agency obligations

 
184,298

 

 

 
192,281

 

Mortgage revenue bond

 

 
15,427

 

 

 
15,427

 
$

 
$
1,385,771

 
$
15,427

 
$

 
$
1,089,755

 
$
15,427

Derivative assets
 
 
 
 
 
 
 
 
 
 
 
Interest rate lock commitments (bank segment) 1
$

 
$
133

 
$

 
$

 
$
445

 
$

Forward commitments (bank segment) 1

 
4

 

 

 
8

 

Window forward contracts (electric utility segment) 2

 
256

 

 

 

 

 
$

 
$
393

 
$

 
$

 
$
453

 
$

Derivative liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest rate lock commitments (bank segment) 1
$

 
$
2

 
$

 
$

 
$
24

 
$

Forward commitments (bank segment) 1
20

 
8

 

 
129

 
56

 

Window forward contracts (electric utility segment) 2

 

 

 

 
743

 


$
20

 
$
10

 
$

 
$
129

 
$
823

 
$

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.
2  
Derivatives are included in regulatory assets and/or liabilities in the balance sheets.
There were no transfers of financial assets and liabilities between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2017 and 2016.
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
(in thousands)
2017

2016

Mortgage revenue bond
 
 
Balance, January 1
$
15,427

$

Principal payments received


Purchases

15,427

Unrealized gain (loss) included in other comprehensive income


Balance, December 31
$
15,427

$
15,427

ASB holds one mortgage revenue bond issued by the Department of Budget and Finance of the State of Hawaii. The Company estimates the fair value by using a discounted cash flow model to calculate the present value of estimated future principal and interest payments. The unobservable input used in the fair value measurement is the weighted average discount rate. As of December 31, 2017, the weighted average discount rate was 3.048% which was derived by incorporating a credit spread over the one month LIBOR rate. Significant increases (decreases) in the weighted average discount rate could result in a significantly lower (higher) fair value measurement.
Fair value measurements on a nonrecurring basis.   Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above. These measurements primarily result from assets carried at the lower of cost or fair value or from impairment of individual assets. The carrying value of assets measured at fair value on a nonrecurring

178


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


basis were as follows:
 
 
 
Fair value measurements using
(in thousands)
Balance
 
Level 1
 
Level 2
 
Level 3
December 31, 2017
 

 
 

 
 

 
 

Loans
$
2,621

 
$

 
$

 
$
2,621

December 31, 2016
 
 
 
 
 
 
 
Loans
2,767

 

 

 
2,767

Real estate acquired in settlement of loans
1,189

 

 

 
1,189

For 2017 and 2016 , there were no adjustments to fair value for ASB’s loans held for sale.
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis:
 
 
 
 
 
 
 
Significant unobservable
 input value (1)
(dollars in thousands)
Fair value
 
Valuation technique
 
Significant unobservable input
 
Range
 
Weighted
Average
December 31, 2017
 
 
 
 
 
 
 
 
 
Residential loans
$
613

 
Fair value of collateral
 
Appraised value less 7% selling cost
 
71-92%
 
84%
Commercial loans
2,008

 
Fair value of collateral
 
Appraised value
 
71-76%
 
75%
Total loans
$
2,621

 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
Residential loans
$
2,468

 
Sales price
 
Sales price
 
95-100%
 
97%
Residential loans
$
287

 
Fair value of property or collateral
 
Appraised value less 7% selling cost
 
42-65%
 
61%
Home equity lines of credit
12

 
Fair value of property or collateral
 
Appraised value less 7% selling cost
 

 
N/A (2)
Total loans
$
2,767

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate acquired in settlement of loans
$
1,189

 
Fair value of property or collateral
 
Appraised value less 7% selling cost
 
100%
 
100%
(1)
Represent percent of outstanding principal balance.
(2)
N/A - Not applicable. There is one loan in each fair value measurement type.
Significant increases (decreases) in any of those inputs in isolation would result in significantly higher (lower) fair value measurements.


179


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


15 ·  Termination of proposed merger and other matters
On December 3, 2014, HEI, NextEra Energy, Inc. (NEE) and two subsidiaries of NEE entered into an Agreement and Plan of Merger (the Merger Agreement), under which Hawaiian Electric was to become a subsidiary of NEE. The Merger Agreement contemplated that, prior to the Merger, HEI would distribute to its shareholders all of the common stock of ASB Hawaii, Inc. (ASB Hawaii), the parent company of ASB (such distribution referred to as the Spin-Off).
The closing of the Merger was subject to various conditions, including receipt of regulatory approval from the PUC. In July 2016: (1) the PUC dismissed the NEE and Hawaiian Electric's application requesting approval of the proposed Merger, (2) NEE terminated the Merger Agreement, (3) pursuant to the terms of the Merger Agreement, NEE paid HEI a $90 million termination fee and $5 million for the reimbursement of expenses associated with the transaction. In 2016, the Company recognized $60 million of net income ( $2 million of net loss in each of the first and second quarters and $64 million of net income in the third quarter), comprised of the termination fee ( $55 million ), reimbursements of expenses from NEE and insurance ( $3 million ), and additional tax benefits on the previously non-tax-deductible merger- and spin-off-related expenses incurred through June 30, 2016 ( $8 million ), less merger- and spin-off-related expenses incurred in 2016 ( $6 million ) (all net of tax impacts). In 2015, the Company recognized $16 million of merger- and spin-off-related expenses ( $5 million in the first quarter, $7 million in the second quarter and $2 million in each of the third and fourth quarters), net of tax impacts. In 2014, the Company recognized merger- and spin-off-related expenses of $5 million , net of tax impacts, primarily in the fourth quarter. The Spin-Off of ASB Hawaii was cancelled as it was cross-conditioned on the merger consummation.
In May 2016, the Utilities had filed an application for approval of an LNG supply and transport agreement and LNG-related capital equipment, which application was conditioned on the PUC’s approval of the proposed Merger. Subsequently, the Utilities terminated the agreement and withdrew the application. In 2016, Hawaiian Electric recognized expenses related to the terminated LNG agreement of $1 million , net of tax benefits, in each of the first and second quarters.

180


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


16   ·   Quarterly information (unaudited)
Selected quarterly information was as follows:
 
Quarters ended
 
Years ended
(in thousands, except per share amounts)
March 31
 
June 30
 
Sept. 30
 
Dec. 31
 
December 31
HEI consolidated
 
 
 
 
 
 
 
 
 
2017 1
 

 
 

 
 

 
 

 
 

Revenues
$
591,562

 
$
632,281

 
$
673,185

 
$
658,597

 
$
2,555,625

Operating income
67,862

 
75,896

 
109,545

 
84,988

 
338,291

Net income
34,666

 
39,134

 
60,544

 
32,843

 
167,187

Net income for common stock
34,193

 
38,661

 
60,073

 
32,370

 
165,297

Basic earnings per common share 3
0.31

 
0.36

 
0.55

 
0.30

 
1.52

Diluted earnings per common share 4
0.31

 
0.36

 
0.55

 
0.30

 
1.52

Dividends per common share
0.31

 
0.31

 
0.31

 
0.31

 
1.24

2016 2
 

 
 

 
 

 
 

 
 

Revenues
$
550,960

 
$
566,244

 
$
646,055

 
$
617,395

 
$
2,380,654

Operating income
68,851

 
85,455

 
105,442

 
88,427

 
348,175

Net income
32,825

 
44,601

 
127,613

 
45,107

 
250,146

Net income for common stock
32,352

 
44,128

 
127,142

 
44,634

 
248,256

Basic earnings per common share 3
0.30

 
0.41

 
1.17

 
0.41

 
2.30

Diluted earnings per common share 4
0.30

 
0.41

 
1.17

 
0.41

 
2.29

Dividends per common share
0.31

 
0.31

 
0.31

 
0.31

 
1.24

Hawaiian Electric consolidated
 
 
 
 
 
 
 
 
 
2017 5
 

 
 

 
 

 
 

 
 

Revenues
$
518,611

 
$
556,875

 
$
598,769

 
$
583,311

 
$
2,257,566

Operating income
48,938

 
55,047

 
87,076

 
66,460

 
257,521

Net income
21,964

 
26,143

 
47,985

 
25,854

 
121,946

Net income for common stock
21,465

 
25,644

 
47,487

 
25,355

 
119,951

2016
 

 
 

 
 

 
 

 
 

Revenues
482,052

 
495,395

 
572,253

 
544,668

 
2,094,368

Operating income
55,326

 
70,686

 
89,812

 
68,644

 
284,468

Net income
25,866

 
36,356

 
47,472

 
34,618

 
144,312

Net income for common stock
25,367

 
35,857

 
46,974

 
34,119

 
142,317

Note: HEI owns all of Hawaiian Electric's common stock, therefore per share data for Hawaiian Electric is not meaningful.
1  
In the fourth quarter of 2017, the Company recorded a $14.2 million adjustment, primarily to reduce deferred tax net asset balances (not accounted for under Utility regulatory ratemaking) to reflect the lower rates enacted by the Tax Act. Also included in this adjustment is $0.7 million (net of tax) of non-executive bonuses paid by ASB related to the enactment of federal tax reform. See below for the impact of the Utilities lower RAM revenues due to the expiration of the 2013 settlement agreement.
2  
In the third quarter of 2016, HEI received a $90 million termination fee from NEE and in 2016 received and incurred other merger and spin-off-related amounts (see Note 15 to the Consolidated Financial Statements). For the first quarter of 2016, second quarter of 2016 and third quarter of 2016, the Company recorded merger- and spin-off-related income/(expenses), net of tax impacts of $(2) million , $(2) million and $64 million , respectively.
3  
The quarterly basic earnings per common share are based upon the weighted-average number of shares of common stock outstanding in each quarter.
4  
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.
5  
In the fourth quarter of 2017, Hawaiian Electric consolidated recorded a $9.2 million adjustment to reduce deferred tax net asset balances (not accounted for under regulatory ratemaking) to reflect the lower rates enacted by the Tax Act. In the first five months of 2017, the Utilities recorded lower RAM revenues due to the expiration of the 2013 settlement agreement that allowed the accrual of RAM revenues on January 1 (vs. June 1) for years 2014 to 2016 at Hawaiian Electric. For the first and second quarters of 2017, the Utilities recorded lower revenues of $12 million ( $7 million , net of tax impacts) and $8 million ( $4 million , net of tax impacts) due to this RAM lag, respectively.

181


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


Condensed Consolidated Statements of Cash Flows error. Subsequent to the issuance of interim Condensed Consolidated Financial Statements (unaudited) for the quarter ended September 30, 2017, the Company and the Utilities identified an error within their previously reported interim Condensed Consolidated Statements of Cash Flows (unaudited). The timing of certain capital expenditure payments that had retainage balances or were related to certain capitalized amounts were not reflected timely. The Company and the Utilities have evaluated the effect of the error, both qualitatively and quantitatively, and concluded that it is immaterial to their respective previously issued condensed consolidated financial statements, and will correct prospectively in subsequent quarterly filings. For the nine months ended September 30, 2017, six months ended June 30, 2017 and three months ended March 31, 2017, the correction of this error will result in an increase (decrease) in Net Cash Provided by Operating Activities (impacting the change in Accounts, Interest and Dividends Payable for the Company and Accounts Payable for the Utilities) of $33 million , ( $7 million ) and ( $42 million ), respectively, and an increase (decrease) in Capital Expenditures and Net Cash Used in Investing Activities of ( $33 million ), $7 million and $42 million , respectively.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
HEI and Hawaiian Electric: None
ITEM 9A.
CONTROLS AND PROCEDURES
HEI:
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Constance H. Lau, HEI Chief Executive Officer (CEO), and Gregory C. Hazelton, HEI Chief Financial Officer (CFO), have evaluated the disclosure controls and procedures of HEI as of December 31, 2017. Based on their evaluation, as of December 31, 2017, they have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective in ensuring that information required to be disclosed by HEI in reports HEI files or submits under the Securities Exchange Act of 1934:
(1)
is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and
(2)
is accumulated and communicated to HEI management, including HEI’s CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting was designed 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2017.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which appears herein.

182



Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Hawaiian Electric:
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Alan M. Oshima, Hawaiian Electric CEO, and Tayne S. Y. Sekimura, Hawaiian Electric CFO, have evaluated the disclosure controls and procedures of Hawaiian Electric as of December 31, 2017. Based on their evaluation, as of December 31, 2017, they have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective in ensuring that information required to be disclosed by Hawaiian Electric in reports Hawaiian Electric files or submits under the Securities Exchange Act of 1934:
(1)
is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and
(2)
is accumulated and communicated to Hawaiian Electric management, including Hawaiian Electric’s CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended. Hawaiian Electric’s internal control over financial reporting was designed 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of Hawaiian Electric’s internal control over financial reporting as of December 31, 2017 based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Based on this evaluation, management has concluded that Hawaiian Electric’s internal control over financial reporting was effective as of December 31, 2017.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, Hawaiian Electric’s internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
HEI and Hawaiian Electric: None
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
HEI:
Information regarding HEI's executive officers is provided in the "Executive Officers of the Registrant" section following Item 4 of this report.
The remaining information required by this Item 10 for HEI is incorporated herein by reference to the following sections in HEI's 2018 Proxy Statement:
“Nominees for Class I directors whose terms expire at the 2021 Annual Meeting”
“Continuing Class II directors whose terms expire at the 2019 Annual Meeting”
“Continuing Class III directors whose terms expire at the 2020 Annual Meeting”

183



“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)
Family relationships; director arrangements
There are no family relationships between any HEI director or director nominee and any other HEI director or director nominee or any HEI executive officer. There are no arrangements or understandings between any HEI director or director nominee and any other person pursuant to which such director or director nominee was selected.
Section 16(a) beneficial ownership reporting compliance
Information required to be reported under this caption is incorporated herein by reference to the “Stock Ownership Information-Section 16(a) Beneficial Ownership Reporting Compliance” section in HEI's 2018 Proxy Statement.
Code of Conduct
The HEI Board has adopted a Corporate Code of Conduct that includes a code of ethics applicable to, among others, its principal executive officer, principal financial officer and principal accounting officer. The Corporate Code of Conduct is available on HEI’s website at www.hei.com. HEI elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through this website and such information will remain available on this website for at least a 12-month period.
Hawaiian Electric:
The information required by this Item 10 for Hawaiian Electric is incorporated herein by reference to pages 1 to 7 of Hawaiian Electric Exhibit 99.1.
ITEM 11.
EXECUTIVE COMPENSATION
HEI:
The information required by this Item 11 for HEI is incorporated herein by reference to the information relating to executive and director compensation in HEI's 2018 Proxy Statement.
Hawaiian Electric:
The information required by this Item 11 for Hawaiian Electric is incorporated herein by reference to:
Pages 8 to 31 of Hawaiian Electric Exhibit 99.1 to this Form 10-K;
The discussion of “2016-18 Long-Term Incentive Plan” at pages 15-16 of Hawaiian Electric’s Exhibit 99.1 to Annual Report on Form 10-K for the year ended December 31, 2016; and
Information concerning compensation paid to directors of Hawaiian Electric who are also directors of HEI under the section of HEI's 2018 Proxy Statement entitled, “Director Compensation.”
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

HEI:
The information required to be reported under this caption for HEI is incorporated herein by reference to the “Compensation Committee Interlocks and Insider Participation” section in HEI's 2018 Proxy Statement.
Hawaiian Electric:
The information required to be reported under this caption for Hawaiian Electric is incorporated herein by reference to page 21 of Hawaiian Electric Exhibit 99.1.


184



ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
HEI:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The information required by this Item 12 for HEI is incorporated herein by reference to the “Stock Ownership Information-Security Ownership of Certain Beneficial Owners” section in HEI's 2018 Proxy Statement.
Equity Compensation Plan Information
Information as of December 31, 2017 about HEI Common Stock that may be issued under all of the Company’s equity compensation plans was as follows:
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
351,191

 
$

 
3,000,172

Equity compensation plans not approved by shareholders

 

 

Total
351,191

 
$

 
3,000,172

(1) This column includes the number of shares of HEI Common Stock which may be issued under the Revised and Amended HEI 2010 Equity Incentive Plan (amended EIP) on account of awards outstanding as of December 31, 2017 , including:
EIP
 
137,186

Restricted stock units plus estimated compounded dividend equivalents (if applicable) *
214,005

Shares to be issued in February 2020 under the 2017-2019 LTIP plus compounded dividend equivalents
351,191

 
*
Under the amended EIP as of December 31, 2017 , 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, 2017 for future awards, including 2,914,744 shares available for future awards under the amended EIP and 85,428 shares available for future awards under the 2011 Nonemployee Director Plan.
Hawaiian Electric:
The information required by this Item 12 for Hawaiian Electric is incorporated herein by reference to pages 34 to 35 of Hawaiian Electric Exhibit 99.1.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
HEI:
The information required by this Item 13 for HEI is incorporated herein by reference to the sections relating to related person transactions and director independence in HEI's 2018 Proxy Statement.
Hawaiian Electric:
The information required by this Item 13 for Hawaiian Electric is incorporated herein by reference to pages 35 to 36 of Hawaiian Electric Exhibit 99.1.

185



ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
HEI:
The information required by this Item 14 for HEI is incorporated herein by reference to the relevant information in the Audit Committee Report in HEI's 2018 Proxy Statement (but no other part of the “Audit Committee Report” is incorporated herein by reference).
Hawaiian Electric:
The information required by this Item 14 for Hawaiian Electric is incorporated herein by reference to page 37 of Hawaiian Electric Exhibit 99.1.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial statements
See Item 8 for the Consolidated Financial Statements of HEI and Hawaiian Electric.
(a)(2) and (c) Financial statement schedules
The following financial statement schedules for HEI and Hawaiian Electric are included in this report on the pages indicated below:
 
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, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015
 
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, 2017, 2016 and 2015
 
NA Not applicable.
 
 
 
 
Certain schedules, other than those listed, are omitted because they are not required, or are not applicable, or the required information is shown in the Consolidated Financial Statements.

186



Hawaiian Electric Industries, Inc.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
December 31
2017
 
2016
(dollars in thousands)
 

 
 

Assets
 

 
 

Cash and cash equivalents
$
11,702

 
$
14,924

Accounts receivable
2,347

 
3,788

Property, plant and equipment, net
3,910

 
4,143

Deferred income tax assets
8,710

 
17,280

Other assets
15,480

 
9,858

Investments in subsidiaries, at equity
2,466,342

 
2,383,405

   Total assets
$
2,508,491

 
$
2,433,398

Liabilities and shareholders’ equity
 

 
 

Liabilities
 

 
 

Accounts payable
$
561

 
$
379

Interest payable
2,319

 
1,735

Notes payable to subsidiaries
1,918

 
5,373

Commercial paper
62,993

 

Short-term debt, net
49,953

 

Long-term debt, net
249,588

 
299,759

Retirement benefits liability
31,518

 
33,939

Other
12,255

 
25,460

   Total liabilities
411,105

 
366,645

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: 108,787,807
shares and 108,583,413 shares at December 31, 2017 and 2016, respectively
1,662,491

 
1,660,910

Retained earnings
476,836

 
438,972

Accumulated other comprehensive loss
(41,941
)
 
(33,129
)
   Total shareholders' equity
2,097,386

 
2,066,753

   Total liabilities and shareholders' equity
$
2,508,491

 
$
2,433,398




187



Hawaiian Electric Industries, Inc.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF INCOME
Years ended December 31
2017
 
2016
 
2015
(in thousands)
 

 
 

 
 

Revenues
$
798

 
$
647

 
$
327

Equity in net income of subsidiaries
187,097

 
199,485

 
190,033

Expenses:
 

 
 

 
 

Operating, administrative and general
17,697

 
18,701

 
34,350

Depreciation of property, plant and equipment
548

 
566

 
576

Taxes, other than income taxes
496

 
4,726

 
440

       Total expenses
18,741

 
23,993

 
35,366

Income before merger termination fee, interest expense and income (taxes) benefits
169,154

 
176,139

 
154,994

Merger termination fee

 
90,000

 

Income before interest expense and income (taxes) benefits
169,154

 
266,139

 
154,994

Interest expense
9,389

 
9,037

 
10,788

Income before income (taxes) benefits
159,765

 
257,102

 
144,206

Income (taxes) benefits
5,532

 
(8,846
)
 
15,671

Net income
$
165,297

 
$
248,256

 
$
159,877


HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Incorporated by reference are HEI and Subsidiaries’ Statements of Consolidated Comprehensive Income and Consolidated Statements of Changes in Shareholders’ Equity in Part II, Item 8.

188



Hawaiian Electric Industries, Inc.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31
2017
 
2016
 
2015
(in thousands)
 
 
 
 
 
Net cash provided by operating activities
$
99,600

 
$
191,710

 
$
98,119

Cash flows from investing activities
 

 
 

 
 

Increase in note receivable from subsidiary
(70,000
)
 

 

Decrease in note receivable from subsidiary
66,391

 

 

Capital expenditures
(317
)
 
(212
)
 
(173
)
Investments in subsidiaries
(22,353
)
 
(24,000
)
 

Other
(177
)
 
1

 

Net cash used in investing activities
(26,456
)
 
(24,211
)
 
(173
)
Cash flows from financing activities
 

 
 

 
 

Net increase (decrease) in notes payable to subsidiaries with original maturities of three months or less
98

 
(618
)
 
87

Net increase (decrease) in short-term borrowings with original maturities of three months or less
62,993

 
(103,063
)
 
(15,909
)
Proceeds from issuance of short-term debt
125,000

 

 

Repayment of short-term debt
(75,000
)
 

 

Proceeds from issuance of long-term debt
150,000

 
75,000

 

Repayment of long-term debt
(200,000
)
 
(75,000
)
 

Withheld shares for employee taxes on vested share-based compensation
(3,828
)
 
(2,416
)
 
(3,260
)
Net proceeds from issuance of common stock

 
13,220

 
104,435

Common stock dividends
(134,873
)
 
(117,274
)
 
(131,765
)
Other
(756
)
 
2,460

 
3,306

Net cash used in financing activities
(76,366
)
 
(207,691
)
 
(43,106
)
Net increase (decrease) in cash and equivalents
(3,222
)
 
(40,192
)
 
54,840

Cash and cash equivalents, January 1
14,924

 
55,116

 
276

Cash and cash equivalents, December 31
$
11,702

 
$
14,924

 
$
55,116



189



NOTES TO CONDENSED FINANCIAL INFORMATION

The “Notes to Consolidated Financial Statements” in Part II, Item 8 should be read in conjunction with the above HEI (Parent Company) financial statements. All HEI subsidiaries are reflected in the Condensed Financial Statements under the equity method.
Long-term debt
The components of long-term debt, net, were as follows:
December 31
2017
 
2016
(dollars in thousands)
 

 
 

HEI 2.99% term loan, due 2022
$
150,000

 
$

HEI 5.67% senior note, due 2021
50,000

 
50,000

HEI 3.99% senior note, due 2023
50,000

 
50,000

HEI Term loans (LIBOR + 0.75%), paid in 2017

 
200,000

Less unamortized debt issuance costs
(412
)
 
(241
)
Long-term debt, net
$
249,588

 
$
299,759

The aggregate payments of principal required within five years after December 31, 2017 on long-term debt are nil in 2018, 2019 and 2020 and $50 million in 2021 and $150 million in 2022 .
Indemnities
As of December 31, 2017 , HEI has a General Agreement of Indemnity in favor of both Liberty Mutual Insurance Company (Liberty) and Travelers Casualty and Surety Company of America (Travelers) for losses in connection with any and all bonds, undertakings or instruments of guarantee and any renewals or extensions thereof executed by Liberty or Travelers, including, but not limited to, a $0.2 million self-insured United States Longshore & Harbor bond and a $0.6 million self-insured automobile bond.
Income taxes
The Company’s financial reporting policy for income tax allocations is based upon a separate entity concept whereby each subsidiary provides income tax expense (or benefits) as if each were a separate taxable entity. The difference between the aggregate separate tax return income tax provisions and the consolidated financial reporting income tax provision is charged or credited to HEI’s separate tax provision.
Dividends from HEI subsidiaries
In 2017 , 2016 and 2015 , cash dividends received from subsidiaries were $125 million , $130 million and $121 million , respectively.
Supplemental disclosures of noncash activities
In 2017 , 2016 and 2015 , $2.8 million , $2.3 million and $2.3 million , respectively, of HEI accounts receivable from ASB Hawaii were reduced with a corresponding reduction in HEI notes payable to ASB Hawaii in noncash transactions.
In 2017 , 2016 and 2015 , $2.8 million , $2.3 million and $0.3 million , respectively, were contributed as equity by HEI into ASB Hawaii with a corresponding increase in HEI notes payable to ASB Hawaii in noncash transactions.
In 2017, $3.6 million of HEI notes receivable from Hamakua Energy, LLC were converted to equity in a noncash transaction.
Under the HEI DRIP, common stock dividends reinvested by shareholders in HEI common stock in noncash transactions amounted to nil , $17 million and nil in 2017 , 2016 and 2015 , respectively. From March 6, 2014 through January 5, 2016, and from December 7, 2016 to date, HEI satisfied the share purchase requirements of the DRIP through open market purchases of its common stock rather than new issuances.



190



Hawaiian Electric Industries, Inc. and subsidiaries
and Hawaiian Electric Company, Inc. and subsidiaries
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2017, 2016 and 2015
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
2017
 

 
 

 
 

 
 
 

 
 
 

Allowance for uncollectible accounts – electric utility
$
1,121

 
$
1,810

 
$
785

(a)
 
$
2,538

(b),(c)
 
$
1,178

Allowance for uncollectible interest – bank
$
1,834

 
$

 
$

 
 
$
1,467

 
 
$
367

Allowance for losses for loans receivable – bank
$
55,533

 
$
10,901

(d)
$
4,016

(a)
 
$
16,813

(b)
 
$
53,637

Deferred tax valuation allowance – HEI
$
38

 
$

 
$

 
 
$
38

 
 
$

2016
 

 
 

 
 

 
 
 

 
 
 

Allowance for uncollectible accounts – electric utility
$
1,699

 
$
2,383

 
$
877

(a)
 
$
3,838

(b),(c)
 
$
1,121

Allowance for uncollectible interest – bank
$
1,679

 
$

 
$
155

 
 
$

 
 
$
1,834

Allowance for losses for loans receivable – bank
$
50,038

 
$
16,763

(d)
$
2,977

(a)
 
$
14,245

(b)
 
$
55,533

Deferred tax valuation allowance – HEI
$
54

 
$

 
$

 
 
$
16

 
 
$
38

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

(d)
$
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

(a)
Primarily recoveries.
(b)
Bad debts charged off.
(c)
Reclass of allowance for one customer account into other long term assets in 2017, 2016 and 2015 were $841 , $1,790 and $2,303 , respectively.
(d)
Represents provision for loan loss.






191



(a)(3) and (b) Exhibits
The exhibits listed for HEI and Hawaiian Electric are listed in the index under the headings “HEI” and “Hawaiian Electric,” respectively, except that the exhibits listed under “Hawaiian Electric” are also exhibits for HEI.
EXHIBIT INDEX
The exhibits designated by an asterisk (*) are filed herewith. The exhibits not so designated are incorporated by reference to the indicated filing. A copy of any exhibit may be obtained upon written request for a $0.20 per page charge from the HEI Shareholder Services Division, P.O. Box 730, Honolulu, Hawaii 96808-0730.
Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
HEI:
 
 
 
 
 
 
3(i)
8-K
1-8503
3(i)
5/6/09
 
3(ii)
8-K
1-8503
3(ii)
5/11/11
 
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.
10-K
1-8503
4.1
3/31/93
 
4.2
8-K
1-8503
4(a)
3/28/11
 
4.2(a)
8-K
1-8503
4(a)
3/6/13
 
4.3
10-K
1-8503
4.5
2/19/13
 
4.4
10-Q
1-8503
4
11/8/12
 
4.4(a)
10-K
1-8503
4.6(a)
2/19/13
 
4.4(b)
10-Q
1-8503
4
11/6/14
 
4.4(c)
10-Q
1-8503
4
5/6/15
*
4.4(d)
 
 
 
 
 
4.4(e)
10-Q
1-8503
4
11/2/17
*
4.4(f)
 
 
 
 
*
4.4(g)
 
 
 
 
 
4.5
S-3
333-
220842
4.3
10/5/17
 
4.6
10-K
1-8503
4.8
2/19/13
 
4.6(a)
10-K
1-8503
4.7(a)
2/23/16
 
10.1
10-K
1-8503
10.1
2/28/07
 
10.2
Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988, between HEI, HEIDI and the Federal Savings and Loan Insurance Corporation (by the Federal Home Loan Bank of Seattle).
8-K
1-8503
(28)-2
5/26/88**
 
10.3
OTS letter regarding release from Part II.B. of the Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988.
10-K
1-8503
10.3(a)
3/31/93
 
 
 
 
 
 
 

192



Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
HEI Exhibits 10.4 through 10.21 are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of this report. HEI Exhibits 10.4 through 10.19 are also management contracts or compensatory plans or arrangements with Hawaiian Electric participants.
 
 
 
 
 
10.4
10-K
1-8503
10.4
2/19/13
 
10.5
10-Q
1-8503
10.2
11/5/08
 
10.6
10-K
1-8503
10.6
2/18/11
 
10.7
Proxy (DEF 14A)
1-8503
Appendix D
3/25/14
 
10.7(a)
S-8
333-
166737
4.4
5/11/10
 
10.7(b)
S-8
333-
166737
4.5
5/11/10
 
10.7(c)
S-8
333-
166737
4.6
5/11/10
 
10.7(d)
S-8
333-
166737
4.7
5/11/10
 
10.7(e)
10-K
1-8503
10.7(e)
2/24/17
 
10.8
10-K
1-8503
10.8
2/19/13
 
10.9
10-Q
1-8503
10.3
11/5/08
 
10.9(a)
10-K
1-8503
10.9(a)
2/27/09
 
10.10
10-K
1-8503
10.10
2/27/09
 
10.10(a)
10-K
1-8503
10.10(a)
2/27/09
 
10.10(b)
10-K
1-8503
10.10(c)
2/19/13
 
10.11
10-K
1-8503
10.11
2/27/09
 
10.12
Nonemployee Director Retirement Plan, effective as of October 1, 1989.
10-K
1-8503
10.15
3/27/90**
 
10.13
Proxy (DEF 14A)
1-8503
Appendix A
3/21/11
 
10.14
10-K
1-8503
10.14
2/24/17
 
10.15
10-Q
1-8503
10.5
11/5/08
 
10.16
10-Q
1-8503
10.6
11/5/08
 
10.16(a)
10-Q
1-8503
10.1
11/5/09
 
10.17
10-K
1-8503
10.17
2/27/09
 
10.18
10-K
1-8503
10.18
2/18/11
 
10.19
10-Q
1-8503
10.1
11/8/12
 
10.20
10-Q
1-8503
10.7
11/5/08
 
10.20(a)
10-K
1-8503
10.20(a)
2/23/16
 
10.20(b)
10-K
1-8503
10.20(b)
2/23/16

193



Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
 
10.20(c)
10-K
1-8503
10.20(c)
2/23/16
*
10.20(d)
 
 
 
 
 
10.21
10-Q
1-8503
10.8
11/5/08
 
10.21(a)
10-K
1-8503
10.19(b)
2/27/09
 
10.22
10-Q
1-8503
10.1
8/3/17
*
11
 
 
 
 
*
12.1
 
 
 
 
*
21.1
 
 
 
 
*
23.1
 
 
 
 
*
23.2
 
 
 
 
*
31.1
 
 
 
 
*
31.2
 
 
 
 
*
32.1
 
 
 
 
*
101.INS
XBRL Instance Document.
 
 
 
 
*
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
 
 
*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
 
*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
 
 
 
 
 
 
 
 
Hawaiian Electric:
 
 
 
 
 
3(i).1
Hawaiian Electric’s Certificate of Amendment of Articles of Incorporation.
10-K
1-4955
3.1
3/31/89
 
3(i).2
Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation.
10-K
1-4955
3.1(b)
3/27/90**
 
3(i).3
Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation.
10-K
1-4955
3(i).4
3/23/99
 
3(i).4
10-Q
1-4955
3(i).4
8/7/09
 
3(ii)
8-K
1-4955
3(ii)
8/9/10
 
4.1
10-K
1-4955
4.1
3/19/03
 
4.2
S-3
333-
111073
4(a)
12/10/03
 
4.3
8-K
1-4955
4(c)
3/22/04
 
4.4
8-K
1-4955
4(f)
3/22/04
 
4.5
8-K
1-4955
4(d)
3/22/04

194



Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
 
4.6
8-K
1-4955
4(g)
3/22/04
 
4.7
8-K
1-4955
4(l)
3/22/04
 
4.8
8-K
1-4955
4(h)
3/22/04
 
4.9
8-K
1-4955
4(j)
3/22/04
 
4.10
8-K
1-4955
4(i)
3/22/04
 
4.11
8-K
1-4955
4(k)
3/22/04
 
4.12
8-K
1-4955
4(m)
3/22/04
 
4.13
8-K
1-4955
4(a)
4/23/12
 
4.14
8-K
1-4955
4(b)
4/23/12
 
4.15
8-K
1-4955
4(c)
4/23/12
 
4.16
8-K
1-4955
4
9/14/12
 
4.17
8-K
1-4955
4(a)
10/7/13
 
4.18
8-K
1-4955
4(b)
10/7/13
 
4.19
10-Q
1-4955
4
11/7/13
 
4.20
8-K
1-4955
4(a)
10/16/15
 
4.21
8-K
1-4955
4(b)
10/16/15
 
4.22
8-K
1-4955
4(c)
10/16/15
 
4.23
8-K
1-4955
4
12/19/16
 
10.1(a)
Power Purchase Agreement between Kalaeloa Partners, L.P., and Hawaiian Electric dated October 14, 1988.
10-Q
1-4955
10(a)
11/14/88
 
10.1(b)
Amendment No. 1 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated June 15, 1989.
10-Q
1-4955
10(c)
8/14/89
 
10.1(c)
Lease Agreement between Kalaeloa Partners, L.P., as Lessor, and Hawaiian Electric, as Lessee, dated February 27, 1989.
10-Q
1-4955
10(d)
8/14/89
 
10.1(d)
Restated and Amended Amendment No. 2 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated February 9, 1990.
10-K
1-4955
10.2(c)
3/27/90**
 
10.1(e)
Amendment No. 3 to Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated December 10, 1991.
10-K
1-4955
10.2(e)
3/24/92
 
10.1(f)
10-Q
1-4955
10.1
11/8/00
 
10.1(g)
10-Q
1-4955
10.3
11/5/04
 
10.1(h)
10-Q
1-4955
10.4
11/5/04

195



Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
 
10.1(i)
10-Q
1-4955
10
11/4/16
 
10.2(a)
Power Purchase Agreement between AES Barbers Point, Inc. and Hawaiian Electric, entered into on March 25, 1988.
10-Q
1-4955
10(a)
5/16/88
 
10.2(b)
Agreement between Hawaiian Electric and AES Barbers Point, Inc., pursuant to letters dated May 10, 1988 and April 20, 1988.
10-K
1-4955
10.4
3/31/89
 
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.
10-Q
1-4955
10
11/13/89
 
10.2(d)
Hawaiian Electric’s Conditional Notice of Acceptance to AES Barbers Point, Inc. dated January 15, 1990.
10-K
1-4955
13(c)
3/27/90**
 
10.2(e)
10-K
1-4955
10.2(e)
3/9/04
 
10.3(a)
Purchase Power Contract between Hawaii Electric Light and Thermal Power Company dated March 24, 1986.
10-Q
1-4955
10(a)
8/14/89
 
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.
10-Q
1-4955
10(b)
8/14/89
 
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.
10-K
1-4955
10.5(b)
3/27/98
 
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.
10-K
1-4955
10.5(c)
3/27/98
 
10.3(e)
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.
10-K
1-4955
10.5(b)
3/25/96
 
10.3(f)
10-K
1-4955
10.4(f)
2/17/12
 
10.3(g)
10-K
1-4955
10.4(g)
2/17/12
 
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)).
10-K
1-4955
10.7
3/27/98
 
10.4(b)
Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997.
10-K
1-4955
10.7(a)
3/27/98
 
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.
10-K
1-4955
10.7(b)
3/23/99
*
10.4(d)
 
 
 
 
 
10.5
10-Q
1-4955
10.1
5/4/16
 
10.6
10-Q
1-4955
10.2
5/4/16
 
10.7
10-Q
1-4955
10.3
5/4/16
 
10.8(a)
10-K
1-4955
10.13
3/23/01

196



Exhibit no.
Description
Form
File Number
Exhibit #
Filing date
 
10.8(b)
10-K
1-4955
10.13(b)
2/19/13
 
10.9(a)
10-K
1-4955
10.14
3/23/01
 
10.9(b)
10-K
1-4955
10.14(b)
2/19/13
 
10.10
10-Q
1-4955
10.2
8/3/17
*
10.11(a)
 
 
 
 
 
11
Computation of Earnings Per Share of Common Stock (See note on Hawaiian Electric’s Item 6. Selected Financial Data).
 
 
 
 
*
12.2
 
 
 
 
*
21.2
 
 
 
 
*
31.3
 
 
 
 
*
31.4
 
 
 
 
*
32.2
 
 
 
 
*
99.1
 
 
 
 
** Date of transmittal letter to SEC.


197



SIGNATURES (continued)

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The execution of this report by registrant Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
 
HAWAIIAN ELECTRIC COMPANY, INC.
 
 
(Registrant)
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By
 
/s/ Gregory C. Hazelton
 
By
 
/s/ Tayne S. Y. Sekimura
 
 
Gregory C. Hazelton
 
 
 
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:
 
March 1, 2018
 
Date:
 
March 1, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities indicated on March 1, 2018 . The execution of this report by each of the undersigned who signs this report solely in such person’s capacity as a director or officer of Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
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/ Gregory C. Hazelton
 
Executive Vice President and Chief Financial Officer of HEI
Gregory C. Hazelton
 
(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)
 
 
 
 
 
 
 
 
 
 
 
 

198



SIGNATURES (continued)

Signature
 
Title
 
 
 
/s/ Kevin M. Burke
 
Director of Hawaiian Electric
Kevin M. Burke
 
 
 
 
 
 
 
 
/s/ Richard J. Dahl
 
Director of HEI and Hawaiian Electric
Richard J. Dahl
 
 
 
 
 
 
 
 
/s/ Thomas B. Fargo
 
Director of HEI
Thomas B. Fargo
 
 
 
 
 
 
 
 
/s/ Peggy Y. Fowler
 
Director of HEI
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/ 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 and director of Hawaiian Electric
Jeffrey N. Watanabe
 
 

199


HEI Exhibit 4.4(d)

Hawaiian Electric Industries, Inc. P. O. Box 730 Honolulu, Hawaii 96808-0730

[HEI logo]

June 12, 2015
Fidelity Investments
Attention: WI Implementation
100 Magellan KE22
Covington, KY 41015

Re: Changes to the Investment Options with respect to the Plan(s) specified below (the "Plan(s)"):
Legal Plan Name
FPRS Plan Number
Plan Type   (reference only)
Hawaiian Electric Industries Retirement Savings Plan
56566
Qualified Plan
American Savings Bank 401(k) Plan
75615
Qualified Plan
Dear WI Implementation:
This letter relates to plan investment options available under the Master Trust Agreement for the Plans entered into between Hawaiian Electric Industries, Inc. and American Savings Bank, F.S.B. (collectively and individually, “Sponsor”) and Fidelity Management Trust Company (“Fidelity”) dated as of September 4, 2012, and amended by a First Amendment effective March 1, 2015, and further amended by letters of direction executed by the Sponsor and the Trustee which specifically state that both parties intend and agree that each such letter of direction shall constitute an amendment (the “Agreement”).   The parties intend and agree that this letter shall constitute a further amendment to the Agreement to the extent the directions contained herein modify the investment options available under the Plans. Capitalized terms used in this letter amendment and not otherwise defined herein have the same meaning as in the Agreement.
Sponsor hereby directs Fidelity to implement the Plan investment option changes described in the attached Direction to Change Investment Options and subject to the terms thereof.
On the effective date of this letter amendment, in lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund selected by the Named Fiduciary as a new Plan investment option, the Named Fiduciary hereby consents to receive such documents electronically.  The Named Fiduciary shall access each prospectus on the internet after receiving notice from Fidelity that a current version is available online at a website maintained by Fidelity or its affiliate.  Fidelity represents that on the effective date of this letter amendment, a current version of each such prospectus is available at http://www.fidelity.com/workplacedocuments or such successor website as Fidelity may notify the Named Fiduciary of in writing from time to time.  The Named Fiduciary represents that it has accessed/will access each such prospectus at http://www.fidelity.com/workplacedocuments or such successor website as Fidelity may notify the Named Fiduciary of in writing from time to time.





Timeframes:
Fidelity will implement the fund change(s) directed by Sponsor on the dates specified in the attached Direction to Change Investment Options and deliver communications in a timely manner as described herein, provided Fidelity is in receipt of this signed letter by June 15, 2015. The fund change(s) described herein will not be implemented and communications not delivered unless this signed letter is received by Fidelity by June 15, 2015.
This letter (including any attachments hereto, each of which is incorporated herein by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof. There are no representations, understandings or agreements relating to the directions given in this letter that are not fully expressed herein. Sponsor recognizes the importance of changes to a Plan's investment choices and the significant risks (financial and otherwise) associated with any incorrect actions in this regard and therefore confirms that it has read this letter fully and understands and confirms the accuracy of the directions being provided herein.





















By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the Agreement, each party may rely without duty of inquiry on the foregoing representation.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND
AMERICAN SAVINGS BANK, F.S.B.

BY: HAWAIIAN ELECTRIC INDUSTRIES, INC.
PENSION INVESTMENT COMMITTEE

By: /s/ James A. Ajello       
 
 By: /s/ Chester A. Richardson     
      (Signature of Authorized Individual)
 
(Signature of Authorized Individual)
Name:     James A. Ajello
 
Name:    Chester A. Richardson
           (Printed Name)
 
 (Printed Name)
Title:       Chairman
 
 Title:      Secretary
Date: 6/12/15
 
Date: 6/12/15     
        
                                             
            
                                                                            
                
                

A copy of this letter will be returned to Sponsor after it has been countersigned by Fidelity.
Agreed to and accepted by:
Fidelity Management Trust Company
By: /s/ Danny T. Dolan     
      (Signature of Fidelity Authorized Individual)
Name: Danny T. Dolan         
           (Printed Name)
Title: V. P.     
Date: 6/23/2015
        






Direction to Change Investment Options
Fund Additions
The Plan(s) specified below will be adding the fund(s) listed below after 4:00 PM ET on the day before the live date indicated below:
Plan #
Live Date
Ticker
Legal Fund Name
FPRS Code
VRS Code
Redemption/Short-Term Trading Fees
56566
08/03/2015
FVLKX
Fidelity® Value Fund - Class K
2102
02102
N/A
75615
08/03/2015
FVLKX
Fidelity® Value Fund - Class K
2102
02102
N/A


Restrictions:
Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the new investment options will be opened for all money-in and money-out transactions, and will not be restricted from any transaction.
Performance:
Fund Performance will be made available on NetBenefits and in participant statements.
Fidelity displays certain investment performance-related and holdings-based data for investment products on NetBenefits that may be based on data received from various third-party sources including but not limited to Morningstar, LLC, investment managers, trustees or plan sponsors.  Depending on such source and type of underlying data and the particular investment product, information may not be available or updated on NetBenefits for several days after receipt; for custom investment options where past performance is not available, at least thirty days may be required for performance history to be generated and calculated.
The Standard Performance will be made available:
Standard Performance Options
NetBenefits
1, 3, 5, 10 Year Average Annual
Life of Fund Average Annual
3 Month Cumulative
Year to Date Cumulative

Distribution and Fee Redemption Methodology:
The new funds will be added to the redemption methods for all withdrawals, loans and/or fee processing, as currently provided in the Agreement and Plan Administration Manual:
For redemption methods and/or fee processing using a hierarchal method, the new funds will be added in the last position; and/or,






For redemption methods and/or fee processing using a pro-rata method, the new funds will be added to the list.
Fund Closures
As indicated in the chart below, the Plan(s) specified will be (i) freezing the fund(s) indicated below and redirecting contributions effective as of the market close (generally 4:00 PM ET) on the live date listed below, and/or (ii) reallocating the balances in frozen funds in the Plan(s) (whether frozen pursuant to this or a previous direction) effective as of the market close (generally 4:00 PM ET) on the date(s) specified below.
Plan #
Request Type- Redirection/ Reallocation/ Both
Re-Direct Trade Date
Re-Allocate Trade Date
Fidelity (FROM) FPRS Code & Ticker
From Legal Name
è
To Legal Name
Fidelity (TO) FPRS Code & Ticker
Redemption/ Short-Term Trading Fees on From Fund
56566
Both
08/03/2015
08/03/2015
OLSU PIMVX
Virtus Contrarian Value Fund Class I
è
Fidelity® Value Fund - Class K
2102 FVLKX
N/A
75615
Both
08/03/2015
08/03/2015
OLSU PIMVX
Virtus Contrarian Value Fund Class I
è
Fidelity® Value Fund - Class K
2102 FVLKX
N/A
Transactional Details:
Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the “From Fund” investment options will be closed for all money-in and money-out transactions, and will be restricted from all transactions.
Prospectus, if available, will be automatically generated according to the participants’ mail preference as a result of this reallocation.
All assets will be liquidated and processed as a cash transaction.
Auto Rebalance Notification
Participants enrolled in the Auto Rebalance service offered by the Plan will need to re-enroll if any of the closing funds are included in their rebalance order. A notification of this service will be included in the participant communication.
Communications Strategy
Fidelity will draft the fund change notification for all Plan participants and beneficiaries with a balance and all eligible employees. Sponsor will review and approve the fund change notification in time to meet the confirmed delivery date.  Sponsor has confirmed for Fidelity that no status code should be omitted from the fund change notifications.  





Fidelity will distribute the fund change notification electronically, via email and NetBenefits, with print distribution to all beneficiaries and participants who do not have a valid email address on file. Communications will be sent out at least 30 days prior to the earliest effective date unless otherwise directed by Sponsor.
Sponsor has worked with Fidelity to confirm that the Plan investment option changes described herein shall not result in a “blackout period” as defined in Section 101(i) (7) of ERISA.



HEI Exhibit 4.4(f)

SECOND AMENDMENT TO MASTER TRUST AGREEMENT BETWEEN
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND
AMERICAN SAVINGS BANK, F.S.B. AND
FIDELITY MANAGEMENT TRUST COMPANY


THIS SECOND AMENDMENT TO THE MASTER TRUST AGREEMENT is made and entered into effective January 1, 2018, unless otherwise stated herein, by and between Hawaiian Electric Industries, Inc. and American Savings Bank, F.S.B. (collectively and individually, the “Sponsor”) and Fidelity Management Trust Company (the “Trustee”);

WITNESSETH:

WHEREAS , the Trustee and the Sponsor heretofore entered into a master trust agreement for the Hawaiian Electric Industries Retirement Savings Plan and the American Savings Bank 401(k) Plan (collectively and individually, the “Plan”), dated as of September 4, 2012, and amended by a First Amendment, effective March 1, 2015, and further amended by letters of direction that were executed by the Sponsor and the Trustee and that specifically state that both parties intend and agree that each such letter of direction shall constitute an amendment (the “Master Trust Agreement”); and

WHEREAS , on November 20, 2017, the Sponsor directed the Trustee to change the fund in the Foreign Large Cap Growth Asset Class to a share class with a lower expense ratio, and the parties wish to amend the Agreement consistent with that direction; and to make changes to the fee schedule; and
    
WHEREAS , the Trustee and the Sponsor now desire to amend said Master Trust Agreement as provided for in Section 13 thereof;

NOW THEREFORE , in consideration of the above premises, the Trustee and the Sponsor hereby amend the Master Trust Agreement by:

(1)
Effective January 1, 2018 , amending Schedule B, Fee Schedule , to restate the “Annual Administration Fee for Core Services” section, in its entirety, as follows:

Core Fees
Fixed Basis Points Fee
Annual Administration Fee for Core Services
This fee is billed quarterly.
5.5 basis points on total Plan assets, subject to the offsets described below

(2)
Effective January 1, 2018 , amending Schedule B, Fee Schedule , to restate the first paragraph in the “Offsets” section, in its entirety, as follows:

OFFSETS

The Annual Administration Fee for Core Services, which is 5.5 basis points of total Plan assets as of the December 31 of the prior year, billed and payable quarterly, shall be subject to the following offsets:

(3)
Effective January 1, 2018 , amending Schedule B, Fee Schedule , to restate the first paragraph in the “Revenue Credit” section, in its entirety, as follows:







REVENUE CREDIT

The Trustee shall make a payment in the amount of the Revenue Credit calculated annually by Plan to a suspense account in each Plan (the “Revenue Credit Account”) subject to the following terms:

(4)
Effective at the close of business (4:00p.m. ET) on January 1, 2018 , amending the “investment options” section of Schedule C, Investment Options , to add the following:

Fidelity ® Diversified International K6 Fund (2947)

On the effective date of this Amendment, in lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund and Non-Fidelity Mutual Fund selected by the Named Fiduciary as a Plan investment option or short-term investment fund, the Named Fiduciary hereby consents to receiving such documents electronically. The Named Fiduciary shall access each such prospectus as described below after receiving notice from the Trustee that a current version is available online at a website maintained by the Trustee or its affiliate. The Trustee represents that on the effective date of this Amendment, prospectuses will be available through the Mutual Fund Investment Detail page for the Plan on Fidelity NetBenefits, and Fidelity Fund prospectuses will be available at http://www.fidelity.com/workplacedocuments . The Trustee may from time to time notify the Named Fiduciary that prospectuses are available at alternative website locations. The Named Fiduciary represents that by the effective date, it has accessed/will access each such prospectus in the manner described above. In the event a prospectus for a Plan investment option cannot be accessed, the Named Fiduciary will contact the Trustee to receive the prospectus.

The Sponsor acknowledges and agrees that neither the Trustee nor an affiliate are responsible for the content of any shareholder materials and other communications prepared by Non-Fidelity Mutual Funds, including but not limited to Non-Fidelity Mutual Fund Prospectuses, Summary Prospectuses or supplements thereto, annual reports, proxy statements or items of advertising or marketing material that are prepared by the Non-Fidelity Mutual Fund, its advisor or an affiliate.

(5)
Effective at the close of business (4:00p.m. ET) on January 2, 2018 , amending the “investment options” section of Schedule C, Investment Options , to delete the following:

Fidelity ® Diversified International Fund - Class K (2082)

(6)
Effective January 2, 2018 , restating Schedule C, Investment Options , in its entirety, as attached hereto.


2





IN WITNESS WHEREOF , the Trustee and the Sponsor have caused this Second Amendment to be executed by their duly authorized officers effective as of the day and year first above written. By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the Master Trust Agreement, each party may rely without duty of inquiry on the foregoing representation.

HAWAIIAN ELECTRIC INDUSTRIES, INC.
FIDELITY MANAGEMENT TRUST
AND AMERICAN SAVINGS BANK, F.S.B
COMPANY
 
BY: HAWAIIAN ELECTRIC INDUSTRIES,
 
 
INC. PENSION INVESTMENT COMMITTEE
 
 
 
 
 
 
By: /s/ Greg C. Hazelton      
11/20/2017
 By: /s/ Greg Gardiner
11/21/2017
      Authorized Signatory
Date
FMTC Authorized Signatory
Date
Name: Greg C. Hazelton
 
 
 
Title: EVP and Chief Financial Officer
 
 
 
 
 
 
 
 By: /s/ Kurt Murao _    
11/20/2017
 
 
      Authorized Signatory
Date
 
 
Name: Kurt Murao
 
 
 
 Title: Secretary
 
 
 
        


3



SCHEDULE C - Investment Options


In accordance with Section 5(b), the Named Fiduciary hereby directs the Trustee that Participants’ individual accounts may be invested in the following investment options:

Fidelity ® 500 Index Fund - Institutional Class (2327)
Fidelity ® Diversified International K6 Fund (2947)
Fidelity ® Extended Market Index Fund - Premium Class (1521)
Fidelity Freedom ® Index 2005 Fund - Institutional Premium Class (2765)
Fidelity Freedom ® Index 2010 Fund - Institutional Premium Class (2766)
Fidelity Freedom ® Index 2015 Fund - Institutional Premium Class (2767)
Fidelity Freedom ® Index 2020 Fund - Institutional Premium Class (2768)
Fidelity Freedom ® Index 2025 Fund - Institutional Premium Class (2769)
Fidelity Freedom ® Index 2030 Fund - Institutional Premium Class (2770)
Fidelity Freedom ® Index 2035 Fund - Institutional Premium Class (2771)
Fidelity Freedom ® Index 2040 Fund - Institutional Premium Class (2772)
Fidelity Freedom ® Index 2045 Fund - Institutional Premium Class (2773)
Fidelity Freedom ® Index 2050 Fund - Institutional Premium Class (2774)
Fidelity Freedom ® Index 2055 Fund - Institutional Premium Class (2775)
Fidelity Freedom ® Index 2060 Fund - Institutional Premium Class (2776)
Fidelity Freedom ® Index Income Fund - Institutional Premium Class (2764)
Fidelity ® Government Money Market Fund - Premium Class (2741)
Fidelity ® Puritan ® Fund - Class K (2100)
Fidelity ® U.S. Bond Index Fund - Institutional Class (2325)
Fidelity ® Value Fund - Class K (2102)
HEI Common Stock Fund (TCHE) (Hawaiian Electric Industries Retirement Savings Plan only)
HEI Common Stock Fund (TVFM) (American Savings Bank 401(k) Plan only)
Invesco Comstock Fund Class R6 (OKM4)
Morgan Stanley Institutional Fund, Inc. International Equity Portfolio Class I (OFAI)
Nuveen Mid Cap Growth Opportunities Fund Class I (OKJY)
PIMCO Total Return Fund Institutional Class (OF1P)
T. Rowe Price Growth Stock Fund (OF4J)
T. Rowe Price Small-Cap Stock Fund (OFTH)
Vanguard Total International Stock Index Fund Admiral Shares (OS4X)

DEFAULT INVESTMENT OPTION:
The Named Fiduciary hereby directs that for Plan assets allocated to a Participant’s account, the investment option referred to in Section 5(c) shall be the age-appropriate Fidelity Freedom ® Index Fund - Institutional Premium Class determined according to a methodology selected by the Named Fiduciary and communicated to the Trustee in writing.

The Named Fiduciary further understands and agrees that the Trustee will continue to default a Participant’s future contributions into the applicable Fidelity Freedom ® Index Fund - Institutional Premium Class until such time that the Trustee receives proper direction from the Participant.  Furthermore, if the Trustee does not receive a Participant’s date of birth, the Client directs the Trustee to default the Participant into the Fidelity Freedom ® Index Income Fund - Institutional Premium Class (2764) .



4



In the case of unallocated Plan assets, the termination or reallocation of an investment option, or Plan assets described in Section 5(e)(vi)(B)(5), the Plan’s default investment shall be the Fidelity® Government Money Market Fund - Premium Class (2741) or such other investment option as the Named Fiduciary may designate by letter of direction to the Trustee.

The Named Fiduciary hereby directs that for assets allocated to the Revenue Credit Account, the investment options referred to in Schedule B shall be the Fidelity ® Government Money Market Fund - Premium Class (2741) .

The Sponsor hereby directs the Trustee to add any additional Fidelity Freedom ® Index Funds - Institutional Premium Class as permissible investment options as they are launched, such funds being available to Participants as of the open of trading on the NYSE on their respective inception dates or as soon thereafter as administratively practicable, unless otherwise directed by the Sponsor.

The Sponsor hereby directs the Trustee to update the methodology (i.e., date ranges) as additional Fidelity Freedom ® Index Funds - Institutional Premium Class are launched and added in accordance with the above. Such updates will be made to the service as soon as administratively practicable following the launch of future Fidelity Freedom ® Index Funds - Institutional Premium Class , unless otherwise directed by the Sponsor.







5


HEI Exhibit 4.4 (g)
November 20, 2017
Fidelity Investments
Attention: Angela Cleveland
100 Magellan KE22
Covington, KY 41015
Re: Changes to the Investment Options with respect to the Plans specified below (collectively and individually, the “Plan”):
Legal Plan Name
FPRS Plan Number
Plan Type (reference only)
Hawaiian Electric Industries Retirement Savings Plan
56566
Qualified Plan
American Savings Bank 401(k) Plan
75615
Qualified Plan
Dear WI Implementations:
This letter relates to Plan investment options available under the Master Trust Agreement for the Plans entered into between Hawaiian Electric Industries, Inc. and American Savings Bank, F.S.B. (collectively and individually, the “Sponsor”) and Fidelity Management Trust Company (“Fidelity”) dated as of September 4, 2012, and amended by a First Amendment effective March 1, 2015, and further amended by letters of direction executed by the Sponsor and Fidelity which specifically state that both parties intend and agree that each such letter of direction shall constitute an amendment (the “Agreement”). A Second Amendment to the Master Trust Agreement between the Sponsor and Fidelity will be provided in conjunction with this letter and should be executed prior to the investment option change taking place.
The Sponsor hereby directs Fidelity to implement the Plan investment option changes described in the attached Direction to Change Investment Options and subject to the terms thereof.
The parties acknowledge that the Sponsor is capable of evaluating investment risks independently. The Sponsor affirms that at all times all decisions concerning the Plan's investment line-up or its investment strategies, including, but not limited to, evaluations of information provided by Fidelity or its affiliates, shall be made by exercising independent judgment.
In lieu of receiving a printed copy of the prospectus for each Fidelity and Non-Fidelity Mutual Fund selected by the Named Fiduciary, as defined in the Master Trust Agreement (for qualified ERISA plans) or the Sponsor (for non-ERISA and non-qualified plans) as a Plan investment option or short-term investment fund, the Named Fiduciary or Sponsor as applicable, hereby consents to receiving such documents electronically. The Named Fiduciary or Sponsor as applicable, shall access each prospectus as described below after receiving notice from Fidelity that a current version is available online at a website maintained by Fidelity or its affiliate. Fidelity represents that on the effective date of this letter of direction, prospectuses are available in the Mutual Fund detail in the Plan's Investment Performance and Research section on Fidelity NetBenefits, and Fidelity Fund prospectuses are available at http://www.fidelity.com/workplacedocuments . Fidelity may from time to time notify the Named Fiduciary or Sponsor as applicable that prospectuses are available at alternative website locations. The Named Fiduciary or Sponsor represents that by the effective date, it has accessed each such prospectus in the manner described above. In the event a prospectus for a Plan investment option cannot be accessed, the Named Fiduciary or Sponsor as applicable will contact Fidelity to receive the prospectus.

Timeframes:
Fidelity will implement the fund change(s) directed by the Sponsor on the dates specified in the attached Direction to Change Investment Options and deliver communications in a timely manner as described herein, provided Fidelity is in

1



receipt of this signed letter by November 20, 2017. The fund change(s) described herein will not be implemented and communications not delivered unless this signed letter is received by Fidelity by November 20, 2017.
There are no representations, understandings or agreements relating to the directions given in this letter that are not fully expressed herein. The Sponsor recognizes the importance of changes to a Plan's investment choices and the significant risks (financial and otherwise) associated with any incorrect actions in this regard and therefore confirms that it has read this letter fully and understands and confirms the accuracy of the directions being provided herein.
By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the Master Trust Agreement, each party may rely without duty of inquiry on the foregoing representation.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND AMERICAN SAVINGS BANK, F.S.B
BY: HAWAIIAN ELECTRIC INDUSTRIES, INC. PENSION INVESTMENT COMMITTEE
 
 
 By: /s/ Kurt Murao
By: /s/ Greg C. Hazelton      
(Signature of Authorized Individual)
(Signature of Authorized Individual)
Name: Kurt Murao
Name: Greg C. Hazelton
(Printed Name)
(Printed Name)
 Title: VP - Legal & Administration and
Title: EVP and Chief Financial Officer
Corporate Secretary
 
Date: 11/20/2017
Date: 11/20/2017
A copy of this letter will be returned to Sponsor after it has been countersigned by Fidelity.
Agreed to and accepted by:
Fidelity Management Trust Company
 
 By:   /s/ Jake Beil
 
(Signature of Fidelity Authorized Individual)
 
Name: Jake Beil
 
(Printed Name)
 
Title: Director, Implementation
 
Date: 12/4/2017
 



2



Direction to Change Investment Options
Fund Additions
The Plan(s) specified below will be adding the fund(s) listed below after 4:00 PM ET on the day before the live date indicated below:
Plan
#
Live Date
Ticker
Legal Fund Name
FPRS
Code
VRS
Code
Redemption/Short-Term
Trading Fees
56566
1/2/2018
FKIDX
Fidelity® Diversified International K6 Fund
2947
02947
N/A
75615
1/2/2018
FKIDX
Fidelity® Diversified International K6 Fund
2947
02947
N/A

Restrictions:
Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the new investment options will be opened for all money-in and money-out transactions, and will not be restricted from any transaction.
Performance:
Fund Performance will be made available on NetBenefits and in participant statements. Fund Performance is also available through a Customer Service Representative.
Fidelity displays certain investment performance-related and holdings-based data for investment products on NetBenefits that may be based on data received from various third-party sources including but not limited to Morningstar, LLC, investment managers, trustees or plan sponsors. Depending on such source and type of underlying data and the particular investment product, information may not be available or updated on NetBenefits for several days after receipt; for custom investment options where past performance is not available, at least thirty days may be required for performance history to be generated and calculated.
The following Standard Performance will be made available, where applicable:
1, 3, 5, 10 Year Average Annual
Life of Fund Average Annual
3 Month Cumulative
Year-To-Date Cumulative
52 Week High
52 Week Low

Distribution and Fee Redemption Methodology:
The new fund(s) will be added to the redemption methods for all withdrawals, loans and/or fee processing, as currently provided in the Master Trust Agreement and Plan Administration Manual:
For redemption methods and/or fee processing using hierarchal method, the new fund(s) will be added in the last position; and/or,
For redemption methods and/or fee processing using a pro-rata method, the new fund(s) will be added to the list.
Fund Closures
As indicated in the chart below, the Plan(s) specified will be (i) freezing the fund(s) indicated below and redirecting contributions effective as of the market close (generally 4:00 PM ET) on the live date listed below, and/or (ii) reallocating the balances in frozen fund(s) in the Plan(s) (whether frozen pursuant to this or a previous direction) effective as of the market close (generally 4:00 PM ET) on the date(s) specified below.

3



Plan
#
Request
Type-
Redirection/
Reallocation/
Both
Re-Direct
Trade
Date
Re-
Allocate
Trade
Date
Fidelity
(FROM)
FPRS
Code &
Ticker
From
Legal
Name
ð
To
Legal
Name
Fidelity
(TO)
FPRS
Code &
Ticker
Redemption/
Short-Term
Trading Fees
on From
Fund
56566
Both
1/2/2018
1/2/2018
2082 FDIKX
Fidelity® Diversified International Fund - Class K
ð
Fidelity® Diversified International K6 Fund
2947 FKIDX
N/A
75615
Both
1/2/2018
1/2/2018
2082 FDIKX
Fidelity® Diversified International Fund - Class K
ð
Fidelity® Diversified International K6 Fund
2947 FKIDX
N/A

Transactional Details:
Except to the extent specifically indicated otherwise herein with respect to a fund or funds, all of the “From Fund” investment options will be closed for all money-in and money-out transactions, and will be restricted from all transactions.
All assets will be liquidated and processed as a cash transaction.
Auto Rebalance Notification (56566, 75615)
If participants have an investment option(s) included in an Automatic Rebalance mix that is subsequently replaced by another investment option(s), their Automatic Rebalance mix will automatically be updated to replace the old investment option(s) with the new investment option(s).
If participants have an investment option included in Automatic Rebalance mix which no longer accepts new contributions (commonly known as a “Frozen Fund”), they will be unenrolled from the service at the time of the fund change. Participants can always re-enroll in the service in the future
Communications Strategy
Fidelity will draft the fund change notification for all Plan participants and beneficiaries with a balance and all eligible employees. The Sponsor will review and approve the fund change notification in time to meet the confirmed delivery date. The Sponsor has confirmed for Fidelity that no status code should be omitted from the fund change notification.
Fidelity will distribute the fund change notification electronically, via email and NetBenefits, with print distribution to all beneficiaries and participants who do not have a valid email address on file. Communications will be sent out at least 30 days prior to the earliest effective date unless otherwise directed by the Sponsor.
The Sponsor has worked with Fidelity to confirm that the Plan investment option changes described herein shall not result in a “blackout period” as defined in Section 101(i) (7) of ERISA.


4

Hawaiian Electric Exhibit 10.11(a)



IMG01_COVER.JPG


Amended and Restated Power Purchase Agreement
For
Renewable Dispatchable Firm Energy
and Capacity

HU HONUA BIOENERGY


DATED: MAY 9, 2017

    




AMENDED AND RESTATED POWER PURCHASE AGREEMENT

For Renewable Dispatchable Firm Energy and Capacity

Between

Hu Honua Bioenergy, LLC

and

Hawaii Electric Light Company, Inc.















TABLE OF CONTENTS
OF ATTACHMENTS

Attachment A.
 
Diagram of Interconnection
Attachment B.
 
Milestone Events
Attachment C.
 
Selected Portions of NERC GADS
Attachment D.
 
Facility Functional Description
Attachment E.
 
Interconnection Agreement
Attachment F.
 
Facility Location and Layout
Attachment G.
 
(Reserved)
Attachment H.
 
Qualified Independent Engineering Companies
Attachment I.
 
Adjustment of Charges
Attachment J.
 
Required Insurance
Attachment K.
 
Acceptance and Capacity Testing Procedures
Attachment L.
 
Unit Incident Report
Attachment M.
 
Design Information
Attachment N.
 
[RESERVED]
Attachment O.
 
Seller’s Permits
Attachment P.
 
Form of Irrevocable Letter of Credit
Attachment Q.
 
Form of Nondisturbance and Recognition Agreement
Attachment R.
 
Seller’s Litigation Schedule
Attachment S.
 
(Reserved)
Attachment T.
 
Form of Monthly Progress Report
Attachment U.
 
Renewable Portfolio Standards





AMENDED AND RESTATED POWER PURCHASE AGREEMENT
For Renewable Dispatchable Firm Energy and Capacity
between
Hu Honua Bioenergy, LLC
and
Hawaii Electric Light Company, Inc.



THIS AMENDED AND RESTATED POWER PURCHASE AGREEMENT FOR RENEWABLE DISPATCHABLE FIRM ENERGY AND CAPACITY (“ Agreement ”) is made this Ninth day of May, 2017 (“ Execution Date ”), by and between HAWAII ELECTRIC LIGHT COMPANY, INC. (“ Company ”), a Hawaii corporation, with principal offices in Hilo, Hawaii, and HU HONUA BIOENERGY, LLC (“ Seller ”), a Delaware limited liability company, with principal offices in and doing business in Pepeekeo, Hawaii.


W I T N E S S E T H :

WHEREAS, Company is an operating electric public utility on the Island of Hawaii, subject to the Hawaii Public Utilities Law (Hawaii Revised Statutes, Chapter 269) and the rules and regulations of the Hawaii Public Utilities Commission (hereinafter called the “ PUC ”); and

WHEREAS, Company operates the Company System as an independent power grid and must maximize system reliability for its customers by ensuring that sufficient generation is available and that its system (including transmission and distribution) operates reliably; and

WHEREAS, Seller desires to build, own, and operate a renewable dispatchable firm capacity facility that is classified as an eligible resource under the RPS Law; and

WHEREAS, Seller understands the need to use commercially reasonable efforts to maximize the overall reliability of Company System; and

WHEREAS, the Facility (as defined herein) will be located at Pepeekeo, County of Hawaii, State of Hawaii and is more fully described in Attachment D (Facility Functional Description) and Attachment F (Facility Location and Layout) attached hereto and made a part hereof; and

WHEREAS, Seller desires to sell to Company electric dispatchable capacity and energy generated by the Facility, and Company agrees to purchase such capacity and energy from Seller, upon the terms and conditions set forth herein; and


1
    

 


WHEREAS, Company and Seller entered into that certain Power Purchase Agreement for Renewable As-Available Energy dated May 3, 2012, as amended by that certain Amendment No. 1 dated April 17, 2013 (collectively, the “PPA”); and

WHEREAS, Seller has made a bona fide request for preferential rates for the purchase of renewable energy produced in conjunction with agricultural activities, and Company has determined that this request should be forwarded to the PUC pursuant to Hawaii Revised Statutes § 269-27.3, together with an application for approval of the amendment and restatement of the PPA to reflect price reductions set forth in the preferential rates request, extend the term of the PPA to thirty (30) years, extend certain milestones to allow the completion of the project, and make certain other amendments; and

WHEREAS, Company and Seller have agreed, conditional on PUC approval of such request and/or application as well as other conditions precedent as set forth herein, to amend and restate the PPA consistent with such approval; and

WHEREAS, Company and Seller have further agreed that such amendment and restatement of the PPA shall be of no force and effect until and unless such conditions precedent are met.

NOW, THEREFORE, in consideration of the premises and the respective promises herein, Company and Seller hereby agree as follows:


2


ARTICLE 1 - DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings as indicated below:

Acceptance Test ” – A test, including demonstration of operational functionality of the Facility as required by this Agreement following completion of the refurbishment of the Facility, conducted by Seller and Company, as applicable, in accordance with Attachment K (Acceptance and Capacity Testing Procedures).

Agreement ” - Shall have the meaning set forth in the first paragraph of the first page of this agreement.

American National Standards Institute Code for Electricity Metering ” - The publication of the American National Standards Institute which establishes acceptable performance criteria for new types of watthour meters, demand meters, demand registers, instrument transformers and auxiliary devices.

Appeal Period ” – Shall have the meaning set forth in Section 25.12(B) (Non-appealable PUC Approval of Amendment Order).

Arbitration Rules ”- Shall have the meaning set forth in Section 17.2(B) (Arbitration).

Automatic Generation Control ” or “ AGC ” – A function of the Company Energy Management System which issues controls to individual generators’ governors to change real power production for system balancing, supplemental frequency control and economic dispatch.

Available Capacity ” – The maximum amount of net energy export the Facility is capable of providing to Company at any given time.

Available Capacity Factor ” – Shall have the meaning set forth in Section 5.1(G)(2)(b) (Available Capacity Factor Formula).

Base Rate ” – The primary index rate established from time to time by the Bank of Hawaii in the ordinary course of its business and published by intrabank circular letters or memoranda for the guidance of its loan officers in pricing all of its loans which float with the Base Rate. A change in the Base Rate shall take effect on the date upon which a change in the Base Rate is made effective by the Bank of Hawaii. In the event the Bank of Hawaii no longer establishes a Base Rate, the term “Base Rate” shall mean the primary index rate established by a leading Hawaii financial institution that is the most similar to the former Bank of Hawaii Base Rate.

Billing Period ” – For any computation of Capacity Charge or Energy Charge payments, the immediately preceding Calendar Month.

ARTICLE 1
3

 




Business Day ” - Any Day other than a Saturday, Sunday or legally recognized State of Hawaii or federal holiday.
Calendar Month ” – The period commencing at 12:00 a.m. on the first Day of any month and terminating at 11:59 p.m. on the last Day of the same month.
Calendar Year ” – The period commencing at 12:00 a.m. January 1 of any year and terminating at 11:59 p.m. on December 31 of the same year.
Capacity Charge ” – The monetary rate in $/mwh to be paid by Company to Seller pursuant to Section 5.1(G) (Capacity Charge) of this Agreement.
Capacity Charge Rate ” – Shall have the meaning set forth in Section 5.1(G)(2)(c) (Capacity Charge Rate).
Capacity Rate Inclusion Date ” – The earlier of: (i) the effective date of an interim or final rate increase authorized by an interim or final order (whichever is first) of the PUC in a Company general rate case that includes in Company’s electric rates the additional purchased power costs (including the costs incurred as a result of the Capacity Charge and the Variable O&M Cost component of the Energy Charge) incurred by Company pursuant to this Agreement that are not recovered through the Energy Cost Adjustment Clause; (ii) the date upon which Company is allowed to begin recovering such additional purchased power costs through the Purchased Power Adjustment Clause; (iii) the date upon which Company is allowed to begin recovering such additional purchased power costs through the Energy Cost Adjustment Clause; or (iv) the effective date of an interim increase in rates authorized by the PUC pursuant to HRS §269-27.2(d) by which Company begins recovering such additional purchased power costs.
Capacity Test ” – The test performed by Seller in accordance with Section 5.2(A) (Capacity Tests) and Attachment K (Acceptance and Capacity Testing Procedures) and any subsequent test under Section 5.2(B)(5) (Permanent Reduction in Firm Capacity) to determine Firm Capacity.
Catastrophic Equipment Failure ” – A failure of a major piece of equipment which (1) substantially reduces or eliminates the capability of the Facility to produce power, (2) is beyond the reasonable control of Seller and could not have been prevented by the exercise of reasonable due diligence by Seller, and (3) despite the exercise of all reasonable efforts, actually requires more than sixty (60) Days to repair (if the determination of whether a Catastrophic Equipment Failure has occurrred is being made more than sixty (60) Days after the failure) or is reasonably expected to require more than sixty (60) Days to repair (if such determination is being made within sixty (60) Days after the failure).

Chapter 658A ” – Shall have the meaning set forth in Section 17.2(B) (Arbitration).

Claim ”- Any claim, suit, action, demand or proceeding.

COD Delay LD Period ”- Shall have the meaning set forth in Section 2.4(B)(3)(a) (Daily Delay Damages).

ARTICLE 1
4
 



Code of Ethics ”- Shall have the meaning set forth in Section 17.2(E) (Conduct of the Arbitration by the Arbitrator).

Commercial Operation Date ” – The date, after satisfying the Conditions Precedent and the requirements of Section 5.2(A) (Capacity Tests) and Attachment K (Acceptance and Capacity Testing Procedures), on which Seller declares the Facility in commercial operation based on actual operation of the Facility at an electric output level of the Firm Capacity (kW) net at the Metering Point.

Commercial Operation Date Deadline ” - The date described as such in Section 3.2(A)(3) (Commercial Operation Date Deadline).

Committed Capacity ” – Twenty one thousand five hundred kilowatts (21,500 kW) of reliable electrical capacity made available to Company net at the Metering Point under Company Dispatch provided pursuant to this Agreement.

Company ”- Shall have the meaning set forth in the first paragraph of the first page of this Agreement.

Company Dispatch ” – Company’s right, through supervisory equipment or otherwise, to direct or control both the capacity and the energy output of the Facility pursuant to the terms of this Agreement, which dispatch shall include real power, reactive power, voltage regulation targets, ramp rate setting, and other characteristics of such energy output whose parameters are normally controlled or accounted for in a utility dispatching system or specified in this Agreement.

Company-Owned Interconnection Facility ” – Shall have the meaning set forth in Attachment E (Interconnection Agreement).

Company System ” – The electric system owned and operated by Company (to include any non-utility owned facilities) consisting of power plants, transmission and distribution lines, and related equipment for the production and delivery of electric power to the public.

Company System Operator ” – The individual(s) designated by job position(s) as Company’s representative(s) to act on behalf of Company on all issues regarding the daily dispatch of all generation being supplied to Company System.

Conditions Precedent ” - The conditions listed in Section 2.3(A) (Company Conditions Precedent).

Consumer Advocate ” – Shall have the meaning set forth in Section 3.2(M)(2) (Confidentiality).

Consumer Price Index ” – The Consumer Price Index for All Urban Consumers (CPI-U).

ARTICLE 1
5
 



Contract Year ” - A twelve (12) Calendar Month period which begins on the first Day of the month coincident with or next following the Commercial Operation Date and, thereafter, anniversaries thereof; provided, however, that, in the event the Commercial Operation Date is not the first Day of the Calendar Month, the initial Contract Year shall also include the Days from the Commercial Operation Date to the first Day of the succeeding Calendar Month.

“Corrective Period” – Shall have the meaning set forth in Section 5.2(B)(1) .

Covered Source Air Permit ” - That “Covered Source Air Permit” (CSP) No. 0724-01-C issued in favor of the Facility by the DoH.

Daily Delay Damages ” - Shall have the meaning set forth in Section 2.4(B)(3)(a) (Daily Delay Damages).

Day ”- A calendar day.

Development Period Security ” - An amount equal to $40/kW of the Committed Capacity.

Dispatch Forecast ” - The notice given to Seller by Company in accordance with Section 3.3(A)(2) (Dispatch Forecast).

Dispatch Range ” – The range of real power output through which the Facility can be dispatched by remote control under Company’s EMS, in accordance with Section 3.3(A) (Dispatch of Facility Power) . Notwithstanding anything to the contrary, the Dispatchable Range shall be provided between seven (7) MW and the Available Capacity.

Dispute ”- Shall have the meaning set forth in Section 17.1 (Good Faith Negotiations).

DoH ” - The State of Hawaii Department of Health.

Dollars ” - The lawful currency of the United States of America.

DPR ”- Shall have the meaning set forth in Section 17.2(A) (Mediation).

EAF ” (Equivalent Availability Factor) - The ratio (in percent) calculated in accordance with the formula, terms and concepts defined by NERC GADS.

Effective Date ” - The later of (x) the date the Parties enter into the Settlement Agreement pursuant to Section 25.26 and (y) the earlier of the Waiver Agreement Date or the PUC Approval of Amendment Date.

EFOR ” (Equivalent Forced Outage Rate) - The ratio (in percent) calculated in accordance with the formula, terms and concepts defined by NERC GADS.


ARTICLE 1
6
 



EMS ” (Energy Management System) – The real–time, computer–based control system, or any successor thereto, used by Company to manage the supply and delivery of electric energy to its consumers. The EMS provides the interfaces for the Company System Operator to perform real-time monitoring and control of the Company System, including but not limited to monitoring and control of the Facility for system balancing, supplemental frequency control and economic dispatch as prescribed in this Agreement.
Energy Charge ” – The amount to be paid by Company to Seller pursuant to Section 5.1(F) (Energy Charge) of this Agreement for the energy delivered to Company System as measured at the Metering Point.
Energy Cost Adjustment Clause ” - Company’s cost recovery mechanism for fuel and purchased energy costs approved by the PUC in conformance with Hawaii Administrative Rules § 6-60-6 whereby the base electric energy rates charged to retail customers are adjusted to account for fluctuations in the costs of fuel and purchased energy or such successor provision that may be established from time to time.
Environmental Credits ”- Any environmental credit, offset, or other benefit allocated, assigned or otherwise awarded by any Governmental Authority or international agency to Company or Seller based in whole or in part on the fact that Facility is a non-fossil fuel facility. Such Environmental Credits shall include, but not be limited to, emissions credits, including credits triggered because the Facility does not produce carbon dioxide when generating electric energy, or any renewable electric energy credit, but in all cases shall not mean federal, state or local tax credits, which may be in the form of governmental subsidies, rebates or refunds, earned by Seller resulting from its operation or ownership of the Facility.
Event of Default ” – An event or occurrence specified in Section 8.1(A) (Default by Seller) or Section 8.1(B) (Default by Company).
Execution Date ” – The date referred to in the first paragraph of the first page of this Agreement.
Extension Term ” – Shall have the meaning set forth in Section 2.2(E) (Extension Term).
FAA ” – Shall have the meaning set forth in Section 17.2(B) (Arbitration).
Facility ” – Shall mean Seller’s renewable dispatchable firm energy and capacity biomass steam electric energy generating facility that is the subject of this Agreement and as more fully described in Attachment D (Facility Functional Description), including, the Seller-Owned Interconnection Facilities, Seller’s fuel handling facilities (including all Seller’s facilities required for importation, receipt, storage and handling of fuel, waste collection, interim and final waste disposal, cooling water and any other facilities necessary for proper operation of the Facility), the Fuel, the Site, the Land Rights and all other real property, equipment, fixtures and personal property owned, leased, controlled, operated or managed by Seller in connection with the production and delivery of electric energy by Seller to Company System.


ARTICLE 1
7
 



Facility Functional Description ” – Shall have the meaning set forth in Attachment D (Facility Functional Description).

Facility Personnel ” – Shall have the meaning set forth in Section 3.2(B)(1)(c) (Facility Personnel).

FASB ”- Shall have the meaning set forth in Section 3.2(M)(1) (Financial Compliance).
 
FASB ASC 810 ” - Shall have the meaning set forth in Section 3.2(M)(1) (Financial Compliance).

FASB ASC 840 ” – Shall have the meaning set forth in Section 3.2(M)(1) (Financial Compliance).

Financing Documents ” - The loan and credit agreements, notes, indentures, security agreements, leases (including cross-border leases or leases involving sale-leaseback transactions) and other agreements, documents and instruments relating to the long-term, non-recourse construction and term financing (including refinancing and amendments) entered into by Seller for the Facility, as the same may be modified or amended from time to time in accordance with the terms thereof.

Financing Parties ” - Any and all lenders, other than the guarantor(s), or any person affiliated with the guarantor(s), providing long-term, non-recourse construction debt financing or permanent debt financing (including refinancing) for the Facility and any and all nominees, trustees and collateral agents associated therewith. For purposes of any notices herein required to be delivered by Company to the Financing Parties, it shall be sufficient for Company to deliver such notices to the Party designated under the Financing Documents as the collateral agent, agent, trustee or nominee for such Financing Parties.

Firm Capacity ” – The amount of capacity which Seller declares for the Facility in accordance with Section 3.2(C)(13) (Acceptance and Capacity Tests), Section 5.2 (Acceptance and Capacity Tests and Changes in Firm Capacity) and the procedures set forth in Attachment K (Acceptance and Capacity Testing Procedures) rounded to the nearest tenth of a MW. The Firm Capacity shall be not be greater than the Committed Capacity.

Fixed O&M Rate ” – Shall have the meaning set forth in Section 5.1(G)(2)(d) (Fixed O&M Rate).

Force Majeure ” - Shall have the meaning set forth in Section 18.1 (Definition of Force Majeure).

Forced Outage ” – As defined in the 2010 NERC GADS methodology, to include U1, U2, U3 and/or Startup Failures (SF).


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Fuel ” – The fuel for the Facility shall be biomass from tree plantations on the Island of Hawaii or any renewable replacement or substitute for biomass reasonably determined by Seller to be suitable for the operation of the Facility in accordance with this Agreement. Any renewable replacement or substitute fuel for the Facility shall qualify as a renewable resource under Hawaii’s RPS Law in effect at the time the renewable replacement or substitute fuel is used by the Facility, and must comply with applicable Permits and equipment manufacturer specifications relating to the Facility. The type of Fuel to be used in the Facility shall be specified in Seller’s Fuel Report.
Fuel Component ” – Shall have the meaning set forth in Section 5.1(F)(1) (Fuel Component).
Fuel Report ” – The annual fuel plan which shall be delivered in a format acceptable to Company pursuant to Section 2.3(A)(2) (Executed Project Documents) and which demonstrates that Seller has identified sufficient sources of Fuel which are reasonably expected to be available through contract, option arrangements, market purchases or agricultural development plans (including any contingency arrangements therefore) to support the operation of the Facility pursuant to the terms and conditions of the Agreement for the Term of the Agreement. The Fuel Report shall include but not be limited to, as applicable, a forestry development plan, crop rotation plan, harvesting and regeneration rates and schedule, description of silviculture practices in-place, tree condition (or biomass crop) inventory, growth progress as well as cost of harvesting, processing and hauling to plant site to support the operation of the Plant at warranted levels for the remainder of the Term of this Agreement. The Fuel Report will include long term plans for the sustainable fuel inventory with 5, 10, and 15 year projections. The Fuel Report will also include copies of all fuel harvesting contracts, land leases and other pertinent information (which contracts, leases and information may be redacted in the manner described in Section 2.3(A)(2) (Executed Project Documents)) to reasonably satisfy Company that the Fuel Report is adequate for continuous operations for the remainder of the Term of this Agreement; provided, that the contracts, leases and other evidence of long-term agreements supporting the ability of Seller to perform under this Agreement and which have been submitted as part of a prior Fuel Report need not be resubmitted with future Fuel Reports to the extent those documents and agreements have not been amended or modified in any way. The Fuel Report shall include but not be limited to, as applicable, any and all Fuel Supply Agreements and/or agreements for the supply of the raw material required to produce the Fuel (which agreements may be redacted in the manner described in Section 2.3(A)(2) (Executed Project Documents)).

Fuel Supply Agreements ” - The agreements, a copy of which is delivered to Company pursuant to Section 2.3(A)(2) (Executed Project Documents), under which Seller obtains Fuel for the Facility.

GDPIPD ” (Gross Domestic Product Implicit Price Deflator) - The value shown in the United States Department of Commerce, Bureau of Economic Analysis’ publication entitled “Survey of Current Business” for the percentage change in prices over each quarter of the Calendar Year associated with the Gross Domestic Product for the immediately preceding quarter, or, a successor publication or index.

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Gearing Ratio ” – The ratio which the total indebtedness of Seller bears to the sum of its money and all other assets reduced by such total indebtedness.

Good Engineering and Operating Practices ” - The practices, methods and acts engaged in or approved by a significant portion of the electric utility industry for biomass or similar U.S. facilities, considering Company’s isolated island setting and Company System characteristics, that at a particular time, in the exercise of reasonable judgment in light of the facts known or that reasonably should be known at the time a decision is made, would be expected to accomplish the desired result in a manner consistent with law, regulation, reliability for an island system, safety, and expedition. With respect to the Facility, Good Engineering and Operating Practices include, but are not limited to, taking reasonable steps to ensure that:

1.    Adequate materials, resources and supplies, including Fuel, are available to meet the Facility’s needs under normal conditions and reasonably anticipated abnormal conditions.

2.    Sufficient operating personnel or contractors are available and are adequately experienced, trained, and authorized to operate the Facility properly, efficiently and within manufacturer’s guidelines and specifications and are capable and authorized to respond to emergency conditions.

3.    Preventive, predictive, routine and non-routine maintenance and repairs are performed on a basis that ensures reliable, long-term and safe operation, and are performed by knowledgeable, trained and experienced personnel utilizing proper equipment, tools, and procedures.

4.    Appropriate monitoring and testing is done to ensure that equipment is functioning as designed and to provide assurance that equipment will function properly under both normal and emergency conditions.

5.    Equipment is operated in a manner safe to workers, the general public and in accordance with Permits and with regard to defined limitations such as steam pressure, temperature, moisture content, chemical content, quality of make-up water, operating voltage, current, frequency, rotational speed, polarity, synchronization, control system limits, etc.


Governmental Authority ” – Any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power; or any court or governmental tribunal.

Guaranteed Milestones ” – Each of the critical path events described as Guaranteed Milestones in Attachment B (Milestone Events).


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Hawaii General Excise Tax ” – The tax on gross income codified under Hawaii Revised Statutes Chapter 237 and administered by the State of Hawaii Department of Taxation and all other similar taxes imposed by any Governmental Authority with respect to payments in the nature of a gross receipts tax, sales tax, privilege tax or the like, but excluding federal or state net income tax.

Hawaiian Electric Industries, Inc. ” or “ HEI ” - The holding company incorporated in 1983 under the laws of Hawaii and having Hawaiian Electric Company, Inc., Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., and other companies as its subsidiaries.

HRS ” – Shall mean Hawaii Revised Statutes.

IBC 2006 ” – Shall have the meaning set forth in Section 2.1(B) (Facility Specifications).

Indemnified Company Party ” – Shall have the meaning set forth in Section 13.1(A) (Indemnification of Company, Personal Injury, Death or Property Damage).

Indemnified Seller Party ” - Shall have the meaning set forth in Section 13.2(A) (Indemnification of Seller, Personal Injury, Death or Property Damage).

Independent Engineering Assessment ” - The determination and recommendations made by a Qualified Independent Engineering Company regarding the operation and maintenance practices of Seller at the Facility pursuant to Section 3.2(A)(5)(c) (Process for Resolving Disagreements) and Section 3.3(B)(1) (Implementation of Independent Engineering Assessment).

Independent Evaluator ” – The person selected to resolve a dispute under Section 9 (Dispute) of Attachment U (Renewable Portfolio Standards).

Information ” – Shall have the meaning set forth in Section 3.2(M)(1) (Financial Compliance).

Initial Term ” – Shall have the meaning set forth in Section 2.2(A) (Term).

Interconnection Acceptance Test ” – The test more thoroughly described in Attachment E (Interconnection Agreement) hereto, which confirms the proper operation of the new switch yard, its components, and the communication system.
 
Interconnection Agreement ” - The agreement between Company and Seller in the form attached as Attachment E (Interconnection Agreement) which sets forth the Parties’ respective rights and obligations with respect to the design, installation, construction, operation, maintenance, ownership and cost responsibility for the Interconnection Facilities.


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Interconnection Facilities ” – Both the Seller-Owned Interconnection Facilities and the Company-Owned Interconnection Facilities, which includes the equipment and devices required to permit the Facility to operate in parallel with, and deliver electric energy to, the Company System.

" Interconnection Requirements Study " or " IRS " – A study dated July 16, 2010 and Addendum dated March 29, 2012 performed in accordance with the terms of the IRS Letter Agreement and with Attachment E , Section 2(C) (IRS) of this Agreement, to assess the projected interaction of the Facility with the Company System.

" Interconnection Requirements Study Letter Agreement " or " IRS Letter Agreement " – The letter agreement and any written, signed amendments thereto, between Company and Seller that describes the scope, schedule, and payment arrangements for the Interconnection Requirements Study.

Irrevocable Letter of Credit ” – Shall have the meaning set forth in Section 7.1(E) (Form of Security).

Issuer ” – Shall have the meaning set forth in Section 7.1(H) (Establishment of Security Funds).

kVAr ” - Kilovar(s).

kVArh ” - Kilovarhour(s).

kW ” - Kilowatt(s).

kWh ” - Kilowatthour(s).

Land Rights ”- All easements, rights of way, licenses, leases, surface use agreements and other interests or rights in real estate.

Laws ” – Shall have the meaning set forth in Section 3.2(I) (Compliance with Laws).

Lease ” – That certain Site Lease between Maukaloa Farm, LLC, as Lessor, and Ethanol Research Hawaii, LLC, as lessee, entered into on September 11, 2007, as modified by the Site Lease Assignment and consent dated April 21, 2008 assigning the lessee’s interest in such Lease to Seller.
Liquidated Damages ” - Any of the damages provided for in Article 9 (Liquidated Damages.

Losses ”- Any and all direct, indirect or consequential damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs, expenses (including reasonable attorneys' fees and court costs) and disbursements.

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Management Meeting ”- Shall have the meaning set forth in Section 17.1 (Good Faith Negotiations).
Major Equipment Overhaul ” - Steam turbine overhaul or replacement or other major scheduled maintenance conducted: (i) in accordance with the equipment manufacturer’s recommendations; or (ii) otherwise in the judgment of Seller in accordance with Good Engineering and Operating Practices.
Metering Point(s) ” - The physical point(s) located on the high side of the step up transformer(s), as depicted in Attachment A (Diagram of Interconnection) at which Company’s metering and telemetry are connected to the Facility for the purpose of measuring the output of the Facility in kW, kWh, kVAr and kVArh and input to the Facility in kW, kWh, kVAr, and kVArh.
Milestone Dates ” – The dates in Attachment B (Milestone Events) for completion of the Milestone Events.

Milestone Delay Damages ” – Shall have the meaning set forth in Section 2.4(A)(1)(b) (Milestone Delay Damages).

Milestone Date Delay LD Period ”- Shall have the meaning set forth in Section 2.4(A)(1)(b) (Milestone Delay Damages).

Milestone Events ” – The Guaranteed Milestones and the Reporting Milestones, collectively.

Month ” – Shall mean thirty (30) consecutive Days. In computing a “Month,” the day of the act or event after which the designated period of time begins to run shall not be included.

Monthly Invoice ” – Shall have the meaning set forth in Section 6.1 (Monthly Invoice).

Monthly Progress Report ” – Shall have the meaning set forth in Section 3.2(A)(7) (Monthly Progress Report).

MW ” – Megawatt(s).

MWh ” – Megawatthour(s).

MVAr ” – Megavar(s).

NERC GADS ” or “ North American Electric Reliability Corporation Generating Availability Data System ” – The data collection system called “Generating Availability Data System” which is utilized by the North American Electric Reliability Corporation. For purposes of this Agreement, the version of NERC GADS dated January 2011 shall be used whenever reference is made to NERC GADS. In the event that the definition of a term

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contained in this Article 1 (Definitions) is inconsistent with the definition of the term under NERC GADS, the definition contained in this Article 1 (Definitions) shall control.

Net Real Power ” – For any period of time, the total real power of the Facility in kWh (net of auxiliaries and transformer losses) as measured at the Metering Point of the Facility.

Non-appealable PUC Approval of Amendment Order ” – Shall have the meaning set forth in Section 25.12(B) (Non-appealable PUC Approval of Amendment Order).

Operating Period Security ” – Shall have the meaning set forth in Section 7.1(D) (Operating Period Security).

Party ” – Each of Seller or Company.

Parties ” – Seller and Company, collectively.

Permit(s) ” – All material permits, licenses, authorizations or other governmental approvals required for Seller to construct, install and operate the Facility and fulfill its obligations under this Agreement.

Point of Interconnection ” – The physical point referenced in Section 3.2(C)(1) (Voltage/Reactive Power Requirements) of this Agreement and depicted on Attachment A (Diagram of Interconnection) at which the conductors owned by Company meet the conductors owned by Seller and the ownership of the Net Real Power of the Facility transfers from Seller to Company.

Post-COD Termination Damages ”- Shall have the meaning set forth in Section 9.3(B) (Post-COD Termination Damages).

“PPA” – Shall have the meaning set forth in the recitals.

Pre-COD Termination Damages ”- Shall have the meaning set forth in Section 9.3(A) (Pre-COD Termination Damages).

Project Documents ” - This Agreement, the Interconnection Agreement, any ground lease or other lease in respect of the Site and/or Land Rights, all construction contracts to which Seller is or becomes a party thereto, Fuel Supply Agreements to which Seller is or becomes a party thereto, operation and maintenance agreements, and all other agreements, documents and instruments to which Seller is or becomes a party thereto in respect of the Facility, other than the Financing Documents, as the same may be modified or amended from time to time in accordance with the terms thereof.

Proprietary Rights ” - Shall have the meaning set forth in Section 25.17 (Proprietary Rights) of this Agreement.


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Protective Relay Equipment and Settings ” – Shall have the meaning set forth in Section 3.2(A)(6)(a) (Seller’s Obligations).

PUC ” or “ Public Utilities Commission ” – Shall have the meaning set forth in the recitals.

PUC Approval of Amendment Date ” – Shall have the meaning set forth in Section 25.12(D) (PUC Approval of Amendment Date).

PUC Approval of Amendment Order ” - Shall have the meaning set forth in Section 25.12(A) (PUC Approval of Amendment Order).

PUC Submittal of Amendment Date ” - The date of submittal of Company’s complete application or motion for approval of this Agreement pursuant to Section 2.2(C) (PUC Approval).

Purchased Power Adjustment Clause ” – The Purchased Power Adjustment Clause approved by the PUC in Decision and Order No. 30168 in Docket No. 2009-0164 on February 8, 2012.

PURPA ” - Public Utility Regulatory Policies Act of 1978 (P.L. 95-617) as amended from time to time and as applied in Hawaii by the PUC.

QLPU ” or “ Quick Load Pick Up ” - The ability of a generating unit to pick up and sustain an increase in output over a three second period during an underfrequency event, as required in Section 3.2(C)(2)(g) (Quick Load Pick-up).

Qualified Independent Engineering Company ” - Any company listed on the Qualified Independent Engineering Companies List, as such list is amended from time to time.

Qualified Independent Engineers’ List ” - The list of Qualified Independent Engineering Companies attached hereto as Attachment H (Qualified Independent Engineering Companies) and modified from time to time pursuant to Section 3.3(B)(2) (Qualified Independent Engineering Companies).

Recipient ” – Shall have the meaning set forth in Section 3.2(M)(2) (Confidentiality).

Reference Year ” – Shall have the meaning set forth in Attachment I (Adjustment of Charges).

Remote Terminal Unit ” or “ RTU ” – A device providing the communications interface for telemetry and control between Company’s EMS and the physical equipment at the Facility.

Reporting Milestones ” – Each of the events identified as Reporting Milestones in Attachment B (Milestones Events).

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Right of First Negotiation Period ” – Shall have the meaning set forth in Section 21.1(A) (Right of First Negotiation).
RPS Amendment ” – Any amendment to the RPS subsequent to Effective Date that revises the definition of “renewable electric energy” under the RPS such that the electric energy delivered from the Facility no longer comes within such revised definition.
RPS Law ”- The Hawaii law that mandates that Company and its subsidiaries generate or purchase certain amounts of their net electricity sales over time from qualified renewable resources. The RPS requirements in Hawaii are currently codified as HRS §§ 269-91 through 269-95.
Second Notice ” – Shall have the meaning set forth in Section 3.3(B)(1)(c) (Implementation of Independent Engineering Assessment).
Security Funds ” – Shall have the meaning set forth in Section 7.1(E) (Form of Security).

Seller ” - Shall have the meaning set forth in the first paragraph of the first page of this Agreement.

Seller’s Control System(s) ” - Shall have the meaning set forth in Section 3.2(B)(2)(a) (Seller’s Control System).

Seller’s General Manager ” - The person appointed by Seller to act as the principal on-site person who is responsible for the Facility.

Seller’s RPS Modifications Proposal ” – Shall have the meaning set forth in Section 2.1(G) (Renewable Portfolio Standards).

Seller-Owned Interconnection Facility ” – The Interconnection Facilities constructed and owned by Seller.

Service Hours ” – Shall have the meaning set forth in Attachment C (Selected Portions of NERC GADS).

Site ” - The parcel of real property on which the Facility will be situated, together with any Land Rights reasonably necessary for the design, construction, operation and maintenance of the Facility by Seller, as further described in Section 2.1(D) (Site) and Attachment F (Facility Location and Layout).

SOX 404 ” – Shall have the meaning set forth in Section 3.2(M)(1) (Financial Compliance).

Subsequent Owner ” – Shall have the meaning set forth in Section 3.1(F)(1)(b) (Terms of Financing Parties).


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Supervisory Control And Data Acquisition ” or “ SCADA ” – The portion of the Company EMS system that enables real-time monitoring and control of equipment in the field.

Term ” – The Initial Term and the Extension Term (if any), collectively.

Transfer Date ” – The date, prior to the Commercial Operation Date, upon which Seller transfers to Company all right, title and interest in and to Company-Owned Interconnection Facilities to the extent, if any, that such facilities were constructed by Seller and/or its contractors.

U.S. EPA ” - The United States Environmental Protection Agency.

Unit Trip ”- The sudden and immediate removal from service of the Facility’s generator as a result of immediate mechanical/electrical/hydraulic control system trips or operator initiated action which causes a similar immediate removal from service or rapid and immediate reduction in power delivery not under control of Company. Removal from service with less than one (1) hour notice to Company shall be deemed sudden and immediate for the purpose of determining a Unit Trip. Unit Trips are also Forced Outages, Immediate (U1) under NERC GADS reporting criteria.

For purposes of calculating Liquidated Damages under Section 9.2(C) (Excessive Unit Trips) and the performance requirements under Section 3.2(D)(6) (Unit Trips), Unit Trips shall not include trips caused by Company unless: (1) such trips are caused by the suspension or reduction of electric energy deliveries from the Facility directly resulting from instructions or remote control actions by the Company System Operator in accordance with Section 4.1 (Initiation by Company); or (2) Seller fails to operate the Facility in accordance with Section 3.2(C) (Delivery of Power to Company).

Variable O&M Component ” - Shall have the meaning set forth in Section 5.1(F)(2) (Variable O&M Component).

Waiver Agreement ” – Shall have the meaning set forth in Section 2.2(C)(2) (Waiver Agreement).

Waiver Agreement Date ” - Shall have the meaning set forth in Section 2.2(C)(2) (Waiver Agreement).

60-Month Schedule ” - Shall have the meaning set forth in Section 3.2(B)(6)(a) (60-Month Schedule).


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ARTICLE 2 - SCOPE OF AGREEMENT
2.1      General Description of the Facility
(A)      Overview . Seller will design, construct, install, permit, own, operate and maintain the Facility in compliance with the terms and conditions of this Agreement, and any and all applicable Laws. The Firm Capacity and the Net Real Power of the Facility will be sold to Company under Company Dispatch for use in the Company System in accordance with the terms of this Agreement. Seller will carry out its obligations under this Agreement in all respects in a manner that gives full recognition to the fact that, in order for Company to meet its obligation under the RPS Law and to provide service to its customers, the Facility must be designed, constructed, installed, operated, permitted, and maintained by Seller so that the Facility produces renewable electrical energy as described in Attachment D (Facility Functional Description) that Company will be able to include in its renewable energy portfolio to meet the RPS Law, achieve the Commercial Operation Date by the Commercial Operation Date Deadline and thereafter be available for service in accordance with the terms of this Agreement.
(B)      Facility Specifications . The Facility shall be designed, constructed, operated and maintained in accordance with the terms and conditions of this Agreement, the 2006 International Building Code as adopted by Hawaii County (“ IBC 2006 ”), U.S. piping and boiler codes, Occupational Safety and Health Administration requirements, and Good Engineering and Operating Practices, as applicable. The single-line diagrams in Attachment A (Diagram of Interconnection) shall expressly identify the Point of Interconnection of the Facility to the Company System.
(C)      Interconnection Facilities . A description of the Interconnection Facilities and the terms and conditions related to the Interconnection Facilities shall be set forth in the Interconnection Agreement, in the form of Attachment E (Interconnection Agreement) of this Agreement.
(D)      Site . The Site for the Facility is located at Pepeekeo, Hawaii, and is shown in Attachment F (Facility Location and Layout).
(E)      Requirements for Electric Energy Supplied by Seller . Electric energy supplied by Seller hereunder shall meet the specifications required by this Agreement, including but not limited to the specifications as set forth in Section 3.2(C) (Delivery of Power to Company) and Section 3.2(D) (Warranties and Guarantees of Performance). The Facility shall be designed to operate continuously and shall be designed to remain on-line and available to meet the requirements of Section 3.2(C) (Delivery of Power to Company) during events caused by natural forces, including but not limited to tropical storms, hurricanes, floods, earthquakes and volcanic eruptions, unless such events are of a severity as to exceed the specifications the Facility was designed to under Section 2.1(B) (Facility Specifications), except during planned outages, unplanned outages and outages pursuant to Article 4 (Suspension or Reduction of Deliveries). During events caused by natural forces, it is the intention of the Parties that the Facility shall be online and available to the greatest extent reasonably practicable within the then existing circumstances and conditions of operation and taking into account Seller’s determination,

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consistent with Good Engineering and Operating Practices, of whether the continued operation of the Facility (1) is likely to endanger the safety of persons and or property, and (2) is likely to endanger the integrity of the Facility.
(F)      Fuel and Other Expendables . Seller will contract for, acquire or otherwise provide for a reliable supply of Fuel and other expendables necessary to operate the Facility as provided in Section 3.2(F) (Fuel and Other Materials).
(G)      Renewable Portfolio Standards . If, as a result of any RPS Amendment, the electric energy delivered from the Facility should no longer qualify as “renewable electrical energy,” Seller shall, at the request of Company, develop and recommend to Company within a reasonable period of time following Company’s request, but in no event more than ninety (90) Days after Seller’s receipt of such request (or such other period of time as Company and Seller may agree in writing) reasonable measures to cause the electric energy delivered from the Facility to come within such revised definition of “renewable electrical energy” (“ Seller’s RPS Modifications Proposal ”). Such Seller’s RPS Modifications Proposal shall be in accordance with the provisions of Attachment U (Renewable Portfolio Standards).
2.2      Term and Effectiveness of Certain Obligations
(A)      Term . The initial term of this Agreement shall commence on the Effective Date and shall terminate on the thirtieth (30 th ) anniversary of the Commercial Operation Date (the “ Initial Term ”), unless extended pursuant to Section 2.2(E ) (Extension Term) or terminated earlier as provided herein. Upon expiration of the Term, the Parties hereto shall no longer be bound by the terms and conditions of this Agreement, except as set forth in Section 25.23 (Survival of Obligations).
(B)     Effectiveness of Obligations . Notwithstanding any other provision to the contrary, and notwithstanding the Parties execution hereof, prior to the Effective Date no part of this Agreement shall be of any force or effect except for the provisions of this Section 2.2(B) (Effectiveness of Obligations) and Section 2.2(C) (PUC Approval).
(C)     PUC Approval
(1)      PUC Approval of Amendment Order. Upon the execution of this Agreement, the Parties shall use good faith efforts to obtain, by July 3, 2017, a satisfactory PUC Approval of Amendment Order .A satisfactory PUC Approval of Amendment Order is a PUC order that meets the conditions of Section 25.12(A) (PUC Approval of Amendment Order). If the satisfactory PUC Approval of Amendment Order is not obtained by July 3, 2017, or within such longer period as Company and Seller may agree to by a written agreement, Seller may, by written notice delivered within thirty (30) Days of such date, declare this Agreement null and void. If the Agreement is declared null and void as provided herein, the Parties hereto shall thereafter be free of all obligations hereunder, except as set forth in Section 2.2(D) (Obligations of the Parties Upon Declaration of the Agreement as Null and Void) and shall pursue no further remedies against one another.
(2)      Waiver Agreement. If the PUC Approval of Amendment Order is appealed, the Parties shall meet within six (6) Months of the filing date of the corresponding

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notice of appeal and decide whether to waive the requirement of obtaining a satisfactory Non-appealable PUC Approval of Amendment Order. Neither Party shall be required to agree to such a waiver. If the Parties agree in writing to such a waiver (“Waiver Agreement”), Seller agrees that it shall proceed with its performance solely at its own risk. Furthermore, if the Parties execute a Waiver Agreement, the provisions of the Agreement that would otherwise become effective upon obtaining a satisfactory Non-appealable PUC Approval of Amendment Order shall become effective as of the date of the Waiver Agreement (“Waiver Agreement Date”).
(3)      Company Performance Contingent. Notwithstanding any other provisions of this Agreement that might be construed to the contrary, Company’s purchase of electric energy under this Agreement and Company’s payment of the Capacity Charge, and any and all terms and conditions of this Agreement that are ancillary to such purchase and payment, are all contingent upon obtaining the PUC Approval of Amendment Order and the occurrence of the Capacity Rate Inclusion Date as set forth by the terms of this Agreement.
(D)     Obligations of Parties Upon Declaration of the Agreement as Null and Void . If pursuant to Section 2.2(C) (PUC Approval), a Party exercises it right to declare this Agreement null and void, this Agreement shall be deemed null and void and the Parties hereto shall be free of all obligations hereunder, other than as provided in Section 25.23 (Survival of Obligations), to the extent such obligations are applicable at the time the Party exercises its right to declare this Agreement null and void. Notwithstanding the foregoing, if Seller had requested Company to incur costs associated with Company-Owned Interconnection Facilities prior to receipt of a satisfactory PUC Approval of Amendment Order, or, if there is an appeal, a Non-appealable PUC Approval of Amendment Order, Seller shall pay Company the actual costs and cost obligations incurred by Company as of the date the Agreement is declared null and void for Company-Owned Interconnection Facilities and any reasonable costs incurred thereafter, provided , further that nothing in this Agreement shall obligate Company to incur such costs and cost obligations unless and until Seller provides Company with adequate security, as determined by Company in its sole discretion, to secure Seller’s obligation to pay Company for such costs and cost obligations as set forth herein.
(E)     Extension Term . If the Initial Term expires with the Parties hereto actively negotiating for the extension of this Agreement, a new power purchase arrangement, or the purchase of the Facility, then such Initial Term shall be extended on a month-to-month basis under the same terms and conditions as contained in this Agreement for so long as said negotiations continue (the “Extension Term”); provided, however, that in no event shall the
Extension Term exceed twenty-four (24) months without the approval of the PUC. The Extension Term shall terminate sixty (60) Days after either Party notifies the other in writing that said negotiations have terminated. The pricing for any capacity or energy to be purchased by the Company after the expiration of the Extension Term shall be negotiated and agreed to by the Parties and approved by the PUC.

(F)     Termination Rights . Notwithstanding any of the foregoing, Company or Seller may terminate this Agreement at any time in accordance with the terms and conditions of Article 8 (Default).

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2.3      Conditions Precedent
(A)      Company Conditions Precedent . Company’s obligation to purchase electric energy and/or capacity from Seller pursuant to this Agreement, and any and all obligations of Company which are ancillary to that purchase, including, without limitation, Company’s obligations under Article 4 (Suspension or Reduction of Deliveries), Article 5 (Rates for Purchase), Article 6 (Billing and Payment), Section 3.1 (Rights and Obligations of Both Parties), Section 3.2(E) (Metering, Generator Remote Control, Data Acquisition/Communications), and Section 3.3(A) (Dispatch of Facility Power), are contingent upon the following Conditions Precedent:
(1)      Following the Execution Date . Within sixty (60) Days after the PUC Submittal of Amendment Date, Seller shall submit to Company the available design materials listed in Attachment M (Design Information), as applicable, reasonably demonstrating to Company's satisfaction that the Facility, if constructed, operated and maintained pursuant to such design materials and in accordance with Good Engineering and Operating Practices, can be reasonably expected to have a useful life at least equal to the Initial Term.
(2)      Executed Project Documents. Upon the the Execution Date, Seller shall submit to Company copies of the following executed Project Documents: (i) the initial fully executed Fuel Supply Agreements (with commercial terms redacted to protect suppliers’ confidential information); (ii) the Fuel Report which shall be updated annually and submitted to Company on January 1 of each Calendar Year this Agreement is in force; and (iii) other contracts (if any) entered into by Seller for the purchase of critical materials and services necessary for the operation and maintenance of the Facility. If any one or more Fuel Supply Agreements are for a term less than the Initial Term of this Agreement or expire prior to the termination of the Initial Term of this Agreement, then not later than six (6) months prior to the stated expiration date of said Fuel Supply Agreements, Seller shall use commercially reasonable efforts to renew or replace, or cause the renewal or replacement of, such Fuel Supply Agreement with one or more replacement Fuel Supply Agreements, and shall provide a copy of such Fuel Supply Agreement at such time to Company (with commercial terms redacted to protect suppliers’ confidential information);
(3)      On or Before Commencement of Construction. On or before the commencement of construction of all or any portion of the Facility, Seller shall submit to Company the following:
(a)      Permits and Land Rights – Construction. Documents or other evidence that Seller obtained all required Permits and Land Rights needed to commence construction on such portion of the Facility;
(b)      Permits and Land Rights – Operations. Documents or other evidence that Seller has obtained all currently required Permits and Land Rights needed to operate the Facility following completion of the Facility;

SECTION 2.3
21

 



(c)      Proof of Insurance. Copies of any and all then-required insurance policies (or binders as appropriate) procured by Seller in accordance with Article 15 (Insurance) relating to the construction and operations of the Facility, as the case may be;
(d)      Officer’s Certificate. A certificate executed by a duly authorized officer or representative of Seller certifying that: (i) Seller has the right to locate the Facility at the Site for the Term; (ii) Seller has provided Company with a copy of the Lease, such Lease has a provision allowing for assignment with the consent of the landlord, and such Lease has not be amended or otherwise modified; and (iii) Seller has obtained all then-required Permits and Land Rights needed to commence construction of the Facility; and
(e)      Nondisturbance and Recognition Agreement. The Nondisturbance and Recognition Agreement a form of which is attached hereto as Attachment Q (Form of Non-Disturbance and Recognition Agreement), unless construction commences prior to the obtaining of financing in which case the Nondisturbance and Recognition Agreement should be provided pursuant to Section 3.1(F)(2) (Nondisturbance and Recognition Agreement).
(4)      On or Before Commercial Operation Date. On or before the Commercial Operation Date, which in no event shall be later than the Commercial Operation Date Deadline, Seller shall:
(a)      Proof of Insurance. Submit to Company copies of any and all then-required insurance policies (or binders as appropriate) provided by Seller required pursuant to Article 15 (Insurance) to be in effect prior to operation of the Facility; and
(b)      Officer’s Certificate. Submit to Company a certificate executed by a duly authorized officer or representative of Seller certifying to the best of Seller’s knowledge, after thorough due diligence by Seller, that: (i) Seller has obtained all then-required Permits and Land Rights needed to operate the Facility throughout the Term or, if one or more such Permits or Land Rights is not available at that time for the full Term, for such lesser period as is available; and (ii) construction of the Facility is substantially complete, that the Facility has been constructed in compliance with the terms of this Agreement and with the information submitted pursuant to this Section 2.3(A) (Company Conditions Precedent), that all Acceptance Tests set forth in Section 2.3(A)(4)(c) (Acceptance Test) have been satisfactorily accomplished and the Facility is ready to begin producing power on a commercial basis under the terms and conditions of this Agreement. Evidence required under this Section 2.3(A) (Company Conditions Precedent) shall be submitted or made available by Seller during or upon the completion of each phase of design, construction, and operation of the Facility (for example, completion of detailed engineering, completion of as-built drawings and receipt of manufacturers’ guarantee performance data). To allow Company to evaluate such evidence provided by Seller, Seller shall cooperate in such physical inspections of the Facility pursuant to Section 10.4 (Inspection of Facility Operation) of this Agreement as may be reasonably required by Company during and after completion of the Facility. In no event shall Company’s technical review and inspection of the Facility be deemed to be an endorsement of the design, construction, or operation thereof or as any warranty or guaranty of the safety, durability or reliability of the Facility nor a waiver of any of Company’s rights.

SECTION 2.3
22
    
 



(c)      Acceptance Test. Cause the Facility to pass the Acceptance Test procedures as defined in Attachment K (Acceptance and Capacity Testing Procedures).
(5)      On or Before Commencement of Capacity Charge Payments. On or before the commencement of Capacity Charge payments by Company, as provided in Section 5.1(G)(1) (Commencement of Capacity Charge Payments), the Facility shall pass the Capacity Test provided in Section 3.2(C)(13) (Acceptance and Capacity Tests).
(B)      Failure of Company Conditions Precedent
(1)      Seller’s Remedial Action Plan. If Seller misses any of the submission deadlines required by the Conditions Precedent in Section 2.3(A) (Company Conditions Precedent), Seller shall, within ten (10) Business Days of such missed submission deadline, provide Company a remedial action plan which shall set forth a detailed description of Seller’s course of action and plan to provide Company with the required submission and to meet all subsequent submission deadlines and the Commercial Operation Date Deadline, provided that delivery of any remedial action plan shall not relieve Seller of its obligation to meet any subsequent submission deadlines and the Commercial Operation Date Deadline.
(2)      Seller’s Certification Requirements. Not later than ninety (90) Days after the PUC Submittal of Amendment Date, Seller shall submit to Company a certificate executed by a duly authorized officer or representative of Seller declaring whether Seller has complied with the submission requirements of Section 2.3(A)(l) (Company Conditions Precedent Following the Execution Date), identifying with particularity the submissions on which such declaration relies, and certifying to the best of Seller’s knowledge, after thorough due diligence by Seller, that such submissions are true and correct in all material respects and in no way materially misleading. Not later than one hundred eighty (180) Days after the Execution Date, Seller shall submit to Company a certificate executed by a duly authorized officer or representative of Seller declaring whether Seller considers that it has complied with the submission requirements of Section 2.3(A)(2) (Executed Project Documents), identifying with particularity the submissions on which such declaration relies, and certifying that such submissions are true and correct in all material respects and in no way materially misleading. On or before the date for commencement of any construction on all or any part of the Facility, Seller shall submit to Company a certificate executed by a duly authorized officer or representative of Seller declaring whether Seller considers that it has complied with the submission requirements of Section 2.3(A)(3) (On or Before Commencement of Construction), identifying with particularity the submissions on which such declaration relies, and certifying that such submissions are true and correct in all material respects and in no way materially misleading. Within thirty (30) Days of receiving each of Seller’s certificates pursuant to this Section 2.3(B)(2) (Seller’s Certification Requirements) Company shall provide Seller with either a written statement that Seller has satisfied the submission requirements of Section 2.3(A)(1) (Company Conditions Precedent Following the Execution Date), Section 2.3(A)(2) (Executed Project Documents), and Section 2.3(A)(3) (On or Before Commencement of Construction) identified in such certificate, or a written statement setting forth the requirements Company believes have not been met by Seller, together with a reasonably detailed explanation of such assertion. Seller shall comply substantially with the requirements set forth in Company’s statement within thirty (30) Days of receiving Company’s statement. Unless and

SECTION 2.3
23
    
 



until Seller substantially complies with Company’s requirements for satisfying the Conditions Precedent in Section 2.3(A) (Company Conditions Precedent) to the reasonable satisfaction of Company, Seller shall not be deemed to have achieved the Commercial Operation Date.



SECTION 2.3
24
    
 



2.4      Failure to Meet Milestone Dates and Commercial Operation Date Deadline
(A)      Failure to Meet Milestone Dates
(1)      Guaranteed Milestones Other Than Commercial Operation Deadline
(a)      Seller’s Plan and Monthly Progress Reports. If Seller fails to achieve any Guaranteed Milestone other than the Commercial Operation Date Deadline within three (3) Months after its Milestone Date as set forth in Attachment B (Milestone Events) as extended for reasons of Force Majeure or as otherwise provided in this Agreement, then Seller shall within fifteen (15) Business Days thereafter submit for Company’s review and approval, which approval shall not be unreasonably withheld, a detailed plan which describes: (i) the reasons why such Guaranteed Milestone was not achieved; (ii) Seller's proposed measures for achieving such Guaranteed Milestone as soon as practicable thereafter; and (iii) Seller's proposed measures for meeting the Commercial Operation Date Deadline. Until such Guaranteed Milestone is met, Seller shall provide Company with Monthly Progress Reports as to the status of Seller's efforts to achieve such Guaranteed Milestone.
(b)      Milestone Delay Damages. If Seller fails to achieve any Guaranteed Milestone other than the Commercial Operation Date Deadline within sixty (60) Days after its Milestone Date set forth in Attachment B (Milestone Events) as extended for reasons of Force Majeure or as otherwise provided in this Agreement, Company shall collect and Seller shall pay Liquidated Damages in the amount of ONE THOUSAND DOLLARS ($1,000) for each Day (“Milestone Delay Damages”) that Seller fails to achieve such missed Milestone Date, provided that the number of Days for which Company shall collect and Seller shall pay Milestone Delay Damages shall not exceed ninety (90) Days (the “Milestone Date Delay LD Period”).
(c)     Termination and Pre-COD Termination Damages . If, upon the expiration of the Milestone Date Delay LD Period, Seller has not achieved such missed Milestone Date, Company shall have the right, notwithstanding any other provision of this Agreement to the contrary, to terminate this Agreement with immediate effect by declaring an Event of Default pursuant to Section 8.1(A)(3) (Default by Seller) and issuing a written termination notice to Seller pursuant to Section 8.2(B) (Right to Terminate). If this Agreement is terminated by Company pursuant to this Section 2.4(A)(1)(c) (Termination and Pre-COD Termination Damages), Company shall have the right to collect Pre-COD Termination Damages, as provided in Section 9.3(A) (Pre-COD Termination Damages) of this Agreement. Unless and until Seller substantially completes each Guaranteed Milestone to the reasonable satisfaction of Company, Seller shall not be deemed to have achieved the Commercial Operation Date.
(2)      Reporting Milestones. If Seller fails to achieve any Reporting Milestones within three (3) Months after its Milestone Date as set forth in Attachment B (Milestone Events) as extended for reasons of Force Majeure or as otherwise provided in this Agreement, then Seller shall within fifteen (15) Business Days thereafter submit for Company’s review and approval, which approval shall not be unreasonably withheld, a detailed plan which describes: (i) the reasons why such Reporting Milestone was not achieved; (ii) Seller's proposed

SECTION 2.4
25





measures for achieving such Reporting Milestone as soon as practicable thereafter; and (iii) Seller's proposed measures for meeting the Commercial Operation Date Deadline.  Until such Reporting Milestone is met, Seller shall provide Company with Monthly Progress Reports as to the status of Seller's efforts to achieve such Reporting Milestone. Unless and until Seller substantially completes each Reporting Milestone to the reasonable satisfaction of Company, Seller shall not be deemed to have achieved the Commercial Operation Date.
(B)      Failure to Meet Commercial Operation Date Deadline
(1)      Commercial Operation Date Deadline and Grace Periods. Time is of the essence for this Agreement, and Seller shall achieve the Commercial Operation Date no later than the Commercial Operation Date Deadline. If Seller fails to achieve the Commercial Operation Date by the Commercial Operation Date Deadline, Seller shall have the following grace periods within which to achieve the Commercial Operation Date without incurring liability for Daily Delay Damages pursuant to Section 2.4(B)(3) (Daily Delay Damages and Termination Right):
(a)      Force Majeure. If the failure to achieve the Commercial Operation Date by the Commercial Operation Date Deadline is the result of Force Majeure, and if and so long as the conditions set forth in Section 18.2(A) (No Liability) are satisfied, Seller shall be entitled to a grace period following the Commercial Operation Date Deadline equal to the lesser of three hundred sixty (360) Days or the duration of the Force Majeure.
(b)      Company’s Untimely Performance. If the failure to achieve the Commercial Operation Date by the Commercial Operation Date Deadline is the result of any failure by Company in the timely performance of its obligations under this Agreement, Seller shall be entitled to a grace period following the Commercial Operation Date Deadline equal to the duration of the period of delay caused by such failure in Company's timely performance. For purposes of this Section 2.4(B)(1)(b) (Company’s Untimely Performance), Company's performance will be deemed to be "timely" if it is accomplished within the time period specified in this Agreement with respect to such performance or, if no time period is specified, within a reasonable period of time.
(2)      Notices and Reports. If Seller fails to achieve the Commercial Operation Date by the Commercial Operation Date Deadline or has reasonable grounds for concluding that it is unlikely to achieve that objective:
(a)      Not Force Majeure. If such failure or anticipated failure is not the result of Force Majeure, Seller shall:
(i)      promptly give Company written notice of such failure or anticipated failure in writing;
(ii)      expeditiously provide Company with a written explanation of the reason for such failure or anticipated failure; and

SECTION 2.4
26
    




(iii)      provide Company with written weekly progress reports describing the actions taken to achieve the Commercial Operation Date and the estimated time frame for completion of such actions.
(b)      Force Majeure. If such failure or anticipated failure is the result of Force Majeure, Seller shall, without limitation to the generality of Article 18 (Force Majeure), provide the notice, explanation and weekly progress reports required under Section 18.2(A) (No Liability).
(3)      Daily Delay Damages and Termination Right.
(a)      Daily Delay Damages. If the Commercial Operation Date has not been achieved on or before the latter of the Commercial Operation Date Deadline or the expiration of any applicable grace period set forth in Section 2.4(B)(1) (Commercial Operation Date Deadline and Grace Periods) has expired, then Company shall collect and Seller shall pay Liquidated Damages in the amount of THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500) for each Day (“Daily Delay Damages”) following expiration of the applicable grace period that Seller fails to achieve the Commercial Operation Date, provided that the number of Days for which Company shall collect and Seller shall pay Daily Delay Damages shall not exceed calendar one hundred eighty (180) Days (the “COD Delay LD Period”).
(b)      Termination Right. If, upon the expiration of the COD Delay LD Period, Seller has not achieved the Commercial Operation Date, Company shall have the right, notwithstanding any other provision of this Agreement to the contrary, to terminate this Agreement with immediate effect by declaring an Event of Default pursuant to Section 8.1(A)(1) and issuing a written termination notice to Seller pursuant to Section 8.2(B) (Right to Terminate). If the Agreement is terminated by Company pursuant to this Section 2.4(B)(3) (Daily Delay Damages and Termination Right), Company shall have the right to collect Pre-COD Termination Damages, as provided in Section 9.3(A) (Pre-COD Termination Damages) of this Agreement.

(4)      Development Period Security Fund. Company shall draw upon the Development Period Security established pursuant to Section 7.1 (Security Fund) on a monthly basis for payment of the total Milestone Delay Damages and Daily Delay Damages incurred by Seller during the preceding Calendar Month. If the Development Period Security is at any time insufficient to pay the amount of the draw to which Company is then entitled, Seller shall pay any such deficiency to Company promptly upon demand.



SECTION 2.4
27
    




2.5      No Waiver
(A)      Conditions Precedent and Milestone Events . Except as otherwise provided herein, failure by Company to invoke its rights under Section 2.3(B) (Failure of Company Conditions Precedent) or Section 2.4(A) (Failure to Meet Milestone Dates) with respect to any particular Condition Precedent or Milestone Event shall in no way diminish Company’s rights upon the failure of Seller to achieve any subsequent Condition Precedent prior to its applicable deadline or on any subsequent Milestone Event prior to its applicable Milestone Date.
(B)      Event of Default . Notwithstanding any other provision hereof, Company’s failure to declare an Event of Default during the time periods provided for in this Agreement shall not constitute a waiver if such failure is the direct or indirect result of Seller’s misstatement of a material fact or Seller’s omission of a material fact which is necessary to make any representation, warranty, certification, guarantee or statement made (or notice delivered) by Seller to Company in connection with this Agreement (whether in writing or otherwise) not misleading.

2.6      Company’s Right to Negotiate for Purchase of Facility . Company shall have the first opportunity to negotiate with Seller to purchase the Facility, during or at the end of the Term, in accordance with Article 21 (Sale of Facility by Seller) of this Agreement.





SECTIONS 2.5 AND 2.6
28






ARTICLE 3 - SPECIFIC RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1      Rights and Obligations of Both Parties
(A)      Sale and Purchase of Energy and Capacity . Seller shall produce, supply and sell to Company and Company shall take from and pay Seller for the Firm Capacity and Net Real Power as determined in accordance with the terms and conditions of this Agreement, including, but not limited to Article 5 (Rates for Purchase), all under Company Dispatch.
(B)      Protection of Facilities . Each Party shall be responsible for protecting its own facilities from possible damage by reason of electrical disturbances or faults caused by the operation, faulty operation or non-operation of the other Party’s facilities, and such other Party shall not be liable for any such damage so caused.
(C)      Good Engineering and Operating Practices
(1)      Each Party agrees to design, construct, install, operate and maintain its respective equipment and facility and to perform all obligations required to be performed by such Party under this Agreement in accordance with Good Engineering and Operating Practices and applicable Laws, tariffs and reliability standards for an island electric utility.
(2)      Wherever in this Agreement and the attached Attachments Company has the right to give specifications, determinations or approvals, such specifications, determinations or approvals shall be given in accordance with Company’s standard practices, policies and procedures and, unless otherwise provided, shall not be unreasonably withheld, delayed or conditioned. Any such specifications, determinations, or approvals shall be consistent with the terms and conditions of this Agreement, and shall not be deemed to be an endorsement, warranty, or waiver of any right of Company.
(D)      Interconnection Agreement . The terms and conditions related to the Company-Owned Interconnection Facilities and Seller-Owned Interconnection Facilities are set forth in Attachment E (Interconnection Agreement). In accordance with Section 9 (Transfer of Ownership/Title) of Attachment E (Interconnection Agreement), on the Transfer Date, Seller shall convey title to the Company-Owned Interconnection Facilities that were designed and constructed by or on behalf of Seller by executing a Bill of Sale and Assignment document substantially in the form set forth in Attachment E , Schedule 2 (Form of Bill of Sale and Assignment). In addition, in accordance with Section 9 (Transfer of Ownership/Title) of Attachment E (Interconnection Agreement), on the Transfer Date, Seller shall deliver to Company any and all executed documents required to assign all applicable Land Rights with respect to the Company-Owned Interconnection Facilities to Company, which documents shall be substantially in the form set forth in Attachment E , Schedule 3 (Assignment of Lease and Assumption).


SECTION 3.1
29





(E)      (Reserved)
(F)      Financing Documents .
(1)      Terms of Financing Documents. Seller shall include in the terms of the Financing Documents the following provisions for Company’s benefit:
(a)      A recognition by each Financing Party of Company’s right to step in and operate the Facility as provided in Section 8.2(D) (Company’s Right to Enter and Operate the Facility), and a binding commitment to Company, in a manner legally enforceable by Company, that so long as this Agreement is in effect and there shall not exist and remain continuing any Event of Default by Company under this Agreement, such Financing Party will take no action (except pursuant to rights granted to Seller under this Agreement) to disturb, affect or impair Company’s right to step in and operate the Facility as provided in Section 8.2(D) (Company’s Right to Enter and Operate the Facility).
(b)      As a condition to any Financing Party, or any purchaser, successor, assignee and/or designee of a Financing Party (“Subsequent Owner”), succeeding to ownership or possession of the Facility as a result of the exercise of remedies under the Financing Documents, and thereafter operating the Facility to generate electric energy such Financing Party or Subsequent Owner shall, prior to operating the Facility for such purpose, have assumed all of Seller’s rights and obligations under this Agreement.
(c)      A binding commitment to Company, in a manner legally enforceable by Company, that so long as this Agreement is in effect and there shall not exist and remain continuing any Event of Default by Company to: (i) give written notice to Company of any event of default by Seller and any event known to such Financing Party which, with notice or the passage of time or both, would constitute an event of default by Seller, under any Financing Documents; and (ii) afford Company the right to cure any such event of default within sixty (60) Days after notice to Company of such event of default, and to forbear from exercising any right or remedy available to such Financing Party in respect of such event of default during such cure period.
(d)      A recognition by each Financing Party of Company’s right to set off any payment due and owing by Seller to Company under this Agreement as provided in Article 16 (Set Off) and Section 6.2(B) (Set Off), and a binding commitment to Company, in a manner legally enforceable by Company, that so long as this Agreement is in effect and there shall not exist and remain continuing any Event of Default by Company, such Financing Party will take no action (except pursuant to rights granted to Seller under this Agreement) to disturb, affect or impair Company’s right to set off any payment due and owing by Seller to Company under this Agreement as provided in Article 16 (Set Off) and Section 6.2(B) (Set Off).
(2)      Nondisturbance and Recognition Agreement. Seller shall provide Company a signed Nondisturbance and Recognition Agreement from each Financing Party no later than fourteen (14) Days prior to execution of the Financing Documents. Seller acknowledges that it has been advised by Company that Company will not execute any direct

SECTION 3.1
30
 



agreement with or undertaking in favor of any Financing Party that does not include the provisions described in Section 3.1(F)(1)(a) and Section 3.1(F)(1)(b) , above.
(3)      Company’s Rights. Each Financing Party shall agree that in the event of default by Seller under any Financing Documents, Company shall have the option in Company's sole discretion to do one or more of the following: (i) cure Seller's default without assuming Seller's obligations under the Financing Documents; and (ii) cure Seller's default and directly or by an affiliate assume Seller's obligations under the Financing Documents.
(4)      Reimbursement of Company Costs. Seller shall reimburse Company for costs incurred by Company in responding to Financing Parties’ requests or as a result of any event of default by Seller under the Financing Documents, including but not limited to any attempt to cure such event of default undertaken by Company as provided in Sections 3.1(F)(1)(c) and Section 3.1(F)(3) (Company’s Rights) or any assumption of Seller's obligations under Section 3.1(F)(3) (Company’s Rights).


SECTION 3.1
31
 



3.2      Rights and Obligations of Seller
(A) Design and Construction of Facility
(1) General . Seller shall furnish all financial resources, labor, tools, materials, equipment, transportation, supervision, and other goods and services necessary to completely design and build, or modify and refurbish as necessary, the Facility to fulfill the requirements of this Agreement. The design and construction, or modifications to existing equipment utilized for the Facility as well as the acquisition of other necessary infrastructures shall take place using Good Engineering and Operating Practices. As applicable, the Facility design and specifications must conform to Company’s electrical specifications and standards, as set forth in this Agreement and the Interconnection Agreement, and shall consider the requirements necessary, in the design of the operating parameters, to enable continued power delivery through power system disturbances, such as system faults and transient conditions cleared by primary or secondary fault clearing and off-normal frequency as identified in Section 3.2(C) (Delivery of Power to Company). The immediately preceding sentence shall not apply to conditions which isolate the Facility from the Company System. It is the intent and expectation of the Parties that the Facility have a plant life equal to at least the Initial Term of this Agreement. To the extent practicable, Facility equipment shall be designed and constructed and/or refurbished, as appropriate, by Seller in a manner consistent with that objective. This refurbishment will be conducted as necessary for Seller to meet all of its obligations under this Agreement during the Term. The Facility shall be designed and constructed in accordance with Section 2.1 (General Description of the Facility).
(2) Milestone Dates . Due to the critical nature of Company’s energy needs, Seller’s attainment of all Milestone Events, on or prior to applicable Milestone Dates specified in Attachment B (Milestone Events), is essential. Unless a Milestone Date is extended as provided in Section 2.4(A) (Failure to Meet Milestone Dates), a failure to achieve a Milestone Event by its Milestone Date shall be treated in accordance with the provisions of Section 2.4(A) (Failure to Meet Milestone Dates).
(3) Commercial Operation Date Deadline . The Commercial Operation Date shall occur no later than the date set forth in Attachment B ( Milestone Events ) (the “ Commercial Operation Date Deadline ”). A failure to achieve the Commercial Operation Date by the Commercial Operation Date Deadline shall be treated in accordance with the provisions of Section 2.4(B) (Failure to Meet Commercial Operation Date Deadline).
(4) Seller’s Permits and Land Rights

(a) Seller’s Responsibilities . Seller is responsible for the acquisition and continuous maintenance of all Permits and Land Rights required for the design, construction, refurbishment, operation and maintenance of the Facility during the Term under conditions which allow Seller to meet the requirements of this Agreement including, but not limited to, Company’s right to control the electrical output of the Facility through Company Dispatch. A listing of anticipated Permits shall be set forth in Attachment O (Seller’s Permits). Seller shall be solely responsible for obtaining all required Permits, whether such permits are listed in Attachment O (Seller’s Permits) or not.

SECTION 3.2
32






(b) Duration of Permits and Land Rights . All Permits and Land Rights shall be acquired for the Initial Term of this Agreement and to the extent applicable any Extension Term; provided , however, if the pertinent Governmental Authority does not issue a specific Permit for at least a period equal to the Initial Term, Seller shall make commercially reasonable efforts to obtain the Permit for the longest time period generally allowed by law. All Permits shall be obtained and renewed by Seller in accordance with procedures set by the pertinent Governmental Authority. Seller must comply with all operating Permits and with all Site specific requirements imposed by any Governmental Authority. Seller shall be responsible for all costs related to any violations by Seller, its employees, agents or representatives, of any provisions of any of the Permits or Land Rights, and in no situation shall Company be held responsible for violations of Seller’s Permits or Land Rights .
(c) Seller’s Air Permit Responsibilities . Seller shall be solely responsible to maintain compliance with the Facility’s Covered Source Air Permit at all times. In the event that Seller has been found to have violated the requirements of the Covered Source Air Permit by any Governmental Authority, then Company shall not consider such violation, in and of itself, to be an event of default pursuant to Section 8.1 (Events of Default). However, nothing in this Section 3.2(A)(4)(c) shall relieve Seller of its sole responsibility for all costs related to any violations of the Covered Source Air Permit. Further, nothing in this Section 3.2(A)(4)(c) shall relieve Seller of its obligations under Section 3.2(C) (Delivery of Power to Company) and Section 3.2(D) (Warranties and Guarantees of Performance).

(5) Review of Facilities

(a) Drawings and Calculations . Seller shall make readily available to Company a complete set of all non-proprietary, detailed engineering designs, plans, calculations and drawings (including as-built drawings) relating to the design and construction of the Facility within a reasonable time after such documents are available but in no event later than seven (7) Days following the application for construction Permits for the engineering drawings and, with respect to the as-built drawings, no later than one hundred twenty (120) Days after the Facility achieves the Commercial Operation Date. Such documents shall be submitted in electronic format, if requested by Company, in a format compatible with Company’s computer hardware and software .
(b) Review, Observation and Inspection . Company shall have an opportunity to: (i) review and comment on the design of the Facility: (ii) to observe the construction and refurbishment of the Facility and the equipment to be installed therein; and (iii) to inspect the Facility and related equipment following the completion of construction and/or modifications during the course of this Agreement, provided that such activities do not materially interfere with Seller’s construction, refurbishment or operation of the Facility. The Parties shall bear their respective costs incurred in such review, observation, and inspection, unless otherwise provided in this Agreement or any other agreement entered into between the Parties. Unless otherwise agreed to by the Parties, Company shall, as soon as practicable, but in no event later than thirty (30) Days following provision to Company of (i) any design materials or (ii) any opportunity for inspection by it of the construction and refurbishment of the Facility,

SECTION 3.2
33




review and provide comments thereon with regards to any matter relating to the interconnection or parallel operation of the Facility with the Company System and such matter may: (i) adversely affect Company’s property or the operations of its customers and customer’s property; (ii) present safety hazards to the Company System, property or employees or Company’s customers or the customer’s property or employees; or (iii) otherwise fail to comply with this Agreement, and Seller shall, as soon as practicable, but in no event later than thirty (30) Days after receipt of such comments, respond in writing, either noting agreement and action to be taken or reasons for disagreement.
(c) Process for Resolving Disagreements . If Seller disagrees with Company’s comments provided under Section 3.2(A)(5)(b) (Review, Observation and Inspection) above, it shall note alternatives it will take to accomplish the same intent, or provide Company with a reasonable explanation as to why no action is required by Good Engineering and Operating Practices. If Company disagrees with Seller’s position, a Qualified Independent Engineer shall be chosen from the Qualified Independent Engineers List pursuant to Section 3.3(B) (Company Right to Require Independent Engineering Assessment) and the Qualified Independent Engineer shall make a recommendation to remedy the situation pursuant to the Independent Engineering Assessment. Seller shall abide by the Qualified Independent Engineer’s recommendation contained in such Independent Engineering Assessment. Both Parties shall equally share in the cost for the Independent Engineering Assessment. However, Seller shall pay all costs associated with implementing the recommendation set forth in the Independent Engineering Assessment.
(d) No Endorsement, Warranty or Waiver . In no event shall any review, comment or failure to comment by Company be deemed to be an endorsement, warranty or waiver of any right by Company. In no event shall any failure by Company to exercise its rights under Section 3.2(A)(5) (Review of Facilities) constitute a waiver by Company of, or otherwise release Seller from, any other provision of this Agreement.

(e) Areas of Common Concern . In areas of common concern, such as the type and settings of Seller’s protective relaying equipment, Seller shall submit such designs and settings for Company’s review and acceptance. Protective relay settings must coordinate with Company System as Company, within its sole discretion, designs and operates the Company System. Company shall have the right to review and make the determination as to whether the protective relay settings coordinate with the Company System, and shall provide any comments relating thereto to Seller as soon as practicable, and in no event later than thirty (30) Days after receiving Seller’s protective relay settings. If Company determines that Seller’s protective relay settings do not adequately coordinate with Company System, the Facility shall not be allowed to interconnect.

(6) Facility Protection Equipment

(a) Seller’s Obligations . Seller shall, at its own cost, furnish, install, operate and maintain internal breakers, relays, switches, synchronizing equipment and other associated protective and control equipment (“ Protective Relay Equipment and Settings ”) necessary to maintain the standard of reliability, quality and safety of electric energy production

SECTION 3.2
34




suitable for parallel operation with Company System as required by this Agreement and Good Engineering and Operating Practices.
(b) Protection Design Trip Settings . The Facility shall be designed to meet the requirements of Section 3.1(B) (Protection of Facilities), Section 3.1(C) (Good Engineering and Operating Practices), Section 3.2(A) (Design and Construction of Facility) and Section 3.2(C) (Delivery of Power to Company). Seller shall maintain sufficient monitoring and recording equipment capable of diagnosing the cause for a loss of power output from the Facility and report such cause as required in Section 4.1(F) (Facility Problems).
(c) Company’s Right to Review the Design . Company shall have the right, but not the obligation, to review and accept the design of all such Protective Relay Equipment and Settings as soon as practicable, and in no event later than twenty (20) Days after the receipt of all Permits for construction, refurbishment and modifications of the Facility and shall present any comments relating thereto to Seller, as soon as practicable and in no event later than sixty (60) Days after receiving such design information.
(d) Company’s Right to Review Modifications . Company shall have the right, but not the obligation, to review and accept any proposed future action by Seller to modify or replace such Protective Relay Equipment and Settings, or change such settings, as soon as practicable, and in no event later than forty-five (45) Days prior to such future action; provided , however, Company shall present any comments relating thereto to Seller as soon as practicable, and in no event later than fifteen (15) Days after receiving information relating to such future action.
(e) Company’s Right to Review Installation . Company shall have the right, but not the obligation, to review, inspect and accept the installation, construction and setting of all such Protective Relay Equipment and Settings in order to ensure consistency with the design submitted by Seller for Company’s review. If Company exercises such right, Company shall inform Seller as soon as practicable, and in no event later than forty-five (45) Days after such review or inspection, of any problems it believes exist and any recommendations it has for correcting such problems.
(f) No Endorsement, Warranty or Waiver . Company’s inspection and acceptance of Seller’s Protective Relay Equipment and Settings shall not be construed as endorsing the design thereof, nor as any warranty of the safety, durability or reliability of said equipment and settings, nor as a waiver of any of Company’s rights. In no event shall any failure by Company to exercise its rights under this Section 3.2(A)(6) (Facility Protection Equipment) constitute a waiver by Company of, or otherwise release Seller from, any other provision of this Agreement.
(g) Cooperation . Seller and Company shall cooperate with each other in good faith in agreeing upon design standards for any Protective Relay Equipment and Settings referred to in this Section 3.2(A)(6) (Facility Protection Equipment).

(h) Timing for Implementation of Company Proposals . Within a reasonable time after receipt of Company’s comments referred to in this Section 3.2(A)(6)

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(Facility Protection Equipment) or notification by Company of problems related to Seller’s obligations under this Section 3.2(A)(6) (Facility Protection Equipment), but no later than ninety (90) Days after such notification (unless such condition is causing a safety hazard or damage to Company System or the facilities of any of Company’s customers, in which event the correction must be promptly made by Seller), Seller shall implement Company’s proposals.
(i) Relay Settings . Notwithstanding the foregoing, Seller shall utilize relay settings prescribed by Company, which may be changed over time within the design capability of the equipment as the requirements of Company System change. If Seller demonstrates that the utilization of such relay settings would likely result or have resulted in an event normally requiring Liquidated Damages or an Event of Default, Seller shall be excused from same.
(7) Monthly Progress Reports . On the first Day of each month following the Effective Date and continuing until the Commercial Operation Date, Seller shall provide Company with monthly progress reports in the form set forth on Attachment T (Form of Monthly Progress Report) containing a reasonable level of detail on the status of each specific Condition Precedent contained in Section 2.3(A) (Company Conditions Precedent) and the status of efforts to meet each Milestone Date (the “ Monthly Progress Report ”). Seller shall include in such report a list of all letters, notices, applications, filings and Permits sent to or received from any Governmental Authority and shall provide any such documents as may be reasonably requested by Company. If, during any month, Seller has reasonable cause to believe that it will be unable to achieve any Milestone Date, it shall so inform Company as soon as practicable, but no later than the next monthly progress report. Seller shall provide Company with any requested documentation to support the achievement of Conditions Precedent or Milestone Events within ten (10) Business Days of receipt of such request from Company. At Company’s request, Seller shall provide an opportunity for Company to meet with appropriate personnel of Seller or its contractors to discuss and assess any such Monthly Progress Report. Upon the occurrence of a Force Majeure event, Seller shall also comply with the requirements of Section 18.2 (Consequences of Force Majeure) to the extent such requirements provide for communications to Company beyond those required under this Section 3.2(A)(7) (Monthly Progress Reports).
(B) Operation and Maintenance of Facility
(1) Standards

(a) Good Engineering and Operation Practices . Seller shall operate the Facility in accordance with Good Engineering and Operating Practices. Subject to those standards, Seller shall deliver to Company the Net Real Power of the Facility up to the Available Capacity of the Facility under Company Dispatch and shall operate the Facility in a manner that maximizes the overall reliability of Company System.

(b) Trip Setting . The Facility shall not trip for an electrical fault or transient condition in Company System of less than thirty six (36) cycles duration, or a resulting trip shall be considered a Unit Trip which shall count towards the number of allowable Unit Trips under Section 3.2(D)(6) (Unit Trips) and shall count against Seller’s availability for both

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the EAF and EFOR. For example, an electrical fault and subsequent clearing of such a fault shall be considered one transient event.
(c) Facility Personnel . Beginning with the date that Seller achieves the Commercial Operation Date, Seller’s personnel capable of starting, operating and stopping the Facility (“ Facility Personnel ”) shall be continuously available at the Facility during all hours of every Day.
(d) Natural Events . The Facility shall be operated and maintained, as set forth in Section 2.1(E) (Requirements for Electric Energy Supplied by Seller) and in accordance with the terms of this Agreement, unless Seller has obtained specific approval from the Company System Operator to take the Facility off-line, such that the Facility shall remain on-line and available to produce Firm Capacity and Net Real Power during events caused by natural forces, including, but not limited to, tropical storms, hurricanes, floods, earthquakes and volcanic eruptions, of a degree of severity set forth in the design and build standards and specifications in Section 2.1(B) (Facility Specifications).
(2) Control of Facility
(a) Seller’s Control System . Seller shall provide and maintain in good working order all equipment, computers and software necessary to accurately and completely send telemetry data to, and to accept controls from Company’s Energy Management System (“ EMS ”). Company shall review and provide prior written approval of the design for Seller’s Control System. Company’s review shall be completed as soon as practicable, and in no event later than thirty (30) Days after receiving the design for Seller’s Control System, with Company’s written approval to be provided as soon as practicable thereafter. If at any time Seller materially changes the approved design of Seller’s Control System, such changes will also require Company’s review and prior written approval. Company’s review shall be provided as soon as practicable, and in no event later than thirty (30) Days after receiving Seller’s design change, with Company’s written approval to be provided as soon as practicable thereafter. Seller’s Control System shall include, but not be limited to, a demarcation cabinet, ancillary equipment and software necessary for Seller to connect to Company’s Remote Terminal Unit (“ RTU ”), located in Company’s portion of the Facility switching station , which shall provide the control signals to Facility and send feedback status and analogs to Company’s EMS. The power source for all control systems at the Facility will be designed to be immune from system transients. Seller’s Control System must, as a minimum:
(i) Interface with Company’s RTU as required for Company System Operator to dispatch the Facility pursuant to the obligations under Section 3.1(B) (Protection of Facilities), Section 3.1(C) (Good Engineering and Operating Practices), and Section 3.2 (C) (Delivery of Power to Company), and provide remote control capability consistent with this Agreement including trip of the Facility generator breaker, and specifying the voltage target at the Point of Interconnection;
(ii) Interface with Company’s RTU for telemetry of electrical quantities such as gross MW, gross MVAr, net MW, net MVAr, voltages and currents and other quantities as identified by Company;

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(iii) Interface with Company’s RTU for equipment status such as, for circuit breakers and switches and other equipment as identified by Company.
(3) Protective Equipment . Seller shall operate the Facility with all applicable installed system protective relays with verified operation at the designated settings along with the communication to those relays in service whenever the generator is connected to or is operated in parallel with Company System, except for normal testing purposes in accordance with Good Engineering and Operating Practices. Seller shall have qualified personnel test and calibrate all protective equipment at regular intervals not to exceed one (1) Calendar Year. A unit functional trip test (which shall include an overspeed trip test on a steam turbine) shall be performed annually in accordance with industry standards. Following a Major Equipment Overhaul, a functional trip test shall be performed and shall simulate abnormal trip conditions separately at each primary element that initiates a trip and shall demonstrate that the trip system produces the appropriate equipment response. In no event shall any trip test conducted pursuant to this Section 3.2(B)(3) (Protective Equipment) constitute a Unit Trip. If at any time Company has reason to doubt the integrity of the Facility’s protective equipment and reasonably suspects that such purported loss of integrity would jeopardize the reliability of Company’s supply of electric energy to its customers, Seller shall be required to reasonably demonstrate to Company’s satisfaction the correct calibration and operation of the equipment in question. Seller shall ensure that Facility equipment critical to the continued operation and supply of power, including both auxiliary and primary generating equipment, shall not be tripped solely due to relay protection triggered by off-normal low-system voltage or off-normal system frequency conditions (i.e.; protective 27 (undervoltage) and 81 O/U (frequency) relaying shall be set to alarm only) as set forth in Section 3.2(C) (Delivery of Power to Company). Facility equipment may trip for protection due to the effects of a system event, provided that design parameters meet the requirements of over/under voltage and frequency as set forth in Section 3.2(C) (Delivery of Power to Company). Company shall not be liable for any damage to Seller’s equipment resulting from the failure of Facility protective equipment.
(4) Personnel and System Safety
(a) Seller shall provide, at a location approved by Company, a manual disconnect device which provides a visible break to electrically separate the Facility from Company System. Such disconnect device shall be lockable in the OPEN position and accessible to Company personnel at all times. Notwithstanding any other provision of this Agreement, if at any time Company determines that the continued operation of the Facility: (i) is likely to endanger the safety of persons and/or property; (ii) is likely to endanger the integrity of Company System; or (iii) is likely to have an adverse effect on the equipment of Company’s customers, then in each case (i) through (iii), Company shall have the right to disconnect the Facility from Company System as provided in Section 4.1(C) (Safety of Persons and/or Property).
(b) If the Facility is separated from Company System for any reason, under no circumstances shall Seller reclose into the Company System without first obtaining specific approval to do so from the Company System Operator, which approval shall be granted promptly upon the removal of the cause of the condition in Section 3.2(B)(4)(a) above. The Facility shall remain disconnected until such time that the condition specified under Section

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3.2(B)(4)(a) above has been corrected, and the Company shall not be obligated to accept or pay for any energy which might otherwise have been received from the Facility during such period. If Company disconnects the Facility from the Company System, it shall immediately notify Seller by voice communication and thereafter confirm in writing the reasons for the disconnection.
(5) Operating and Maintenance Records .
(a) Seller’s Logs . Logs shall be kept by Seller for information on unit availability, including reasons for planned outages and Forced Outages, circuit breaker trip operations, relay operations, and notations of abnormal operating conditions and events. Seller shall also maintain operational records including target indications, relay reports, and other recorded operational data such as MW, MVAr, and voltages. Information shall be kept for unit availability including reasons for planned outages and Forced Outages, circuit breaker trip operations, relay operations, including target initiation and other unusual events. The Company shall have the right to review logs and other operational records such as relay target indications, relay reports, and other recorded operational data. Seller will provide the Company with logs and other relevant data through written reports upon Forced Outages, planned outages, forced and planned derations, or Unit Trips, within ten (10) Days of the event. This shall include the recorded data and available reports generated from data from monitoring and recording equipment capable of diagnosing the cause for loss of power output from the Facility and report the cause, as required in Section 3.2(A)(6) (Facility Protection Equipment). Reports will include the date and time of the occurrence as well as the cause of the Unit Trip, deration, or Forced Outage. The Company shall have the right to request reasonable additional information if necessary to evaluate the incident. Attachment L (Unit Incident Report) is an example of a written report.
(b) Periodic Reviews . Company may require periodic reviews of Seller’s Facility, maintenance records, available operating procedures and policies, and relay settings, and Seller shall implement changes Company deems necessary for parallel operation or to protect the Company System from damages resulting from the parallel operation of Seller’s Facility with the Company System, subject to the terms and conditions of this Agreement.
(c) Company Access to Seller’s Logs . Company shall have the right at its sole cost and expense at reasonable times and upon reasonable notice to review and copy any such items upon request.
(d) Seller’s Monthly Report . Seller shall provide EAF and EFOR, calculations each month calculated on a monthly basis for the Facility, showing the underlying calculations and supporting data, consistent with NERC GADS methodology. The supporting data reported shall include planned derated hours, unplanned derated hours, average derated kW during the derated hours, scheduled maintenance hours, average derated kW during scheduled maintenance hours, the number of turbine starts, hours on-control and hours on-line using definitions provided by, and/or consistent with, NERC GADS. Seller shall also provide average Available Capacity on an hourly basis, and a monthly Available Capacity which is based on the average hourly Available Capacity for the month, except where the Available Capacity for a

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given hour is greater than the Firm Capacity, its contribution to the monthly average Available Capacity will be the Firm Capacity. Calculations will be provided within three (3) Business Days of the end of the month being reported. Company shall have the right to request reasonable additional information if necessary to further evaluate these calculations.
(6) Schedule of Outages
(a) 60-Month Schedule . Prior to June 1 of each Calendar Year, Seller shall submit for review and comment by Company an initial schedule of expected electric energy delivery periods for the sixty (60) month period beginning with January of the following Calendar Year (the “ 60-Month Schedule ”). The 60-Month Schedule shall supersede any previous 60-Month Schedule and state the periods of operation, the dates and duration of all scheduled shutdowns, reductions of output, and scheduled maintenance, and the reasons therefor, including the scope of work for the maintenance requiring shutdown or reduction in output of the Facility. Seller shall (i) revise such 60-Month Schedule to accommodate reasonable requests made by Company no later than December 1 of the Calendar Year preceding the Calendar Year in which a scheduled revision is requested to take place; provided that, if the requested revision is one of timing, the revised date(s) shall be within the same Calendar Year as scheduled, so long as such revised schedule is consistent with Good Engineering and Operating Practices and does not, or is not reasonably likely to, have a material adverse effect on the performance of the Facility; and (ii) use commercially reasonable efforts, consistent with Good Engineering and Operating Practices, to accommodate any subsequent changes in such 60-Month Schedule (either delaying or advancing such 60-Month Schedule) reasonably requested by Company in the event that Company is experiencing or expecting to experience a short-term shortage of supply of energy, capacity or both or any other operational or electrical problems with Company System.
(b) Company’s Replacement Costs . If the actual duration of a planned outage for the Facility exceeds the scheduled time planned for such outage, Seller shall pay to Company the difference between Company’s costs for the unscheduled replacement energy and the energy costs, including but not limited to fuel costs, that would have been incurred if the Facility had produced the energy for the entire time the unscheduled replacement energy was necessary. Replacement costs in these cases will be for the specific equipment which Company designates as having produced such replacement energy. This provision shall not apply in the event that Seller demonstrates that the extension is due to the discovery and prompt reporting to Company of a major equipment problem which Seller could not have reasonably anticipated prior to beginning the outage, provided that, following the discovery Seller makes commercially reasonable efforts (to include, but not be limited to, supplemental manpower, extended overtime, expedited work by service shops, and expedited shipment of parts and material) to take measures which will return the Facility to service as soon as possible.
(c) Normal Annual Maintenance Requirements . The normal annual maintenance requirements for the Facility are the equivalent of two (2) contiguous weeks of full plant outage each Calendar Year, with four (4) contiguous weeks of full plant outage every fifth (5 th ) year.

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(d) Approval By Company . Seller shall not schedule any maintenance not listed on the 60-Month Schedule that will reduce or eliminate electric output of the Facility without coordination with and approval of Company, which approval shall not be unreasonably withheld, delayed or conditioned, and shall use commercially reasonable efforts to provide Company with as much advance notice as is practicable prior to removing the Facility from service for such maintenance. Such removal from service will be reflected in the availability performance statistics and designated as a maintenance outage or deration, Forced Outage or deration, or scheduled outage or deration extension in accordance with NERC GADS Reporting Instructions.
(e) Potential Catastrophic Equipment Failure . If Seller believes that an outage is required to prevent Catastrophic Equipment Failure, Seller shall notify Company as soon as practicable and Company shall promptly act, upon Seller’s request, to approve such outage, which approval shall not be unreasonably withheld, delayed or conditioned. The determination as to whether or not the outage constitutes a maintenance outage or a Forced Outage will be made in accordance with the NERC GADS Reporting Instructions referenced by this Agreement.
(f) Communication to Company after Forced Outages and Derations . In the event of a Forced Outage or deration, Seller shall inform the Company of the cause of the Forced Outage or deration, plans to address cause of the Forced Outage or deration, and anticipated dates and values of capacity increases and restorations(s) as soon as practical, but in no event later than one (1) hour after the Forced Outage or deration occurs. Seller shall immediately inform Company of changes in the expected duration of the Forced Outage unless relieved of this obligation by Company for the duration of each Forced Outage. Seller shall maintain sufficient data recording and monitoring equipment to enable diagnosis and cause of equipment trips, Forced Outages, and derations.
(7) Seller’s Obligation to Maintain Workforce . If Seller experiences a work stoppage, work slowdown or walkout as a result of a labor dispute with its employees, or between any entity with which Seller has subcontracted or to which Seller or any affiliate of Seller has assigned its rights and obligations, pursuant to the operation and maintenance contract between Seller and any affiliate of Seller, and the employees of such entity, Seller shall, to the extent permitted by law, provide an adequate, qualified workforce to operate and maintain the Facility within ninety-six (96) hours after such stoppage, slowdown or walkout begins. If Seller fails to meet this obligation, it shall pay to Company pursuant to Section 9.2(D) (Damages in the Event of Seller Labor Disputes) the sum of Five Thousand Dollars ($5,000) for each Day or partial Day after the expiration of such ninety-six (96) hour period during which such adequate, qualified workforce was not provided and there is a reduction in output below the level called for by normal Company Dispatch up to a maximum period of fourteen (14) Days. Seller shall provide prompt written notice to Company as to the date and time at which it has met this obligation. If, at any time after the aforesaid ninety-six (96) hour period has expired, but during the continuation of Seller work stoppage, slowdown or walkout, the Facility is experiencing a reduction in output below the level called for by normal Company Dispatch, it shall be presumed that such reduction is the result of a lack of an adequate, qualified workforce unless Seller proves to Company’s satisfaction, or, in the event of a Dispute

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pursuant to Article 17 (Dispute Resolution), Seller proves in such an arbitration, that such reduction is attributable to other causes.
(C) Delivery of Power to Company . Seller shall operate the Facility in the following manner to provide power to Company in accordance with this Section 3.2(C) (Delivery of Power to Company).
(1) Voltage/Reactive Power Requirements
(a) Electricity generated by Seller shall be delivered to the Company at the Point of Interconnection in the form of 3-phase, 60 hertz (nominal) alternating current at the normal operating voltage of 69 kV. The actual operating voltage will be determined by Company.
(b) The Facility must deliver power up to the Firm Capacity at a power factor between 0.90 lagging and 0.95 leading to the Company System. The Facility generator must be capable of automatically adjusting reactive control to maintain the bus voltage at the Point of Interconnection to meet the scheduled voltage set point target specified by the Company System Operator. The voltage target will be specified remotely by the Company System Operator through the SCADA/EMS. The Facility’s voltage set point target must reflect the Company voltage set point target issued from the SCADA/EMS, without delay. The generator should not normally operate on a fixed var or fixed power factor setting except during startup or shutdown or if agreed by Company. The voltage setpoint target, and present Facility minimum and maximum reactive power limits based on the Facility real power export and the unit capability curve shall be provided to the Company EMS through the RTU telemetry interface.
(c) The Facility shall have under-voltage and over-voltage ride through capability. The Facility shall behave as follows during under-voltage disturbances and over-voltage disturbances (“V” is the voltage of any of the three phases at the Point of Interconnection). For alarm conditions the Facility should not disconnect from the Company System unless Seller reasonably determines based upon Good Engineering and Operating Practices that the Facility’s equipment is at risk of damage. This is necessary in order to coordinate with the existing Company System:
V ≥ 0.80 pu     
The Facility remains connected to the Company System in continuous operation.


0.00 pu ≤ V < 0.80 pu     
The Facility remains connected to the Company System and in continuous operation for a minimum of 600 milliseconds (while “V” remains in this range). The Facility may initiate an alarm if “V” remains in this range for more than 600 milliseconds; the duration of the event is measured from the point at which the

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voltage drops below 0.75 pu. and ends when the voltage is at or above .75 pu. The 600 milliseconds represents a delayed clearing time of 30 cycles plus breaker opening time.
1.00 pu ≤ V < 1.10 pu     
The Facility remains connected to the Company System and in continuous operation.

1.10 pu ≤ V <1.15 pu     
The Facility remains connected to the Company System and in continuous operation no less than thirty (30) seconds; the duration of the event is measured from the point at which the voltage increases at or above 1.10 pu and ends when voltage is at or below 1.10 pu.

1.15 pu ≤ V
The Facility remains connected to the Company System and in continuous operation for as long as possible as allowed by the equipment operational limitations (i.e.; the generator manufacturer’s recommended time interval).

(d) Protective 27 relaying (undervoltage) will be set to alarm only.

(2) Frequency Requirements .
(a) Nominal system frequency is 60 Hz.
(b) Droop Characteristic . The governor unit speed-droop characteristic shall have a nominal setting of 4 percent (4%) with no intentional deadband, with 70% of the droop response to be available within 15-seconds of the initial event triggering a frequency deviation and 100% within 30-seconds. The droop setting shall be tunable and be determined during commissioning. This setting shall be changed upon Company’s written request as necessary for grid droop response coordination.
(c) The Facility shall be capable of operating in isochronous (zero droop) or droop mode. The mode of operation will be at the request of the Company System Operator and shall be capable of changing modes of operation while online.
(d) The dynamic response and tuning of the Facility unit controls was critical to the assessment of the system impact in the Interconnection Requirements Study. The actual dynamic response of the units will be tested during commissioning and reflected in the transient stability performance during under-frequency and over-frequency events.

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(e) Performance during underfrequency events . The Facility is required to remain in continuous operation during and following under-frequency conditions as described below. During these conditions the Facility is to remain connected and continue exporting power (with export reflecting the appropriate proportional droop response). The Facility shall, at a minimum, behave as follows during an under-frequency disturbance (“f” is the system frequency at the Point of Interconnection):
f > 57.0 Hz
The Facility remains connected to the Company System and in continuous operation.

56.0 Hz < f < 57.0 Hz -
The Facility remains connected to the Company System and in continuous operation for at least six (6) seconds per event. The duration of the event is from the point at which the frequency is below 57 Hz and ends when the frequency is at or above 57 Hz. The Facility may initiate an alarm if frequency remains in this range for more than six (6) seconds.

f < 56.0 Hz -
The Facility remains connected to the Company System and in continuous operation for the duration allowed by the equipment operational limitations. The Facility may initiate an alarm immediately.

For alarm conditions the Facility should not disconnect from the Company System unless Seller reasonably determines based upon Good Engineering and Operating Practices that the Facility’s equipment is at risk of damage.

(f) Performance during over-frequency events: The Facility is required to behave as follows during over-frequency conditions (“f” is the system frequency at the Point of Interconnection):

f < 61.5 Hz -
The Facility remains connected to the Company System and in continuous operation. Export of power shall continue with output adjusted as appropriate for Facility droop response specified in Section 3.2(C)(2) (Frequency Requirements).


61.5 Hz < f < 63.0 Hz -
The Facility remains connected to the Company System for at least ten (10) seconds during which power export shall continue as modified by the droop response

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specified in Section 3.2(C)(2) (Frequency Requirements). After ten seconds the Facility may initiate an alarm and the Facility remains connected and producing power for the duration allowed by the equipment operational limitations. The duration of condition is from the point at which the frequency is above 61.5 Hz and ends when the frequency is at or below 61.5 Hz.

f > 63 -     
The Facility remains connected to the Company System for the duration allowed by the equipment operational limitations. Export of power shall continue as modified by the droop response specified in Section 3.2(C)(2) (Frequency Requirements). The Facility may initiate an alarm immediately.

For alarm conditions the Facility should not disconnect from the Company System unless Seller reasonably determines based upon Good Engineering and Operating Practices that the Facility’s equipment is at risk of damage.

(g) Quick Load Pick-up . The Facility will provide up to three (3) MW Quick Load Pick-Up (“ QLPU ”) during any three second period as an automated response to a drop in frequency when the output of the Facility is in the range of seven (7) to seventeen and one-half (17.5) MW. The actual amount of QLPU will be determine by the droop setting and change in frequency.
(h) During a frequency disturbance, the power export during steady-state conditions prior to the frequency disturbance shall not override the export in power droop during sustained off-normal frequency conditions. The export of power shall continue at the pre-disturbance export (nominal 60 Hz) as modified by the proportional droop response for off-normal frequencies, unless the dispatch is intentionally adjusted. Adjustments to dispatch level during off-normal frequency conditions may be made locally by the Facility Personnel or remotely by Company through the EMS or as directed by the Company System Operator.
(i) The Facility will return to the output levels (relative to nominal sixty (60) Hz, as adjusted by droop) following the under or over frequency conditions, unless directed otherwise by the Company System Operator (or if intentionally adjusted by local or remote dispatch.)
(j) Company shall have the right to utilize the Facility generation for supplemental frequency control, in addition to economically dispatched load following, through dispatch under the Company EMS to regulate frequency on the Company System consistent with this Section 3.2(C) (Delivery of Power to Company).
(k) Protective 81 relaying (o/u) will be set to alarm only.

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(3) Real Power Delivery .

(a) Seller shall deliver the electricity contracted for under this Agreement to the Company System at the Point of Interconnection.
(b) During the Term, Seller shall deliver to Company for Company Dispatch the entire Net Real Power of the Facility. Company may take up to the entire Available Capacity of the Facility, subject to the terms and conditions of this Agreement.
(c) The Facility shall be subject to generator real-power dispatch by the Company’s EMS through a single control interface. Remote dispatch shall be provided between the range of seven (7) MW to the Available Capacity for the purpose of system balancing and frequency control. Remote dispatch shall be performed for economic dispatch between the range of ten (10) MW to the Available Capacity. The response of the Facility to Company Dispatch signals shall be immediate and allow the Facility to achieve the ramp rates set forth in Section 3.2(C)(3)(g) (Ramp Rates).. The dispatch request shall reflect net MW from the Facility at the Point of Interconnection. The implementation of the remote dispatch control by Seller shall not result in overriding the Facility droop response as specified in Section 3.2(C)(2) (Frequency Requirements). Seller shall develop, in consultation with Company, the detailed interface design for the AGC control, which shall be approved by Company prior to implementing Seller’s Control System.
(d) Refusal to comply with Company Dispatch shall result in an unreported derating, if the output is less than the dispatch request, from the time that such dispatch request was received until such time as Seller complies with such dispatch request.
(e) The Facility may disable remote dispatch by Company for abnormal Facility operations such as equipment malfunctions, breakdowns, etc. The disabling of remote dispatch control by Seller shall be immediately indicated through a status provided to Company through the RTU telemetry interface to the EMS.
(f) Minimum Load Capability . The Facility shall allow for a net minimum load capability under remote dispatch of seven (7) MW at Company’s sole discretion as necessary due to system constraints, system balancing and frequency control. The output of the Facility may be directed to operate at less than the net minimum load capability of seven (7) MW by instruction from the Company System Operator under disturbances or other unusual operating conditions which could be mitigated or addressed by the reduction of the Facility in the judgment of the Company System Operator, such as, but not limited to: excess energy conditions due to abnormal operating conditions such as could be caused by unexpected loss of load, system over-frequency, transmission equipment overload or risk of transmission overloads due to contingencies, and high voltages in the vicinity of the interconnection.
(g) Ramp Rates .  At no time shall the available ramp rate for Company Dispatch be less than one (1.0) MW per minute for Facility output between 7 MW net to 10 MW net, or less than one-and-a-half (1.5) MW per minute for Facility output between 10 MW net to 15 MW net, or less than two (2.0) MW per minute for Facility output between 15 MW net and the Available Capacity.  Without limiting the foregoing, Seller shall use Good

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Engineering and Operating Practices, including the use of supplemental biodiesel firing, to  achieve an available ramp rate for Company Dispatch of two (2.0) MW per minute at all levels of Facility output between 7 MW and the Available Capacity.  When requested by Company through its remote dispatch or by other means, under emergency conditions, Seller shall use commercially reasonable efforts to maximize such ramp rates, greater than two (2.0) MW per minute, to the extent the Facility is capable of doing so within manufacturer’s specifications and warranties.  Seller shall inform Company of the maximum available ramp rate under remote control.

(h) Facility design and implementation shall be such as to minimize potential for single points of failure resulting in total loss of Facility power output.
(4) Harmonics Standards . Harmonic distortion caused by the Facility shall not exceed the limits stated in IEEE Standard 519-1992 “Recommended Practices and Requirements for Harmonic Control in Electric Power Systems” (or latest version). Seller is responsible for the installation of any necessary controls on hardware to limit the voltage and current harmonics generated from the Facility to levels defined in IEEE Standard 519-1992 (or latest version).
(5) Generator H Constant . In recognition of the Company System’s stability concerns, the Facility generator shall have an H constant of 3.16 or higher. A lower value of H constant may be accepted by Company if supported by a system stability study performed by Company and paid for by Seller. In any case, Seller must obtain Company’s written approval, which approval shall not be unreasonably withheld, of the H constant in the installed equipment.
(6) Operation of Synchronizing Breakers . Seller shall have the ability to trip and close its generator synchronizing breakers located at the Facility. Company will have trip control only and breaker status indication of the Facility generator synchronizing breakers. Seller shall notify Company of all operations of its generator synchronizing breaker in advance of such operation if practicable.
(7) Short Circuit Ratio . The short circuit ratio shall be between 0.4 and 1.0 inclusive.
(8) Open Circuit Transient Field Time Constant . The open circuit transient field time constant shall be thirteen (13) seconds or less.
(9) Generator Step-Up Transformer Impedance . The generator step-up transformer impedance shall be between seven percent (7%) and nine percent (9%), inclusive, on transformer OA rating.




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(10) Generator Excitation System . The excitation system for the generator shall be designed for the following capabilities and attributes:
(a) Ceiling Voltage. The excitation system ceiling voltage shall be at least four hundred percent (400%) of rated main generator field voltage.
(b) Response Ratio . The excitation system response ratio shall be three (3) or higher.
(c) Rotating Regulator . The excitation system shall have a brushless rotating exciter with static voltage regulation.
(d) Field Forcing Ability. The excitation system shall have field forcing ability.
(e) Excitation Source Immunity. The excitation source shall be immune to variations in system voltage as described under Section 3.2(C)(1) (Voltage/Reactive Power Requirements).
(f) Voltage/Reactive Power Requirements. The Facility shall have compound sources of power for its excitation system so that, in the event of a Company System fault, the Facility’s generator field does not collapse.
(11) Control Systems . The power source for control systems will be designed to be immune from system transients in accordance with Section 3.2(A)(6) (Facility Protection Equipment) and to meet the performance during under/over voltage and under/over frequency conditions pursuant to this Section 3.2(C) (Delivery of Power to the Company).
(12) Start-up Periods . The maximum time to full load under normal (non-emergency) system conditions shall be thirty (30) minutes when the unit has been off line for less than five (5) hours and two (2) hours for cold start-ups. When requested by Company under emergency conditions, Seller shall use commercially reasonable efforts to accelerate such start-up periods to the extent the Facility is capable of doing so within manufacturer’s specifications and warranties.
(13) Acceptance and Capacity Tests . Seller shall conduct and satisfactorily complete the Acceptance Tests to demonstrate to Company’s satisfaction that Seller is capable of complying with the requirements of this Section 3.2(C) (Delivery of Power to Company) and other requirements of this Agreement (including completing the modifications to the Facility pursuant to Attachment A (Diagram of Interconnection), and subsequently the Capacity Test in accordance with the testing procedures set forth in Attachment K (Acceptance And Capacity Testing Procedures). As provided in Section 2.3(A)(3)(c) (Acceptance Test), passing the Acceptance Test is a condition precedent to achieving the Commercial Operation Date. Following the Commercial Operation Date, the Capacity Charge payments shall be governed by Section 5.1(G) (Capacity Charge). As provided in Section 2.3(A)(4) (On or Before Commencement of Capacity Charge Payments), passing the Capacity Test is a condition precedent to commencement of Capacity Charge payments.


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(D) Warranties and Guarantees of Performance
(1) Renewable Energy Facility . Seller warrants and guarantees that the Facility will utilize Fuel as defined in this Agreement.
(2) Equivalent Availability Factor . Seller warrants and guarantees that, in each Contract Year during the Term, after the first Contract Year, the Facility will achieve an EAF of 90%. If a Force Majeure event(s) occurs, the Force Majeure period shall not count for the purposes of calculating EAF to compute Liquidated Damages or Event of Default criteria, but only to the extent that Seller’s inability to perform is caused by one (1) or more Force Majeure event(s).
(3) Equivalent Forced Outage Rate . Seller warrants and guarantees that, in each Contract Year during the Term after the first Contract Year, the Facility will not exceed a five percent (5%) EFOR. If a Force Majeure event(s) occurs, the Force Majeure period shall not count for the purposes of calculating EFOR to compute Liquidated Damages or Event of Default criteria, but only to the extent that Seller’s inability to perform is caused by one (1) or more Force Majeure event(s).
(4) (Reserved) .
(5) Power Quality . Seller warrants and guarantees that the Facility will produce electric energy that meets the quality standards in Section 3.2(C)(l) (Voltage / Reactive Power Requirements), Section 3.2(C)(2) (Frequency Requirements), Section 3.2(C)(3) (Real Power Delivery), and Section 3.2(C)(4) (Harmonics Standards).
(6) Unit Trips . Seller warrants and guarantees that, during the first Contract Year, the Unit Trips of the Facility will not exceed four (4), and after the first Contract Year, the Unit Trips of the Facility will not exceed three (3) per annum.
(7) Liquidated Damages . In the event Seller fails to satisfy the warranties and guarantees of performance in this Section 3.2(D) (Warranties and Guarantees of Performance), Seller shall be liable for Liquidated Damages as provided in Article 9 (Liquidated Damages).
(8) Exclusive Warranties of Performance . The foregoing warranties and guarantees of performance constitute the exclusive warranties and guarantees of performance under this Agreement and operate in lieu of all other warranties and guarantees of performance, whether oral or written. Seller and Company disclaim any other warranty and guarantee of performance, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose.
(E) Metering, Generator Remote Control, Data Acquisition/Communications
(1) Meters
(a) Seller shall furnish, install and maintain in accordance with Company’s requirements and at no charge to Company, all conductors, service switches, fuses,


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meter sockets and cases, meter and instrument transformers, switchboard meter test switches, meter panels, steel structures and similar devices required for service connection and meter installations. The Interconnection Agreement between Company and Seller, a form of which is attached to this Agreement as Attachment E (Interconnection Agreement), shall identify in greater detail the equipment and devices to be furnished by Seller and the specifications and performance standards for such equipment and devices.
(b) Company shall purchase and own meters suitable for measuring the integrated Net Real Power of the Facility in kW and kWh on a time of use basis and of reactive power flow in kilovar and kilovarhours. Company will calibrate these devices in accordance with the latest edition of the American National Standards Institute Code for Electricity Metering. The kilovarhour meters shall be ratcheted to prevent reversal in the event the power factor is leading. Company shall install, maintain and annually test such meters, and Seller shall reimburse Company on an annual basis for all reasonably incurred costs and expenses (including applicable Hawaii General Excise Taxes) for such installation, maintenance and testing work. Seller shall install, maintain and test revenue meter PT's and CT's every five years. Company shall install two (2) complete sets of metering equipment using one set of instrument transformers for each metering station. Seller may, at its own expense, monitor (by electronic means or otherwise) any meters described in this Section 3.2(E)(1 ) (Meters) and shall inform Company of any errors in such meter readings.
(2) Communications, Telemetering and Generator Remote Control Equipment
(a) At Seller’s expense, Company shall purchase, install and own such communications, telemetering, remote control equipment, and all equipment related thereto as may reasonably be required in order to allow Company to dispatch the electric energy from the Facility as required to optimize economic and reliable operation of Company System.
(b) In addition, at Seller’s expense, Company shall purchase, install and own communications, telemetering, and other related equipment, as Company reasonably deems appropriate, so Company can access information from Seller’s operation including but not limited to the information necessary for Company to utilize its EMS and information on breaker position, generator amps, vars, voltage, var limits, and other information required by Company to monitor and control the Facility in accordance with the terms of this Agreement. All equipment in this Section 3.2(E)(2) (Communications, Telemetering and Generator Remote Control Equipment) shall meet Company’s reasonable specifications for transmission of data to locations specified by Company. Seller shall reimburse Company for its reasonable engineering, procurement, installation, equipment testing, and maintenance costs for installing and maintaining such communications, telemetering and remote control equipment (including but not limited to the Remote Terminal Unit, generator control unit, and generator control panel). Seller shall install transducers as specified by Company, metering, Company-specified test switches for transducers and metering, AC and DC sources, telephone lines and/or microwave communication, and interconnecting wiring with proper identification for supervisory and communications equipment at no cost to Company. Subsequent to the Commercial Operation Date, Company may purchase and install additional communications, telemetering, and remote control equipment and may require Seller to install at Company’s

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expense, any reasonably necessary additional transducers, test switches, AC and DC sources, telephone lines and interconnecting wiring at any time during the Term; provided such installation is not disruptive to Seller’s operation of the Facility.
(3) Meter Testing . Company shall provide at least twenty-four (24) hours’ notice to Seller prior to any test it may perform on the metering or telemetering equipment. Seller shall have the right to have a representative present during each such test. Either Party may request additional tests in addition to the annual test provided for in Section 3.2(E)(l) (Meters) and such Party shall pay the cost of such additional test. If any of the metering equipment is found to be inaccurate at any time, Company shall promptly cause such equipment to be made accurate, and the period of inaccuracy, as well as the estimate for correct meter readings, shall be determined in accordance with Section 3.2(E)(4) (Corrections).
(4) Corrections . If any test of metering equipment conducted by Company indicates that its meter readings are in error by one percent (1%) or more, the meter readings from such equipment shall be corrected as follows: (i) determine the error by testing the meter at approximately ten percent (10%) of the rated current (test amperes) specified for the meter; (ii) determine the error by testing the meter at approximately one hundred percent (100%) of the rated current (test amperes) specified for the meter; and (iii) the average meter error shall then be computed as the sum of one-fifth (1/5) the error determined in (i) and four-fifths (4/5) the error determined in (ii). The average meter error shall be used to adjust the bills for the amount of electric energy supplied to Company for the previous six (6) Months from the Facility, unless Company’s or Seller’s records conclusively establish that such error existed for a greater or lesser period, in which case the correction shall cover such actual period of error, except as specified in Section 6.4 (Adjustments).
(F) Fuel and Other Materials
(1) Fuel . Seller shall be responsible for acquiring, transporting and storing at the Facility adequate supplies of Fuel and other materials used in the operation of the Facility during the Term. An adequate supply of Fuel at the Facility shall include sufficient Fuel to operate the Facility for at least thirty-seven (37) Days including thirty (30) Days of readily available log storage and seven (7) Days of prepared biomass fuel, which shall be determined by Seller in good faith based upon (i) the average level of Company Dispatch during the previous six (6) Months and (ii) the expected level of Company Dispatch during the following month as indicated by Company, pursuant to Section 3.3(A)(2) (Dispatch Forecast). Seller shall promptly notify Company should Fuel supplies fall below these levels.
(2) Fuel Report . Where applicable, Seller shall be responsible for providing Company with the annual Fuel Report in the format described in Section 2.3(A)(2) (Executed Project Documents) which demonstrates Seller’s plans to acquire Fuel to support the operation of the Facility pursuant to the terms and conditions of the Agreement for the Term of the Agreement. The Fuel Report shall include but not be limited to forestry development plan, crop rotation, harvesting and regeneration rates and schedule, silviculture practices in place, tree condition (or biomass crop), inventory, growth progress as well as cost of harvesting, processing and hauling to plant site to support the operation of the plant at warranted levels for the remaining life of the contact. The Fuel Report will include long term plans for the

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sustainable fuel inventory with 5, 10 and 15 year projections. The Fuel Report will also include copies of all fuel harvesting contracts, land leases and other pertinent information to reasonably satisfy Company that the Fuel Report is adequate for continuous operations for the Term of this Agreement; provided that contracts, leases and other evidence of long-term agreements supporting the ability of Seller to perform under this Agreement and which have been submitted as part of a prior Fuel Report need not be resubmitted with future Fuel Reports to the extent those documents and agreements have not been amended or modified in any way. Seller shall provide its first Fuel Report to Company prior to the Parties’ execution of the Agreement. Thereafter, Seller shall submit to Company a Fuel Report update by January 1 of each Calendar Year the Agreement remains in force. Company shall have the right to comment on such annual report within thirty (30) Days of receipt, and to suggest reasonable modifications thereto which are consistent with the terms and conditions of this Agreement, which suggested modifications Seller will consider in its reasonable discretion and inform Company within thirty (30) Days of receipt of such suggestions, whether it will make such changes. If so, a revised report shall be issued within thirty (30) Days thereafter.
(3) Renegotiation . Should the Fuel Report filed immediately prior to the transition from initial plantation harvesting to leucaena harvesting indicate a variance in the projected costs of cultivation, harvesting, processing and hauling of fuel of more than 10% from that reflected in the first Fuel Report, the parties agree to renegotiate the Agreement pricing such that savings due to lower fuel costs shall be reflected in the Agreement energy pricing for future years.
(4) Audit Rights for Inspection of Fuel Storage . Company shall have the right throughout the Term, and following the end of the Term, as extended, upon reasonable prior notice, to (i) inspect the Fuel stored at the Facility, and (ii) audit the books and records of Seller (which may be redacted to protect suppliers’ confidential commercial information) to verify Seller’s compliance with Section 3.2(F)(1) (Fuel). Seller shall make such records available at its offices in Hawaii during normal business hours.
(G) Waste Handling . Seller shall be responsible for the handling and proper disposal of any waste products produced by the Facility, including but not limited to waste water and ash, and for any costs associated therewith. Seller shall comply with all applicable laws, rules and regulations in executing its duties.
(H) Emissions . Seller shall be responsible for the control and consequences of any and all emissions produced as a result of operation of the Facility and for all costs and expenses associated therewith.
(I) Compliance with Laws . Seller shall at all times comply with all valid and applicable federal, state and local laws, rules, regulations, orders, ordinance, permit conditions and other governmental actions (collectively “ Laws ”) and shall be responsible for all costs associated therewith. To the extent any such Laws would hinder Seller’s ability to operate the Facility in full compliance with all requirements of this Agreement, Seller shall make commercially reasonable efforts to obtain a waiver or exemption from such Laws to the extent available.

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(J) Adequate Spare Parts . Seller shall at all times keep on hand or have ready access to sufficient spare parts to maintain the Facility in a manner which provides reasonable assurance, consistent with Good Engineering and Operating Practices, that the performance of the Facility will meet the requirements of this Agreement.
(K) Periodic Meetings . Seller’s General Manager or an appropriate alternate designated representative of Seller satisfactory to Company shall attend periodic meetings with appropriate Company representatives, as such meetings may be requested by either Party from time to time, and each Party shall be prepared to discuss Facility operations and maintenance and interface with Company System operations. Such meetings may be regularly scheduled or called by either Party specifically to address particular problem areas.
(L) Notice of Certain Events . To the extent any of the following events occur and could reasonably be likely to have a material adverse effect on Seller’s performance under this Agreement, Seller shall provide Company with timely written notice of the occurrence of such event and Seller’s proposed measures to ensure that such event will not lead to an Event of Default or otherwise materially impair Seller’s ability to perform its obligations under this Agreement:
(1) Reserved .
(2) Reserved .
(3) Payments for Materials or Labor . Seller shall fail to make any payment for materials or labor used in the engineering, design, construction, maintenance or operation of the Facility exceeding One Million Dollars ($1,000,000) in the aggregate within ninety (90) Days after the due date thereof, except for payment obligations contested in good faith by Seller or adequately bonded to the reasonable satisfaction of Company or contract retentions withheld during Seller’s review of a contractor’s performance.
(4) Financing Documents . The Financing Parties shall declare an event of default under the Financing Documents.
(5) Permits . Seller shall have received any notice that it is not in compliance with any of the Permits that enable Seller to operate the Facility.
(M) Financial Compliance
(1) Financial Compliance . Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the “ Information ”), reasonably requested by Company for purposes of permitting Company and its parent company, HEI, to comply with the requirements (initial and on-going) of (i) the accounting principles of Financial Accounting Standards Board (“ FASB ”) Accounting Standards Codification 810, Consolidation (“ FASB ASC 810 ”), (ii) Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX 404 ”), (iii) FASB ASC 840 Leases (“ FASB ASC 840 ”), and (iv) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404 and FASB ASC 840 issued by the FASB, Securities and Exchange

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Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other Governmental Authorities. In addition, if required by Company in order to meet its compliance obligations, Seller shall allow Company or its independent auditor, to audit, to the extent reasonably required, Seller’s financial records, including its system of internal controls over financial reporting; provided, however, that Company shall be responsible for all costs associated with the foregoing, including but not limited to Seller’s reasonable internal costs. Company shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in Company's monitoring, dispatch or scheduling of Seller and/or the Facility, or the administration of this Agreement, from having access to such Information (unless approved in writing in advance, by Seller).
(2) Confidentiality . Company shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 3.2(M) (Financial Compliance). Company may share the Information on a confidential basis with HEI and the independent auditors and attorneys for HEI and Company. (Company, HEI, and their respective independent auditors and attorneys are collectively referred to in this Section 3.2(M) (Financial Compliance) as “ Recipient ”). If either Company, or HEI, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Seller and/or this Agreement is necessary, Company, and HEI each shall have the right to disclose such of the Information as Company or HEI, as applicable, reasonably determines is necessary to satisfy applicable disclosure and reporting or other requirements and give Seller prompt written notice thereof (in advance to the extent practicable under the circumstances). If Company or HEI disclose Information pursuant to the preceding sentence, Company and HEI shall, without limitation to the generality of the preceding sentence, have the right to disclose Information to the PUC and the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs of the State of Hawaii (“ Consumer Advocate ”) in connection with the PUC’s rate making activities for Company and other HEI affiliated entities, provided that, if the scope or content of the Information to be disclosed to the PUC exceeds or is more detailed than that disclosed pursuant to the preceding sentence, such Information will not be disclosed until the PUC first issues a protective order to protect the confidentiality of such Information. Neither Company nor HEI shall use the Information for any purpose other than as permitted under this Section 3.2(M ) (Financial Compliance).
(3) Required Disclosure . In circumstances other than those addressed in the immediately preceding paragraph, if any Recipient becomes legally compelled under applicable law or by legal process ( e.g ., deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or a portion of the Information, such Recipient shall undertake reasonable efforts to provide Seller with prompt notice of such legal requirement prior to disclosure so that Seller may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 3.2(M ) (Financial Compliance). If such protective order or other remedy is not obtained, or if Seller waives compliance with the provisions at this Section 3.2(M) (Financial Compliance), Recipient shall furnish only that portion of the Information which it is legally required to so furnish and to use reasonable efforts to obtain assurance that confidential treatment will be accorded to any disclosed material.

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(4) Exclusions from Confidentiality . The obligation of nondisclosure and restricted use imposed on each Recipient under this Section 3.2(M) (Financial Compliance) shall not extend to any portion(s) of the Information which (i) was known to such Recipient prior to receipt, or (ii) without the fault of such Recipient is available or becomes available to the general public, or (iii) is received by such Recipient from a third party not bound by an obligation or duty of confidentiality.
(5) Consolidation and Capital Lease . Neither Company nor Seller want to be subject to consolidation and capital lease treatment as set forth in FASB ASC 810 and 840, respectively, as issued and amended from time to time by FASB. Company and Seller acknowledge that as of the Execution Date, this Agreement does not cause Seller to be consolidated into Company’s financial statements, nor does this Agreement constitute a capital lease.
(a) Consolidation and Capital Lease . In the event that, following the Execution Date, any changed circumstances, including, but not limited to, revised accounting rules and interpretations thereof, result in (i) this Agreement causing Seller to be consolidated into Company’s financial statements, or (ii) this Agreement being considered a capital lease, then the Parties will take all commercially reasonable steps, including modification of this Agreement, to eliminate the consolidation treatment or the capital lease treatment, while preserving the economic "benefit of the bargain" to both Parties. In the event the consolidation treatment or the capital lease treatment cannot be eliminated and the economic “benefit of the bargain” to both Parties cannot be maintained on a mutually acceptable basis, then Seller shall, within 90 days, reduce its Gearing Ratio as of the date of the determination of either consolidation as set forth in (i) above or capital lease treatment as set for in (ii) above, to 90% of Company’s Gearing Ratio as of the determination date. If Seller fails to reduce its Gearing Ratio in accordance with the preceding sentence, then Company may terminate this Agreement.
(b) Notwithstanding the foregoing, under any circumstances where Company shall be required to consolidate Seller into Company’s financial statements, Seller shall immediately provide audited financial statements (including footnotes) in accordance with U.S. generally accepted accounting principles (and as of the reporting periods Company is required to report thereafter) in order for Company to consolidate and file its financial statements within the reporting deadlines of the Securities and Exchange Commission.
(c) Termination . In the event Seller shall fail to comply with either Section 3.2(M)(5)(a) (Consolidation and Capital Lease) or Section 3.2(M)(5)(b) , Company shall have the right to terminate this Agreement and Seller shall be liable for damages as specified in Section 9.3 (Damages in the Event of Termination by the Company).
(N) Seller’s Obligation to Deliver Facility . Upon the exercise by Company of its rights under Section 8.2(D) (Company’s Right to Enter and Operate the Facility), as applicable, Seller shall deliver the Facility to Company in proper working order in accordance with then current electric utility industry standards for a facility similar to the Facility. If Seller fails to meet this obligation, Company shall have the right to put the Facility in proper working order in accordance with such standards either directly or through a qualified contractor. Seller shall reimburse Company within thirty (30) Days of written demand for payment in immediately available funds for any and all reasonable costs incurred by Company in connection with such

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work. Where such payments are reimbursements for amounts paid by Company to third parties prior to receipt of payment from Seller, interest shall be paid thereon at the Base Rate for the period between payment by Company and receipt of payment from Seller. The obligations of Seller under this Section 3.2(N) (Seller’s Obligation to Deliver Facility) shall survive the expiration or termination of this Agreement.
(O) Expedited Dispute Resolution . If there is a disagreement between Company and Seller regarding Seller's compliance with the standards set forth in Section 3.2(B)(5) (Operating and Maintenance Records), Section 3.2(B)(6) (Schedule of Outages), Section 3.2(C) (Delivery of Power to Company), and Section 3.2(D) (Warranties and Guarantees of Performance ) , then, within fifteen (15) Business Days of the date on which the disagreement arises, authorized representatives from Company and Seller, having full authority to settle the disagreement, shall meet in Hawaii (or by telephone conference) and attempt in good faith to settle the disagreement. Unless otherwise agreed in writing by the Parties, the Parties shall devote no more than thirty (30) Business Days to settle the disagreement in good faith. In the event the Parties are unable to settle the disagreement after the expiration of the time period, then either Party may pursue the dispute resolution procedure set forth in Article 17 (Dispute Resolution) of this Agreement.

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3.3      Rights and Obligations of Company
(A)      Dispatch of Facility Power
(1)      Routine Dispatch
(a)      Company shall have the right to dispatch capacity and real and reactive power delivered from the Facility to the Company System as it deems appropriate in its reasonable discretion, subject only to and consistent with Good Engineering and Operating Practices, the requirements set forth in Section 3.2(C) (Delivery of Power to Company) of this Agreement and Seller’s maintenance schedule determined in accordance with Section 3.2(B)(6) (Schedule of Outages). If Seller does not deliver any portion of its Firm Capacity as requested by Company according to the terms of this Agreement, Seller shall be subject to penalties in accordance with Section 9.1 (Liquidated Damages) of this agreement.
(b)      Company Dispatch will either be by Seller’s manual control under the direction of the Company System Operator or by remote computerized control by the EMS as provided in Section 3.2(B)(2) (Control of Facility), in each case at Company’s reasonable discretion. Unless otherwise agreed to, Company may request Facility’s Net Real Power anywhere between the maximum real power output at 0.90 lagging to 0.95 leading power factor. The real power Dispatch Range under remote control is from seven (7) MW to the Available Capacity. Notwithstanding anything to the contrary, the power produced by the Facility shall always be subject to remote or manual dispatch by Company. The minimum routine real power dispatch under remote control by the Company EMS shall be ten (10) MW on an hourly average basis (provided the Available Capacity is greater than the above minimum dispatch level); except under non-routine system conditions requiring supplemental frequency control or significant balancing operations (i.e.; system disturbances, outage conditions, periods of excess energy on Company System, and other conditions creating frequency deviations and power imbalances) and as further described in Section 3.2(C)(3)(f) (Minimum Load Capability).
(c)      Refusal or inability of Seller to provide the level of output required by the Company Dispatch shall result in the assumption that the Available Capacity is equal to the Net Real Power from the Facility. Thereafter, with no further notice or action required by the Company, the Facility shall be considered derated so that the Available Capacity is equal to the Net Real Power for the purpose of calculating Seller’s EAF and EFOR. The size of the derating will be determined by subtracting the Available Capacity (equal to the Net Real Power) from the Firm Capacity, from the time the inability to meet the Company Dispatch request occurs until such time as Seller is able to deliver the Net Real Power requested by Company. Nothing in this Section 3.3(A)(1)(c), shall relieve Seller of its obligation under the terms of this Agreement to utilize the full capability of the Facility to deliver the Firm Capacity subject to Company Dispatch.
(d)      The Company System Operator may require dispatch below the levels of the remote dispatch, under Seller’s manual control, under disturbances or other unusual operating conditions which could be mitigated or addressed by the reduction of the Facility in the judgment of the Company System Operator, such as, but not limited to:
Company System excess energy conditions due to abnormal operating conditions such as could be caused by unexpected loss of load, Company System over-frequency, transmission equipment overload or risk of transmission overloads due to contingencies, and high voltages in the vicinity of the interconnection.


SECTION 3.3
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3796320.3




(2)      Dispatch Forecast. Company shall provide Seller with a forecast of the following: (i) the annual dispatch which shows the amount of energy Company expects the Facility to produce on a monthly basis for the following Calendar Year, no later than sixty (60) Days prior to the anticipated Commercial Operation Date for the first Contract Year, and prior to September 1 for each Contract Year thereafter. Company’s failure to comply with the foregoing forecast provisions shall not affect Company’s right to dispatch the Facility pursuant to this Section 3.3(A) (Dispatch of Facility Power).
(3)      Voltage Regulation. Seller shall provide voltage regulation for the Facility at the Point of Interconnection. The voltage regulation shall be able to maintain voltage by utilizing the entire range of the Facility’s Mvar capability. For this purpose, Mvar high and low limits based on the capability curve shall be provided to the Company EMS via telemetry. The Company System Operator shall be able to specify the voltage target remotely from the EMS.
(4)      Demonstration of Facility. Company shall have the right at any time, other than during start-up periods, maintenance or other outages, to notify Seller in writing of Seller's failure, as observed by Company and set forth in such written notice, to meet the operational and performance requirements specified in Section 3.2(C) (Delivery of Power to Company) and Seller’s requirements under Section 3.3(A)(1) (Routine Dispatch) and Section 3.3(A)(3) (Voltage Regulation) and to require documentation or testing to verify compliance. A period not to exceed one hundred eighty (180) Days, unless mutually extended by Parties, will be allowed to address the problem following the written notification.
(B)      Company Right to Require Independent Engineering Assessment
(1)      Implementation of Independent Engineering Assessment
(a)      If (i) Seller is failing to operate the Facility in accordance with Section 2.1(E) (Requirements for Electric Energy Supply by Seller), Section 3.2(A)(6) (Facility Protection Equipment), Section 3.2(B)(1) (Standards), Section 3.2(B)(2) (Control of Facility), Section 3.2(B)(3) (Protective Equipment), and Section 3.2(B)(4) (Personnel and System Safety), is otherwise failing to comply with Good Engineering and Operating Practices, or fails to comply with Section 10.4(B) (Correction of Certain Conditions), and fails to remedy such failure within ninety (90) Days of written notice thereof from Company, and Seller reasonably believes that such failure is likely to result in a failure to meet the performance standards set forth in Section 3.2(C) (Delivery of Power to Company); (ii) Seller is in breach of this Agreement with respect to the performance or operation of the Facility and has not cured such breach within the time limits specified in Article 8 (Default); (iii) otherwise required by Article 8 (Default), or (iv) as required by Section 3.2(A)(5)(c) (Process for Resolving Disagreements), Company may require that the practices in question be assessed by a qualified professional engineering firm to be chosen from Attachment H (Qualified Independent





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Engineering Companies) and revised from time to time under Section 3.3(B)(2) (Qualified Independent Engineering Companies). During the ninety (90) Day period following written notice from Company of Seller’s failure, Seller may request a meeting with Company’s authorized representatives to discuss possible solutions, as provided for above. Within fifteen (15) Business Days of the date on which Seller provides notice to Company that it would like to request a meeting, authorized representatives from Company and Seller, having full authority to settle the disagreement, shall meet in Hawaii (or by telephone conference) and attempt in good faith to settle the disagreement. Unless otherwise agreed in writing by the Parties, the Parties shall devote no more than thirty (30) Business Days to settle the disagreement in good faith. However, such meeting shall have no effect on Company’s right to request an Independent Engineering Assessment, if such failure is not remedied within the ninety (90) Day period provided for above.
(b)      The Parties shall promptly undertake to agree on a firm to be used from the Qualified Independent Engineering Companies list; provided, however, that if such agreement is not reached within seven (7) Days after Company gives notice to Seller that it is invoking its rights under this Section 3.3(B) (Company Right to Require Independent Engineering Assessment), both parties shall promptly choose a firm from the Qualified Independent Engineering Companies list and those two firms shall, within five (5) Days of their selection, choose by mutual agreement a third firm from the Qualified Independent Engineering Companies list, and such third firm shall complete the Independent Engineering Assessment. If either of the two firms refuse to appoint a third firm, or the two selected firms otherwise fail to agree upon the appointment of a third firm from the Qualified Independent Engineering Companies list or if the third firm appointed by the two selected firms declines to perform the Independent Engineering Assessment for any reason, the firm shall be chosen by Company.
(c)      The Qualified Independent Engineering Company selected shall make an Independent Engineering Assessment as to whether the practices in question conform to Good Engineering and Operating Practices as promptly as possible under the circumstances. If such determination is that the practices in question do not so conform, the engineering firm shall recommend necessary actions by Seller to bring it within Good Engineering and Operating Practices. If the Independent Engineering Assessment requires action by Seller to change its practices, Seller shall take such actions. Where the Independent Engineering Assessment requires action by Seller, the engineering firm shall determine, after reasonable consultation with Seller within thirty (30) Days (or such longer period as deemed appropriate by such engineering firm) after its recommendation is first made, whether Seller has taken adequate action to carry out such recommendation. If the engineering firm then certifies that Seller has failed to take adequate action, Company shall notify Seller and the Financing Parties in writing of such certification and the basis therefor. Such notice shall state that failure to respond adequately may result in the termination of this Agreement within thirty (30) Days. If within thirty (30) Days of such actual written notice to Seller and the Financing Parties, neither has begun to implement such recommendation, such failure shall be an Event of Default under Section 8.1(A)(8) (Default by Seller). If within such thirty (30) Day period Seller or any Financing Party does begin to implement such recommendation, the engineering firm shall monitor whether the implementation thereof is being diligently pursued. If, after reasonable consultation with the parties involved in such implementation, the engineering firm determines that such implementation is not being diligently pursued, it shall promptly so certify to Company.


SECTION 3.3
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Company shall thereupon promptly notify Seller and the Financing Parties in writing of such certification and the basis therefor (the “Second Notice”). Such Second Notice shall state that failure to respond adequately may result in the termination of this Agreement after thirty (30) Days. If at any time after the thirty (30) Day period commencing with receipt of the Second Notice by Seller and the Financing Parties, the engineering firm again certifies to Company that implementation of its recommendation is not being diligently pursued, such certification shall constitute an Event of Default by Seller under Section 8.1(A)(8) (Default by Seller). Seller shall bear all costs of the engineering firm’s services unless the firm’s initial recommendation is that the practices in question were in accordance with Good Engineering and Operating Practices, in which case Company shall bear all costs of the engineering firm’s services.
(2)      Qualified Independent Engineering Companies. Company and Seller shall agree on the Qualified Independent Engineering Companies list which shall be attached hereto as Attachment H (Qualified Independent Engineering Companies) containing the names of engineering firms which both Parties agree are fully qualified to perform the Independent Engineering Assessment under Section 3.3(B)(1) (Implementation of Independent Engineering Assessment). At any time, except when an Independent Engineering Assessment is being made under Section 3.2(A)(5)(c) (Process for Resolving Disagreements) and Section 3.3(B)(1) (Implementation of Independent Engineering Assessment), either Party may remove a particular company from the Qualified Independent Engineering Companies List by giving written notice of such removal to the other Party. However, neither Party may remove a company or companies from the Qualified Independent Engineering Companies List without approval of the other Party if such removal would leave the Qualified Independent Engineering Companies List with less than four (4) companies. During January of each Calendar Year, both Parties shall review the current Qualified Independent Engineering Companies List and give notice to the other Party of any proposed additions to the Qualified Independent Engineering Companies List and any intended deletions. Intended deletions shall be effective upon receipt of notice by the other Party, provided that such deletions do not leave the Qualified Independent Engineering Companies List with less than two (2) companies. Proposed additions to the Qualified Independent Engineering Companies List shall automatically become effective thirty (30) Days after notice is received by the other Party unless written objection is made by such other Party within said thirty (30) Days. By mutual agreement between the Parties, a new company or companies may be added to the Qualified Independent Engineering Companies List at any time.



SECTION 3.3
60





ARTICLE 4 - SUSPENSION OR REDUCTION OF DELIVERIES
4.1      Initiation by Company. This section shall apply to suspensions or reductions of electric energy deliveries from the Facility directly resulting from instructions or remote control actions by the Company System Operator. This section does not apply to changes in electric energy output of the Facility within the normal Dispatch Range. This section does not apply to suspensions and/or reductions of energy output from the Facility initiated by Facility Personnel and/or equipment in response to conditions on the Company System, such as by the action of protective equipment or governor droop response to Company System frequency.
(A)      Adverse Impact on Company System or Customer Equipment . In the event that Company determines and notifies Seller that a condition exists in the Facility which is likely to endanger the integrity of Company System or is likely to have an adverse effect on the equipment of Company’s customers, and which, in Company’s sole judgment, requires a change in electric energy deliveries by Seller, Seller shall immediately suspend or reduce electric energy deliveries as requested by the Company System Operator upon remote control, oral or written notice, as appropriate, to the extent required to eliminate such adverse impact. If oral notice is provided, written notice shall be provided to Seller as soon as practicable thereafter.
(B)      Company System Problem . In the event that a system emergency, safety problem, Forced Outage or period of unscheduled maintenance on Company System is the cause of an adverse condition, Company shall use reasonable efforts to limit the duration of any such occurrence or take other appropriate action so that full deliveries of electric energy by Seller can be restored as soon as practicable.
(C)      Safety of Persons and/or Property . If Company System Operator determines, in Company’s sole judgment, that an immediate danger to personnel or equipment exists, Company System Operator may remotely separate the Facility from Company’s electrical system by tripping the Facility’s synchronizing breakers via the Energy Management System without prior notice; followed by written notice as soon as reasonably practicable thereafter.
(D)      Reclosing or Removal of Reduction . If the Facility is separated from Company System or the Facility output is reduced at the initiation by Company, under no circumstances shall Seller reclose into Company System or increase electrical energy without first obtaining specific approval to do so from the Company System Operator, which approval shall be granted promptly upon the removal of the condition requiring the disconnection or reduction.
(E)      Duration of Disconnection or Reduction . The Facility shall remain disconnected, or energy deliveries reduced, until such time that the condition specified above in Section 4.1(A) (Adverse Impact on Company System or Customer Equipment), Section 4.1(B) (Company System Problem) or Section 4.1(C) (Safety of Persons and/or Property) has been corrected.


SECTION 4.1
61

 



(F)      Facility Problems . If the operation of the Facility is causing or substantially contributing to an adverse condition described in Section 4.1(A) (Adverse Impact on Company System or Customer Equipment) or Section 4.1(B) (Safety of Persons and/or Property) due to the failure to meet the requirements of Section 2.1(E) (Requirements for Electric Energy Supplied by Seller), Section 3.2(B)(l) (Standards), Section 3.2(B)(3) (Protective Equipment), or Section 3.2(B)(4) (Personnel and System Safety), or Good Engineering and Operating Practices, Seller shall, at its own cost, modify its electric equipment or operations to the extent necessary to promptly resume full deliveries of electric energy at the quality of electric service required. Company and Seller shall use reasonable efforts to minimize the frequency and duration of any such conditions and shall seek to promptly restore full deliveries of electric energy in accordance with the terms of this Agreement. Upon Seller’s reasonable request, Company will modify Company System to assist Seller in resuming full deliveries, provided that Seller reimburses tCompany for all costs and expenses incurred by Company in making such modifications.

4.2      No Obligation to Accept Energy
(A)      General . During periods in which Seller has reduced or suspended deliveries of electric energy as requested by Company under Section 4.1(A) (Adverse Impact on Company System or Customer Equipment) or Section 4.1(C) (Safety of Persons and/or Property) or if the Facility has been separated from Company System pursuant to Section 4.1(F) (Facility Problems), Company shall have no obligation to accept any electric energy which might otherwise have been received from the Facility during such period, and Company shall have no obligation to pay for electric energy which otherwise would have been available or received from the Facility during such period, and, except as provided in Section 4.2(C) (Review By Seller), the Facility shall be considered unavailable during such period for purposes of calculating Seller’s EAF, EFOR and Unit Trips.
(B)      Company System Problems . During periods in which Seller has reduced or suspended deliveries of electric energy as requested by Company pursuant to Section 4.1(B) (Company System Problems), Company shall have no obligation to accept any electric energy which otherwise would have been received from the Facility during such period. However, Company shall pay for electric energy (to the extent accepted) in accordance with Section 5.1 (Capacity and Energy Purchased by Company), and the duration of the period of separation will not be counted against Seller’s EAF, EFOR and Unit Trips.
(C)      Review By Seller . The claim of occurrence of any of the conditions described above in Section 4.1(A) (Adverse Impact on Company System or Customer Equipment), Section 4.1(C) (Safety of Persons and/or Property) or Section 4.1(F) (Facility Problems) shall be subject to verification by Seller. If it is determined that Company did not have a valid reason for disconnecting the Facility, Company shall have no obligation to accept any electric energy which otherwise would have been received from the Facility during such period, and Company shall have no obligation to pay for electric energy which otherwise would have been available or received from the Facility during such period, however, the duration of the period

SECTION 4.2
62




of separation will not be counted against EAF or EFOR or for the purpose of calculating any other performance standard.

4.3      Initiation by Seller . If Seller suspends, or can reasonably anticipate the need to suspend or substantially reduce, deliveries of electric energy below the level called for by Company Dispatch pursuant to Section 3.3(A) (Dispatch of Facility Power) for any reason other than a request by Company pursuant to Section 4.1 (Initiation By Company) or a scheduled outage, it shall provide immediate oral notice and subsequent written notice to Company as soon as practicable, containing a reasonably detailed statement of the reasons for such suspension or reduction and the likely duration thereof. Seller shall use commercially reasonable efforts to restore full deliveries of electric energy as soon as practicable.



SECTION 4.3
63




ARTICLE 5 - RATES FOR PURCHASE
5.1      Capacity and Energy Purchased by Company
(A)      Energy and Capacity . Subject to the other provisions of this Agreement, Company shall accept and pay for the Net Real Power generated by the Facility and delivered to Company and make payments of Capacity Charge to Seller when such capacity is available as set forth herein. The Net Real Power and capacity (demand) shall be metered in accordance with Section 3.2(E) (Metering, Generator Remote Control, Data Acquisition/Communications) and such metering shall constitute the official and legal measurements for any payments hereunder.
(B)      Seller’s Start-up Plan . Prior to the Commercial Operation Date, Company will use reasonable efforts to accept electric energy from the Facility during the Acceptance Test and Capacity Test conducted pursuant to Section 3.2(C)(13) (Acceptance and Capacity Tests) and as requested by Seller for purposes of Facility commissioning and preparation activities for the Acceptance and Capacity Test. Seller shall provide to Company a written, detailed, and comprehensive start-up plan thirty (30) Days in advance of delivering any electric energy to Company and shall provide written notice to Company of any changes to such start-up plan as soon as reasonably practicable, but no less than three (3) Days in advance of implementing those changes. Seller and Company shall coordinate such start-up and testing so as to minimize any additional costs to Company as a result of departing from economic dispatch in the operation of Company System and shall reimburse Company for such additional costs. Net Real Power delivered to Company pursuant hereto shall be considered non-firm, unscheduled energy, but must meet all of the quality standards established in this Agreement. Company shall only pay Energy Charges for any such Net Real Power actually delivered from the Facility.
(C)      Hawaii General Excise Tax . Company shall not be liable for payment of the applicable Hawaii General Excise Tax levied and assessed against Seller as a result of this Agreement. The rates and charges in this Article 5 (Rates for Purchase) shall not be adjusted by reason of any subsequent increase or reduction of the applicable Hawaii General Excise Tax.
(D)      No Payment of Emission Fees . Company shall not be liable for payment of the applicable air pollutant emission fees imposed by the DoH or U.S. EPA on Seller as a result of operating or having the potential to operate the Facility.
(E)      No Payment of Other Taxes or Fees . Company shall not be liable for payment of nor reimbursement of any Seller payment of any new or modified tax or fee imposed by any Governmental Authority.


SECTION 5.1
64





(F)      Energy Charge
Formula. The monthly Energy Charge shall be computed by the following formula:
Energy Charge = (Fuel Component + Variable O&M Component) where:

(1)      Fuel Component. The fuel component shall be $0.08005/kWh as of January 1, 2017, adjusted each year on January 1, starting in 2018, at one -hundred percent (100%) of the change in GDPIPD but shall not exceed 4% increase in any given term year, using the adjustment methodology set forth in Attachment I (Adjustment of Charges), and also adjusted on the sixth (6 th ) anniversary of the Commercial Operation Date to increase the then-applicable fuel component by fifteen (15%).

(2)      Variable O&M Component. The Facility’s Variable O&M Component shall consist of the per kWh Variable Component of $0.0099/kWh as of January 1, 2017, adjusted each year on January 1, starting in 2018, at one-hundred percent (100%) of the change in GDPIPD but shall not exceed 4% increase in any given term year, using the adjustment methodology set forth in Attachment I (Adjustment of Charges).



SECTION 5.1
65





(G)      Capacity Charge
(1)      Commencement of Capacity Charge Payments: The Capacity Charge payments under Section 5.1(G) (Capacity Charge) and Fixed O&M payments shall begin only when all of the following have occurred: the Facility has achieved the Commercial Operation Date and the Capacity Rate Inclusion Date has occurred as provided in Section 2.2(C)(3) (Company Performance Contingent).
(a)      Seller shall be paid a Capacity Charge for the Firm Capacity as calculated in accordance with Section 5.1(G)(2) (Calculation of Capacity Charge (monthly)) and other services provided herein.
(2)      Calculation of the Capacity Charge (monthly). The Capacity Charge (monthly) shall take into account the amount by which the Available Capacity of the Facility was less than the Firm Capacity during the preceding Calendar Month. On and after the Commercial Operation Date, the monthly Capacity Charge shall be computed by the following formula:
Capacity Charge (monthly) =
(Firm Capacity x Available Capacity Factor) x
(Capacity Charge Rate + Fixed O&M Rate)

(a) Firm Capacity: per definition in MW
(b) Available Capacity Factor Formula: Available Capacity Factor shall be determined as follows:
Total Service Hours in prior month minus the total of Equivalent Forced Derated Hours (as defined in Attachment C (Selected Portions of NERC GADS)), Equivalent Planned Derated Hours (as defined in Attachment C (Selected Portions of NERC GADS)), and Equivalent Unplanned Derated Hours (as defined in Attachment C (Selected Portions of NERC GADS)) during the prior month (other than those excluded pursuant to Section 3.2(B)(3) (Protective Equipment) and Section 4.2 (No Obligation to Accept Energy)), divided by total hours in prior month.

(c)      Capacity Charge Rate: $54,000.00 per MW per Calendar Month.
(d)      Fixed O&M Rate: $25,000.00 per MW per Calendar Month as pf January 1, 2017, adjusted each year on January 1, starting in 2018, at one hundred percent (100%) of the change in GDPIPD but shall not exceed 4% increase in any given term year, using the adjustment methodology set forth in Attachment I (Adjustment of Charges).


SECTION 5.1
66






5.2      Acceptance and Capacity Tests and Changes in Firm Capacity
(A)      Capacity Tests . After successful completion of the Acceptance Test, Seller shall be allowed to conduct the Capacity Test (subject to inspection by Company) in accordance with the testing procedures set forth in Attachment K (Acceptance and Capacity Testing Procedures), to determine the Firm Capacity of the Facility and whether Capacity Charge payments may be adjusted in accordance with Section 5.2(B) (Initial Capacity Shortfall; Corrective Period) and should begin in accordance with Section 5.1(G)(1) (Commencement of Capacity Charge Payments).
(B)      Initial Capacity Shortfall; Corrective Period . In the event the Commercial Operation Date is achieved and the initial Capacity Tests conducted in accordance with Attachment K (Acceptance and Capacity Testing Procedures) demonstrate that the Facility is unable to provide a Firm Capacity equal to the Committed Capacity at the time of the Commercial Operation Date, the following provisions shall apply:
(1)      The Commercial Operation Date Deadline will be deemed to be met, provided that Seller shall, during the next twelve (12) Months or such shorter period (“ Corrective Period ”) use commercially reasonable efforts to increase the Facility’s capacity level to the Committed Capacity as verified through a Capacity Test in accordance with the procedures in Attachment K (Acceptance and Capacity Testing Procedures). During the Corrective Period, the Capacity Charge shall be calculated in accordance with the Capacity Charge formula using the Firm Capacity determined in the initial Capacity Test as the Firm Capacity in the formula.
(2)      If the Facility has not achieved the Committed Capacity after the Corrective Period, then the amount of such Firm Capacity cannot be increased by subsequent Capacity Tests unless mutually agreed to by the Parties.
(3)      Company shall not be required to pay any additional capacity payment for any power supplied by Seller in addition to the Firm Capacity, either at Company’s or Seller’s request.
(4)      A failure by Seller to provide the required Firm Capacity to Company shall result in the reduction in the capacity payment due to Seller from Company in accordance with Section 5.1(G) (Capacity Charge) of this Agreement. Company shall not have any obligation to pay capacity payments to Seller for periods in which Seller is unable to provide any Available Capacity to Company, including but not limited to circumstances which are subject to Article 18 (Force Majeure) of this Agreement.
(5)      Permanent Reduction in Firm Capacity . If, at any time after the Commercial Operation Date, (1) the Facility is continuously unable to achieve the Firm Capacity level for a period of eighteen (18) or more consecutive Months, or (2) the Facility is unable to achieve an average Available Capacity of ninety percent (90%) of the established Firm Capacity level for a period of eighteen (18) or more consecutive Months, then Company or Seller, at the option of either Party, shall have the right to give written notice to the other

SECTION 5.2
67





Party asking that a Capacity Test consistent with Good Engineering and Operating Practices and reasonably satisfactory to both Parties be conducted on the Facility pursuant to Section 3.2(C)(13) (Acceptance and Capacity Tests) and Attachment K (Acceptance and Capacity Testing Procedures). If the Capacity Test demonstrates that the Facility is unable to deliver Firm Capacity continuously, then the Firm Capacity amount shall be revised to reflect the capacity established by the Capacity Test as the maximum capacity that the Facility is capable of delivering under Company Dispatch. The maximum capacity thus established shall thereupon become the Firm Capacity under this Agreement, and this revised Firm Capacity will be used in the EAF and EFOR calculations. The revised Firm Capacity will be effective with the next Monthly Invoice following the date of receipt of the results of the Capacity Test. In the event that the Capacity Test demonstrates that the Facility is unable to continuously deliver more than ten (10) MW, then the Firm Capacity under this Agreement shall be revised to ten (10) MW. In no case shall the Firm Capacity under this Agreement be revised to lower than ten (10) MW. Firm Capacity which is reduced through a Capacity Test (or otherwise reduced pursuant to this section) cannot be increased by subsequent Capacity Tests unless otherwise agreed to by both Parties in their sole and absolute discretion.


SECTION 5.2
68




ARTICLE 6 - BILLING AND PAYMENT
6.1      Monthly Invoice . As soon as practicable, but not later than the fifth (5 th ) Business Day of each Calendar Month, Company shall provide Seller with the appropriate data for Seller to compute the payment due for capacity provided and electric energy delivered to Company in the Billing Period as determined in accordance with this Agreement. Seller shall compute the Energy Charge and Capacity Charge (monthly) and submit by the tenth (10th) Business Day of the month an invoice (“ Monthly Invoice ”) for the Energy Charge and Capacity Charge (monthly) to be paid to Seller for the Billing Period. Each Monthly Invoice shall include Seller’s backup data for the computation of the Energy Charge and Capacity Charge (monthly) available as of the date of such Monthly Invoice. The Parties shall not be limited to reported operational data in calculating the monthly payment(s), and the Parties may make that calculation on the basis of all information available to the Parties, including results of Facility response to requests for changes in operation.
Unless and until Company designates a different address, the Monthly Invoice shall be delivered via certified mail return receipt to the following address:

Hawaii Electric Light Company, Inc.
1200 Kilauea Avenue
Hilo, Hawaii 96720-4295
Attention: Manager, Production

6.2      Payment
(A)      Date Payment Due . As soon as practicable, but in no event later than five (5) Business Days following Company’s receipt of the Monthly Invoice from Seller, Company shall pay, in immediately available funds, such monthly Capacity Charge and Energy Charge payments as computed in Article 5 (Rates for Purchase), or provide to Seller an itemized statement of its objections to all or any portion of such Monthly Invoice and pay any undisputed amount. If any Capacity Charge or Energy Charge payments are made more than five (5) Business Days after Company’s receipt of the related Monthly Invoice, Company shall also include interest on such payments, which shall be computed at the average daily Base Rate at the Bank of Hawaii for the period.
(B)      Set Off . In accordance with Article 16 (Set Off), Company at any time may set off against any and all amounts that may be due and owed to Seller under this Agreement that are owed by Seller to Company pursuant to this Agreement or are past due under other accounts Seller has with Company for other services. Undisputed and non-set off portions of amounts invoiced under this Agreement shall be paid on or before the due date.


SECTIONS 6.1 AND 6.2
69





(C)      Any amounts due from either Party under this Agreement other than monthly Energy Charges and Capacity Charges shall be paid or objected to within thirty (30) Days following receipt from either Party of an itemized invoice from the other Party setting forth, in reasonable detail, the basis for such invoice.
6.3      Billing Disputes . Either Party may dispute invoiced amounts, but shall pay to the other Party at least the undisputed portion of invoiced amounts on or before the invoice due date. To resolve any billing dispute, the Parties shall use the procedures set forth in Article 17 (Dispute Resolution). When the Billing dispute is resolved, the Party owing shall pay the amount owed within five (5) Business Days of the date of such resolution, with interest from the date that such disputed amount was payable until the date that the amount owed is paid at the average daily Base Rate at the Bank of Hawaii for the period.
6.4      Adjustments
(A)      Adjustments Due to Inaccuracies . In the event adjustments are required to correct inaccuracies in Monthly Invoices, the Party requesting adjustment shall use the method described in Section 3.2(E)(4) (Corrections), if applicable, to determine the correct measurements, and shall recompute the amounts due during the period of such inaccuracies. Except as noted below, the difference between the amount paid and that recomputed for each Monthly Invoice affected shall be paid, or repaid, with interest from the date that such Monthly Invoice was payable until the date that such recomputed amount is paid at the average daily Base Rate for the period, or objected to by the Party responsible for such payment within thirty (30) Days following its receipt of such request. The difference between the amount paid and that recomputed for the invoice, shall either be (i) paid to Seller or set-off by Company as appropriate, in the next invoice payment to Seller, or (ii) objected to by the Party responsible for such payment within thirty (30) Days following its receipt of such request. If the Party responsible for such payment objects to the request, then the Parties shall work together in good faith to resolve the objection. If the Parties are unable to resolve the objection, the matter shall be resolved pursuant to Article 17 (Dispute Resolution). All claims for adjustments shall be waived for any deliveries of electric energy made more than thirty-six (36) Months preceding the date of any such request.
(B)      Adjustments Related to Escalation Indices . Adjustments to correct Monthly Invoices resulting from escalation indices not being published at the time such Monthly Invoices were prepared shall be paid or refunded without interest. The escalation indices initially published by the appropriate governmental or industry body for the period covered by the invoice shall be the indices applied.


SECTIONS 6.3 AND 6.4
70






ARTICLE 7 - CREDIT ASSURANCE AND SECURITY
7.1      Security Fund
(A)      General . Seller is required to post and maintain Development Period Security and Operating Period Security based on the requirements of this Article 7 (Credit Assurance and Security).
(B)      Development Period Security : To guarantee Seller's undertaking to meet the Commercial Operation Date Deadline, Seller shall provide financial security to Company within seven (7) Days of the date upon which the PUC Approval of Amendment Order becomes a non‑appealable order within the meaning of the definition of a Non-appealable PUC Approval of Amendment Order in Section 25.12(B) (Non-appealable PUC Approval of Amendment Order) in an amount equal to $40/kW of the Committed Capacity (the “ Development Period Security ”). When the Commercial Operation Date has been achieved, the Development Period Security minus an amount, if any, for Daily Delay Damages that is due and owing to Company but not previously paid by Seller, shall be converted to Operating Period Security unless the Parties otherwise agree.
(C)      [RESERVED]
(D)      Operating Period Security : To guarantee the performance of Seller’s obligations under the Agreement for the period starting from the Commercial Operation Date to the end of the Term, Seller shall provide financial security to Company in the amount equal to $3.8 million (the “ Operating Period Security ”). When the Commercial Operation Date has been achieved, the Development Period Security minus an amount that is due and owing to Company, but not previously paid by Seller (including but not limited to Daily Delay Damages) shall be converted to Operating Period Security unless the Parties otherwise agree. Any additional amount necessary to fully fund the Operating Period Security shall be due within thirty (30) Days of the Commercial Operation Date.
(E)      Form of Security : Seller may supply the Development Period Security and Operating Period Security required in the form of: (i) cash or (ii) an Irrevocable Letter of Credit substantially in the form attached to this Agreement as Attachment P (Form of Irrevocable Letter of Credit) from a bank or other financial institution with a credit rating of “A-” or better (the “ Security Funds ”), as measured by Standard & Poors. If the rating of the bank or financial institution issuing the Irrevocable Letter of Credit falls below A-, Company may require Seller to replace the Irrevocable Letter of Credit with an Irrevocable Letter of Credit from another bank or financial institution with a credit rating of “A-” or better. If Security Funds in the form of an Irrevocable Letter of Credit is utilized by Seller, such security must be issued for a minimum term of one (1) year. Furthermore, at the end of each year the Security Funds must be renewed for an additional one (1) year term so that at the time of such renewal, the remaining term of any such Security Funds shall not be less than one (1) year. Security Funds in the form of an Irrevocable Letter of Credit shall be consistent with this Agreement and include a provision for at least thirty (30) Days advance notice to Company of any expiration or earlier

SECTION 7.1
71





termination of the Security Funds so as to allow Company sufficient time to exercise its rights under said security if Seller fails to extend or replace the Security Funds.
(F)      Security Funds . The Security Funds established, funded, and maintained by Seller pursuant to the provisions of this Section 7.1 (Security Fund) shall be available to pay any amount due Company pursuant to this Agreement, and to provide Company security that Seller will construct the Facility to meet the Commercial Operation Date Deadline. The Security Funds shall also provide security to Company to cover damages, should Seller fail to achieve the Commercial Operation Date or otherwise not operate the Facility in accordance with this Agreement. Seller shall maintain the Security Funds at the contractually-required level throughout the Term of this Agreement Seller shall replenish the Security Funds to the required level within fifteen (15) Business Days after any draw on the Security Funds by Company or any reduction in the value of Security Funds below the required level for any other reason.
(G)      Company’s Right to Draw From Security Funds . Company may, before or after termination of this Agreement, draw from the Security Funds such amounts as are necessary to recover amounts Company is owed pursuant to this Agreement or the IRS Letter Agreement, including, but without limitation, any damages due Company, any interconnection costs owed pursuant to Attachment E (Interconnection Agreement) and any amounts for which Company is entitled to indemnification under this Agreement. Company may, in its sole discretion, draw all or any part of such amounts due Company from any form of security to the extent available pursuant to this Section 7.1 (Security Fund), and from all such forms, and in any sequence Company may select. Any failure to draw upon the Security Funds or other security for any damages or other amounts due Company shall not prejudice Company’s rights to recover such damages or amounts in any other manner.
(H)      Establishment of Security Funds . The Security Funds, maintained at Seller’s expense, shall be originated by or deposited in a financial institution or company (“ Issuer ”) acceptable to Company. Seller may change the form of the Security Funds at any time and from time to time upon reasonable prior notice to Company, but the Security Funds must at all times be comprised of one or a combination of the forms specified above in Section 7.1(E) (Form of Security).
(I)      Certain Requirements . The form of such Security Funds must meet Company’s requirements to ensure that claims or draw-downs can be made unilaterally by Company in accordance with the terms of this Agreement. If the Security Funds are not renewed or extended as required herein, Company shall have the right to draw immediately upon the Security Funds and to place the amounts so drawn, at Seller’s cost and with Seller’s funds, in an interest bearing escrow account in accordance with Section 7.1(J) (Security In the Form of Cash), until and unless Seller provides a substitute form of such Security Funds meeting the requirements of this Section 7.1 (Security Fund). In all cases, the reasonable costs and expenses of establishing, renewing, substituting, canceling, increasing reducing, or otherwise administering the Security Funds shall be borne by Seller.
(J)      Security In The Form of Cash . If the form of Security Funds is cash as permitted in Section 7.1(E) (Form of Security), above, the cash shall be United States currency,

SECTION 7.1
72



in which Company holds a first and exclusive perfected security interest, deposited with a reputable, federally-insured bank, under a control agreement and other agreements required by Company (executed by Seller, Company and Issuer, as necessary) in form and content satisfactory to Company to perfect Company's security interest in the Security Funds and giving Company the sole authority to draw from the account. Security Funds provided in the form of cash shall include a requirement for immediate notice to Company from Issuer and Seller in the event that the sums held as security in the account do not at any time meet the required level for the Security Fund as set forth in this Section 7.1 (Security Fund). Funds held in the account may be deposited in a money-market fund, short-term treasury obligations, investment-grade commercial paper and other liquid investment-grade investments with maturities of three (3) Months or less, with all investment income thereon to be taxable to, and to accrue for the benefit of, Seller. After the Commercial Operation Date is achieved, annual account sweeps for recovery of interest earned by the Security Fund shall be allowed by Seller. At such times as the balance in the account exceeds the amount of Seller’s obligation to provide security hereunder, Company shall remit to Seller on demand any excess in the account above Seller’s obligations. For the avoidance of doubt such obligations shall include, but not limited to, any and all damages owed by Seller to Company under the terms of this Agreement.
(K)      Release of Security Funds . Promptly following the end of the Term and the complete performance of all of Seller’s obligations under this Agreement, including, but not limited to, the obligation to pay any and all damages owed by Seller to Company, under this Agreement, Company shall release the Security Funds (including any accumulated interest, if applicable) to Seller.



SECTION 7.1
73



ARTICLE 8 - DEFAULT

8.1      Events of Default
(A)      Default by Seller . The occurrence of any of the following events at any time during the Term of this Agreement shall constitute an Event of Default by Seller:
(1)      Company declares an Event of Default in accordance with Section 2.4(B)(3)(b) (Termination Right).
(2)      RESERVED
(3)      Company declares Event of Default in accordance with Section 2.4(A)(1)(c) (Termination and Pre-COD Termination Damages).
(4)      Seller shall fail to pay Company any amount as and when due under this Agreement (less any amounts disputed in good faith pursuant to Article 17 (Dispute Resolution)) and neither Seller nor the Financing Parties remedy such non-payment within thirty (30) Days after written demand therefor by Company served upon Seller with a copy served upon the Financing Parties.
(5)      Seller shall fail to comply with Section 3.2(D)(1) (Renewable Energy Facility).
(6)      Seller shall fail to design, refurbish, operate, maintain or repair the Facility in accordance with the terms of this Agreement such that a condition exists in the Facility which has an adverse physical impact on Company System or the equipment of Company’s customers or which Company reasonably determines presents an immediate danger to personnel or equipment, and Seller shall fail to initiate and diligently pursue reasonable action to cure such failure within seven (7) Days after actual receipt by Seller and the Financing Parties of demand therefor by Company.
(7)      Seller shall: (i) abandon the Facility prior to the Commercial Operation Date; or (ii) fail to maintain continuous service to the extent required by this Agreement for a period of fourteen (14) or more consecutive Days, or as extended in Company’s sole discretion, the last forty-eight (48) hours of which shall be after notice by Company to Seller that it is not in compliance with this provision, unless such abandonment or failure is caused by Force Majeure or an Event of Default by Company. For purposes of this Section 8.1(A)(7)(i) , abandonment of the Facility prior to the Commercial Operation Date shall mean the failure by Seller, after the PUC Approval of Amendment Date, to proceed with or prosecute in a diligent manner the planning, design, engineering, permitting, completion (including, without limitation, purchasing, accounting, training and administration) and start up of the Facility for a consecutive period of thirty (30) Days, the last ten (10) Days of which shall be after notice from Company to Seller that it is not in compliance with this provision.

SECTION 8.1
74





(8)      Company declares an Event of Default in accordance with Section 3.3(B)(l)(c) (Implementation of Independent Engineering Assessment).
(9)      RESERVED
(10)      Seller shall fail to meet the performance requirements specified in Section 3.2(D)(2) (Equivalent Availability Factor) or Section 3.2(D)(3) (Equivalent Forced Outage Rate) by more than ten (10) percentage points on average in any three (3) full consecutive Contract Years or if Seller fails, after the twelfth (12th) full Calendar Month following the Commercial Operation Date, to maintain an EAF greater than sixty percent (60%) on a twelve-month rolling average basis; provided, that to the extent such failure of performance is attributable to an event of Force Majeure, the contribution of such event of Force Majeure to such failure of performance shall be eliminated from the EAF calculation for the purposes of, and only for the purposes of, establishing an Event of Default of Seller pursuant to this Section, and provided further, that the event of Force Majeure contributing, in whole or in part, to such failure of performance is subject to the provisions of Article 18 (Force Majeure).
(11)      Seller shall fail to meet:
(a)      the performance requirements specified in Section 3.2(D)(6) (Unit Trips) by more than 10 Unit Trips in any one (1) full Contract Year or by more than twelve (12) Unit Trips in any two (2) consecutive Contract Years.
(b)      Company’s performance requirements, as described in Section3.2(C) (Delivery of Power to Company).
(12)      The following event shall occur: without the prior written consent of Company, such consent not to be unreasonably withheld, Seller is no longer the operator of the Facility; provided, however, that to the extent that the grant of consent by Company is dependent upon qualifications to carry out the role of Seller, Company’s consent shall be granted if Company is reasonably satisfied that the substitute operator (i) has the qualifications or has contracted with an entity having the qualifications to operate the Facility in a manner consistent with the terms and conditions of this Agreement and (ii) has provided Company with evidence satisfactory to Company of its creditworthiness and ability to perform its obligations hereunder in a manner consistent with the terms and conditions of this Agreement.
(13)      Seller shall: (i) be dissolved, be liquidated, be adjudicated as bankrupt, or become subject to an order for relief under any federal bankruptcy law; (ii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due; (iii) make a general assignment of substantially all its assets for the benefit of creditors other than to the Financing Parties; (iv) apply for, seek, consent to, or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for itself or any substantial part of its property; (v) institute any proceedings seeking an order for relief or to adjudicate it as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency,

SECTION 8.1
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reorganization or relief of debtors; or (vi) take any action to authorize or effect any of the foregoing actions.
(14)      Without the application, approval or consent of Seller, a receiver, trustee, examiner, liquidator or similar official shall be appointed for Seller, or any part of its property required for operation of the Facility, or a proceeding described in Section 8.1(A)(13)(v) shall be instituted against Seller and such appointment shall continue undischarged or such proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive Days or Seller shall fail to file in a timely manner, an answer or other pleading denying the material allegations filed against it in any such proceeding.
(15)      Seller shall fail to comply with the requirements of Section 20.1 (Assignment by Seller) or Section 12.1(F) (Substitute Principal).
(16)      RESERVED
(17)      Seller’s failure to establish and maintain the funding of the Security Funds in accordance with Section 7.1 (Security Fund) and such failure continues for forty-five (45) Days after written notice of noncompliance with this section by Company.
(18)      If the Security Funds are established in the form of an Irrevocable Letter of Credit and Seller shall fail to maintain in full force and effect throughout the Term an Irrevocable Letter of Credit in accordance with the provisions of Article 7 (Credit Assurance and Security) and such failure continues for forty-five (45) Days after written notice of noncompliance with this section by Company.
(19)      Seller shall fail to comply with an arbitrator’s decision under Article 17 (Dispute Resolution) within thirty (30) Days after such decision becomes binding on the Parties in accordance with Section 17.2 (Dispute Resolutions Procedures) or, if such decision cannot be complied with within thirty (30) Days, Seller shall fail to have commenced efforts designed to comply and diligently continued such efforts until compliance is attained.
(20)      RESERVED
(21)      Seller shall fail to perform a material obligation of this Agreement and/or the Interconnection Agreement not otherwise specifically referred to in this Section 8.1(A) (Default by Seller), which failure has a material adverse effect on Seller’s delivery of capacity and energy to Company in accordance with the terms of this Agreement and which failure shall continue for forty-five (45) Days after written demand by Company for performance thereof.
(22)      Seller makes any representation or warranty to Company required by, or relating to Seller’s performance of, this Agreement that Seller knew was incomplete, inaccurate, false or misleading in any material respect when made.


SECTION 8.1
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(23)      Seller shall fail to comply with the requirements of Section 21.1 (Company’s Right of First Negotiation).
(24)      Seller shall fail to comply with the requirements of Section 3.2(M)(5)(a) (Consolidation and Capital Lease) or Section 3.2(M)(5)(b).
(B)      Default by Company . The occurrence of any of the following at any time during the Term of this Agreement shall constitute an Event of Default by Company:
(1)      Company shall fail to pay Seller any amount as and when due under this Agreement (less any amounts disputed in good faith pursuant to Section 6.2 (Payment)) and shall fail to remedy such non-payment within thirty (30) Days after demand therefor from Seller.
(2)      Company shall fail to construct, operate, maintain or repair the Interconnection Facilities for which Company is responsible under the Interconnection Agreement, in accordance with the terms of this Agreement, such that the safety of persons or property, the Facility, Seller’s equipment, or Seller’s entitlement to payments hereunder for capacity or energy is adversely affected, and shall fail to cure such failure within forty-five (45) Days after demand therefor from Seller.
(3)      Company shall abandon the Interconnection Facilities or shall discontinue purchases of capacity and electric energy required under this Agreement, unless such discontinuance is caused by reasons of Force Majeure or an Event of Default by Seller, and shall fail to cure such failure within fourteen (14) Days after demand therefor from Seller.
(4)      Company shall: (i) be dissolved, be adjudicated as bankrupt, or become subject to an order for relief under any federal bankruptcy law; (ii) fail to pay, or admit in writing its inability to pay, its debts generally as they become due; (iii) make a general assignment of substantially all its assets for the benefit of creditors; (iv) apply for, seek, consent to, or acquiesce in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for itself or any substantial part of its property; (v) institute any proceedings seeking an order for relief or to adjudicate it as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (vi) take any action to authorize or effect any of the foregoing actions.
(5)      Without the application, approval or consent of Company, a receiver, trustee, examiner, liquidator or similar official shall be appointed for Company or any part of its respective property, or a proceeding described in Section 8.1(B)(4)(v) shall be instituted against Company and such appointment shall continue undischarged or such proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive Days or Company shall fail to file timely an answer or other pleading denying the material allegations filed against it in any such proceeding.

SECTION 8.1
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(6)      Company shall fail to comply with an arbitrator’s decision under Article 17 (Dispute Resolution) within thirty (30) Days after such decision becomes binding on the Parties in accordance with Section 17.2(F)(4) (Decision) or, if such decision cannot be complied with within thirty (30) Days, Company shall fail to have commenced efforts designed to comply and diligently continued such efforts until compliance is attained.
(7)      Company shall fail to perform a material obligation of this Agreement not otherwise specifically referred to in this Section 8.1(B) (Default by Company), which failure shall have a material adverse effect on its ability to accept and pay for, or Seller’s ability to deliver, capacity and energy in accordance with the terms of this Agreement and which failure shall continue for forty-five (45) Days after written demand by Seller for performance thereof.
(8)      Company makes any representation or warranty to Seller required by, or relating to Company’s performance of, this Agreement that Company knew was incomplete, inaccurate, false or misleading in any material respect when made.
(C)      Cure Periods and Force Majeure Exceptions . Before becoming an Event of Default, the occurrences set forth in Section 8.1(A) (Default by Seller) and Section 8.1(B) (Default by Company) are subject to cure periods and Force Majeure exceptions as follows:
(1)      Under Section 8.1(A)(1) (Default by Seller), grace periods and the consequences of Force Majeure are addressed in Section 2.4(B) (Failure to Meet Commercial Operation Date Deadline) and no further opportunity to cure or Force Majeure exceptions are applicable;
(2)      Under Section 8.1(A)(3) (Default by Seller), grace periods and the consequences of Force Majeure are addressed in Section 2.4(A) (Failure to Meet Milestone Dates) and the consequences of Force Majeure are addressed in Section 18.3(A) (Milestone Dates) and no further opportunity to cure or Force Majeure exceptions are applicable;
(3)      Under Section 8.1(A)(13) through Section 8.1(A)(15) , Section 8.1(A)(22) , Section 8.1(B)(4) , Section 8.1(B)(5) and Section 8.1(B)(8) , no opportunities to cure or Force Majeure exceptions are applicable;
(4)      Under Section 8.1(A)(4) , Section 8.1(A)(6) , Section 8.1(A)(7) , Section 8.1(A)(8) , Section 8.1(A)(10) , Section 8.1(A)(11) , Section 8.1(A)(12), Section 8.1(A)(17) , Section 8.1(A)(18) , Section 8.1(A)(19) , Section 8.1(A)(21) , Section 8.1(B)(1) , Section 8.1(B)(2) , Section 8.1(B)(3) , and Section 8.1(B)(7) :
(a)      If the occurrence is not the result of Force Majeure, non-performing Party shall be entitled to a cure period, if any, to the limited extent expressly set forth in each section;
(b)      If the occurrence is not the result of Force Majeure, but it results from Catastrophic Equipment Failure and Seller is diligently working to repair or replace the affected equipment, Seller shall be entitled to a cure period equal to the lessor of the time it actually takes to replace the equipment which suffered a Catastrophic Equipment Failure or

SECTION 8.1
78




three hundred sixty (360) Days from the occurrence or inception of the Catastrophic Equipment Failure; or
(c)      If the occurrence is the result of Force Majeure, and if and so long as the conditions set forth in Section 18.2(A) (No Liability) are satisfied, the non-performing Party shall be entitled to a grace period as provided in Section 18.4 (Effect of Force Majeure on Other Events of Default), which shall apply in lieu of any cure periods provided in Section 8.1(C) (Cure Periods and Force Majeure Exceptions).

SECTION 8.1
79




8.2      Rights and Obligations of the Parties Upon Default
(A)      Notice of Default . Upon the occurrence of an Event of Default specified in Section 8.1 (Events of Default), the non-defaulting Party shall deliver to the defaulting Party (with a copy to the Financing Parties and/or the collateral agent designated therefor) a written notice which (i) declares that an Event of Default has occurred under Section 8.1 (Events of Default) of this Agreement; and (ii) identifies the specific provision or provisions of such section under which such Event of Default shall have occurred.
(B)      Right to Terminate
(1)      Notice of Termination. If an Event of Default under Section 8.1 (Events of Default) shall have occurred and not been cured within the cure periods provided in Section 8.1(C) (Cure Periods and Force Majeure Exceptions), or, as to Events of Default under Section 8.1(A)(8) pursuant to the remedial provisions described therein, or such other cure periods provided under the Financing Documents to which Company is a party, as applicable, the non-defaulting Party shall have the right to terminate this Agreement by delivering a written notice of termination which shall be effective thirty (30) Days from the date such notice is delivered, provided that if such notice of termination is not given within ninety (90) Days of the date such right to terminate is triggered, such termination shall not be effective.
(2)      Termination by Company
Without limitation to the other provisions of this Agreement, the earliest Day upon which a termination of this Agreement can be effective as a result of a failure to achieve the Commercial Operation Date Deadline would be the Day following expiration of the 180 Day COD Delay LD Period provided in Section 2.4(B)(3) (Daily Delay Damages and Termination Right).
(C)      Right to Demand Independent Engineering Assessment and Modification
(1)      If an Event of Default described in Section 8.1(A)(10) , or Section 8.1(A)(11) occurs, Company shall, prior to exercising its rights under Section 8.2(A) (Notice of Default) or Section 8.2(B) (Right to Terminate) on the basis thereof, give written notice to Seller that it will obtain an Independent Engineering Assessment concerning the failure to meet the specified warranted levels. Within thirty (30) Days after receipt by Seller of such notice, a president, vice president, or other authorized delegate of Company and Seller, both having full authority to settle the matter, shall personally meet in Hawaii and attempt in good faith to make the determination described in Section 8.2(C)(2) . If these officials reach agreement on a determination, the provisions of Section 8.2(C)(3) and Section 8.2(C)(4) shall apply thereto. If no meeting takes place within thirty (30) Days of Seller’s receipt of the aforesaid written notice, or if agreement between these officials is not reached within forty-five (45) Days of Seller’s receipt of such notice, Company may at any time thereafter require that an Independent Engineering Assessment be conducted in accordance with Section 3.3(B) (Company Right to Require Independent Engineering Assessment) except that in every instance all costs and expenses of such Independent Engineering Assessment shall be borne by Seller.

SECTION 8.2
80





(2)      The representatives of the Parties or the Qualified Independent Engineering Company based on the Independent Engineering Assessment, as applicable, shall determine whether there are commercially reasonable changes in the Facility, or in the manner in which Seller operates the Facility, which (i) could be implemented within two hundred and seventy (270) Days (or such other time period which Company and Seller mutually agree upon) after such findings are made by the Parties or the Qualified Independent Engineering Company, as the case may be, and (ii) could reasonably be expected to result in future operation of the Facility in each Contract Year at the following levels:
(a)      An EAF not less than ninety percent (90%) computed in accordance with Section 3.2(D)(2) (Equivalent Availability Factor);
(b)      An EFOR not to exceed five percent (5%) computed in accordance with Section 3.2(D)(3) (Equivalent Forced Outage Rate);
(c)      The Facility shall have the capability, within Good Engineering and Operating Practices and within the design limitations of the Facility equipment, of producing the Firm Capacity; or
(d)      No more than four (4) Unit Trips in the first Contract Year and no more than three (3) Unit Trips in any subsequent Contract Year.
(3)      If the representatives of the Parties or the Qualified Independent Engineering Company based on the Independent Engineering Assessment, as applicable, determine that there are no commercially reasonable changes meeting the requirements of Section 8.2(C)(2) , Company may thereafter declare an Event of Default on the basis of the failure described in Section 8.1(A)(10) or Section 8.1(A)(11) which preceded Company’s request for an Independent Engineering Assessment.

SECTION 8.2
81





(4)      If the representatives of the Parties or the Qualified Independent Engineering Company based on the Independent Engineering Assessment, as applicable, determine that there are commercially reasonable changes meeting the requirements of paragraph (2) above, Company may not declare an Event of Default on the basis of the failure described in Section 8.1(A)(10) or Section 8.1(A)(11) which preceded Company’s request for an Independent Engineering Assessment unless Seller either (i) fails to diligently carry out such recommended changes as determined in accordance with the procedures and requirements set forth in Section 3.3(B) (Company Right to Require Independent Engineering Assessment) or (ii) implements such changes but the Facility nevertheless does not meet the standards of Section 8.2(C)(2) in the first full Contract Year after such changes are implemented; provided that, if such right to declare an Event of Default is not exercised within three (3) Months after such first full Contract Year, Company shall be deemed to have waived such right. In the event that Seller implements such changes but the Facility nevertheless does not meet the standards of Section 8.2(C)(2) by the end of the first full Contract Year after such changes are implemented, Company may grant Seller additional time to implement additional changes in Company’s sole discretion.
(D)      Company’s Right to Enter and Operate the Facility . If an Event of Default by Seller under Section 8.1 (Events of Default) shall have occurred and not been cured within the cure periods provided in Section 8.1(C) (Cure Periods and Force Majeure Exceptions), and Company elects not to terminate this Agreement pursuant to Section 8.2(B) (Right to Terminate), Seller shall grant Company a license, upon five (5) calendar days prior written notice, to enter the Facility and to operate the same for no more than 365 consecutive Days for the purpose of curing Seller’s default in accordance with the operational and performance requirements of this Agreement, including, but not limited to Section 3.2 (Rights and Obligations of Seller) and Article 4 (Suspension or Reduction of Deliveries). Company, in its sole discretion, may use either Seller’s operator or Company’s employees or contractors, to staff the Facility for the period during which Company is operating the Facility as provided in this Section 8.2(D) . If Company chooses to use Seller’s operator during this period, Seller shall cooperate with Company in directing Seller’s operator to operate and maintain the Facility in accordance with Company’s instructions. If in Company’s sole discretion, Seller’s default cannot be cured, Company may terminate this Agreement with immediate effect at any time within the period during which Company is operating the Facility as provided in this Section 8.2(D) . Seller shall reimburse Company for all costs incurred by Company, including, but not limited to, its labor expenses for overtime and its expenses for contract labor in connection with operating the Facility until such time as the matter giving rise to the Event of Default has been cured, or Company terminates this Agreement pursuant to this Section 8.2(D) . Seller shall reimburse Company within thirty (30) days of Company’s request for reimbursement. In the event Seller fails to make timely reimbursement, Company may set off all amounts due from Seller for reimbursement against any amounts due by Company to Seller pursuant to Section 6.2(B) (Set Off) and Article 16 (Set Off). Company may also draw upon the Operating Period Security to satisfy Seller’s unpaid obligations for reimbursement required by this Section 8.2(D) . Seller shall remain fully responsible for performing all of its obligations under the Financing

SECTION 8.2
82




Documents and for meeting all payment obligations to its contractors and suppliers and for maintaining all necessary Permits to operate the Facility during the period in which Company is operating the Facility as provided in this Section 8.2(D) .
8.3      Equitable Remedies . Seller acknowledges that Company is a public utility and is relying upon Seller's performance of its obligations under this Agreement, and that Company and/or its customers may suffer irreparable injury as a result of the failure of Seller to perform any of such obligations, whether or not such failure constitutes an Event of Default or otherwise gives rise to one or more of the remedies set forth in Section 8.2 (Rights and Obligations of the Parties Upon Default). Accordingly, the remedies set forth in Section 8.2 (Rights and Obligations of the Parties Upon Default) shall not limit or otherwise affect Company's right to seek specific performance, injunctions or other available equitable remedies for Seller's failure to perform any of its obligations under this Agreement, irrespective of whether such failure constitutes an Event of Default.

SECTION 8.3
83




ARTICLE 9 - LIQUIDATED DAMAGES
9.1      Liquidated Damages. Recognizing that Company must provide the ultimate service to its customers and that the capacity and energy produced by the Facility is needed to meet the requirements of Company’s customers, and in order to avoid the difficulties of proof in connection with the damages Company would incur in the event of a failure of the Facility to meet the performance standards herein, the Parties agree that the following Liquidated Damages for failure by Seller to attain required performance: (i) constitute a reasonable and good faith estimate of the anticipated or actual loss or damage which would be incurred by Company as a result of such failure; (ii) are not intended as a penalty; (iii) may be invoked by Company to ensure that the Facility meets the performance standards established under this Agreement; and (iv) constitute Company’s sole and exclusive monetary remedy with respect to the matters set forth in Section 9.2 (Calculation of Liquidated Damages) and Section 9.3 (Damages in the Event of Termination by Company), provided, however, that Company’s invoking Liquidated Damages shall not limit or otherwise affect Company’s right to seek: (i) monetary damages when Liquidated Damages are not applicable under the terms of this Agreement and when Company has not terminated this Agreement; and (ii) specific performance or injunctive relief when monetary damages will not provide adequate relief.
9.2      Calculation of Liquidated Damages
(A)      Equivalent Availability Factor (EAF) . For each one-tenth (1/10) of a percentage point that the Equivalent Availability Factor of the Facility falls below the guaranteed level of ninety percent (90%) as specified in Section 3.2(D)(2) (Equivalent Availability Factor) on average for each Contract Year, Seller shall pay to Company Liquidated Damages in the amount set forth in the following table (on a progressive basis) upon proper demand at the end of such Contract Year. Said payment and any Liquidated Damages paid pursuant to this Section 9.2(A) (Calculation of Liquidated Damages, Equivalent Availability Factor) shall fully provide Liquidated Damages for any failure in the same period to meet the standards set out in Section 3.2(D)(2) (Equivalent Availability Factor).
EAF Damages Schedule :
90.0% - 100.0%     - 0 -
85.0% - 89.9%    $3,400 per 0.1%
80.0% - 84.9%    $4,500 per 0.1%
79.9% and below    $5,500 per 0.1%



SECTIONS 9.1 AND 9.2
84






(B)      Equivalent Forced Outage Rate (EFOR) . For each one-tenth (1/10) of a percentage point that the EFOR exceeds the guaranteed level of five percent (5%) as specified in Section 3.2(D)(3) (Equivalent Forced Outage Rate) on average for each Contract Year, Seller shall pay Company Liquidated Damages in the amount set forth in the following table (on a progressive basis) upon proper demand at the end of the current Contract Year:
EFOR Damages Schedule:
0.0 – 4.9%     - 0 -
5.0 – 9.9%    $1,500 per 0.1%
10.0 – 14.9%    $2,000 per 0.1%
15.0 and above    $2,500 per 0.1%


(C)      Excessive Unit Trips . For each Unit Trip in excess of the limit set forth in Section 3.2(D)(6) (Unit Trips) on average for the current Contract Year, Seller shall pay Company Liquidated Damages in the amount set forth in the following table (on a progressive basis) upon proper demand at the end of the current Contract Year:
Excessive Unit Trips:
1-3 unit trips            $6,500 per trip
4-7 unit trips            $9,500 per next trip
8-10 unit trips            $12,600 per next trip
   
(D)      Damages in the Event of Seller Labor Disputes . Liquidated Damages under this Agreement shall include payments required to be made by Seller as provided in Section 3.2(B)(7) (Seller’s Obligation to Maintain Workforce).
(E)      Milestone Delay Damages . Liquidated Damages under this Agreement shall include payments required to be made by Seller as provided in Section 2.4(A) (Failure to Meet Milestone Dates).
(F)      Daily Delay Damages . Liquidated Damages under this Agreement shall include Daily Delay Damages provided in Section 2.4(B)(3) (Daily Delay Damages and Termination Right).
(G)      Termination Damages . Liquidated Damages under this Agreement shall include Pre-COD Termination Damages and Post-COD Termination Damages provided in Section 9.3 (Damages in the Event of Termination by Company).


SECTION 9.2
85




9.3      Damages in the Event of Termination by Company
(A)      Pre-COD Termination Damages . If the Agreement is terminated by Company in accordance with this Agreement before the Commercial Operation Date due to an Event of Default where Seller is the defaulting Party, Company shall be entitled to Liquidated Damages in the amount of $500,000 (“ Pre-COD Termination Damages ”) in addition to any Milestone Delay Damages and Daily Delay Damages paid by Seller.
(B)      Post-COD Termination Damages . If the Agreement is terminated by Company in accordance with this Agreement after the Commercial Operation Date due to an Event of Default where Seller is the defaulting Party, Company shall be entitled to Liquidated Damages in the amount of $1 million (“ Post-COD Termination Damages ”).
(C)      Liquidated Damages Appropriate . Each Party agrees and acknowledges that (i) the damages that Company would incur due to early termination of the Agreement pursuant to Section 8.2(B) (Right to Terminate) would be difficult or impossible to predict with certainty, and (ii) the Pre-COD Termination Damages and Post-COD Termination Damages, as applicable, are an appropriate approximation of such damages.

SECTION 9.3
86





9.4      Payment of Liquidated Damages
(A)      Day Payment is Due . Seller shall pay the aggregate amount of Liquidated Damages provided in Section 9.2(A) (Equivalent Availability Factor) through Section 9.2(D) (Damages in the Event of Seller Labor Disputes) for each Contract Year within thirty (30) Days after such Contract Year; provided that, at Seller’s option, Seller may pay such amount in one-twelfth (1/12) increments per Calendar Month during the following Contract Year, along with a carrying charge on the balance of such amount computed at the Prime Rate plus three percent (3%) per annum. In the event Seller fails to pay Company undisputed amounts of Liquidated Damages due under this Section 9.4(A) within thirty (30) Days of receipt of Company’s written demand, Company may offset such undisputed amounts due against payments it is otherwise obligated to make under this Agreement.
(B)      Failure to Meet Milestones . Seller shall pay the aggregate amount of Liquidated Damages provided in Section 9.2(E) (Milestone Delay Damages) as provided in Section 2.4(A) (Failure to Meet Milestone Dates).
(C)      Daily Delay . Seller shall pay the aggregate amount of Liquidated Damages provided in Section 9.2(F) (Daily Delay Damages) as provided in Section 2.4(B)(3)(a) (Daily Delay Damages and Termination Right).
(D)      Termination . Seller shall pay the aggregate amount of Liquidated Damages provided in Section 9.2(G) (Termination Damages) within thirty (30) Days of the effective date of the termination of this Agreement by Company pursuant to Section 8.2(B) (Right to Terminate).
9.5      Adjustments . All of the dollar values noted in Section 9.2(A) (Equivalent Availability Factor) and Section 9.2(B) (Equivalent Forced Outage Rate) will be adjusted each Contract Year in accordance with Attachment I (Adjustment of Charges).
9.6      Other Rights Upon Default . Upon the occurrence of an Event of Default by either Party, the non-defaulting Party, subject to the rights described in this Agreement, including, but not limited to, Section 8.1(C) (Cure Periods and Force Majeure Exceptions), Section 8.2(B) (Right to Terminate), Section 8.2(C) (Right to Demand Independent Engineering Assessment and Modification), may exercise, at its election, any rights and claim and obtain any remedies it may have at law or in equity, including, but not limited to, compensation for monetary damages, injunctive relief and specific performance.



SECTIONS 9.4, 9.5, AND 9.6
87






ARTICLE 10 - COMPANY’S USE OF AND ACCESS TO FACILITY
10.1      Entry for Work On Site . Seller shall permit Company, its employees and agents (including but not limited to affiliates and contractors and their employees) to enter upon the Facility, with such prior notice as is reasonable under the circumstances and with at least prior oral notice in any event, to take such action as may be necessary in the reasonable opinion of Company to: (i) maintain, inspect, read and test meters and other Company equipment pursuant to Section 3.2(E) (Metering, Generator Remote Control, Data Acquisition/Communications); (ii) interconnect, interrupt (including, but not limited to, operating the manual disconnect device provided by Seller in accordance with Section 3.2(B)(4) (Personnel and System Safety)), monitor or measure electric generation produced at the Facility in accordance with the terms of this Agreement; and (iii) exercise any other rights Company may have under this Agreement.
10.2      Provision of Site Space . Seller shall provide without charge suitable space on the Site for all Company equipment to be placed on the Site under this Agreement. Suitable space as used herein means space appropriate for the intended use with adequate electric power, air conditioning, telecommunication wiring, security, and other necessary building services. In addition, Seller shall provide a means for reasonable access by Company to the Site, also without charge to Company, including suitable work space at the Site for Company.
10.3      No Ownership Interest . Neither Seller nor any Financing Party shall acquire any ownership interest or security interest in or lien or mortgage on any equipment installed, owned, and maintained at the Site by Company pursuant to this Agreement, and Company shall have a reasonable time after termination of this Agreement in which to remove such equipment.
10.4      Inspection of Facility Operation
(A)     Company’s Right to Inspect . Seller shall permit Company, its employees and agents (including but not limited to affiliates and contractors and their employees), from the Execution Date, to enter upon and inspect the Facility and the Facility’s design manuals and drawings, its operating and maintenance manuals, and Seller’s construction, operation and maintenance thereof from time to time, upon reasonable prior notice and accompaniment by Seller or a representative thereof.

SECTIONS 10.1, 10.2, 10.3 AND 10.4
88







(B)     Correction of Certain Conditions . If Company observes a condition that is not in compliance with the terms of this Agreement, Company may make a written request for Seller to correct such condition and Seller shall provide a written report on such condition within thirty (30) Days. If Company disagrees with Seller’s proposal to remedy the condition, a Qualified Independent Engineer will be chosen from the Qualified Independent Engineer’s List pursuant to Section 3.3(B)(1)(b) (Implementation of Independent Engineering Assessment) and the Qualified Independent Engineer will make a recommendation to remedy the situation. Seller shall abide by the Qualified Independent Engineer’s recommendation. Both Parties shall equally share in the cost for the Independent Engineering Assessment. However, Seller shall pay all costs associated with implementing the recommendation. Company’s inspection of Seller’s equipment or operation shall not be construed as endorsing the design thereof nor as any warranty of the safety or reliability of said equipment or operation nor as a waiver of any right by Company.




SECTION 10.4
89

 




ARTICLE 11 - AUDIT RIGHTS
11.1      Rights of Company . Company shall have the right throughout the Term and for a period of three (3) years following the end of the Term, as extended, upon reasonable prior notice, to audit the books and records of Seller only to the limited extent necessary to verify the basis for any claim by Seller for payments from Company. Company shall not have the right to audit other financial records of Seller. Seller shall make such records available at its offices in Hawaii during normal business hours. Company shall pay Seller’s reasonable actual, verifiable costs for such audits, including allocated overhead.
11.2      Rights of Seller . Seller shall have the right throughout the Term and for a period of three (3) years following the end of the Term, as extended, upon reasonable prior notice, to audit the books and related records of Company only to the limited extent necessary to verify the basis for charges invoiced by Company to Seller under this Agreement. Seller shall not have the right to audit other records of Company. Company shall make such information available during normal business hours at its offices in Hawaii. Seller shall pay Company’s reasonable actual, verifiable costs for such audits, including allocated overheads.


SECTIONS 11.1 AND 11.2
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ARTICLE 12 - REPRESENTATIONS, WARRANTIES AND COVENANTS

12.1 By Seller. Seller represents, warrants and covenants as follows:

(A) Duly Organized . Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full power, authority and legal right to execute and deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except to the extent that such enforcement may be limited by any bankruptcy, reorganization, insolvency, moratorium or similar laws affecting generally the enforcement of creditors' rights from time to time in effect.
(B) No Conflict . The execution and delivery of, and performance by Seller of its obligations under this Agreement will not result in a violation of, or be in conflict with, any provision of its Operating Agreement, or result in a violation of, or be in conflict with, or constitute a default or an event which would, with notice or lapse of time, or both, become a default under, any mortgage, indenture, contract, agreement or other instrument to which Seller is a party or by which it or its property is bound, where such violation, conflict, default or potential default would materially adversely affect Seller's ability to perform its obligations under this Agreement, or result in a violation of any statute, rule, order of any court or administrative agency, or regulation applicable to Seller or its property or by which it or its property may be bound, or result in a violation of, or be in conflict with, or result in a breach of, any term or provision of any judgment, order, decree or award of any court, arbitrator or governmental or public instrumentality binding upon Seller or its property, where such violation, conflict, or breach would have a material adverse affect on Seller's ability to perform its obligations under this Agreement.

(C) No Default . Seller is not in default, and no condition exists which, with notice or lapse of time, or both, would constitute a default by Seller under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto, evidence of indebtedness or other instrument of a material nature, to which it is party or by which it is bound, or in violation of, or in default under, any rule, regulation, order, writ, judgment, injunction or decree of any court, arbitrator or federal, state, municipal or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign, where such default, condition or violation would have a material adverse affect on Seller's ability to perform its obligations under this Agreement.

(D) No Litigation . Except as set forth on Attachment R (Seller’s Litigation Schedule), there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, pending against such Seller, or of which Seller has otherwise received official notice, or which to the knowledge of Seller is threatened against Seller, wherein an adverse decision, ruling or finding would have a material adverse affect on Seller's ability to perform its obligations under this Agreement.


SECTION 12.2
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(E) Experience, Qualifications and Resources . Seller has entered into this Agreement in connection with the conduct of its business and it has the experience, qualifications and access to financial resources necessary to operate and maintain the Facility in accordance with the terms and conditions of this Agreement.
(F) Substitute Principal . Except where Company’s consent is not required under Section 20.1 (Assignment by Seller), in the event Seller proposes a substitute managing member or members, principal entity or entity operating facility to avoid an Event of Default under Section 8.1(A)(15) (Default by Seller), the qualifications of such substitute managing member(s) to carry out the role of managing member and financial substance shall be reasonably satisfactory to Company.
(G) Substitute Entity Operating Facility . In the event Seller proposes a substitute entity operating facility to avoid an Event of Default under Section 8.1(A)(12) (Default by Seller), (i) the substitute entity operating facility shall have the qualifications or has contracted with an entity having the qualifications to operate the Facility in a manner consistent with the terms and conditions of this Agreement and (ii) the substitute entity operating facility shall have the creditworthiness and ability to perform its obligations hereunder in a manner consistent with the terms and conditions of this Agreement.
(H) Adequate Fuel Supply . Seller shall maintain at the Facility a supply of Fuel adequate to give Seller the ability to support the operation of the Facility pursuant to the terms and conditions of the Agreement.
(I) Non-Fossil Fuel . The Facility will operate solely on Fuel as defined in this Agreement.
(J) Own Account . Seller is acting for its own account and its decision to enter into this Agreement is based upon its own judgment, not in reliance upon the advice or recommendations of Company and it is capable of assessing the merits of, and understands and accepts the terms, conditions and risks of this Agreement. It has not relied upon any promises, representations, statements or information of any kind whatsoever that are not contained in this Agreement in deciding to enter into this Agreement.

12.2 By Company . Company represents and warrants as follows:

(A) Duly Organized . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Hawaii. Company has full power, authority and legal right to execute and deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable in accordance with its terms, except to the extent that such enforcement may be limited by any bankruptcy, reorganization, insolvency, moratorium or similar laws affecting generally the enforcement of creditors' rights from time to time in effect.
(B) No Conflict . The execution and delivery of, and performance by Company of its obligations under this Agreement will not result in a violation of, or be in conflict with, any provision of the articles of incorporation or bylaws of Company, or result in a violation of, or be

SECTION 12.2
92




in conflict with, or constitute a default or an event which would, with notice or lapse of time, or both, become a default under, any mortgage, indenture, contract, agreement or other instrument to which Company is a party or by which it or its property is bound, where such violation, conflict, default or potential default would materially adversely affect Company's ability to perform its obligations under this Agreement, or result in a violation of any statute, rule, order of any court or administrative agency, or regulation applicable to Company or its property or by which it or its property may be bound, or result in a violation of, or be in conflict with, or result in a breach of, any term or provision of any judgment, order, decree or award of any court, arbitrator or governmental or public instrumentality binding upon Company or its property, where such violation, conflict, or breach would have a material adverse affect on Company's ability to perform its obligations under this Agreement.

(C) No Default . Company is not in default, and no condition exists which, with notice or lapse of time, or both, would constitute a default by Company under any mortgage, loan agreement, deed of trust, indenture or other agreement with respect thereto, evidence of indebtedness or other instrument of a material nature, to which it is party or by which it is bound, or in violation of, or in default under, any rule, regulation, order, writ, judgment, injunction or decree of any court, arbitrator or federal, state, municipal or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign, where such default, condition or violation would have a material adverse affect on Company's ability to perform its obligations under this Agreement.

(D) No Litigation . There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, pending against such Company, or of which Company has otherwise received official notice, or which to the knowledge of Company is threatened against Company, wherein an adverse decision, ruling or finding would have a material adverse affect on Company's ability to perform its obligations under this Agreement.


SECTION 12.2
93




 
ARTICLE 13 - INDEMNIFICATION
13.1      Indemnification of Company
(A)      Personal Injury, Death or Property Damage . Seller shall indemnify, defend, and hold harmless Company, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, including but not limited to contractors and their employees (collectively referred to as an “ Indemnified Company Party ”), from and against any Losses suffered, incurred or sustained by any Indemnified Company Party or to which any Indemnified Company Party becomes subject, resulting from, arising out of or relating to any Claim by a third party not controlled by or under common ownership and/or control with Company (whether or not well founded, meritorious or unmeritorious) relating to any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of Seller or its agents or subcontractors, except to the extent that any of the foregoing is attributable to the gross negligence or willful misconduct of an Indemnified Company Party.
(B)      Compliance with Laws . Any Losses incurred by an Indemnified Seller Party for noncompliance by Seller or an Indemnified Seller Party with applicable Laws shall not be reimbursed by Company but shall be the sole responsibility of Seller. Seller shall indemnify, defend and hold harmless each Indemnified Company Party from and against any and all Losses in any way arising out of, incident to, or resulting directly or indirectly from the failure of Seller to comply with any Laws.
(C)      Notice . If Seller shall obtain knowledge of any Claim subject to Section 13.1(A) (Personal Injury, Death or Property Damage), Section 13.1(B) (Compliance with Laws) or otherwise under this Agreement, Seller shall give prompt notice thereof to Company, and if Company shall obtain any such knowledge, Company shall give prompt notice thereof to Seller.
(D)      Indemnification Procedures .
(1)      Notice . In case any Claim subject to Section 13.1(A) (Personal Injury, Death or Property Damage) or Section 13.1(B) (Compliance with Laws) or otherwise under this Agreement, shall be brought against an Indemnified Company Party, Company shall notify Seller of the commencement thereof and, provided that Seller has acknowledged in writing to Company its obligation to an Indemnified Company Party under this Section 13.1 (Indemnification of Company), Seller shall be entitled, at its own expense, acting through counsel acceptable to Company, to participate in and, to the extent that Seller desires, to assume and control the defense thereof, provided that Seller shall not compromise or settle a Claim against an Indemnified Company Party without the prior written consent of Company which consent shall not be unreasonably withheld.
(2)      Assumption and Control of Defense. Seller shall not be entitled to assume and control the defense of any such Claim subject to Section 13.1(A) (Personal Injury, Death or Property Damage), Section 13.1(B) (Compliance with Laws) or otherwise under this Agreement, if and to the extent that, in the opinion of Company, such Claim involves the

SECTION 13.1
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potential imposition of criminal liability on an Indemnified Company Party or a conflict of interest between an Indemnified Company Party and Seller, in which case Company shall be entitled, at its own expense, acting through counsel acceptable to Seller to participate in any Claim, the defense of which has been assumed by Seller. Company shall supply Seller with such information and documents requested by Seller as are necessary or advisable for Seller to possess in connection with its participation in any Claim to the extent permitted by this Section 13.1(D)(2) (Assumption and Control of Defense). An Indemnified Company Party shall not enter into any settlement or other compromise with respect to any Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.
(3)      Subrogation . Upon payment of any Losses by Seller pursuant to this Section 13.1 (Indemnification of Company) or other similar indemnity provisions contained herein to or on behalf of Company, Seller, without any further action, shall be subrogated to any and all claims that an Indemnified Company Party may have relating thereto.
(4)      Cooperation . Company shall fully cooperate and cause all Company Indemnified Parties to fully cooperate, in the defense of or response to any Claim subject to Section 13.1 (Indemnification of Company).
13.2      Indemnification of Seller.
(A)      Personal Injury, Death or Property Damage . Company shall indemnify, defend, and hold harmless Seller, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, including but not limited to contractors and their employees (collectively referred to as an “ Indemnified Seller Party ”), from and against any Losses suffered, incurred or sustained by any Indemnified Seller Party or to which any Indemnified Seller Party becomes subject, resulting from, arising out of or relating to any Claim by a third party not controlled by or under common ownership and/or control with Seller (whether or not well founded, meritorious or unmeritorious) relating to any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of Company or its agents or subcontractors, except to the extent that any of the foregoing is attributable to the gross negligence or willful misconduct of an Indemnified Seller Party.
(B)      Compliance with Laws . Any Losses incurred by an Indemnified Company Party for noncompliance by Company or an Indemnified Company Party with applicable Laws shall not be reimbursed by Seller but shall be the sole responsibility of Company. Company shall indemnify, defend and hold harmless each Indemnified Seller Party from and against any and all Losses in any way arising out of, incident to, or resulting directly or indirectly from the failure of Company to comply with any Laws.


SECTION 13.2
95




(C)      Notice . If Company shall obtain knowledge of any Claim subject to Section 13.2(A) (Personal Injury, Death or Property Damage) or otherwise under this Agreement, Company shall give prompt notice thereof to Seller, and if Seller shall obtain any such knowledge, Seller shall give prompt notice thereof to Company.
(D)      Indemnification Procedures .
(1)      Notice. In case any action, suit or proceeding subject to Section 13.2(A) (Personal Injury, Death or Property Damage), or otherwise under this Agreement, shall be brought against an Indemnified Seller Party, Seller shall notify Company of the commencement thereof and, provided that Company has acknowledged in writing to Seller its obligation to an Indemnified Seller Party under this Section 13.2 (Indemnification of Seller), Company shall be entitled, at its own expense, acting through counsel acceptable to Seller, to participate in and, to the extent that Company desires, to assume and control the defense thereof, provided , however, Company shall not compromise or settle a Claim against an Indemnified Seller Party without the prior written consent of Seller which consent shall not be unreasonably withheld.
(2)      Assumption and Control of Defense. Company shall not be entitled to assume and control the defense of any such Claim subject to Section 13.2(A) (Personal Injury, Death or Property Damage), or otherwise under this Agreement, if and to the extent that, in the opinion of Seller, such Claim involves the potential imposition of criminal liability on an Indemnified Seller Party or a conflict of interest between an Indemnified Seller Party and Company, in which case Seller shall be entitled, at its own expense, acting through counsel acceptable to Company, to participate in any Claim the defense of which has been assumed by Company. An Indemnified Seller Party shall supply Company with such information and documents requested by Company as are necessary or advisable for Company to possess in connection with its participation in any Claim, to the extent permitted by this Section 13.2(C)(2) (Assumption and Control of Defense). An Indemnified Seller Party shall not enter into any settlement or other compromise with respect to any Claim without the prior written consent of Company, which consent shall not be unreasonably withheld or delayed.
(3)      Subrogation. Upon payment of any Losses by Company pursuant to this Section 13.2 (Indemnification of Seller) or other similar indemnity provisions contained herein to or on behalf of Seller, Company, without any further action, shall be subrogated to any and all claims that an Indemnified Seller Party may have relating thereto.
(4)      Cooperation. Seller shall fully cooperate and cause all Seller Indemnified Parties to fully cooperate, in the defense of or response to any Claim subject to Section 13.2 (Indemnification of Seller).


SECTION 13.2
96





ARTICLE 14 - CONSEQUENTIAL DAMAGES

Except to the extent such damages are included in any Liquidated Damages provided in Article 9 (Liquidated Damages), indemnification as provided in Article 13 (Indemnification), damages from claims arising from or related to gross negligence or willful misconduct of a party or other specified measure of damages expressly provided for herein, neither party shall be liable to the other party for special, punitive, indirect, exemplary or consequential damages, whether such damages are allowed or provided by contract, tort (including negligence), strict liability, statute or otherwise.




ARTICLE 14
97





ARTICLE 15 - INSURANCE
15.1      Required Coverage . Seller shall, at its own expense, acquire and maintain, or cause to be maintained, commencing with the start of construction of the Facility, as applicable, and continuing throughout the Term, as applicable, the minimum insurance coverage set forth in Attachment J (Required Insurance), or such higher amounts as Seller and/or the Financing Parties reasonably determine to be necessary during construction and operation of the Facility. The insurance coverage required hereunder shall provide that it is primary with respect to Seller and Company. Seller's indemnity and other obligations shall not be limited by the foregoing insurance requirements. Any deductible shall be the responsibility of Seller.
15.2      Additional Insureds . The insurance policies specified in Section 2 (General Liability Insurance) and Section 3 (Automobile Liability Insurance) of Attachment J (Required Insurance) shall include Company as an additional insured, as its interest may appear, with respect to any and all third party bodily injury and/or property damage claims arising from Seller’s performance of this Agreement and, to the extent permitted by such insurers after commercially reasonable efforts of Seller to obtain such notice, shall require at least thirty (30) Days’ written notice to Seller prior to cancellation of, or material modification to, such policy and ten (10) Days’ written notice to Seller of cancellation due to failure by Seller to pay such premium. Such cancellation notice shall be disclosed to Company within two (2) Business Days of receipt. The insurance policies specified in Section 4 (Builders All Risk Insurance) and Section 5 (All Risk Property/Comprehensive Boiler and Machinery Insurance (Upon Completion of Construction)) of Attachment J (Required Insurance) shall include Company as loss payee, after the interests of the Financing Parties, as its interest may appear with respect to any property or boiler and machinery losses. Company acknowledges that Financing Parties shall be entitled to receive and distribute any and all loss proceeds as stipulated by any Financing Documents related to any policy described in this Article 15 (Insurance) and Attachment J (Required Insurance).
15.3      Evidence of Policies Provided to Company . Evidence of insurance for the coverage specified in this Article 15 (Insurance) shall be provided to Company within thirty (30) Days after Seller has bound coverage of the related policies or by the date specified in Section 2.3(A) (Company Conditions Precedent), whichever is later. Within thirty (30) Days of any change of any policy and upon renewal of any policy Seller shall provide certificates of insurance to Company. During the Term, Seller, upon Company’s reasonable request, shall make available to Company for its inspection at Seller’s designated location, certified copies of the insurance policies described in this Article 15 (Insurance) and Attachment J (Required Insurance).

SECTIONS 15.1, 15.2 AND 15.3
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15.4      Deductibles . Company acknowledges that any policy required herein may contain reasonable deductibles or self-insured retentions, the amounts of which will be reviewed for acceptance by Company. Acceptance will not be unreasonably withheld.
15.5      Application of Proceeds From All Risk Property/Comprehensive Boiler and Machinery Insurance . Seller shall use commercially reasonable efforts to obtain provisions in the Financing Documents, on reasonable terms, providing for the insurance proceeds from All Risk Property/Comprehensive Boiler and Machinery Insurance to be applied to repair of the Facility.
15.6      Annual Review by Company . The coverage limits shall be reviewed annually by Company and if, in Company's reasonable discretion, Company determines that the coverage limits should be increased, Company shall so notify Seller and the reasons therefor. The amount of any increase of the coverage limits, when considered as a percentage of the then existing coverage limits, shall not exceed the cumulative amount of increase in the Consumer Price Index occurring after the coverage limits herein were last set. Seller shall within thirty (30) Days of notice from Company increase the coverage as directed in such notice and the costs of such increased coverage limits shall be borne by Seller.

SECTIONS 15.4, 15.5 AND 15.6
99






ARTICLE 16 - SET OFF
Company shall have the right to set off any payment due and owing by Seller, including but not limited to any payment under this Agreement and any payment due under any arbitration award made under Article 17 (Dispute Resolution), against Company's payments of subsequent monthly invoices as necessary.

ARTICLE 16
100





ARTICLE 17 - DISPUTE RESOLUTION
17.1      Good Faith Negotiations . Except as otherwise expressly set forth in this Agreement, before submitting any claims, controversies or disputes (“ Dispute(s) ”) under this Agreement to the dispute resolution procedures set forth in Section 17.2 (Dispute Resolution Procedures), the presidents, vice presidents, or authorized delegates from both Seller and Company having full authority to settle the Dispute(s), shall personally meet in Hawaii and attempt in good faith to resolve the Dispute(s) (the “ Management Meeting ”).
17.2      Dispute Resolutions Procedures
(A)      Mediation . Except as otherwise expressly set forth in this Agreement and subject to Section 17.1 (Good Faith Negotiations), any and all Dispute(s) arising out of or relating to this Agreement, (i) which remain unresolved for a period of twenty (20) Days after the Management Meeting takes place or (ii) for which the Parties fail to hold a Management Meeting within sixty (60) Days of the date that a Management Meeting was requested by a Party, may upon the agreement of the Parties, first be submitted to confidential mediation in Honolulu, Hawaii pursuant to the administration by, and in accordance with the Mediation Rules, Procedures and Protocols of, Dispute Prevention & Resolution, Inc. (or its successor) or, in their absence, the American Arbitration Association (“ DPR ”) then in effect. If the Parties agree to submit the Dispute to confidential mediation, the parties shall each pay fifty percent (50%) of the cost of the mediation (i.e., the fees and expenses charged by the mediator and DPR) and shall otherwise each bear their own costs and attorney’s fees. If settlement of the Dispute(s) is not reached within sixty (60) Days after commencement of the mediation, either Party may initiate arbitration as set forth in Section 17.2(C) (Initiation of Arbitration) below.
(B)      Arbitration . If (i) any Disputes remain unresolved after such mediation concludes or the 60-Day mediation period has expired, or (ii) the Parties do not mutually agree to invoke mediation procedures, the Parties agree to submit any such Dispute(s) to binding arbitration in Honolulu, Hawaii pursuant to the administration by DPR, and in accordance with (aa) the Arbitration Rules, Procedures, and Protocols of DPR then in effect (or the commercial arbitration rules then in effect of its successor) (“ Arbitration Rules ”), (bb) HRS Chapter 658A (“ Chapter 658A ”) or the Federal Arbitration Act, 9 U.S.C. § 1 et seq., if applicable (“ FAA ”), and (cc) the procedures of this Section 17.2 (Dispute Resolution Procedures). To the extent that these procedures are permissible under Chapter 658A if the Parties agree to waive or vary the terms of the applicable Arbitration Rules and/or Chapter 658A and/or the FAA, the Parties do hereby so agree without prejudice to any application for judicial relief authorized by Chapter 658A. Capitalized and otherwise undefined terms in this Article 17 (Dispute Resolution) shall have the meanings set forth in the Arbitration Rules. The final award and order of the arbitrator(s) is binding upon the Parties and judgment upon the final award and order rendered may be entered in any court of competent jurisdiction.
(C)      Initiation of Arbitration . A Party shall initiate arbitration by giving to the other Party its written notice of its demand for arbitration, which notice shall include a detailed statement of its contentions of law and fact and remedies sought, and submitting such notice to DPR in accordance with the applicable Arbitration Rules. No such notice shall be valid or

SECTIONS 17.1 AND 17,2
101

 



effective to the extent that any claim(s) set forth therein would be barred by the applicable statute of limitations or laches. Such notice must be signed by the president, vice president or authorized delegate of the Party giving and submitting the notice and be delivered to the president of the other Party. The other Party shall file a detailed answering statement within twenty (20) Days of receipt of the notice of the demand for arbitration.
(D)      Procedures for Appointing Arbitrator(s) . The Parties hereby agree that arbitrator(s) shall be appointed according to the following procedure, notwithstanding any contrary or inconsistent provision of the Arbitration Rules.
(1)      Single Arbitrator. Within twenty (20) Days of the receipt by the initiating Party of the detailed answering statement, the Parties shall attempt to agree on a single arbitrator with apparent and substantial experience, knowledge or expertise with respect to electric utility practices and procedures or the design, construction and operation of biomass electric generating facilities, or as otherwise relevant to the subject matter of the Dispute.
(2)      Three-Arbitrator Panel. Should the Parties fail to agree on a single arbitrator within such 20-Day period, each Party may appoint one arbitrator within fourteen (14) Days thereafter pursuant to the Arbitration Rules. If any Party does not appoint an arbitrator within that 14-Day period, or if the arbitrator appointed by such Party is disqualified for any reason, Dispute Prevention & Resolution, Inc. shall appoint one or both of the arbitrator(s), as appropriate. Within twenty (20) Days of the appointment of the second arbitrator, the two appointed arbitrators shall attempt to agree upon the appointment of a third arbitrator to serve as the chair of the panel of arbitrators. If the two appointed arbitrators fail to agree upon the appointment of the third arbitrator within this 20-Day period or if the third arbitrator appointed by the two arbitrators is disqualified for any reason, Dispute Prevention & Resolution, Inc. shall appoint the third arbitrator. In the event of any selection of an arbitrator by DPR, the Parties hereby request that DPR give preference first to arbitrators with apparent and substantial experience, knowledge or expertise relevant to the subject matter of the Dispute and second to the residents of the State of Hawaii. The arbitration panel shall determine all matters by majority vote.
(3)      Disclosures and Objections. The Parties shall have 48 hours from the receipt of notice of the appointment of an arbitrator to request disclosures and shall have 48 hours from receipt of the notice of appointment of the arbitrator or the arbitrator’s last disclosure in which to assert an objection to the arbitrator’s appointment.
(E)      Conduct of the Arbitration by the Arbitrator(s) . Each arbitrator appointed pursuant to Section 17.2(D) (Procedures for Appointing Arbitrators) shall swear to conduct such arbitration in accordance with (i) the terms of this Article 17 (Dispute Resolution), (ii) the applicable Arbitration Rules, (iii) the laws of the State of Hawaii, (iv) the most recent Guidelines for Arbitrator Reimbursement established by the Financial Industry Regulatory Authority (or its successor) and (v) the Code of Ethics of the American Arbitration Association (“ Code of Ethics ”), provided that, notwithstanding any thing in the Code of Ethics to the contrary, and regardless of whether appointed by a single Party, each arbitrator shall (aa) be neutral, impartial and not predisposed to favor either Party and (bb) subsequent to appointment as an arbitrator, refrain from any and all ex parte communication with any Party.

SECTION 17.2
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(F)      Arbitration Procedures.
(1)      Duration of Proceedings . The Parties shall have one hundred twenty (120) Days from the date of the appointment of the single agreed arbitrator or the third arbitrator of the arbitration panel to perform discovery and present evidence and argument to the arbitrator(s), including, without limitation, all evidence and argument with respect to the costs of arbitration, attorney fees and costs, and all other matters to be considered for inclusion in the final award and order issued by the arbitrator(s).
(2)      Hearing . During this 120-Day period, the arbitrator(s) shall conduct a hearing to receive and consider all such evidence submitted by the Parties as the arbitrator(s) may choose to consider. The arbitrator(s) may limit the amount of time allotted to each Party presentation of evidence and argument at the hearing, provided that such time be allocated equally to each Party. Subject to the foregoing sentence, the arbitrator(s) shall have complete discretion over the mode and order of prehearing discovery, the issuance of subpoenas and subpoenas duces tecum for the production of witnesses and/or evidence prior to and at the hearing, the presentment of evidence, and the conduct of the hearing. The arbitrator(s) shall not consider any evidence or argument not presented during this 120-Day period. This 120-Day period may be extended for sufficient cause by the arbitrator(s) or by agreement of the Parties.
(3)      Discovery . The arbitrator(s) shall use all reasonable means to expedite discovery and may sanction a Party’s non-compliance with obligations hereunder to produce evidence or witnesses prior to the hearing, at depositions or at the hearing. Each Party shall require and warrant that (i) all records of such Party, its partners, members, or affiliates pertaining to the negotiation, administration, and enforcement of this Agreement shall be maintained in the possession of such Party for no fewer than seven (7) years, and (ii) each of its officers, employees, consultants, general partners, or managing members shall submit to the jurisdiction of the arbitrator(s) and shall comply with all orders and subpoenas issued with respect to the production of witnesses or evidence at and/or prior to the hearing. All such evidence and witnesses shall be made available at such Party’s sole expense in Honolulu, Hawaii.
(4)      Decision . Upon the conclusion of such 120-Day period, the arbitrators shall have thirty (30) Days to reach a determination and to give a written decision to the Parties, stating their findings of fact, conclusions of law and final award and order. The final award and order shall also state which Party prevailed or that neither Party prevailed over the other.

SECTION 17.2
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(5)      Fees and Costs . The costs of arbitration ( i.e. , the fees and expenses charged by the arbitrator(s) and DPR), the reasonable attorney fees of the Party that prevailed (but not including any attorney fees attributable to or charged by in-house counsel), and the reasonable costs of the Party that prevailed to the extent that such costs are recoverable pursuant to HRS § 607-9 (but not including testifying or nontestifying expert witness or consultant fees), shall be determined by the arbitrator(s) and awarded to the prevailing Party in the final award and order issued by the arbitrator(s); provided, however, that the arbitrator(s) shall have no power to award any costs incurred more than thirty (30) Days prior to the date of the notice and demand for arbitration. In the event neither Party prevails, the Parties shall each pay fifty percent (50%) of the cost of the arbitration ( i.e. , the fees and expenses charged by the arbitrator(s) and DPR) and shall otherwise each bear their own arbitration costs, attorney fees, costs and all other expenses of arbitration, including without limitation their own testifying or nontestifying expert witness and consultant fees.
(6)      Payment . To the extent the final award and order directs either Party to pay any amounts to the other Party, including, monetary damages, costs of arbitration, or reasonable attorney fees and costs:
(a)      if neither Party seeks judicial review of the final award and order, payment shall be made within ninety-five (95) Days after the final award and order is issued.
(b)      if either Party seeks judicial review of the final award and order, payment shall be made within thirty (30) Days after the available judicial review is exhausted.
(G)      Authority of the Arbitrators . Notwithstanding anything herein or in the Arbitration Rules to the contrary, the authority of the arbitrator(s) in rendering the final award and order is limited to the interpretation and/or application of the terms of this Agreement and to ordering any remedy allowed by this Agreement. The arbitrator(s) shall have no power to change any term or condition of this Agreement, deprive any Party of a remedy expressly provided hereunder, or provide any right or remedy that has been excluded hereunder. Notwithstanding anything herein or in the Arbitration Rules to the contrary, any Party who contends that the final award and order of the arbitrator(s) was in excess of the authority of the arbitrator(s) as set forth herein may seek judicial relief in the Circuit Court of the State of Hawaii for the circuit in which the arbitration hearing was held, provided that such judicial proceeding is initiated within thirty (30) Days of the final award and order and not otherwise.
17.3      Exclusion . The provisions of this Article 17 (Dispute Resolution) shall not apply to any disputes within the authority of an Independent Evaluator under Section 9 (Dispute) of Attachment U (Renewable Portfolio Standards).

SECTION 17.2 AND 17.3
104





ARTICLE 18 - FORE MAJEURE
18.1      Definition of Force Majeure . The term “ Force Majeure ” as used in this Agreement means a cause or event, which (i) is not within the reasonable control of the Party affected thereby, (ii) could not have been avoided by the affected Party's operation in accordance with Good Engineering and Operating Practices, and (iii) is not the result of the failure to act or the negligence of the affected Party. To the extent that such event satisfies the test set forth in the preceding sentence, Force Majeure includes without limitation: acts of God, sudden actions of the elements such as floods, earthquakes, landslides, storms, hurricanes, tornadoes, or volcanic activity; high winds or heavy rains of sufficient strength or duration to materially damage the Facility or significantly impair its construction, operation or repair of the Facility for a period of time; lightning; drought; fire; sabotage; vandalism beyond that which could reasonably be prevented by the Party claiming Force Majeure; terrorism; war; riots; environmental or climactic impacts; explosion; blockades; civil insurrection; island wide strikes; and emergency orders issued by a Governmental Authority; provided that the Facility shall be designed to withstand and operate during the events identified in Section 3.2(B)(1)(d) (Natural Events); and provided that none of the following constitute Force Majeure:
(A)      strikes or labor disturbances occurring at the Facility, except to the extent such strikes or labor disturbances at the Site are directly related to strikes or labor disturbances that are simultaneously disrupting other business operations on the island of Hawaii;
(B)      any acts or omissions of any third party, including, without limitation, any vendor, materialman, customer, or supplier of Seller, unless such acts or omissions are themselves caused by an event of Force Majeure as herein defined;
(C)      any full or partial curtailment in the electric output of the Facility that is caused by or arises from a mechanical or equipment breakdown or other conditions attributable to normal wear and tear;
(D)      changes in market conditions that affect the cost of Seller’s supplies, or that otherwise render this Agreement uneconomic or unprofitable for Seller;
(E)      Seller’s inability to obtain Permits, Land Rights or approvals of any type for the construction, operation, or maintenance of the Facility, unless such inability to obtain Permits, Land Rights or approvals for the construction, operation, or maintenance of the Facility is caused by Force Majeure as herein defined;
(F)      Seller’s inability to obtain sufficient Fuel, power or materials to operate the Facility, except if Seller’s inability to obtain sufficient Fuel, power or materials is caused by Force Majeure as herein defined;
(G)      Seller’s failure to obtain additional funds, including funds authorized by a state or the federal government or agencies thereof, to supplement the payments made by Company pursuant to this Agreement;


SECTION 18.1
105





(H)      litigation or administrative or judicial action pertaining to Seller’s interest in this Agreement, the Site, Land Rights, the Facility, any Permits, or the design, construction, maintenance or operation of the Facility; and
(I)      any full or partial curtailment in either the ability of the Facility to deliver its Firm Capacity or in the ability of Company to accept the Firm Capacity which is caused by any action or inaction of a third party, including but not limited to any vendor or supplier of Seller or Company, except to the extent such action or inaction is caused by Force Majeure as herein defined.
18.2      Consequences of Force Majeure
(A)      No Liability . Except to the extent otherwise provided in Section 18.3 (Effect of Force Majeure on Milestone Dates and Commercial Operation Date Deadline), neither Party shall be responsible or liable for any delay or failure in its performance under this Agreement, nor shall any delay, failure, or other occurrence or event become an Event of Default, to the extent such delay, failure, occurrence or event is substantially caused by conditions or events of Force Majeure, provided that:
(1)      The non-performing Party gives the other Party written notice within ten (10) Days of the event or occurrence giving rise to Force Majeure describing the particulars of the occurrence of Force Majeure;
(2)      The suspension of performance is of no greater scope and of no longer duration than is required by Force Majeure;
(3)      The non-performing Party proceeds with due diligence to remedy its inability to perform and provides weekly progress reports to the other Party describing actions taken to end or minimize the effects of the Force Majeure and the anticipated duration of the Force Majeure; and
(4)      When the non-performing Party is able to resume performance of its obligations under this Agreement, that Party shall give the other Party written notice to that effect.
(B)      Duty to Mitigate . The Party so excused shall make all reasonable efforts, to cure, mitigate or remedy such Force Majeure event. Any payments due as compensation for the obligation so excused shall also be excused for so long as the obligation is not performed due to Force Majeure. The burden of proof shall be on the Party claiming Force Majeure pursuant to this Article 18 (Force Majeure).

SECTION 18.2
106
 




(C)      Limited Relief . Other than as provided in Section 18.3(B) (Commercial Operation Date Deadline) and Section 18.4 (Effect of Force Majeure on Other Events of Default), neither Party shall be responsible or liable for any delays or failures in its performance under this Agreement as and to the extent (i) such delays or failures are substantially caused by conditions or events of Force Majeure, and (ii) the conditions of Section 18.2(A) (No Liability) are satisfied.
18.3      Effect of Force Majeure on Milestone Dates and Commercial Operation Date Deadline
(A)      Milestone Dates . During the occurrence of a Force Majeure event, each Condition Precedent in Section 2.3(A) (Company Conditions Precedent) and each Milestone Date in Attachment B (Milestone Events), shall be extended on a day-for-day basis until the end of such Force Majeure event; provided , however, in no event shall Force Majeure extend any such Milestone Date beyond the Commercial Operation Date Deadline as such date is extended by Force Majeure as provided in Section 2.4(B)(1)(a) (Force Majeure). In no event will any delay or failure to perform caused by any condition or event of Force Majeure extend this Agreement beyond its stated Term.
(B)      Commercial Operation Date Deadline . A condition or event of Force Majeure affecting the achievement of the Commercial Operation Date Deadline shall not relieve Seller from liability for any of the following: Milestone Delay Damages under Section 2.4(A)(1)(b) (Milestone Delay Damages), Daily Delay Damages under Section 2.4(B)(3 ) (Daily Delay Damages and Termination Right) and Section 9.4(C ) (Daily Delay), or Pre-COD Termination Damages for early termination under Section 2.4(A)(1)(c) (Termination and Pre-COD Termination Damages) and Section 9.3(A) (Pre-COD Termination Damages), although such a condition or event of Force Majeure shall, if and for so long as the conditions or event of Section 18.2(A ) (No Liability) are satisfied, have the effect of deferring such liability to the extent of the applicable grace period provided in Section 2.4(B)(1)(a) (Failure to Meet Commercial Operation Date Deadline, Force Majeure).
18.4      Effect of Force Majeure on Other Events of Default
(A)      Application . The provisions of Section 18.4(B) (Other Events of Default) shall apply to all Events of Default not covered by Section 18.3 (Effect of Force Majeure on Milestone Dates and Commercial Operation Date Deadline).
(B)      Other Events of Default . Subject to the limitation set forth in Section 18.4(A) (Application), if an occurrence that would constitute an Event of Default under Article 8 (Default) is the result of a condition or event of Force Majeure, Seller shall not be relieved from liability for Pre-COD Termination Damages or Post-COD Termination Damages for early termination under Section 9.3 (Damages in the Event of Termination By Company), although such a condition or event of Force Majeure shall, if and for so long as the conditions set forth in Section 18.2(A) (No Liability) are satisfied, have the effect of deferring such liability for the lesser of the duration of the Force Majeure or three hundred sixty (360) Days from the

SECTIONS 18.3 AND 18.4
107





occurrence or inception of the Force Majeure, as noticed pursuant to Section 18.2(A) (No Liability).
18.5      Obligations Remaining After Event of Force Majeure . No monetary obligations of either Party which arose before the occurrence of an event of Force Majeure causing the suspension of performance shall be excused as a result of such occurrence. The obligation to pay in a timely manner any payments owed pursuant to Article 5 (Rates for Purchase), and any other money for obligations and liabilities which matured prior to the occurrence of an event of Force Majeure is absolute and shall not be subject to the Force Majeure provisions. In the event of a Seller Force Majeure which reduces or limits the Facility’s capability to deliver capacity and/or energy, Company shall be obligated to pay for capacity and/or energy only to the extent such capacity and/or energy is made available by Seller. In the event of a Company Force Majeure which reduces or limits Company’s capability to purchase energy, Company shall pay for such reduced energy as it may accept, but shall remain obligated to pay for capacity to the extent made available by Seller in accordance with this Agreement.






























SECTION 18.5
108




 
ARTICLE 19 - ELECTRIC SERVICE SUPPLIED BY COMPANY
This Agreement does not provide for any electric services by Company to Seller. If Seller requires any electric services from Company, Company shall provide such service on a non-discriminatory basis in accordance with Company’s applicable tariff schedule, as of the Execution Date, as amended or revised from time to time by Company or successors thereof.







































ARTICLE 19
109

 




ARTICLE 20 - ASSIGNMENT
20.1      Assignment by Seller . This Agreement shall not be assignable by Seller without the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned); provided that Seller may, without the consent of Company, assign this Agreement (A) as required by the Financing Parties (if any) or otherwise in connection with Financing Documents (if any), or (B) to an affiliate, a wholly-owned subsidiary or a successor of Seller. If Seller plans to assign this agreement without the consent of Company, Seller shall provide written notice to Company with proof reasonably satisfactory to Company that the Agreement will be assigned (A) as required by the Financing Parties (if any) or otherwise in connection with Financing Documents (if any), or (B) to an affiliate, a wholly-owned subsidiary or a successor of Seller.
20.2      Assignment by Company . This Agreement shall not be assignable by Company without the prior written consent of Seller, which consent shall not be unreasonably withheld; provided that Company shall have the right, without the consent of Seller, to assign its interest in this Agreement to any affiliated company owned in whole or in part by Hawaiian Electric Industries, Inc., provided further that such assignment does not impair the ability of Seller to continue to receive the payments it is entitled to under this Agreement and, further provided that Company will remain directly responsible for any obligations under this Agreement that only Company, as the public utility serving the Island of Hawaii, can carry out.
20.3      Binding on Assigns . This Agreement and all of its covenants, terms and provisions shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and assigns.
20.4      Transfer Without Consent is Null and Void . Any sale, transfer, or assignment of any interest in the Facility or in this Agreement made without fulfilling the requirements of the Agreement shall be null and void and shall constitute an Event of Default pursuant to Article 8 (Default).














ARTICLE 20
110

 



ARTICLE 21 - SALE OF FACILITY BY SELLER
21.1      Company’s Right of First Negotiation
(A)      Right of First Negotiation . Should Seller ever desire to dispose of its right, title, or interest in the Facility, in whole or in part, other than the sale and leaseback of the Facility or other assignment or disposition of part or all of its ownership interest in the Facility to provide financing for the Facility, it shall first offer to sell such interest to Company. Seller shall not solicit any offers for the sale of the Facility with any other entity without first negotiating with Company for at least ninety (90) Days. The Parties may agree in writing to extend this period for negotiations. (Such 90-Day period, as extended as aforesaid, is referred to herein as the " Right of First Negotiation Period ".) During the Right of First Negotiation Period, the Parties shall negotiate in good faith concerning a purchase by Company unless, during that period, Company gives written notice that such negotiations are terminated. This Section shall not apply to unsolicited offers received by Seller or the sale or transfer of interests in Seller (except the sale or transfer of one hundred percent (100%) of the interests in Seller, or sales within a two-year period of interests totaling 100% of the interests in Seller) or the sale or transfer initiated by the Financing Parties pursuant to the Financing Documents. In the event Seller receives an unsolicited offer from a third party to purchase Seller’s right, title or interest in the Facility, Seller shall provide to Company a sworn affidavit from an officer of Seller made under the penalties of perjury that neither (1) such officer, nor (2) any employee or agent of Seller with the authority to legally bind Seller, nor (3) any other employee or agent of Seller acting on the instructions of an officer or agent of Seller with authority to legally bind Seller, solicited an offer to purchase Seller’s right, title or interest in the Facility from such third party. The sworn affidavit shall be provided by Seller to Company thirty (30) Days prior to closing the sale of its right, title and/or interest to such third party.
(B)      No Exercise of Right by Company .     In the event that Company does not exercise its right to purchase such interest in the Facility, Seller shall have the right to transfer or sell its interest in the Facility to any person or entity which proposes to acquire the Facility with the intent to continue the operation of the Facility in accordance with the provisions of this Agreement pursuant to an assignment of this Agreement as provided in Article 20 (Assignment). In such event, Company will grant assignment of this Agreement to the purchaser upon being reasonably satisfied that the assignee (i) has the qualifications or has contracted with an entity having the qualifications to operate the Facility in a manner consistent with the terms and conditions of this Agreement and (ii) has provided Company with reasonably adequate assurances of its creditworthiness and ability to perform its financial obligations hereunder in a manner consistent with the terms and conditions of this Agreement.
(C)      Right of Second Look . In the event the Parties fail to agree upon a sale of the Facility to Company prior to the expiration of the Right of First Negotiation Period, and Seller thereafter offers to sell the Facility to a third party during the following six months on terms, including but not limited to, price, conditions and timing, less favorable than those Company had offered, Seller shall notify Company in writing of such offer and Company shall have thirty (30) Days to submit its own offer. Thereafter, Seller shall negotiate exclusively with Company for ninety (90) days if the terms of Company’s offer are more favorable to Seller. If thereafter

SECTION 21.1
111

 



Seller and Company fail to reach an agreement for the sale of the Facility, Seller shall be deemed free to undertake negotiations with third parties for the sale of the Facility.
21.2      Purchase and Sale Agreement . If Seller and Company reach agreement on the terms for the sale of Facility to Company, the Parties agree to undertake good faith negotiations to execute a purchase and sale agreement within forty-five (45) Days. The purchase and sale agreement shall contain mutually acceptable terms and conditions, including but not limited to, the following, which are expressly subject to finalization of the complete set of terms and conditions:
(A)      Seller shall, as of the closing of the sale, convey good and marketable title to the Facility and Site, including all rights of Seller in the Facility or relating thereto, free and clear of all liens, claims, encumbrances, or rights of others, except as approved by Company in writing;
(B)      Seller shall assign or otherwise make available to Company all of Seller’s interest in all Project Documents and Permits that are then in effect and that are utilized for the operation or maintenance of the Facility;
(C)      Seller shall execute and deliver to Company such deeds, bills of sale, assignments and other documentation as Company may request to convey good and marketable title to the Facility free from all liens, claims, encumbrances, or rights of others;
(D)      Seller shall cause all liens on the Facility for monies owed (including liens arising from Financing Documents), and any liens in favor of Seller’s affiliates, to be released prior to closing on the sale of the Facility to Company;
(E)      Seller shall warrant, as of the date of the closing of the sale of the Facility to Company, good and marketable title to the Facility, free and clear of all other liens, claims, encumbrances and rights of others, except as approved by Company in writing;
(F)      Company shall have no liability for damages (including without limitation, any development and/or investment losses, liabilities or damages, and other liabilities to third parties) incurred by Seller on account of Company's purchase of the Facility, nor any other obligation to Seller except for the purchase price, and Seller shall indemnify Company against any such losses, liabilities or damages;
(G)      Company shall assume all of Seller's obligations with respect to the Facility accruing from and after the date of closing on the sale of the Facility to Company, including (a) to the extent assignable, all Permits held by, for, or related to the Facility, and (b) all of Seller's agreements with respect to the Facility provided to and approved by Company at least sixty (60) Days prior to the date of closing on the sale of the Facility to Company, except for such agreements Company has elected to terminate, in which case any related termination expenses shall be, at Company's option, paid directly by Company and deducted from the purchase price;
(H)      Seller shall indemnify Company against all of Seller's obligations with respect to the Facility accruing through the date of closing the sale of the Facility to Company;

SECTION 21.2
112

 




(I)      Seller shall warrant that the Facility is in good operating order and repair, ordinary wear and tear excepted, in condition to perform in accordance with past practice, with no major maintenance items deferred, except as disclosed to and approved by Company in writing at least sixty (60) Days prior to the date of closing on the sale of the Facility to Company; and
(J)      Seller shall warrant that, except as disclosed to and approved by Company in writing at least sixty (60) Days prior to the date of closing on the sale of the Facility to Company, the Facility conforms and has been operated by Seller in conformity with all Laws.
21.3      PUC Approval . Any purchase and sale agreement related to the Facility entered into by the Parties is subject to approval by the PUC and the Parties’ respective obligations thereunder are conditioned upon receipt of such approval, except as specifically provided otherwise therein.
(A)      PUC Approval . Company shall submit the purchase and sale agreement to the PUC for approval promptly after execution by both Parties. Seller will provide reasonable cooperation to expedite obtaining a PUC approval order including providing Company non-confidential information requested by the PUC and parties to the PUC proceeding in which approval is being sought.
(B)      Deadline for Obtaining Non-appealable PUC Approval of Amendment Order . The Non-appealable PUC Approval of Amendment Order must be obtained, and closing of the purchase and sale transaction must occur, within nine (9) Months of execution of the purchase and sale agreement by both Parties, or any extension of such period as agreed by the Parties in writing.
(C)      Failure to Obtain Non-appealable PUC Approval of Amendment Order . If a Non-appealable PUC Approval of Amendment Order has not been obtained prior to the deadline provided in Section 21.5(B) (Deadline for Obtaining Non-appealable PUC Approval of Amendment Order), either Party may give written notice to the other Party that it does not wish to proceed further with a sale of the Facility to Company.
(D)      Denial by PUC . If the Non-appealable PUC Approval of Amendment Order does not approve the purchase and sale agreement, either (i) the Parties may agree to renegotiate and submit a revised purchase and sale agreement to the PUC, or (ii) either Party may give written notice to the other Party that it does not wish to proceed further with a sale of the Facility to Company.



SECTIONS 21.3
113





ARTICLE 22 - RESERVED
    


  



 


ARTICLE 22
114

 




ARTICLE 23 - EQUAL EMPLOYMENT OPPORTUNITY
  
23.1      Equal Employment Opportunity . (Applicable to all contracts of $10,000 or more in the whole or aggregate. 41 CFR 60-1.4 and 41 CFR 60-741.5). Seller is aware of and is fully informed of Seller's responsibilities under Executive Order 11246 (reference to which includes amendments and orders superseding in whole or in part) and shall be bound by and agrees to the provisions as contained in Section 202 of said Executive Order and the Equal Opportunity Clause as set forth in 41 CFR 60-1.4 and 41 CFR 60-741.5(a), which clauses are hereby incorporated by reference.
23.2      Equal Opportunity For Disabled Veterans, Recently Separated Veterans, Other Protected Veterans and Armed Forces Service Medal Veterans . (Applicable to (i) contract of $25,000 or more entered into before December 31, 2003 (41 CFR 60-250.4) or (ii) each federal government contract of $100,000 or more, entered into or modified on or after December 31, 2003 (41 CFR 60 300.4) for the purchase, sale or use of personal property or nonpersonal services (including construction)). If applicable to Seller under this Agreement, Seller agrees that it is, and shall remain, in compliance with the rules and regulations promulgated under The Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended by the Jobs for Veterans Act of 2002, including the requirements of 41 CFR 60-250.5(a) (for orders/contracts entered into before December 31, 2003) and 41 CFR 60-300.5(a) (for orders/contracts entered into or modified on or after December 31, 2003) which are incorporated into this Agreement by reference.



ARTICLE 23
115





ARTICLE 24 - RESERVED




ARTICLE 24
116





ARTICLE 25 - MISCELLANEOUS

25.1      Notices
(A)      All notices, consents and waivers under this Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand, (ii) sent by telecopier (with printed confirmation of transmission), (iii) sent by certified mail, return receipt requested, or (iv) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a Party may designate by notice to the other Party):
Company:

By Mail:

Hawaii Electric Light Company, Inc.
P.O. Box 2017
Hilo, Hawaii 96729-1027
Attn: Manager, Production

Delivered:

Hawaii Electric Light Company, Inc.
1200 Kilauea Avenue
Hilo, Hawaii 96720-4295
Attn: Manager, Production


By facsimile:

Hawaii Electric Light Company, Inc.
Attn: Manager, Production
(808) 969-0425



SECTION 25.1
117





Seller:
By Mail or Delivered:
Hu Honua Bioenergy, LLC
One Embarcadero Center, Suite 1320
San Francisco, California 94111
Attention: Chief Executive Officer
With Copy to:
Hu Honua Bioenergy, LLC
P.O. Box 8
Pepeekeo, Hawaii 96783
By facsimile:
Hu Honua Bioenergy, LLC
Attn: Chief Executive Officer
    Facsimile: (415) 901-0907

(B)      Notice sent by mail shall be deemed to have been given on the date of actual delivery or at the expiration of the fifth Day after the date of mailing, whichever is earlier. Any Party hereto may change its address for written notice by giving written notice of such change to the other Party hereto.
(C)      Any notice delivered by facsimile must be followed by personal or mail delivery and the effective date of such notice shall be the date of personal delivery or, if by mail, the earlier of the actual date of delivery or the expiration of the fifth Day after the date of mailing.
(D)      The Parties may agree in writing upon additional means of providing notices, consents and waivers under this Agreement in order to adapt to changing technology and commercial practices.
25.2      Entire Agreement . This Agreement, including all Attachments, together with any confidentiality or non-disclosure agreements entered into by the Parties during the process of negotiating this Agreement and/or discussing the specifications of the Facility, including but not limited to that certain Mutual Confidentiality and Non-Disclosure Agreement entered into by and between the Parties on April 25, 2017, constitutes the entire agreement between the Parties relating to the subject matter hereof, superseding all prior agreements, understandings or undertakings, oral or written. Each of the Parties confirms that in entering into this Agreement, it has not relied on any statement, warranty or other representation (other than those set out in this Agreement) made or information supplied, by or on behalf of the other Party.

SECTION 25.2 And 25.3
118





25.3      Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns.
25.4      Relationship of the Parties . Nothing in this Agreement shall be deemed to constitute either Party hereto as partner, agent or representative of the other Party or to create any fiduciary relationship between the Parties. Seller does not hereby dedicate any part of Facility to serve Company, Company's customers or the public.
25.5      Further Assurances . If either Party determines in its reasonable discretion that any further instruments, assurances or other things are necessary or desirable to carry out the terms of this Agreement, the other Party will execute and deliver all such instruments and assurances and do all things reasonably necessary or desirable to carry out the terms of this Agreement.
25.6      Severability . If any term or provision of this Agreement or the application thereof to any person, entity or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, and the Parties will take all commercially reasonable steps, including modification of the Agreement, to preserve the economic “benefit of the bargain” to both Parties notwithstanding any such aforesaid invalidity or unenforceability.
25.7      No Waiver . Except as otherwise provided in this Agreement, no delay or forbearance of Company or Seller in the exercise of any remedy or right will constitute a waiver thereof, and the exercise or partial exercise of a remedy or right shall not preclude further exercise of the same or any other remedy or right.


SECTIONS 25.4, 25.5, 25.6, AND 25.7
119
 




25.8      Modification or Amendment . No modification, amendment or waiver of all or any part of this Agreement shall be valid unless it is reduced to a paper writing and signed via manual signature by both Parties. Seller shall not modify or amend or consent to a modification or amendment to any of the Financing Documents or Project Documents that adversely effects Company’s rights in Section 8.2(D) (Company’s Right to Enter and Operate the Facility) without the prior written consent of Company. Notwithstanding the foregoing, administrative changes mutually agreed by Company and Seller, such as changes to settings shown in Attachment A (Diagram of Interconnection) and changes to numerical values of performance standards in Section 3.2(C) (Delivery of Power to Company), shall not be considered amendments to this Agreement requiring PUC approval.
25.9      Governing Law, Jurisdiction and Venue. Interpretation and performance of this Agreement shall be in accordance with, and shall be controlled by, the laws of the State of Hawaii, other than the laws thereof that would require reference to the laws of any other jurisdiction. By entering into this Agreement, Seller submits itself to the personal jurisdiction of the courts of the State of Hawaii and agrees that the proper venue for any civil action arising out of or relating to this Agreement shall be Honolulu, Hawaii.
25.10      Facsimile Signatures and Counterparts . This Agreement may be executed and signatures transmitted electronically via the Internet or facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument binding all Parties notwithstanding that all of the Parties are not signatories to the same counterparts. For all purposes, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
25.11      Computation of Time . In computing any period of time prescribed or allowed under this Agreement, the Day of the act, event or default from which the designated period of time begins to run shall not be included. If the last Day of the period so computed is not a Business Day, then the period shall run until the end of the next Day which is a Business Day.


SECTIONS 25.8, 25.9, 25.10, AND 25.11
120

 




25.12      PUC Approval
(A)      PUC Approval of Amendment Order . The Parties acknowledge and agree that this Agreement is subject to approval by the PUC and the Parties’ respective obligations hereunder are conditioned upon receipt of such approval, except as specifically provided otherwise herein. Upon execution of this Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, an order from the PUC (“ PUC Approval of Amendment Order ”) that does not contain terms and conditions deemed to be unacceptable to Company or Seller, and is in a form deemed to be reasonable by Company, in its sole, but nonarbitrary, discretion, ordering that:
(1)      this Agreement is approved;
(2)      the Interconnection Agreement is approved;
(3)      the purchased power costs to be incurred by Company as a result of this Agreement are reasonable;
(4)      Company’s purchased power arrangements under this Agreement, pursuant to which Company will purchase energy and Firm Capacity from Seller, are prudent and in the public interest;
(5)      RESERVED.
(6)      the Fuel Component incurred by Company pursuant to this Agreement may be included in Company’s Energy Cost Adjustment Clause to the extent such costs are not included in base rates.
(7)      increases and decreases in the Fuel Component incurred by Company pursuant to this Agreement may be included in Company’s Energy Cost Adjustment Clause during the Term of the Agreement; and
(8)      if the Purchased Power Adjustment Clause is approved by the PUC, the costs incurred as a result of the Capacity Charge and the Variable O&M Cost component may be included in the Purchased Power Adjustment Clause to the extent such costs are not included in base rates.
(B)      Non-appealable PUC Approval of Amendment Order. The term “ Non-appealable PUC Approval of Amendment Order ” means a PUC Approval of Amendment Order that is not subject to appeal to any Circuit Court of the State of Hawaii, Intermediate Court of Appeals of the State of Hawaii, or the Supreme Court of the State of Hawaii, because the period permitted for such an appeal (the “ Appeal Period ”) has passed without the filing of notice of such an appeal, or that was affirmed on appeal to any Circuit Court of the State of Hawaii, Intermediate Court of Appeals of the State of Hawaii, or the Supreme Court of the State of Hawaii, or was affirmed upon further appeal or appellate process, and that is not subject to further appeal, because the jurisdictional time permitted for such an appeal and/or further

SECTIONS 25.12
121





appellate process such as a motion for reconsideration or an application for writ of certiorari has passed without the filing of notice of such an appeal or the filing for further appellate process.
(C)      Company's Written Statement .
(1)      Within two (2) Days of Company’s receipt of a PUC order regarding the approval of this Agreement, Company shall provide Seller with a copy of such order together with a written statement as to whether the conditions set forth in Section 25.12(A) (PUC Approval of Amendment Order) have been satisfied.
(2)      Within two (2) Days of Seller’s receipt of a PUC order regarding the approval of this Agreement, Seller shall provide Company with a written statement as to whether such order is acceptable to Seller. Notwithstanding any other provision to the contrary, if Seller’s or Company’s written statement provides that the order is not acceptable to Seller or Buyer, the order shall not be a “PUC Approval of Amendment Order,” the PUC Approval of Amendment Date shall not occur, and this Agreement shall be of no force of effect.
(3)      Within thirty (30) Days after the issuance of a PUC Approval of Amendment Order, Company shall provide Seller with a written statement as to whether the conditions set forth in Section 25.12(B) (Non-appealable PUC Approval of Amendment Order) have been satisfied.
(D)      PUC Approval of Amendment Date . As used in this Agreement, the term " PUC Approval of Amendment Date " shall be defined as follows:
(1)      If Company provides the written statements referred to in Section 25.12(C)(1) and Section 25.12(C)(3) (Company's Written Statement) to the effect that the only conditions referred to in Section 25.12(A) (PUC Approval of Amendment Order) and Section 25.12(B) (Non-appealable PUC Approval of Amendment Order) have been satisfied, the PUC Approval of Amendment Date shall be the date one Day after the issuance of the PUC Approval of Amendment Order; or
(2)      If Company provides the written statement referred to in Section 25.12(C)(2) (Company's Written Statement) to the effect that the condition referred to in Section 25.12(A) (PUC Approval of Amendment Order) has been satisfied, the PUC Approval of Amendment Date shall be as follows:
(a)      If a PUC Approval of Amendment Order is issued and is not made subject to a motion for reconsideration filed with the PUC or an appeal, the PUC Approval of Amendment Order Date shall be the date one Day after the expiration of Appeal Period following the issuance of the PUC Approval of Amendment Order;
(b)      If the PUC Approval of Amendment Order became subject to a motion for reconsideration, and the motion for reconsideration is denied or the PUC Approval of Amendment Order is affirmed after reconsideration, and such order is not made subject to an appeal, the PUC Approval of Amendment Date shall be deemed to be the date one Day after the expiration of the Appeal Period following the order denying reconsideration of or affirming the PUC Approval of Amendment Order; or

SECTIONS 25.12
122



(c)      If the PUC Approval of Amendment Order, or an order denying reconsideration of the PUC Approval of Amendment Order or affirming approval of the PUC Approval of Amendment Order after reconsideration, becomes subject to an appeal, then the PUC Approval of Amendment Date shall be the date upon which the PUC Approval of Amendment Order becomes a non‑appealable order within the meaning of the definition of a Non-appealable PUC Approval of Amendment Order in Section 25.12(B) (Non-appealable PUC Approval of Amendment Order).


SECTIONS 25.12
123




25.13      Change in Standard System or Organization
(A)      Consistent With Original Intent . If, during the Term of this Agreement, any standard, system or organization referenced in this Agreement should be modified or replaced in the normal course of events, such modification or replacement shall from that point in time be used in this Agreement in place of the original standard, system or organization, but only to the extent such modification or replacement is generally consistent with the original spirit and intent of this Agreement.
(B)      Eliminated or Inconsistent With Original Intent . If, during the Term of this Agreement, any standard, system or organization referenced in this Agreement should be eliminated or cease to exist, or is modified or replaced and such modification or replacement is inconsistent with the original spirit and intent of this Agreement, then in such event the Parties will negotiate in good faith to amend this Agreement to a standard, system or organization that would be consistent with the original spirit and intent of this Agreement.
25.14      Headings . The Table of Contents and paragraph headings of the various sections and attachments have been inserted in this Agreement as a matter of convenience for reference only and shall not modify, define or limit any of the terms or provisions hereof and shall not be used in the interpretation of any term or provision of this Agreement.


SECTIONS 25.13 AND 25.14
124





25.15      Definitions . Capitalized terms used in this Agreement not otherwise defined in the context in which they first appear are defined in Article 1 (Definitions).
25.16      No Third Party Beneficiaries . Nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the Parties any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their successors and permitted assigns.
25.17      Proprietary Rights . Seller agrees that in fulfilling its responsibilities under this Agreement, it will not use any process, program, design, device or material that infringes on any United States patent, trademark, copyright or trade secret (“ Proprietary Rights ”). Seller agrees to indemnify, defend and hold harmless Company from and against all losses, damages, claims, fees and costs, including but not limited to reasonable attorneys' fees and costs, arising from or incidental to any suit or proceeding brought against Company for infringement of third party Proprietary Rights arising out of Seller's performance under this Agreement, including but not limited to patent infringement due to the use of technical features of the Facility to meet the requirements of Section 3.2(B) (Operation and Maintenance of Facility), Section 3.2(C) (Delivery of Power to Company) and Section 3.2(D) (Warranties and Guarantees of Performance).
25.18      Limitations . Nothing in this Agreement shall limit Company's ability to exercise its rights as specified in Company's Tariff as filed with the PUC, or as specified in General Order No. 7 of the PUC's Standards for Electric Utility Service in the State of Hawaii, as either may be amended from time to time.
25.19      Settlement of Disputes . Except as otherwise expressly provided, any dispute or difference arising out of this Agreement or concerning the performance or the non-performance by either Party of its obligations under this Agreement shall be determined in accordance with the dispute resolution procedures set forth in Article 17 (Dispute Resolution) of this Agreement.
25.20      Environmental Credits and RPS . To the extent not prohibited by law, Company shall have the sole and exclusive right to use the electric energy purchased hereunder to meet the RPS and any Environmental Credit shall be the property of Company; provided, however, that such Environmental Credits shall be to the benefit of Company's ratepayers in that the value must be credited “above the line”. Seller shall use all commercially reasonable efforts to ensure such Environmental Credits are vested in Company, and shall execute all documents, including, but not limited to, documents transferring such Environmental Credits, without further compensation; provided, however, that Company agrees to pay for all reasonable costs associated with such efforts and/or documentation.
25.21      Attachments . Each Attachment referenced herein and attached hereto constitutes an essential and necessary part of this Agreement.
25.22      Hawaii General Excise Tax . Seller shall, when making any payments to Company under this Agreement, pay such additional amount as may be necessary to reimburse Company

SECTIONS 25.15 THROUGH 21.22.
125
 



for Hawaii General Excise Tax on gross income and all other similar taxes imposed on Company by any Governmental Authority with respect to payments in the nature of gross receipts tax, sales tax privilege tax or the like (including receipt of any payment made under this Section 25.22 (Hawaii General Excise Tax), but excluding federal or state net income taxes. By way of example and not limitation, as of the Execution Date, all payments subject to the 4.0% Hawaii general excise tax on Hawaii would be set at a rate of 4.16% so that the underlying payment will be net of such tax liability.
25.23      Survival of Obligations
(A)      The rights and obligations that are intended to survive a termination of this Agreement are all of those rights and obligations that this Agreement expressly provides shall survive any such termination and those that arise from Seller’s or Company’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time prior to or as a result of the termination of this Agreement, including, without limitation:
(1)      The obligation to pay Milestone Delay Damages under Section 2.4(A) (Failure to Meet Milestone Dates);
(2)      The obligation to pay Daily Delay Damages under Section 2.4(B)(3) (Daily Delay Damages and Termination Right);
(3)      The obligation to deliver the Facility under Section 3.2(N) (Seller’s Obligation to Deliver Facility);
(4)      Seller’s obligations under Section 8.2(B)(2) (Termination by Company);
(5)      The obligation to pay Pre-COD Termination Damages under Section 9.3(A) (Pre-COD Termination Damages) and Section 9.3(B) (Post-COD Termination Damages);
(6)      The requirements of Article 11 ( Audit Rights);
(7)      The indemnity obligations to the extent provided in Article 13 (Indemnification);
(8)      The obligation of confidentiality set forth in Section 3.2(M) (Financial Compliance);
(9)      The requirements of Article 17 (Dispute Resolution);
(10)      The limitation of damages under Article 14 (Consequential Damages);
(11)      The obligations under Section 21.1(A) (Company’s Right of First Refusal) and Section 21.2(D) (Right of First Refusal).

SECTION 25.23
126




(12)      Article 25 (Miscellaneous).
25.24      Negotiated Terms . The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. Therefore, if an ambiguity or question or intent or interpretation arises as to any aspect of this Agreement, then it will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
25.25      Certain Rules of Construction . For purposes of this Agreement:
(A)      [Reserved]
(B)      “Including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non‑exclusive, non‑characterizing illustrations.
(C)      “Copy” or “copies” means that the copy or copies of the material to which it relates are true, correct and complete.
(D)      When “Article,” “Section” or “Attachment” is capitalized in this Agreement, it refers to an article, section or attachment to this Agreement.
(E)      “Will” has the same meaning as “shall” and, thus, connotes an obligation and an imperative and not a futurity.
(F)      Titles and captions of or in this Agreement, the cover sheet and table of contents of this Agreement, and language in parenthesis following section references are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.
(G)      Whenever the context requires, the singular includes the plural and plural includes the singular, and the gender of any pronoun includes the other genders.
(H)      Each Attachment to this Agreement is hereby incorporated by reference into this Agreement and is made a part of this Agreement as if set out in full in the first place that reference is made to it.
(I)      Any reference to any statutory provision includes each successor provision and all applicable law as to that provision.
25.26      Settlement Agreement . Settlement Agreement. No later than June 20, 2017, Hu Honua Bioenergy LLC (“Hu Honua”) and Hawaiian Electric Industries, Inc., Hawaiian Electric Company, Inc., and Hawaii Electric Light Company, Inc. (collectively “Hawaiian Electric Companies”) shall enter into a written settlement agreement on terms and conditions agreeable to Hu Honua and Hawaiian Electric Companies that shall be subject to and conditioned on the

SECTIONS 25.24 AND 25.25.
127





PUC’s timely, non-appealable final approval of this PPA Agreement on terms satisfactory to Hu Honua and Hawaiian Electric Companies (“Settlement Agreement”). The Settlement Agreement shall include mutual releases by and between Hu Honua and the Hawaiian Electric Companies and a dismissal with prejudice of all claims asserted by Hu Honua against the Hawaiian Electric Companies, including any and all claims for monetary damages and other relief, in Hu Honua v. Hawaiian Electric Industries, Inc., Civil No. 16-00634. Such releases and dismissal shall only become effective upon satisfaction of all terms and conditions in the Settlement Agreement. For avoidance of doubt, the Settlement Agreement shall not require Seller to dismiss or release any claims against any person or entity other than the Hawaiian Electric Companies, and the Settlement Agreement shall be of no force or effect unless and until the PUC Approval of Amendment Order Date occurs. If the PUC Approval of Amendment Order Date does not occur for any reason, then this Section 25.26 notwithstanding, this Agreement shall have no effect on the right of Hu Honua or the Hawaiian Electric Companies to assert and pursue any and all claims and defenses in Civil No. 16-00634 or any other forum.

[SIGNATURES ON FOLLOWING PAGE]

SECTION 25.23
128





IN WITNESS WHEREOF, Company and Seller have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

Company: HAWAII ELECTRIC LIGHT COMPANY, INC., a Hawaii corporation
By:
/s/ Jay M. Ignacio
 
Name:
Jay M. Ignacio
 
Its:
President
 
 
 
 
 
 
 
By:
/s/ Susan A. Li
 
Name:
Susan A. Li
 
Its:
Vice President



Seller:    HU HONUA BIOENERGY, LLC, a Delaware limited liability company
By:
/s/ Harold H. Robinson
Name:
Harold H. Robinson
Its:
Member Board of Managers and Executive VP





SIGNATURE PAGE
129







ATTACHMENT A
DIAGRAM OF INTERCONNECTION

(See definitions of Metering Point and Point of Interconnection in Article 1 (Definitions) of the Agreement)

A.    The single-line diagram of the Company-Owned Interconnection Facilities is set forth in Schedule 1 to this Attachment.


B.    The Relay List and Trip Scheme for the Company-Owned Interconnection Facilities are set forth in Schedule 2 to this Attachment.

A-1




SCHEDULE 1
SWITCHYARD SINGLE-LINE DRAWING (4/13/12)
IMG02_SECTION55AND60.JPG

    
A-2



SCHEDULE 2
NEW SWITCHYARD RELAY LIST AND TRIP SCHEME (4/11/12)
IMG03_SECTION55AND60.JPG

    
A-3




SCHEDULE 2
NEW SWITCHYARD RELAY LIST AND TRIP SCHEME (4/11/12)
IMG04_SECTION55AND60.JPG

    
A-4



ATTACHMENT B
MILESTONE EVENTS

1.      Guaranteed Milestones . (See Section 2.4(A)(1) (Guaranteed Milestones Other than Commercial Operation Deadline) and Section 3.2(A)(2) (Milestone Dates) of the Agreement)

EVENT
MONTHS AFTER
PUC APPROVAL OF AMENDMENT DATE
Pass boiler hydro test
14-Months
Commercial Operation Date Deadline
18-Months

2.     Reporting Milestones . (See Section 2.4(A)(1 ) (Guaranteed Milestones Other than Commercial Operation Deadline) and Section 3.2(A)(2) (Milestone Dates) of the Agreement)

EVENT


MONTHS AFTER
PUC APPROVAL OF AMENDMENT DATE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Completion of necessary Emissions Testing
18-Months


B-1



ATTACHMENT C
SELECTED PORTIONS OF NERC GADS
The availability statistics are used in this Agreement to track the Available Capacity relative to the Firm Capacity. Capacity cannot be measured on the basis of energy delivery as energy is controlled by the Company Dispatch and thus energy produced is not necessarily equal to the Available Capacity.
Availability is based upon the Firm Capacity
The basis for the methodology are the definitions of EAF and EFOR in 2011 NERC GADS. For determination of the components of the calculation of EAF and EFOR, the unmodified 2010 NERC GADS methodology and definitions are to be utilized except that Forced Outage Hours, Equivalent Forced Derated Hours, Equivalent Planned Derated Hours, and Equivalent Unplanned Derated Hours will exclude hours where the derating or forced outage is the result of conditions identified as excluded from EAF and EFOR calculations in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller) . Where there is no definition provided here, the unmodified 2011 NERC GADS methodology and definitions should be utilized. For example, the determination as to whether outages and derations are considered Forced Outages and derations versus Planned Outages and derations shall be made in accordance with the NERC GADS guidelines. The intent of the following definitions and descriptions is meant to clarify application of the NERC methodology for this particular facility and incorporate the impact of excluding certain derations and outages due to Force Majeure and Company System Problems as described in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller).
(AH) Available Hours – For this Facility, AH is the equivalent of SH.
(SH) Service Hours – The total number of Unit Service Hours (sum of all hours the unit is in service,).
(FOH) Forced Outage Hours – The sum of all hours when the Available Capacity is less than the Firm Capacity due to Forced Outages (U1, U2, U3) and/or Startup Failures (SF), excluding hours where the Forced Outage and/or Startup Failure is the result of Force Majeure or Company System Problem conditions identified as excluded from EAF and EFOR calculations in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller) .
(EFDH) Equivalent Forced Derated Hours - The sum of all hours when the Available Capacity is less than the Firm Capacity due to Forced Derating(s) (D1, D2, D3), excluding hours where the Forced Outage and/or Startup Failure is the result of Force Majeure or Company System Problem conditions identified as excluded from EAF and EFOR calculations in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller) . The time period of the deration is transformed into equivalent full outage hour(s) by multiplying the actual duration

C-1
 



of the derating (hours) by the size of the reduction (in MW) and dividing by the Firm Capacity. The size of the reduction is equal to the Firm Capacity minus the Available Capacity. These equivalent hour(s) are then summed.
EFDH = Forced Derating Hours x (Size of Reduction)
(Firm Capacity )

(EPDH) Equivalent Planned Derated Hours - The sum of all hours when the Available Capacity is less than the Firm Capacity due to Planned Derating(s) (PD, DE), excluding hours where Planned Derating is the result of Force Majeure or Company System Problem conditions identified as excluded from EAF and EFOR calculations in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller) . The time period of the deration is transformed into equivalent full outage hour(s). This is calculated by multiplying the actual duration of the derating (hours) by the size of the reduction (in MW) and dividing by the Firm Capacity. The size of the reduction is equal to the Firm Capacity minus the Available Capacity. These equivalent hour(s) are then summed.
EPDH = (Planned Derating Hours x (Size of Reduction))
(Firm Capacity)
(EUDH) Equivalent Unplanned Derated Hours - The sum of all hours when the Available Capacity is less than the Firm Capacity due to Unplanned Deratings (D1, D2, D3, D4, DE), excluding hours where the Unplanned Derating is the result of Force Majeure or Company System Problem conditions identified as excluded from EAF and EFOR calculations in Section 3.2(D)(2) (Equivalent Availability Factor) , Section 3.2(D)(3) (Equivalent Forced Outage Rate) Section 4.2(B) (Company System Problems) and Section 4.2(C) (Review by Seller) . The time period of the deration is transformed into equivalent full outage hour(s). This is calculated by multiplying the actual duration of the derating (hours) by the size of the reduction (MW) and dividing by the difference between the Firm Capacity. The size of the reduction is the Firm Capacity minus the Available Capacity. These equivalent hour(s) are then summed.
EUDH = Unplanned Derating Hours x (Size of Reduction)
(Firm Capacity)
(PH) Period Hours – The number of hours that the Facility was in the active state for that reporting period.
(EAF) Equivalent Availability Factor – Calculated in accordance with the formula, terms and concepts defined by NERC GADS, but with the EPDH and EUDH modified as defined in this Agreement. EAF in NERC GADS has been reduced since Equivalent Seasonal Derating Hours will be considered zero and is defined as follows:

EAF = AH - EPDH – EUDH x 100%
PH

C-2



(EFOR) Equivalent Forced Outage Rate – Calculated in accordance with the formula, terms and concepts defined by NERC GADS with the FOH and EFDH modified as defined in this Agreement. EFOR shall be defined as follows
EFOR = FOH + EFDH x 100%
FOH + SH






C-3



ATTACHMENT D
FACILITY FUNCTIONAL DESCRIPTION
(See Section 2.1(B) (Facility Specifications) of the Agreement)
The Facility is a renewable dispatchable firm energy and capacity biofuel–fired boiler with a steam turbine and generator rated at 28 MVA. It will be owned, operated and maintained by Seller and capable of providing a net output of approximately 21.5 MW of Committed Capacity to the Company System on a 24 hour 7 Day per week basis with a normal Dispatch Range of 10.0 MW to 21.5 MW, with a minimum load of 7 MW, as described in Section 3.2.C.(9) of this Agreement. The major equipment consists of a boiler capable of being fueled by solid biomass or liquid biofuel (with a capacity of approximately 300,000 pounds per hour of steam at 1,250 psig and 825 o F), a Delaval turbine, and an Electric Machinery generator.
The primary fuel for the boiler will initially be eucalyptus or other wood chips from local plantations, with a plan to introduce leucaena or other wood chips from trees sourced by Seller, wood chips derived from local land clearing operations, and/or woody green waste diverted from local landfills or other substitute fuels which are consistent with Permits and boiler manufacturer’s specifications. Bio-diesel fuel will be used for start-up and flame stabilization.
The Facility is located on the Island of Hawaii, Hamakua Coast at Pepeekeo (TMK No. (3) 2–8–08–104). Built in 1971, it originally fired bagasse. It was later converted to firing coal under the ownership of Hilo Coast Power Company, with the power sold to Company. Seller represents that the plant is being refurbished and modified for biofuel operation with upgrades, including but not limited to, the control system, emissions controls, plant wiring, the boiler and turbine, and the interconnection facilities.
The Facility shall be designed as a renewable dispatchable firm energy and capacity generating unit in accordance with Section 2.1(B) (Facility Specifications), Article 3 (Specific Rights and Obligations of the Parties) and the Interconnection Agreement to meet the operational, performance and reliability requirements of Section 2.1(E) (Requirements for Electrical Energy Supplied by Seller)this Agreement.
Seller’s Facility shall include at least the following equipment:
Fuel processing facility including equipment for handling and storage of logs, chippers, and processed fuel storage.
Biomass boiler, fans, steam turbine, generator with condenser, baghouse, electrostatic precipitator, urea injection system, continuous emissions monitoring system, heat-exchangers, pumps, motor control centers, and condenser cooling water system.
Interconnection equipment including breakers, relays, switches, synchronizing equipment, monitoring equipment, transformers, metering devices and other

D-1




equipment related to the connection and operation of Seller’s Facility to the Company System as described in Section 2.1(B) (Facility Specifications), Article 3 (Specific Rights and Obligations of the Parties) and the Interconnection Agreement.


D-2
        
 



 
ATTACHMENT E
INTERCONNECTION AGREEMENT

INTERCONNECTION AGREEMENT
between
HU HONUA BIOENERGY, LLC
and
HAWAII ELECTRIC LIGHT COMPANY, INC.

INTERCONNECTION AGREEMENT

This INTERCONNECTION AGREEMENT (this “ Interconnection Agreement ”), is made as of this __ day of April, 2012, between HU HONUA BIOENERGY, LLC, a Delaware limited liability company with its principal offices in Pepeekeo, Hawaii (“ Seller ”), and HAWAII ELECTRIC LIGHT COMPANY, INC. , a Hawaii corporation with its principal offices in Hilo, Hawaii (the “ Company ”).
R E C I T A L S:
A.    Seller and Company have entered into a certain Power Purchase Agreement dated as of April__, 2012 (the “ Power Purchase Agreement ” or “ PPA ”), pursuant to which Seller will sell to Company electric energy and capacity from the Facility (as defined in the PPA). This Interconnection Agreement shall be in compliance with the terms and conditions of the PPA.
B.    In order to permit a flow of electric energy between the Facility and the Company System certain interconnection facilities need to be constructed, all as more particularly described in this Interconnection Agreement.
C.    Seller and the Company desire to set forth their respective responsibilities for the design, engineering, construction, ownership, operation and maintenance of the Interconnection Facilities, and certain costs and obligations associated therewith pursuant to the terms and conditions of this Interconnection Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Seller and Company agrees as follows:
A G R E E M E N T
Unless otherwise defined herein or in Schedule 1 (Definitions), all capitalized terms used in this Interconnection Agreement shall have the meanings assigned to such terms in the Power Purchase Agreement.
1.
Parallel Operation

E-1






Company agrees to allow Seller to interconnect and operate the Facility to provide renewable dispatchable firm energy and capacity in parallel with the Company System; provided , however, that such interconnection and operation shall not: (i) adversely affect Company's property or the operations of its customers and customers' property; (ii) present safety hazards to the Company System, Company’s property or employees or Company's customers or the customers' property or employees; or (iii) otherwise fail to comply with the Power Purchase Agreement. Such parallel operation shall be contingent upon the satisfactory completion, as determined solely by Company, of the Interconnection Acceptance Test, in accordance with Good Engineering and Operating Practices.
2.
Company-Owned Interconnection Facilities
(A)
General . Company shall furnish or construct (or may allow Seller to furnish or construct, in whole or in part), own, operate and maintain all Interconnection Facilities required to interconnect Company System with Facility at 69 kV, up to the Point of Interconnection (collectively, the “ Company‑Owned Interconnection Facilities ”) as described in this Interconnection Agreement.
(B)
Site . Where any Company-Owned Interconnection Facilities are to be located on the Site (as defined in PPA), Seller shall provide, at no expense to Company, a location and access acceptable to Company for all such Company-Owned Interconnection Facilities, as well as an easement, license or right of entry to access such Company-Owned Interconnection Facilities. If power sources (120/240VAC) are required, Seller shall provide such sources, at no expense to Company. Two other locations with Company-Owned Interconnection Facilities:
(i)
Pepeekeo Substation (“ Substation ”): The existing substation presently serving as the connection between Seller’s Facility and the Company System (hereinafter referred to as “ Substation ”). The Substation may serve as the potential “Temporary” Interconnection Facility, if needed, as set forth in this Interconnection Agreement.
(ii)
Upper Pepeekeo Switchyard (“ Switchyard ”): This new switchyard is being built as a Company-Owned Interconnection Facility for the Facility and shall be designated herein as the “ Switchyard ” in order to differentiate the scope of work requirements as between the Swithchyard and the Substation.
(C)
Interconnection Requirements Study dated July 16, 2010 and Addendum dated March 29, 2012 (“IRS”) . The IRS was performed in accordance with the terms of the IRS Letter Agreement to assess the projected interaction of the Facility with the Company System and the results thereof have been incorporated in this Interconnection Agreement as appropriate. Further analysis of the protection requirements will need to be performed by Company or its consultant once Seller updates its electrical plan and single-line diagram, including protection for the possible temporary interconnection.

E-2

 



(D)
Seller’s Payment Obligations . Company-Owned Interconnection Facilities for which Seller has agreed to pay in accordance with Section 4 (Seller Payment to Company for Company-Owned Interconnection Facilities and Review of Facility) include:
(i)
Acquisition of an approximate 5-acre site at the corner of Hawaii Belt Road and Sugar Mill Road identified as portion of TMK (3) 2-8-007-085, which will be the site for the Switchyard (“ Switchyard Site ”). Such funding shall include the costs of the environmental site assessment, land subdivision work, and any and all costs to acquire the Switchyard Site;
(ii)
Design and construction of the 69kV drops to interconnect the Switchyard to the existing Puueo-Pepeekeo (“8400”), Wailuku-Pepeekeo (“7400”), Honokaa-Pepeekeo (“7600”), and Hu Honua (Old “8400” line section from Mamalahoa Highway to Pepeekeo Substation) lines. Company shall submit to the PUC an application for a satisfactory PUC Approval of Amendment Order. Part of the procedural schedule for the PUC docket opened for this application may include a public hearing pursuant to HRS 269-27 with regard to the overhead line interconnection. Company shall provide information to the PUC in relation to the public hearing.
(iii)
Design, construction, and testing of the Switchyard in accordance with Attachment A , Schedule 1 , (New Switchyard Single-Line Drawing (4/13/12)), excluding the 69-34.5kV step-up transformer installation and associated structures, breaker, switches, and relays. The Switchyard shall include items such as the 69kV outdoor circuit breakers, bus, station power systems, enclosed auto-transfer station power switch, 69kV group operated disconnect switches, 69kV dry type potential transformers, 69kV dry type current transformers, bus tubing and/or conductors, connectors, control building with provisions to mount indoor relay panels, 125 volt DC system for controls and protective relaying, control circuits, grounding, support structures, foundations, ductline, handholes, grounding, fencing, and landscaping in accordance with Section 4 (Seller Payment to Company for Company-Owned Interconnection Facilities and Review of Facility). Protective relay equipment, communication, and setting changes at other substations as determined by the IRS.
(a)
If needed, interconnection to and testing of a temporary connection at the Substation to allow start-up and operation of Seller’s Facility prior to Commercial Operation Date with completion of the Switchyard to follow as soon as practicable but Switchyard to be completed within 6-months of start of work on temporary connection;

E-3

 



(iv)
Construction of a 69 kV line extension from the existing Pepeekeo Substation to the Point of Interconnection at the Site;
(v)
Supervisory control and communications equipment (including but not limited to, SCADA/RTU, microwave, satellite, dedicated phone line(s) and/or any other acceptable communications means (determined by Company), fiber optics, copper cabling, installation of batteries and charger system, etc.);
(vi)
Protective relays, instrument transformers, and other devices shown in Attachment A , Schedule 1 (New Switchyard Single-Line Drawing (4/13/12)) and Attachment A , Schedule 2 (New Switchyard Relay List and Trip Scheme (4/11/12)). A relay coordination study will be performed by the Company’s engineering consultant and paid by Seller to determine the relay settings for the Switchyard and remote Company switching stations affected by the additional ground fault current contribution and power flow from Seller’s Facility;
(vii)
69kV revenue meter support infrastructure;
(viii)
Any additional Interconnection Facilities needed to be installed as a result of final determination of Facility step-up transformer site, final electrical plan and single-line drawings along with the design of Facility to enable Company to complete the protection requirements for the Interconnection Facilities, and be compatible with Good Engineering and Operating Practices.
(E)
Reserved
(F)
Reserved
(G)
Construction of Company-Owned Interconnection Facilities By Seller :
Any work to be performed by Seller under this Interconnection Agreement (the “ Work ”) may be performed by Seller’s third-party consultants or contractors (collectively “ Contractors ”). Seller shall use Contractors that are familiar with Company standard design and specifications. Seller shall submit its list of proposed Contractors for Company’s review and written approval, which approval shall not be unreasonably withheld. Such response approving or disapproving Seller’s submission shall be provided by Company within fourteen (14) Days of Company’s receipt of said list.
Seller shall perform the following services at Seller’s expense with the cooperation of the Company:
(i)
Procurement of the Switchyard Site, including site survey, development of land subdivision application, purchase of the land, fees,

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commissions, and permitting and approvals for the construction of the Switchyard.
(ii)
The design, procurement of equipment and material, and construction of the Switchyard at the Switchyard Site. A detailed description of Seller’s responsibilities and scope of Work are set forth in Attachment B (Seller’s Responsibilities and Work Scope) to this Interconnection Agreement.
(iii)
Seller shall submit conceptual drawings, layout, grading plan, equipment and material lists, construction specifications and drawings, equipment documentation and warranties, and a detailed Interconnection Acceptance Test plan to Company for approval on or before 9 months after the PUC Approval of Amendment Date; Company will either approve such submittals and/or provide requested revisions within thirty (30) days.
(iv)
Seller shall complete site acquisition and use commercially reasonable efforts to obtain permits and approvals and start construction of the Switchyard on or before 12 months after the PUC Approval of Amendment Date.
(v)
When ready, Seller shall request Company’s Final Inspection of Switchyard. If accepted by Company, Seller shall turn over sufficiently completed, but de-energized, Switchyard to Company upon the Transfer Date, on or before 18 months after the PUC Approval of Amendment Date.
(vi)
Seller shall be responsible for calibration, assisting with Interconnection Acceptance Test and corrective work related to completion of the commissioning of the Switchyard with such work to be performed after the Transfer Date and energizing of the Facility.
(vii)
Seller shall design and construct overhead 69 kV lines and poles between Seller’s Facility and Substation, and, upon completion, transfer title, care, custody, and control of such overhead 69kV lines and poles to Company no later than the Transfer Date. Company shall be responsible for the termination of these 69 kV lines.
(H)
Coordination of Construction . Prior to initiating work on the plans for the Company-Owned Interconnection Facilities, including civil, structural, and construction drawings, specifications to vendors, vendor approved final drawings and materials lists (collectively, the “ Plans ”), Seller shall meet with Company to discuss the construction of such Company-Owned Interconnection Facilities, including but not limited to subjects concerning coordination of construction milestone dates, agreement on areas of interface design, and Company's design/drawing layout and symbols standards, equipment specifications and construction

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specifications and standards. Seller shall provide a critical path schedule for both the Switchyard and Facility to facilitate this discussion.
(I)
Plans . No later than thirty (30) Days before Seller orders materials and equipment for Company-Owned Interconnection Facilities to be constructed by Seller, Seller shall provide Company with the Plans for review and approval. The Plans for Company-Owned Interconnection Facilities to be constructed by Seller shall comply with: (i) all applicable Laws and Hawaii County building code IBC 2006; (ii) Company's design/drawing layout and symbol standards, equipment specifications, and construction specifications and standards, which shall be provided by Company to Seller within forty-five (45) Days of Seller’s request thereof; and (iii) Good Engineering and Operating Practices (collectively, the “ Standards ”).
(i)
Company Review/Approval of Equipment Orders: Seller shall provide for Company’s review and approval the detailed specifications for key equipment such as gas circuit breakers, disconnects, transformers, etc., including manufacturer, cost, options, warranties, O&M manuals, drawings, and shipping and handling details.
(ii)
Company Review/Approval of Construction Drawings and Specifications: Seller shall provide for Company’s review and approval the construction bid packages for the Switchyard, including drawings and specifications to be included in the construction bid packages.
(J)
Company’s Approval of the Plans . Unless otherwise agreed to by the Parties, Company shall have thirty (30) Days following receipt of the Plans to review, comment on, and approve the Plans, including but not limited to verification in writing to Seller that the Plans comply with the Standards, which verification shall not be unreasonably withheld. Company may request in writing a response from Seller to its comments and Seller shall respond in writing within thirty (30) Days of such request by providing: (i) its justification for why its Plans are acceptable; or (ii) changes in the Plans responsive to Company's comments. Seller shall not commence procurement and/or construction of the Company-Owned Interconnection Facilities to be constructed by Seller before the Company approves and accepts in writing each set of Plans.
(K)
Company Inspection . Seller’s Work shall be subject to Company inspections to ensure that the Work is done in accordance with the Standards. Company inspectors will be allowed access to the construction sites for inspections and to monitor the Work at all times. Company inspectors shall have the authority to work with Seller’s appropriate construction supervisor to stop any work that does not meet the Standards. All equipment and materials used in Company-Owned Interconnection Facilities to be constructed by Seller and/or its Contractors shall meet the Standards.

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(L)
Workmanship . In selecting employees to undertake the Work under this Interconnection Agreement, Seller and/or its Contractors shall select only those persons who are qualified by the necessary education, training and experience to provide high quality performance of the particular Work for which each such employee is responsible. Seller and Contractor personnel shall perform their Work in a responsible and quality workmanship manner.
(M)
Materials and Equipment . All materials and equipment used in the construction of the Company-Owned Interconnection Facilities shall be subject to Company’s approval in accordance with Section 2.(J) Company’s Approval of the Plans, shall be new, utility grade, of first class quality, and guaranteed by Seller and Contractors to be fit for the specific purpose for which the material is used. Materials and/or equipment not approved by Company may be rejected and require replacement with Company approved materials and/or equipment.
(N)
Warranty - Correction of Defective Work . Seller acknowledges its absolute responsibility for insuring that the materials and procedures used in the performance of its obligations under this Interconnection Agreement are sufficient to satisfactorily accomplish the Work, and that review and approval by Company of any drawings, specifications or other documents prepared by Seller in the performance of the Work shall not relieve Seller, its Contractor(s) or any of its subcontractors or vendors of its or their professional responsibility for the Work. Seller shall promptly correct without expense to Company all defective Work caused by: (a) inadequate or defective materials or workmanship furnished by Seller or its Contractor; (b) any failures of materials or workmanship to meet the Standards established herein; or (c) any other act or omission by Seller or its Contractors. Seller shall make such corrections of defective Work upon written notice thereof for any such defects that appear within two (2) years of Company's acceptance of the Work performed hereunder. If any of the Work fails to withstand reasonably anticipated operating conditions encountered within one (1) year of Company's acceptance of the Work, then such failure shall be presumed to be the result of defects in materials and workmanship for which Contractor is responsible.
(O)
Right to Reject. Due to the critical nature of Company’s operations, Seller agrees that if Company, in its sole discretion and after reasonable consultation with Seller, determines that any of Seller’s employees, Seller’s Contractors or Contractors’ employee, or material or equipment provided under this Interconnection Agreement shall be unsuitable for the performance of the Work, or that the continued presence of such employee, material or equipment at the Work site is not consistent with the best interests of Company, then in such an instance Company may request that Seller remove such employee, material or equipment from the Work and Seller shall forthwith comply with this request. Seller will then immediately replace such employee, material or equipment with an employee, material or equipment that fully meets the standards under this Interconnection Agreement and will do so at no cost to Company.

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(P)
Reserved .
(Q)
Interconnection Acceptance Test Procedures .
(i)
No later than thirty (30) Days prior to conducting the Interconnection Acceptance Test, Company and Seller shall agree on a written protocol setting out the detailed procedure and criteria for passing the Interconnection Acceptance Test. Schedule 4 (Interconnection Acceptance Test General Criteria) provides general criteria to be included in the written protocol for the Interconnection Acceptance Test. Seller shall provide Company with at least seven (7) Days advance written notice of the Interconnection Acceptance Test. Seller shall provide a final set of as-built drawings prior to the Interconnection Acceptance Test. No electric energy will be delivered from Seller to Company during this Interconnection Acceptance Test. Within fifteen (15) Business Days of successful completion of the Interconnection Acceptance Test, Seller shall provide Company with complete written results of the Interconnection Acceptance Test. Within seven (7) Business days of receipt of the written results of the Interconnection Acceptance Test, Company shall notify Seller in writing whether the Interconnection Acceptance Test has been passed and the date upon which the Interconnection Acceptance Test was passed.
(ii)
Company will coordinate and conduct the Interconnection Acceptance Test with Seller, and Seller shall timely correct any deficiencies identified during the Interconnection Acceptance Test. Seller will be responsible for the cost of Company personnel (and/or Company contractors) performing the duties (such as reviewing the Plans and reviewing the construction) necessary for Company-Owned Interconnection Facilities to be constructed by Seller (and/or its Contractors). If Company (i) does not make any inspection or test, (ii) does not discover defective workmanship, materials or equipment, or (iii) accepts Company-Owned Interconnection Facilities (that were constructed by Seller and or its Contractors), such action or inaction shall not relieve Seller from its obligation to do and complete the work in accordance with the Plans approved by Company
(iii)
A separate Interconnection Acceptance Test will be required for the temporary connection, if needed, following the same protocols of the Interconnection Acceptance Test.
(R)
Commercial Operation Date Deadline . Construction of the Interconnection Facilities and Interconnection Acceptance Test shall be completed in accordance with the requirements of this Interconnection Agreement and the PPA by 60-days prior to the Commercial Operation Date Deadline, as extended for Force Majeure, if applicable.

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(i)
Seller agrees to use commercially reasonable efforts to complete Switchyard and turn-over to Company for energizing and the Interconnection Acceptance Test in advance of the Facility’s Acceptance Test.
(ii)
If Seller and Company agree that the Switchyard will not be complete by the Commercial Operation Date Deadline, Company shall make temporary provisions for the interconnection of the Facility through the use of the Substation at least 60-days prior to energizing the Facility to the grid, in a manner satisfactory to Company, until such Interconnection Facility is completed.
(iii)
Seller must notify Company at least one hundred twenty (120) Days prior to the Commercial Operation Date Deadline that the use of the Substation for a temporary interconnection of the Facility will be required.
(iv)
Construction and testing of the Switchyard shall be completed as soon as practicable; in any event, the Switchyard must be completed within six (6) months of the start of work on the temporary connection.
3.
Seller-Owned Interconnection Facilities
(A)
Single-Line Diagram, Relay List, Relay Settings and Trip Scheme . A preliminary single-line diagram, relay list, relay settings, and trip scheme of the Switchyard has been attached to this Interconnection Agreement as Attachment A, Schedule 1 (New Switchyard Single-Line Drawing (4/13/12)) and Attachment A, Schedule 2 ( New Switchyard Relay List And Trip Scheme (4/11/12)). The Facility’s single-line diagram has not been finalized as of the Execution Date and when provided, the protection schemes and trip settings shall conform with the requirements of Section 3.2(A)(6) (Facility Protection Equipment) and Section 3.2(B)(3) (Protective Equipment) of the PPA. A final single-line drawing, relay list and trip scheme of the Facility shall, after having obtained prior written consent from Company, be attached as labeled "Final" Attachment A, Schedule 3 (Facility Single-Line Drawing) and “Final” Attachment A, Schedule 4 (Facility Relay List and Trip Scheme) to this Agreement and made a part hereof on the Commercial Operation Date. After the Commercial Operation Date, no changes shall be made to the "Final" Attachment A, Schedule 3 (Facility Single-Line Drawing) and “Final” Attachment A, Schedule 4 (Facility Relay List and Trip Scheme) without the prior written consent of Seller and Company. The single-line diagrams shall expressly identify the Point of Interconnection of Facility to Company System. Seller agrees that no material changes or additions to Facility as reflected in the final single-line diagram, relay list and trip scheme shall be made without Seller first having obtained prior written consent from Company. If any changes in or additions to the Facility, records and operating procedures are required by Company, Company shall specify such changes or additions to Seller in writing,

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and, except in the case of an emergency, Seller shall have the opportunity to review and comment upon any such changes or additions in advance.
(B)
Certain Specifications for the Facility
(i)
Seller shall furnish, install, operate and maintain the Facility including breakers, relays, switches, synchronizing equipment, monitoring equipment and control and protective devices approved by Company as suitable for parallel operation of the Facility with Company System in accordance with the terms of the PPA and this Agreement. The Facility shall be accessible at all times to authorized Company personnel.
(ii)
The Facility shall include:
(a)
The Fuel processing, biomass boiler and electrical equipment as described in Attachment D of the Power Purchase Agreement.
(b)
13.8 kV circuit breaker capable of three (3) cycle clearing and equipped with MRCTs as shown on Schedule 1 with 2000:5 ratio and C400 accuracy class or higher.
(c)
13.8kV/69kV Step up transformer, 20/27/33MVA OA/OA/FA rating, Wye-grounded high voltage to Delta low voltage connected windings, with adequate high voltage taps to allow generator to export power at a power factor range indicated in Article 2. Transformer shall have one set of 600/5 multi-ratio current transformers with accuracy C800 for the ground neutral overcurrent relay protection (Device 50/51N); step-up transformer equipped with high voltage and low voltage lightning arresters mounted on brackets close to the transformer terminals.
(d)
Lightning arresters mounted on the 69KV deadline line structure or metering structure (3) rated at 54kV.
(e)
Dial-up telephone line installed close to 69 kV metering cabinet to allow remote metering reading by Company. Seller will be responsible for the installation and maintenance cost of the telephone line. This telephone line may be shared with other existing telephone lines
(f)
69 kV manual disconnect at step-up transformer enclosure
(g)
69 kV metering devices (Primary & Backup) connected to one set of 69kV potential transformers (“PTs”) and

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69kV current transformers (“CTs”) to monitor the Facility step-up transformer. All instrument transformers with dry type and metering class accuracy. Included, but not limited to, potential fuse safety switches, current test-switches, meter cabinet and Form 9S meter sockets to enable sharing the instrument transformers for the primary and backup meters. Undervoltage relay to monitor and provide alarm back to the Company’s EMS for loss of metering potential. Two meters will be provided by the Company.
(a)
Seller to provide documentation on dry type metering PTs and dry type CTs to verify metering class construction and accuracy.
(h)
25 kV class cable with normal insulation or 15 kV class cable with 100% insulation required for reliable generator operation on the delta configured side of the step-up transformer. Additional insulation required to withstand the rise in potential on the un-faulted phases during a single-line to ground fault. Install associated ductline and handhold from Seller’s step-up transformer to Seller’s plant switchgear.
(i)
Communication system including fiber cable and communication equipment to interface to Seller’s Control System to allow Company to remotely monitor and control the load and power factor of the Facility. Seller’s Control System shall include, but not be limited to, a demarcation cabinet, ancillary equipment and software necessary for Seller to connect to Company’s Remote Terminal Unit (“ RTU ”), which shall provide the control signals to Facility and send feedback status and analogs to Company’s EMS including, at a minimum, the following outputs: net generating facility separate MW and Mvar transducers (measured at the Point of Interconnection), separate generator gross MW and Mvar transducers, upper MW limit for remote dispatch control (equal to Available Capacity), low MW limit for remote dispatch control, ramp rate under remote dispatch control, Mvar high and low limit based on unit capability curve at present MW, enable/disable status for remote dispatch control, meter loss of potential alarm, Seller’s 13.8 kV breaker open/close status, and other control functions that need to be interfaced with the RTU (MW raise/lower input from Company EMS, Voltage Target Setpoint Raise/Lower from Company EMS). The separate MW

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and Mvar transducers with 0-1 ma output and a +/- 0.1% accuracy signal to the Company’s supervisory system.
(j)
A power source to Seller’s Control System that is immune to system transients which may be the plant battery, a separate Uninterruptible Power Supply, or equivalent.
(k)
Protective relays at Seller's Facility per Attachment A, Schedule 1 (New Switchyard Single-Line Drawing (4/13/12)) and Attachment A, Schedule 2 ( New Switchyard Relay List And Trip Scheme (4/11/12)). In the event of any conflict between the specifications, the aforesaid Attachment A, Schedule 1 and Attachment A, Schedule 2 shall control. All relay settings to shall be stamped by Seller's State of Hawaii licensed electrical engineer. Relay setting to be implemented by Seller's licensed electrical contractor and verified by Company. The relays are:
(1)
Step up transformer differential relay to detect electrical faults within the step up transformer (SEL-387E) which will trip the 69 kV breakers in the Switchyard and the 13.8 kV breaker in Seller's Facility.
(2)
Step up transformer neutral ground overcurrent relay (device 350N/351N) and transformer sudden pressure relay (device 63) to detect faults within the step up transformer and trip the 69 kV breakers in the Switchyard and the 13.8 kV breaker in Seller's Facility.
(3)
Phase overcurrent relays (3) on the low voltage side of the step-up transformer (device 350/351) to trip the 13.8 kV circuit breaker for faults below the low voltage bushing.
(4)
Breaker failure relaying as shown on Schedule 1 and 2. These devices are SEL-501 breaker failure relays or equivalent.
(l)
Seller's generating facility switchgear and protective relays including phase overvoltage (device 59), undervoltage (device 27), voltage unbalance (device 47), reverse phase or phase unbalance (device 46), automatic lockout (device 86) set at "no restart mode", anti-

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motoring (device 32M), and over/under frequency (devices 810 & 81D). Relay settings to be prepared and stamped by Seller's State of Hawaii licensed electrical engineer. Relay settings to be implemented by Seller's contractors.
(m)
Tie breaker status and generator breaker status signals to Company supervisory control system.
(iii)
The Facility will comply with the recommendations of the updated February 2012 Interconnection Requirements Study and the following:
(a)     Point of Interconnection: The Point of Interconnection will be at the point of connection of Company’s 69kV line to Seller’s 69 kV manual disconnect at the step-up transformer at Seller’s Site . Seller will perform the termination to its equipment. Seller may install a 69 kV disconnect switch and all other items for its switching station (relaying, control power transformers, high voltage circuit breaker). The high-voltage circuit breaker, if required by Seller, will be fitted with bushing style current transformers for metering and relaying. Downstream of the high-voltage disconnect switch or high voltage circuit breaker, a structure will be provided for metering transformers.
(b)    Seller will provide within its fenced step-up transformer enclosure an air conditioned control house space and/or Facility power house with AC power for communication equipment, RTU, lighting, metering cabinet with two meter sockets with separate access for Company. Seller will provide 69kV revenue metering dry type PTs and dry type CTs (as specified by Company) and all conduits and accessories necessary for Company to install Company-supplied revenue meters. Seller will also provide within such area space for Company to install its communications, supervisory control and data acquisition (" SCADA ") RTU and certain relaying if necessary for the interconnection. Seller will work with Company to determine an acceptable location and size of the control house. Seller shall provide an acceptable demarcation cabinet within the fenced area where Seller’s and Company’s wiring will connect/interface.
(c)    Seller shall ensure that Seller-Owned Interconnection Facilities have a lockable cabinet for switching station relaying equipment. Seller shall select and install relaying equipment acceptable to Company. At a minimum the relaying equipment will provide over and under frequency (81), negative phase sequence (46), under voltage (27), over voltage (59), ground over voltage (59G), over current functions (50/51) and direct transfer trip. Seller shall install protective relays that operate a lockout relay, which in turn will trip the main circuit breaker.

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(d)    The relay protection system will be configured to provide overpower protection to enable Facility to comply with the Available Capacity.
(e)    Seller also shall provide at a minimum communications, telemetering and generator remote control equipment as required in Section 3.2(E)(2) (Communications, Telemetering and Generator Remote Control Equipment) of the PPA.
(f)    If Seller adds, deletes and/or changes any of its equipment, or changes its design in a manner that would change the characteristics of the equipment and specifications used in the IRS, Seller will be required to obtain Company's prior written approval. If an analysis to revise parts of the IRS is required, Seller will be responsible for the cost of revising those parts of the IRS, and modifying and paying for the cost of the modifications to the Facility and/or the Company-Owned Interconnection Facilities based on the revisions to the IRS.
(C)
Design Drawings, List of Equipment, Relay Settings and Fuse Selection . Seller shall provide to Company for its review the design drawings, a list of equipment to be installed at the Facility (including, but not necessarily limited to, items such as relays, breakers, and switches), relay settings and fuse selection for the Facility and Company shall have the right, but not the obligation, to specify the type of electrical equipment, the interconnection wiring, the type of protective relaying equipment, including, but not limited to, the control circuits connected to it and the disconnecting devices, and the settings that affect the reliability and safety of operation of Company's and Seller's interconnected system. Seller shall provide the relay settings, fuse selection, and AC/DC Schematic Trip Scheme (part of design drawings) for the Facility to Company at least sixty (60) Days prior to the Acceptance Test. Company, at its option, may, with reasonable frequency, witness Seller's operation of control, synchronizing, and protection schemes and shall have the right to periodically re-specify the settings. Seller shall utilize relay settings prescribed by Company, which may be changed over time as Company System requirements change.
(D)
Disconnect Device . Seller shall provide a manually operated disconnect device which provides a visible break to separate Facility from Company System. Such disconnect device shall be lockable in the OPEN position and be readily accessible to Company personnel at all times.
(E)
Other Equipment . Seller shall furnish, install and maintain in accordance with Company's requirements all conductors, service switches, fuses, meter sockets, meter (includes revenue metering structure, CTs and PTs and accessories) and instrument transformer housing and mountings, switchboard meter test buses, meter panels and similar devices required for service connections and meter installations at the Site.

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(F)
Maintenance of Seller-Owned Interconnection Facilities . Seller shall be responsible for the inspection, maintenance and repairs of Seller-Owned Interconnection Facilities.
Seller shall inspect Seller-Owned Interconnection Facilities in accordance with the following inspection plan:
Transmission line: Annual inspection
69 kV equipment at the Facility: Annual inspections with equipment cleaning every 5 years
Relay protection equipment: every 5 years
Revenue Metering PTs and CTs: every 5 years
Other equipment as identified: every 5 years
Seller shall furnish to Company a copy of records documenting such inspection and maintenance within thirty (30) Days of completion of such work.

4.
Seller Payment to Company for Company-Owned Interconnection Facilities and Review of Facility
(A)
Seller Payment to Company
(i)
For Company-Owned Interconnection Facilities to be designed, engineered and constructed by Company, Seller shall pay the Total Estimated Interconnection Cost which is comprised of the estimated costs of (aa) acquiring and installing such Company-Owned Interconnection Facilities, (bb) the engineering and design work (including but not limited to Company, affiliated Company and contracted engineering and design work) associated with (i) developing such Company-Owned Interconnection Facilities and (ii) reviewing and specifying those portions of Facility which allow interconnected operations as such are described in Attachment C (Company Responsibilities and Work Scope), and (cc) conducting the Interconnection Acceptance Test.
(ii)
Summary List of Company-Owned Interconnection Facilities and Related Services engineered and constructed by Company:
(a)
New 69 kV wooden poles and overhead lines to connect Company System circuits to the Switchyard.

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(b)
Fiber communication line with associated communication equipment within the control room at the Switchyard including, Remote Terminal Unit (RTU) and other associated communication equipment.
(c)
Fiber communication line, communication equipment, RTU, protective relay equipment, setting changes at other substations, UPS, revenue meters and other equipment within the control house at Hu Honua step up transformer site.
(d)
A more detailed description of Company responsibilities and work scope is provided in Attachment C ( Company Responsibilities and Work Scope ). Any additional Company-Owned Interconnection Facilities which may be identified in the detailed design.
(e)
Costs related to a potential temporary interconnection of Seller’s Facility through the Substation are not included in the following cost estimate, and such costs, if required, would be recovered from Seller as provided in Section 4(C) (True-Up) of this Interconnection Agreement.
(iii)
The following summarizes the Total Estimated Interconnection Cost:
Description
 
HELCO
Switching Station
 
$
1,009,410.00

Total Communications
 
$
334,650.00

Remote Relay Upgrades
 
$
172,550.00

69K V Line Work
 
$
281,390.00

New Swtichyard Site
 
$
25,000.00

Accept Test/Proj Manage
 
$
110,000.00

Total Estimated Cost:
 
$
1,933,000.00

The Total Estimated Interconnection Cost is $1,933,000.
(B)
Payment of Total Estimated Interconnection Costs . The Total Estimated Interconnection Cost, which, except as otherwise provided herein, is non-refundable and shall be paid in accordance with the following schedule:
(i)
Within 7-Days following the Execution Date, $83,000.00 is due and payable by Seller to Company to initiate project coordination and design work, meetings, preparation of Switchyard design specifications, environmental site assessment for the Switchyard Site, and design reviews;

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(ii)
Seller shall provide incremental payments with Notification to Proceed for Company’s work on the subject segment of Interconnection work by Company as follows:
(a)
Company shall not be obligated to perform engineering and design work, procurement, or construction on the specific segments of the Company-Owned Interconnection Facilities until Seller’s payment for said segment is received; and
(b)
Seller to provide Company with scheduled payments and Notification to Proceed instructions on each of the work segments below:
(1)
Notification to Proceed with preparation of design specifications for the Switchyard and preliminary design and project coordination work. Company estimates an approximate period of 12 weeks from Notification to Proceed to completion of design specifications,
(2)
Payment of $150,000 on or before June 5, 2012 and Seller’s Notification to Proceed with Company’s preliminary design work. Company estimates an approximate period of 20 weeks from Notification to Proceed to completion of this task.
(3)
Payment of $700,000 on or before August 31, 2012 and Seller’s Notification to Proceed with Company’s design work, and procurement of long-lead items and prefabrication work. Company estimates an approximate period of 30 weeks from Notification to Proceed to completion of this task.
(4)
Payment of $700,000 on or before January 30, 2013 and Seller’s Notification to Proceed with Company’s procurement, construction and testing to complete work scope on Company-owned interconnection components. Company estimates an approximate period of 30 weeks from Notification to Proceed to completion of this task.
(5)
Payment of $300,000 on or before May 31, 2013 and Seller’s Notification to Proceed with the completion of construction, commissioning work and Interconnection Acceptance Test. Company

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estimates an approximate period of 20 weeks from Notification to Proceed to completion of this task.
Any work by Company on each of these work segments will not proceed until after receipt of such written notification to proceed for those specific segments.
(C)
True-Up . A final accounting with respect to the Total Estimated Interconnection Cost shall take place within sixty (60) Days of the Commercial Operation Date or termination of Power Purchase Agreement. Within thirty (30) Days of such final accounting,Seller shall remit to Company the difference between the Total Estimated Interconnection Cost paid to date and the documented Total Actual Interconnection Cost. If in fact the documented Total Actual Interconnection Cost is less than the payments received by Company as the Total Estimated Interconnection Cost, Company shall repay the difference to Seller within thirty (30) Days of the final accounting.
(D)
Termination of the Power Purchase Agreement . If the PUC does not approve of the Power Purchase Agreement or if any Event of Default by Seller occurs such that termination of the Power Purchase Agreement results, or if the Power Purchase Agreement is declared null and void by either Party pursuant to Section 2.2(C) (PUC Approval ) of the PPA or as otherwise provided herein, Seller shall notify Company to stop work on any portion of the work which may be in progress at the point of termination. Company, at its sole discretion, shall have the following options upon such termination:
(i)
If no equipment, assets, or land have been acquired at the point of termination, then a True-Up of actual costs would be determined to that point as provided in Section 4(C) (True-Up) of this Interconnection Agreement , or
(ii)
If equipment, assets, and/or land have been acquired at the point of termination, Seller shall notify Company to stop work and each Party shall develop an accounting of its respective work to date and costs. The general disposition of partially completed work and assets is as follows:
(a)
Company will retain all equipment and work products as described in Attachment C (Company Responsibilities and Work Scope ) up to the point of stop work notification and perform a true-up of actual costs.
(b)
Seller will perform an inventory of all assets, equipment and work products for its work as described in Attachment B (Seller’s Responsibilities and Work Scope ) including the new Switchyard Site, Switchyard and 69 kV overhead line up to the point of stop work. Seller shall

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prepare a proposal to Company for purchase of the Switchyard Site, the Switchyard equipment and work products in an as-is condition, including all equipment warranties and equipment manuals. Company has the option to accept or reject the proposal or to negotiate the purchase price.
(c)
Should Company choose to purchase the Switchyard Site, Switchyard equipment and work products in an as-is condition Company will be responsible to complete the construction of the Switchyard at Company’s cost. If Company is required to seek PUC approval due to the purchase cost and estimated cost to complete the construction total being greater than $2.5 million, the purchase cannot be completed until Company receives such approval.
(E)
Ownership . All Company-Owned Interconnection Facilities including those portions, if any, provided, or provided and constructed, by Seller shall be deeded and transferred by Schedule 2 (Bill of Sale and Assignment) to Company and become the property of Company upon Transfer Date.
Prior to Transfer Date, all equipment and work products related to the land, construction of the Switchyard and overhead 69 kV line at Facility as described in Attachment B (Seller’s Responsibilities and Work Scope ) to this Interconnection Agreement shall be the responsibility and property of Seller.
Prior to Transfer Date, all equipment and work products related to the construction of the Company work scope for the Company-Owned Interconnection Facilities as described in Attachment C (Company Responsibilities and Work Scope ) to this Interconnection Agreement shall be the responsibility and property of Company.
5.
Ongoing Operation and Maintenance Charges
(A)
Prior to the Transfer Date . Seller shall maintain, at its cost, Company-Owned Interconnection Facilities that it or its Contractors constructed, if any, prior to the Transfer Date. Company shall not use or operate the Company-Owned Interconnection Facilities constructed by Seller prior to the Transfer Date.
(B)
On or After the Transfer Date . On and after the Transfer Date, Company shall own, operate and maintain all Company-Owned Interconnection Facilities.
6.
RESERVED
7.
RESERVED
8.
Land Restoration

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(A)
Land to be Restored . For the purposes of this Interconnection Agreement there are three (3) different locations with Company-Owned Interconnection Facilities. To differentiate these locations for the purpose of this Section 8 (Land Restoration), 1) “Site” means that portion of Seller’s Site where any Company-Owned Interconnection Facilities are located, 2) “Substation” relates real estate on which the existing Pepeekeo Substation and remaining improvements, and 3) “Switchyard Site” relates to the land for the new Switchyard.
(B)
Removal of Interconnection Facilities from Site . After termination of this Interconnection Agreement , Seller shall, at its expense, remove all (i) Company-Owned Interconnection Facilities from the Site and (ii) Seller-Owned Interconnection Facilities from the Site, as designated by Company; provided, however, that, Company may elect to remove all or part of the Company-Owned Interconnection Facilities and/or Seller-Owned Interconnection Facilities from the Site because of operational concerns over the removal of such Interconnection Facilities, in which case Seller shall reimburse Company for its costs to remove such Company-Owned Interconnection Facilities and/or Seller-Owned Interconnection Facilities.
9.
Transfer of Ownership/Title
(A)
Transfer of Ownership and Title . On the Transfer Date, Seller shall transfer to Company all right, title and interest in and to Company-Owned Interconnection Facilities to the extent such facilities were procured, designed and constructed by Seller and/or its Contractors as described in Attachment B (Seller’s Responsibilities and Work Scope ) . In connection with the transfer of Company-Owned Interconnection Facilities, Seller shall transfer and assign to Company all applicable manufacturers' or Contractors' warranties which are assignable. Seller shall provide a written list of the manufacturers' and Contractors' warranties which will be assigned to Company and the expiration dates of such warranties no later than thirty (30) Days before the Transfer Date.
(B)
No Liens or Encumbrances . Company's title to and ownership of Company-Owned Interconnection Facilities that were designed and constructed by Seller and/or its Contractors shall be free and clear of liens and encumbrances.
(C)
Land Rights . In connection with the transfer of Company-Owned Interconnection Facilities to Company, Seller shall grant, transfer or assign to Company, such Land Rights as are necessary to operate and maintain Company-Owned Interconnection Facilities on the Transfer Date. If Company removes Company-Owned Interconnection Facilities in a portion or all of the easement areas provided in Section 2(B) (Site) of this Interconnection Agreement and such areas are no longer necessary to the operation of the Company-Owned Interconnection Facilities, such easements shall be terminated for those unused areas, including but not limited to, the easement for the overhead lines at the Substation site. Seller shall transfer the deed and title to Company for the Switchyard Site on the Transfer Date.

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(D)
Form of Documents . The transfers to be made to Company pursuant to this Section 9 (Transfer of Ownership/Title) shall not require any further payment by Company. The form of the document to be used to convey title to the Company-Owned Interconnection Facilities that were designed and constructed by or on behalf of Seller shall be substantially in the form set forth in Schedule 2 (Form of Bill of Sale and Assignment). The form of the document(s) to be used to assign leases shall be substantially in the form set forth in Schedule 3 (Form of Assignment of Lease and Assumption). To the extent Land Rights, other than leases are granted to Company, appropriate modifications will be made to Schedule 3 (Form of Assignment of Lease and Assumption) to effectuate the granting of such Land Rights.
10.
Government Approvals for Any Company-Owned Interconnection Facilities Constructed by Seller
Seller shall obtain all required permits, licenses, approvals, certificates, entitlements and other authorizations issued by Governmental Authorities (the “ Government Approvals ”) required to construct, own, operate and maintain the Company-Owned Interconnection Facilities that Seller and/or its Contractors will construct and shall provide these prior to the Transfer Date. On or before the Transfer Date, Seller shall provide Company with (i) copies of all such Governmental Approvals obtained by Company regarding the construction, ownership, operation and maintenance of Company-Owned Interconnection Facilities that Seller and/or its Contractors constructed and (ii) documentation that all such Governmental Approvals have been closed with the issuing Governmental Authority. Upon the execution of this Interconnection Agreement, the Parties shall use good faith efforts to obtain, as soon as practicable, a satisfactory PUC Approval of Amendment Order. Company shall submit to the PUC an application for a satisfactory PUC Approval of Amendment Order.
11.
Land Rights
Seller shall obtain all Land Rights for the Site and Switchyard Site which are required to construct, maintain and operate the Company-Owned Interconnection Facilities. Seller shall use commercially reasonable efforts to obtain perpetual Land Rights, with the Switchyard Site to be acquired in fee. Such Land Rights shall contain terms and conditions which are acceptable to Company and shall be provided in advance to Company for its review. For so long as Seller has the right under this Interconnection Agreement to sell electric energy to Company, Seller shall pay for any rents and other payments due under such Land Rights that are associated with Company-Owned Interconnection Facilities.

12.
Contracts for Company-Owned Interconnection Facilities
For all contracts entered into by or on behalf of Seller for Company-Owned Interconnection Facilities to be designed, engineered and constructed, in whole or in part, by or on behalf of Seller, the following shall apply: (i) Company shall be made an

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intended third-party beneficiary of such contracts; and (ii) Company shall be provided with copies of such executed contracts, including the commercial terms.
13.
Indemnification
In connection with the performance of this Agreement, each Party agrees to indemnify defend and hold harmless the other Party from and against any and all liabilities, claims, losses, damages, or expenses, including reasonable counsel fees, whether arising before or after completion of the Work hereunder, which may be incurred or sustained by the indemnified party by reason of the negligence, willful act or omission of the other Party.
14.
Dismantling and Transfer of Existing Pepeekeo Substation to Seller
(A)
Seller shall acquire the Switchyard Site and construct the new Switchyard as described in Attachment B in exchange for Company’s existing Pepeekeo Substation.
(B)
The retirement and transfer of the existing Pepeekeo Substation to Seller shall occur not more than 6-months after the Switchyard is operational or Hu Honua Facility’s Commercial Operation Date, whichever is later, provided the PUC approved the land transfer. Under no circumstances shall the Substation be transferred to Seller without PUC approval.
(C)
Company shall de-energize Substation and disconnect and remove all overhead power lines. Company shall remove any and all equipment, material and structures, of Company’s choice, then transfer title and site improvements of Substation to Seller in an as-found condition.
(D)
Seller shall accept the Substation as-is and be responsible for the dismantling, demolition and disposal of the remaining equipment, structures and improvements and any and all clearing of all improvements and site restoration work.
(E)
Company will transfer ownership and title of the existing Pepeekeo Substation to Seller per Section 14(C) above, provided that Seller grants Company with an easement and access as necessary to operate and maintain the overhead 69 kV lines and poles above the Substation site.
15.
Miscellaneous
(A)
Notices
All notices, consents and waivers under this Interconnection Agreement shall be sent in accordance with Section 25.1 (Notices) of the PPA.
(B)
Entire Agreement
This Interconnection Agreement, including all Schedules, (together with the PPA, and all Attachments and Schedules thereto, and any confidentiality or non-

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disclosure agreements entered into by the Parties during the process of negotiating this Interconnection Agreement and/or discussing the specifications of the Facility) constitutes the entire agreement between the Parties relating to the subject matter hereof, superseding all prior agreements, understandings or undertakings, oral or written. Each of the Parties confirms that in entering into this Interconnection Agreement, it has not relied on any statement, warranty or other representation (other than those set out in this Interconnection Agreement) made or information supplied, by or on behalf of the other Party.
(C)
Binding Effect .
This Interconnection Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns.
(D)
Relationship of the Parties .
Nothing in this Interconnection Agreement shall be deemed to constitute either Party hereto as partner, agent or representative of the other Party or to create any fiduciary relationship between the Parties. Except as otherwise provided in this Interconnection Agreement or in the Purchase Power Agreement, Seller does not hereby dedicate any part of Facility to serve Company, Company's customers or the public.
(E)
Further Assurances
If either Party determines in its reasonable discretion that any further instruments, assurances or other things are necessary or desirable to carry out the terms of this Interconnection Agreement, the other Party will execute and deliver all such instruments and assurances and do all things reasonably necessary or desirable to carry out the terms of this Interconnection Agreement.

(F)
Severability
If any term or provision of this Interconnection Agreement or the application thereof to any person, entity or circumstance shall to any extent be invalid or unenforceable, the remainder of this Interconnection Agreement, or the application of such term or provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Interconnection Agreement shall be valid and enforceable to the fullest extent permitted by law, and the Parties will take all commercially reasonable steps, including modification of the Agreement, to preserve the economic “benefit of the bargain” to both Parties notwithstanding any such aforesaid invalidity or unenforceability.

(G)
No Waiver

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Except as otherwise provided in this Interconnection Agreement, no delay or forbearance of Company or Seller in the exercise of any remedy or right will constitute a waiver thereof, and the exercise or partial exercise of a remedy or right shall not preclude further exercise of the same or any other remedy or right.

(H)
Modification or Amendment
No modification, amendment or waiver of all or any part of this Interconnection Agreement shall be valid unless it is reduced to a paper writing and signed via manual signature by both Parties. Seller shall not modify or amend or consent to a modification or amendment to any of the Financing Documents or Project Documents without the prior written consent of Company.

(I)
Governing Law, Jurisdiction and Venue
Interpretation and performance of this Interconnection Agreement shall be in accordance with, and shall be controlled by, the laws of the State of Hawaii, other than the laws thereof that would require reference to the laws of any other jurisdiction. By entering into this Interconnection Agreement, Seller submits itself to the personal jurisdiction of the courts of the State of Hawaii and agrees that the proper venue for any civil action arising out of or relating to this Interconnection Agreement shall be Honolulu, Hawaii.

(J)
Facsimile Signatures and Counterparts
This Interconnection Agreement may be executed and signatures transmitted electronically via the Internet or facsimile. This Interconnection Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument binding all Parties notwithstanding that all of the Parties are not signatories to the same counterparts. For all purposes, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.

(K)
Computation of Time
In computing any period of time prescribed or allowed under this Agreement, the Day of the act, event or default from which the designated period of time begins to run shall not be included. If the last Day of the period so computed is not a Business Day, then the period shall run until the end of the next Day which is a Business Day.

(L)
PUC Approval

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The Parties’ respective obligations hereunder shall be contingent on Company’s receipt of the Non-appealable PUC Approval of Amendment Order as defined in the PPA.
(M)
Change in Standard System or Organization
(1)      Consistent With Original Intent
If, during the Term of this Interconnection Agreement, any standard, system or organization referenced in this Interconnection Agreement should be modified or replaced in the normal course of events, such modification or replacement shall from that point in time be used in this Interconnection Agreement in place of the original standard, system or organization, but only to the extent such modification or replacement is generally consistent with the original spirit and intent of this Interconnection Agreement.
(2)      Eliminated or Inconsistent With Original Intent
If, during the Term of this Interconnection Agreement, any standard, system or organization referenced in this Interconnection Agreement should be eliminated or cease to exist, or is modified or replaced and such modification or replacement is inconsistent with the original spirit and intent of this Interconnection Agreement, then in such event the Parties will negotiate in good faith to amend this Interconnection Agreement to a standard, system or organization that would be consistent with the original spirit and intent of this Interconnection Agreement.

(N)
Headings
The paragraph headings of the various sections and schedules have been inserted in this Interconnection Agreement as a matter of convenience for reference only and shall not modify, define or limit any of the terms or provisions hereof and shall not be used in the interpretation of any term or provision of this Interconnection Agreement.

(O)
No Third Party Beneficiaries
Nothing expressed or referred to in this Interconnection Agreement will be construed to give any person or entity other than the Parties any legal or equitable right, remedy, or claim under or with respect to this Interconnection Agreement or any provision of this Interconnection Agreement. This Interconnection Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties and their successors and permitted assigns.

(P)
Proprietary Rights
Seller agrees that in fulfilling its responsibilities under this Interconnection Agreement, it will not use any process, program, design, device or material that

E-25

 



infringes on any United States patent, trademark, copyright or trade secret (“ Proprietary Rights ”). Seller agrees to indemnify, defend and hold harmless Company from and against all losses, damages, claims, fees and costs, including but not limited to reasonable attorneys' fees and costs, arising from or incidental to any suit or proceeding brought against Company for infringement of third party Proprietary Rights arising out of Seller's performance under this Interconnection Agreement, including but not limited to patent infringement due to the use of technical features of the Facility.

(Q)
Settlement of Disputes
Except as otherwise expressly provided, any dispute or difference arising out of this Interconnection Agreement or concerning the performance or the non-performance by either Party of its obligations under this Interconnection Agreement shall be determined in accordance with the dispute resolution procedures set forth in Article 17 (Dispute Resolution) of the PPA.

(R)
Schedules
Each Schedule constitutes an essential and necessary part of this Interconnection Agreement.

(S)
Hawaii General Excise Tax .
Seller shall, when making payments to Company under this Interconnection Agreement, pay such additional amount as may be necessary to reimburse Company for any tax liability imposed on Company as a result of the receipt of such payment (including receipt of any payment made under this Section 15(S) (Hawaii General Excise Tax)). By way of example and not limitation, as of the Execution Date, all payments subject to the 4.0% Hawaii general excise tax on the island of Hawaii would be set at a rate of 4.16% so that the underlying payment will be net of such tax liability.
(T)
Survival of Obligations
The rights and obligations that are intended to survive a termination of this Interconnection Agreement are all of those rights and obligations that this Interconnection Agreement expressly provides shall survive any such termination and those that arise from Seller’s or Company’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time prior to or as a result of the termination of this Interconnection Agreement, including, without limitation: Section 13 (Indemnification) and this Section 15 (Miscellaneous).

* * * * * * * * * * *

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IN WITNESS WHEREOF, Company and Seller have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.


HAWAII ELECTRIC LIGHT COMPANY, INC.
Company
 
 
 
 
By:
/s/ Jay M. Ignacio
 
 
Name:
Jay M. Ignacio
 
 
Title:
President
 
 
 
 
 
 
 
 
 
 
HU HONUA BIOENERGY, LLC
Seller:
 
 
 
 
 
 
 
By:
/s/ Harold H. Robinson
Name:
Harold H. Robinson
Title:
Member Board of Managers and Executive VP
 
 
 
 
 
 
 
 
By:
 
Name:
 
Title:
 



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ATTACHMENT A – SCHEDULE 1
NEW SWITCHYARD SINGLE-LINE DRAWING (4/13/12)
IMG02_SECTION55AND60.JPG


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ATTACHMENT A – SCHEDULE 2
NEW SWITCHYARD RELAY LIST AND TRIP SCHEME (4/11/12)
IMG03_SECTION55AND60.JPG

E-29





ATTACHMENT A – SCHEDULE 2
NEW SWITCHYARD RELAY LIST AND TRIP SCHEME (4/11/12)
IMG04_SECTION55AND60.JPG

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ATTACHMENT B
SELLER’S RESPONSIBILITIES AND WORK SCOPE
(This work will be included in the critical path schedule)
Description of the scope of work for Seller is as follows:
1.
Switchyard Site acquisition:
a.
Execute purchase contract with land owner to acquire the approximate 5-acre Switchyard Site.
b.
Work with civil engineering consultant to prepare subdivision application drawings to establish the Switchyard Site boundaries
c.
Work with Surveyor to provide metes and bounds property description.
d.
Purchase and/or secure property prior to construction and provide property in fee after the County Code section 23-11 subdivision is completed
e.
Transfer Switchyard land rights to Company on Transfer Date
2.
Switchyard design, construction specifications and drawings, permitting, project management and testing
a.
The design, equipment and construction specifications and standards shall be in accordance with Company standards and Hawaii County building codes as specified in Section 2 (Company-Owned Interconnection Facilities), as applicable.
i.
Company is to review all equipment and construction specifications and drawings, including bid packages.
ii. Additional Interconnection Facilities may be required as a result of final determination of Facility step-up transformer site, final electrical plan and single-line drawings along with the design of Facility to enable Company to complete the protection requirements for the Interconnection Facilities, and be compatible with Good Engineering and Operating Practices.
b.
Civil, Structural and Architectural Design: layout, grading plan, access road, water, sewer, poles, foundations, support structures, control building, ductlines, handholes, and fencing design drawings
c.
Electrical: 69kV outdoor circuit breakers, bus, station power systems, enclosed auto-transfer station power switch, 69kV group operated disconnect switches, 69kV dry type potential transformers, 69kV dry type current transformers, bus tubing and/or conductors, connectors, control building with provisions to mount indoor relay panels, 125 volt DC system, control circuits, and grounding.
d.
Communication: Work to be performed by Company
e.
Protection: Work to be performed by Company
f.
Security: security access equipment and monitoring equipment
g.
Outside lighting and power: entrance and area lighting (per Hawaii County ordinances) and outside 120V outlets
h.
Permitting: Seller shall be responsible for the grading permit, building permit, State National Pollutant Discharge Elimination System (NPDES) permit
i.
and other permits and approvals as required for construction of the Switchyard.
j.
Project management, commissioning and testing
k.
Construction insurance


3.
Switchyard

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a.
Civil, Structural and Architectural work
i.
Grading: grub, grade, and gravel – including laydown area – with temporary and permanent erosion and run-off controls as required.
ii. Access road: asphalt paving for 20-ft wide driveway
iii. Site utilities: trenching and installation of water, sewer, phone, control and communication, grounding grid and power
iv. Sewer: connection to County sewer line, if available, or County approved septic system
v.
Underground duct lines with hand holes for low voltage power, control and communications, and lighting
vi. Foundations: prepare and pour concrete foundations with conduit stub-ups as approved by Company
vii. Line dead end, insulator, and switch support structures and stands; hot-dipped galvanized steel structures for corrosion protection
viii. Control House: Concrete floor, masonry block walls, and concrete roof construction with two air conditioners, lights, toilet and sink to house communication and protection equipment.
ix. Fencing: Switchyard perimeter fencing, heavy gage galvanized, with barbed wire top – grounded
b.
Mechanical work
i.
Sewer: connection to County sewer line, if available, or County approved septic system
ii. Water: connection to County water line
iii. Air conditioning: two window mount air conditioners for Control House
iv. Eye wash station
c.
Low Voltage Electrical Work
i.
Station Power transformers; outside installation with stainless-steel housing
ii. Station power enclosed auto-transfer switch in control building
iii. Distribution panel
iv. Control House lighting and power
v.
Outside lighting and outlets
vi. Security device power and wiring
vii. All exterior equipment and enclosures shall be NEMA 4X if available. If not available, then corrosion protection for tropical marine environment.
d.
69kV Electrical work
i.
Major equipment for 69kV circuits includes (7) SF6 gas circuit breakers with (4)1200:5 MR current transformers each, (15) 69kV group operated disconnect switches, (14) 40.25/69.0Y KV 350/600:1 dry type potential transformers, (9) lighting arresters, (2) station power transformers, and numerous 550 kBIL station post insulators, bus tubing, and bus connectors
ii. Grounding; grounding grid within switchyard, for equipment, structures, and fencing
iii. 69 kV Electrical construction;
1.
Install support structures, station post insulators, lightning arresters, lighting arrester counter, stands and cabinets



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2.
Install disconnect switches
3.
Install gas circuit breakers
4.
Install wiring and cabling to control building
5.
Install PTs, CTs, and other equipment.
6.
Install station power transformers
7.
Install bus work.
e.
Switchyard Control House Electrical
i.
Provide and install two (2) 200A AC distribution panels
ii. Lighting and outlets
iii. Two air conditioners
iv. 125 volt DC system with charger and batteries in separate room
f.
Commissioning and Testing
i.
Commissioning; phase rotation, calibration, communications check, trip tests, etc.
ii. Interconnection Acceptance Test; functional tests to demonstrate proper operation; turn-over to HELCO upon successful completion with documentation as specified in Schedule 4.
4.
Control House at Hu Honua
a.
Control house for communications equipment, remote terminal unit (RTU) for monitoring and control, RTU demarcation cabinet, meter cabinet, and lighting
b.
Provide AC electric power for equipment, air conditioning and lighting
c.
Provide and install two air conditioners
5.
Metering Equipment
a.
Metering cabinet within control house
b.
Dry type metering PTs and CTs with dual output
c.
Dual meter sockets in metering cabinet
d.
Phone line for remote data download

6.
Extend 69kV line to Hu Honua with approximately four (4) poles and lines from existing Pepeekeo Substation to Hu Honua in accordance with Company specifications
a.
Company to perform terminations on Company-side of Seller 69 kV manual disconnect




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ATTACHMENT C
COMPANY RESPONSIBILITIES AND WORK SCOPE
(This work will be included on the critical path schedule)

Description of the scope of work for HELCO is as follows:
1.
Site acquisition:
a.
Provide reasonable assistance to Seller regarding its acquisition of the Switchyard Site.
b.
Conduct a Phase 1 and Phase 2 Environmental Site Assessment (ESA)
c.
Provide reasonable assistance to Seller in its effort to seek expedited subdivision process using the Hawaii County Code 23-11, public utility or public right-of-way subdivision.
2.
Design, reviews & inspections, project management & testing
a.
Development of overall interconnection plan, single-line diagram, and relay list
b.
Review and approvals of Hu Honua consultants, design specifications, drawings, equipment specifications, and construction specifications and drawings for the new Switchyard
c.
Engineering, design, specifications and drawings for HELCO’s portion of the interconnection work
d.
Project management, inspections and testing of HELCO’s portion of the work and coordination with Hu Honua
e.
Coordination, inspections, and testing of Hu Honua’s portion of the work including the Interconnection Acceptance Test
3.
Switchyard
a.
Approvals, permits, etc.
i.
Prepare PUC application submittal for HRS 269-27.6,  Construction of high-voltage electric transmission lines; overhead or underground
ii. Respond to information requests by the PUC and CA on the application and participate at the public hearing
b.
Consultant, design, construction documents, and construction reviews
i.
Review and approval of consultants to be used by Hu Honua
ii. Site layout review and approval; provide guidance to Hu Honua
iii. Grading plan review and approval, including access road
iv. Review/approve design and construction drawings for site utilities: trenching and installation of water, sewer, phone, controls and communication, grounding grid and power
v.
Provide guidance for layout and configuration of new switchyard equipment and review/approve design criteria, construction specs and drawings, equipment specs, calibration and testing, and documentation requirements
vi. Provide guidance for dimensions and configuration of new control room and review/approve design criteria, construction specs and drawings.
c.
Switchyard Control Room
i.
Develop layout, equipment inventory, and air conditioning load estimate
ii. Provide all racks, equipment, cabling and furniture




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iii. Install, calibrate and test all equipment
d.
Landscaping: irrigation system and plants
4.
Design, procure and install new 69kV polelines to terminate the “8400”, “7400”, “7600”, and Hu Honua (Old “8400” section from Mamalahoa Highway to the existing Pepeekeo Substation) lines in the new switchyard
a.
Provide and install new 69kV wood poles, insulators, and anchors from the existing lines to the new switchyard deadend structures
b.
String and terminate phase conductors and static wire from the existing poles to the Switchyard dead end structures sequenced one at a time
c.
Provide switching orders, schedules, and sequence of work for transition from existing system to new switchyard
5.
Communication Systems, Puueo-Pepeekeo Switchyard, Wailuku-Pepeekeo Switchyard, Honokaa-Pepeekeo Switchyard, and Pepeekeo Switchyard-Hu Honua
a.
Fiber;
i.
Tap existing fiber for drop to new switchyard control house
ii. Extend fiber to new Hu Honua control house
b.
Communication equipment within new Upper Pepeekeo control house; RTU, mux, etc.
c.
Communication equipment within new Hu Honua control house; RTU, mux, etc;
d.
Communication to Hu Honua control room and meters
e.
UPS systems for communication equipment
f.
Calibration and commissioning
6.
Protection
a.
Design; protective relay coordination and settings
b.
Procure, shop assembly and pre-wiring, calibrate and install protective relays, cabinets, test switches and equipment
i.
Puueo Circuit – #8402
ii. Honokaa Circuit - #7602
iii. Wailuku Circuit - #7402 (not charged to Hu Honua)
c.
Installation and connection of communication
d.
Bench testing and commissioning of relays
e.
Testing
7.
Tap the new Hu Honua 69kV overhead line to the existing 69kV line located immediately above the existing Pepeekeo Substation. This termination will be completed after the cut-over of the new Switchyard. The Hu Honua 69 kV manual disconnect switch located close to the step up transformer site will be padlocked in the open position.and the 69kV switches terminating the Hu Honua line to the Switchyard will be padlocked in the open position as well.
8.
Meters; provide meters, installation and hook-up phone line
9.
Existing Pepeekeo Substation Transfer (Performed immediately before 7. above)
a.
De-energize substation and swing over to Hu Honua 69kV line or remove overhead wiring. Remove disconnects, switches and breakers
b.
Remove equipment, material and/or structures, at Company’s discretion
c.
Transfer to Seller pending PUC approval and Seller’s providing of easement


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10.
Pole removals
a.
Removal of any existing overhead lines and poles are Company responsibility at Company’s cost.
b.
Cut and remove upper section of wooden poles with shared distribution lines and/or secondary service conductors
11.
Temporary Interconnection – if required
a.
Company to perform terminations of Seller provided overhead 69 kV lines at Substation manual disconnect upon mutual agreement to implement the temporary interconnection.
b.
Installation and/or reconfiguration of protective relays to be performed by Company for temporary configuration
c.
Interconnection Acceptance Test to be successfully demonstrated prior to Seller Facility operation using the temporary interconnection
d.
Seller to continue construction at Switchyard and transfer to Company as soon as practicable.
e.
Seller and Company to coordinate and schedule the transfer and testing of interconnection from temporary configuration to permanent configuration within 6-months of the Transfer Date of Switchyard

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SCHEDULE 1
DEFINITIONS


Unless otherwise defined in this Interconnection Agreement, capitalized terms in this Interconnection Agreement shall have the same meaning as capitalized terms in the PPA.

Final Inspection: Company’s review, verification and acceptance of Seller’s Work of Company-Owned Interconnection Facilities and Company’s determination that such Work is sufficiently complete to transfer title, care, custody, and control of Switchyard to Company.

Notification to Proceed: Seller’s written instruction to Company to begin the tasks associated with the subject segment of Company’s scope of work under this Interconnection Agreement.

Point of Interconnection : The Point of Interconnection is the Company side of the manual disconnect switch located in Seller’s step-up transformer enclosure on the 69kV side of the Sellers 13.8/69kV step-up transformer.

Total Actual Interconnection Cost: This is comprised of the recorded costs (documented costs) of (aa) acquiring and installing such Company-Owned Interconnection Facilities, (bb) the engineering and design work (including but not limited to Company, affiliated Company and contracted engineering and design work) associated with (i) developing such Company-Owned Interconnection Facilities and (ii) reviewing and specifying those portions of Facility which allow interconnected operations as such are described in Attachment C (Company Responsibilities and Work Scope), and (cc) conducting the Interconnection Acceptance Test

Total Estimated Interconnection Cost: This is comprised of the estimated costs of (aa) acquiring and installing such Company-Owned Interconnection Facilities, (bb) the engineering and design work (including but not limited to Company, affiliated Company and contracted engineering and design work) associated with (i) developing such Company-Owned Interconnection Facilities and (ii) reviewing and specifying those portions of Facility which allow interconnected operations as such are described in Attachment C (Company Responsibilities and Work Scope), and (cc) conducting the Interconnection Acceptance Test.

Transfer Date : For purposes of this Interconnection Agreement, the Transfer Date shall mean that date mutually agreed to by Company and Seller when the Switchyard is sufficiently complete that Company elects to assume title, care, custody, and control. Seller’s access to the Switchyard after the Transfer Date for any purpose, including completing the Interconnection Acceptance Test and punch list items, is at Company’s direction and with Company approval.

 

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SCHEDULE 2
BILL OF SALE AND ASSIGNMENT

THIS BILL OF SALE AND ASSIGNMENT (“ Bill of Sale ”), made as of the ____ day of _______________, 20___, by ______________________ (“ Transferor ”) and __________________________________(“ Transferee ”).

W I T N E S S E T H:

1.     Bill of Sale . In consideration of TEN DOLLARS ($10.00) and other good and valuable consideration paid to Transferor by Transferee, the receipt and sufficiency of which are hereby acknowledged, Transferor does hereby sell, assign and transfer over to Transferee all of Transferor's right, title and interest, in and to (i) all the tangible personal property and fixtures (including but not limited to the items set forth in Exhibit A (Description of Tangible Personal Property and Fixtures) attached hereto and incorporated herein), that constitutes what is referred to as the “Company-Owned Interconnection Facilities to be installed by or on behalf of Seller” (or words to similar effect) as set forth in Attachment E (Form of Interconnection Agreement) to the Power Purchase Agreement for Renewable Firm Energy and Capacity dated ______________, 20___ between [Transferor and Transferee] and (ii) the intangible personal property (including but not limited to the intangible personal property set forth in Exhibit B (Description of Intangible Personal Property) attached hereto and incorporated herein) owned by Transferor and used or to be used in the ownership, operation and maintenance of the aforesaid tangible personal property, to the extent assignable by Transferor, including without limitation, certificates of occupancy, permits, licenses, transferable warranties and guaranties, instruments, documents of title, and general intangibles pertaining to the aforesaid tangible personal property.
2.     Warranty of Title . Transferor hereby warrants to Transferee that Transferor is the legal owner of the aforesaid tangible personal property and the aforesaid intangible personal property (including but not limited to the property set forth in Exhibit A (Description of Tangible Personal Property and Fixtures) and Exhibit B (Description of Intangible Personal Property)), and that said property is being sold, assigned and transferred to Transferee free and clear of all liens and encumbrances.
3.     Governing Law . This Bill of Sale shall be governed by, and construed and interpreted in accordance with, the laws of the State of Hawaii.

E-38

 



[ Signatures for Bill of Sale and Assignment]

IN WITNESS WHEREOF, Transferor and Transferee have executed this instrument on the day and year first above written.

____________________________,
a __________________________

By________________________
Name _____________________
Its________________________

“Transferor”

______________________________, a Hawaii corporation

By ____________________________
Name _________________________
Its ____________________________


By____________________________
Name _________________________
Its____________________________

“Transferee”

 
 



E-39





SCHEDULE 2
EXHIBIT A

DESCRIPTION OF
TANGIBLE PERSONAL PROPERTY AND FIXTURES





E-40

 




SCHEDULE 2
EXHIBIT B

DESCRIPTION OF INTANGIBLE PERSONAL PROPERTY




E-41

 



IMG05_SECTN64.JPG

SCHEDULE 3
ASSIGNMENT OF LEASE AND ASSUMPTION

THIS ASSIGNMENT is made as of this ______ day of _______, 20___, by ______________________, a ________________, whose principal place of business and post office address is __________________________________________, hereinafter called the “ Assignor ,” and _____________________________, a Hawaii corporation, whose principal place of business and post office address is ____________________________, Honolulu, HI 968___, hereinafter called the “ Assignee ”.
W I T N E S S E T H:

THAT the Assignor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration to it paid by the Assignee, the receipt and sufficiency of which are hereby acknowledged, and of the covenants and agreements of the Assignee hereinafter contained and on the part of the Assignee to be faithfully kept and performed, does hereby sell, assign, delegate, transfer, set over and deliver unto the Assignee, and its successors and assigns, all of Assignor’s right, title and interest in and to the lease described in Exhibit A (the “ Lease ”); together with all interests thereto appertaining, and together with the personal property located on the land thereby demised.

E-42

 



And all of the estate, right, title and interest of the Assignor in and to the land thereby demised, and all buildings, improvements, rights, easements, privileges and appurtenances thereunto belonging or appertaining or used, occupied and enjoyed in connection with said Lease and the land thereby demised.
TO HAVE AND TO HOLD the same unto Assignee and its successors and assigns, for and during the respective unexpired term of said Lease, and as to said personal property (if any) absolutely and forever.
AND, in consideration of the premises, the Assignor does hereby covenant with the Assignee that the Assignor is the lawful owner of the herein described real property; that said Lease is in full force and effect and is not in default; that said real property is free and clear of and from all liens and encumbrances, except for the lien of real property taxes not yet by law required to be paid; that the Assignor is the lawful owner of said personal property (if any) and that Assignor's title thereto is free and clear of and from all liens and encumbrances, that the Assignor has good right to sell and assign said real property and personal property (if any) as aforesaid; and, that the Assignor will WARRANT AND DEFEND the same unto the Assignee against the lawful claims and demands of all persons, except as aforesaid.
AND, in consideration of the foregoing, the Assignee does hereby promise, covenant and agree to and with the Assignor and to and with said Lessor, that the Assignee will, effective as of and from the date of the execution and delivery of this instrument and during the residue of the term of said Lease, pay the rents thereby reserved as and when the same become due and payable pursuant to the provisions of said Lease, and will also faithfully observe and perform all of the covenants and conditions contained in said Lease which from and after the date hereof are or ought to be observed and performed by the lessee therein named, and will at all times hereafter indemnify and save harmless the Assignor from and against the nonpayment of said rent and the nonobservance or nonperformance of said covenants and conditions and each of them.
The terms “ Assignor ” and “ Assignee ”, as and when used herein, or any pronouns used in place thereof, shall mean and include the masculine, feminine or neuter, the singular or plural number, individuals, partnerships, trustees or corporations and their and each of their respective successors, heirs, personal representatives, successors in trust and assigns, according to the context hereof. All covenants and obligations undertaken by two or more persons shall be deemed to be joint and several unless a contrary intention is clearly expressed elsewhere herein. The term “ Lease ”, as and when used herein, means the lease or sublease demising the leasehold estate described in Exhibit A , together with all recorded amendments thereof, if any, whether or not listed in Exhibit A . The term “ rent ”, as and when used herein, means and includes all rents, taxes, assessments and any other sums charged pursuant to the Lease.
This instrument may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument binding on all the Parties hereto, notwithstanding that all the Parties are not signatory to the original or the same counterpart.
[Signatures for Assignment of Lease and Assumption are on following page.]

E-43





IN WITNESS WHEREOF, Company and Assignor have executed this instrument as of the date first above written.

 
   


By: __________________________________
  Name:
  Title:


By: __________________________________
  Name:
  Title:
   “Assignor”
   




______________________________________


By: __________________________________
     Name:
     Title:


By: __________________________________
     Name:
     Title:
   “Assignee”
   


 
 




E-44




STATE OF HAWAII    )
) SS:
CITY AND COUNTY OF HONOLULU    )


On this ____ day of _________________, 200__, before me personally appeared ______________________________ and ______________________________, to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that such persons executed such instrument as the free act and deed of such persons and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Signature:     

(Official Stamp or Seal)    Print Name:     
Notary Public, State of Hawaii

My commission expires:     



NOTARY CERTIFICATION STATEMENT

Document Identification or Description:
Assignment of Lease and Assumption
Doc. Date: ___________ No. of Pages: __________
Jurisdiction: _______ Circuit
(in which notarial act is performed
_____________________________ _______________________ (Official Stamp or Seal)
Signature of Notary Date of Notarization and
Certification Statement

_______________________________________________
Printed Name of Notary



E-45

 



STATE OF HAWAII    )
) SS:
CITY AND COUNTY OF HONOLULU    )


On this ____ day of _________________, 200__, before me personally appeared ______________________________ and ______________________________, to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that such persons executed such instrument as the free act and deed of such persons and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Signature:     

(Official Stamp or Seal)    Print Name:     
Notary Public, State of Hawaii

My commission expires:     



NOTARY CERTIFICATION STATEMENT

Document Identification or Description:
Assignment of Lease and Assumption
Doc. Date: ___________ No. of Pages: __________
Jurisdiction: _______ Circuit
(in which notarial act is performed
_____________________________ _______________________ (Official Stamp or Seal)
Signature of Notary Date of Notarization and
Certification Statement

_______________________________________________
Printed Name of Notary



E-46





Exhibit A

Description of Lease
[To Be Attached ]





 

E-47

 



SCHEDULE 4
INTERCONNECTION ACCEPTANCE TEST GENERAL CRITERIA

Upon final completion of Company review of the Facility’s drawings, final test criteria and procedures shall be agreed upon by Company and Seller no later than thirty (30) Days prior to conducting the Interconnection Acceptance Test in accordance with the Agreement. The Interconnection Acceptance Test shall include, but not be limited to, the following:

1.    Interconnection:

(A)
A visual inspection of all Interconnection equipment and verification of as-built drawings.

(B)
Phase rotation testing to verify proper phase connections.

(C)
Based on manufacturer’s specification, test the local operation of the Facility’s 13.8 kV generator breaker and 69 kV inter-tie breaker, which connect the Facility to Company System – must open and close locally using the local controls.

(D)
Relay test engineers to connect equipment and simulate certain inputs to test and ensure that the protection schemes such as any under/over frequency and under/over voltage protection or the Direct Transfer Trip operate as designed. (For example, a fault condition may be simulated to confirm that the breaker opens to sufficiently clear the fault. Additional scenarios may be tested and would be outlined in the final test criteria and procedures.) Seller to also test the synchronizing mechanisms to which the Facility would be synchronizing and closing into the Company System to ensure correct operation. Other relaying also to be tested as specified in the protection review of the IRS and on the single line diagram, PPA Attachment A (Diagram of Interconnection) for the Facility

(E)
All 69 kV breaker disconnects and other high voltage switches will be inspected to ensure they are properly aligned and operated manually or automatically (if designed).

(F)
Step-Up Transformer Enclosure inspections – The Step-Up Transformer Enclosure may be inspected to test and ensure that the equipment that Seller has installed is installed and operating correctly based upon agreed to design. Wiring may be field verified on a sample basis against the wiring diagrams to ensure that the installed equipment is wired properly . The grounding mat at the Step-Up Transformer Enclosure may be tested to make sure there is adequate grounding of equipment.

(G)
Communication testing – Communication System testing to occur to ensure correct operation. Detailed scope of testing will be agreed by Company and

E-48




Seller to reflect installed systems and communication paths that tie the Facility to Company’s communications system.

(H)
Various contingency scenarios to be tested to ensure adequate operation, including testing contingencies such as loss of communications, and fault simulations to ensure that the Facility’s 69 kV breakers, if any, open as they are designed to open. (Back up relay testing)

(I)
Metering section inspection; verification of metering PTs, CTs, and cabinet and the installation of the two Company meters

2.    Witness of Facility protection scheme testing:

(A)
Company may have someone on-site when Seller performs any testing dealing with Seller’s protection schemes such as any under/over voltage or under/over frequency protection schemes to ensure they meet the performance requirements of this Agreement and the IRS.

3.    Telephone Communication

(A)
Test to confirm Company has a direct line to the Facility control room at all times and that it is programmed correctly.

(B)
Test to confirm that the Facility operators can sufficiently reach Company System Operator

(C)
Verification of dial-up telephone connection for 69 kV metering cabinet.

4.    Drawings, Documentation and Equipment Warranties:

The items below are required components of the Interconnection Acceptance Test and must be satisfied for successful completion of this Test.

(A)
Electronic and three (3) hard copies of all Upper Pepeekeo Switchyard construction drawings, specifications, calibrations, and settings including as-built drawings.

(B)
Equipment operating and maintenance manuals, spare parts lists, commissioning notes, as-built equipment settings, and other information related to the switchyard equipment.

(C)
Contractor construction warranties and equipment warranties

(D)
Phase rotation testing to verify proper phase connections.

E-49





 
ATTACHMENT F
FACILITY LOCATION AND LAYOUT

(See Section 2.1(C) (Interconnection Facilities) of the Agreement)




IMG06_SECTION67.JPG



F-1
 



IMG07_SECTION67.JPG

F-2




ATTACHMENT G
[ RESERVED]







G-1
 



 
ATTACHMENT H
QUALIFIED INDEPENDENT ENGINEERING COMPANIES

(See Section 3.3(B) (Company Right to Require Independent Engineering Assessment) of the Agreement)



Black & Veatch
11000 Regency Parkway, Suite 100
Cary, North Carolina 27511
Phone: (919) 462–7314
Fax: (919) 468–9212

ESI Inc. of Tennessee
1250 Roberts Boulevard
Kennesaw, Georgia 30144
Phone: (770) 427-6200
Fax: (770) 425-3660

Hunt, Guillot & Associates, LLC
603 Reynolds Drive
Ruston, Louisiana 71270
Phone: (318) 255-6825
Fax: (318) 255-8591

Power Engineers
3940 Glenbrook Drive
P.O. Box 1066
Hailey, Idaho 83333
Phone: (208) 788–3456
Fax: (208) 788–2082

The Shaw Group (formerly Stone and Webster)
4171 Essen Lane
Baton Rouge, Louisiana 70809
Phone: (225) 932-2500

Stanley Consultants, Inc.
225 Iowa Avenue
Muscatine, Iowa 52761
Phone: (563) 264-6600
Fax: (563) 264-6658

H-1
 



 
ATTACHMENT I 1
ADJUSTMENT OF CHARGES
(See Section 5.1 (Capacity and Energy Purchased By Company) and Section 9.3 (Damages in the Event of Termination by Company) of the Agreement)


1.    Charges subject to adjustment based on GDPIPD will be adjusted by the following formula:

New Charge = Base Charge x GDPIPD CURRENT / GDPIPD BASE  

Where

New Charge

=
adjusted charge
Base Charge
=
charge (in Dollars) calculated per this Agreement
GDPIPD CURRENT
=
The “Third” estimate of the GDPIPD for the Third Quarter of the Calendar Year prior to the current Year.
GDPIPD BASE
=
The “Third” estimate of the GDPIPD for the Third Quarter of the Calendar Year prior to the Reference Year.

2.    An adjustment shall be made on each January 1 equal to one hundred percent (100%) of the percentage change between the “Third” estimate of the GDPIPD of the Calendar Year prior to the Reference Year (“GDPIPD BASE ”) and the previous Calendar Year’s “Third” estimate of the GDPIPD value.

3.    In calculating the percentage change between the GDPIPD BASE and the previous Calendar Year’s “Third” estimate of the GDPIPD value, both the GDPIPD BASE and the previous Calendar Year’s “Third” estimate of the GDPIPD value shall be selected from the same Bureau of Economic Analysis publication release, if such figures are available in the same publication release.

4.    When adjusting the charges subject to adjustment based on GDPIPD, the adjustment shall first apply to the electric energy delivered by Seller to Company in the Month of the adjustment date (January 1) and then invoiced for payment in the following month.




I-1
1 [DRAFTING NOTE: Hu Honua intends the changes to this Attachment to be clarifications only, consistent with the meaning of the attachment as a whole as well as with Section 5.1.]




5. For purposes of this Attachment I (Adjustment of Charges), the term “ Reference Year ” refers to the base year specifically referred to within the Agreement as the starting point for escalation.

6. Fixed O&M, Variable O&M, and Energy Payments shall be adjusted each year on January 1, starting in 2012, at one-hundred percent (100%) of the change in the Gross Domestic Product Implicit Price Deflator (GDPIPD), but shall not exceed 4% increase in any given term year.


J-2



 
ATTACHMENT J
REQUIRED INSURANCE
(See also Article 15 (Insurance))

1.     Worker’s Compensation and Employers’ Liability . This coverage shall include worker’s compensation and other similar insurance required by applicable Hawaii state or U.S. federal laws. If exposure exists, coverage required by the Longshore and Harbor Worker’s Compensation Act (33 U.S.C. §688) shall be included. Employers’ Liability coverage limits shall be no less than:
Bodily Injury by Accident -    $1,000,000 each Accident
Bodily Injury by Disease -    $1,000,000 each Employee
Bodily Injury by Disease -    $1,000,000 policy limit
2.     General Liability Insurance . (i)    This coverage shall include Commercial General Liability Insurance or the reasonable equivalent thereof, covering all operations by or on behalf of Seller. Such coverage shall provide insurance for bodily injury and property damage liability for the limits of liability indicated below and shall include coverage for:

(a)    Premises, operations, and mobile equipment,
(b)    Products and completed operations,
(c)    Owners and contractors protective liability,
(d)    Contractual liability,
(e)    Broad form property damage (including completed operations),
(f)    Explosion, collapse and underground hazard,
(g)    Personal injury liability, and
(h)    Failure to supply liability.

(ii)    “Claims made” policies are not acceptable. Limits of liability for such coverage, which may be provided with umbrella and/or excess insurance coverage, shall be:

(a)    
Bodily Injury & Property Damage
$10,000,000 combined single limit per occurrence and $20,000,000 annual aggregate.

3.     Automobile Liability Insurance . This insurance shall include coverage for owned, leased and non-owned automobiles. The limits of liability shall be a combined single limit for bodily injury and property damage of Two Million Dollars ($2,000,000) for each occurrence and in the aggregate annually.

4.     Builders All Risk Insurance . This insurance shall include coverage for earthquake and flood perils including transit (excluding ocean transit), testing, incidental storage, structures, buildings, improvements and temporary structures used in construction, or part of the permanent

J-1
 



Facility from the start of construction through the earlier of the Commercial Operation Date or the effective date of the policy coverage set forth in Section 5 (All Risk Property/Comprehensive Boiler and Machinery Insurance (Upon Completion of Construction)). The amount of coverage shall be purchased on a full replacement cost basis, and the sublimits for earthquake and flood perils shall be 40% of replacement costs at such time up to Twenty Million Dollars ($20,000,000), if such insurance amounts are available on commercially reasonable terms. The coverage shall be written on an “All Risks” completed value form and may allow for reasonable other sublimits including, but not limited to, One Million Dollars ($1,000,000) for transit and Five Million Dollars ($5,000,000) for incidental offsite storage. Coverage shall be extended to include testing. Such policies shall be endorsed to require that the coverage afforded shall not be canceled (except for nonpayment of premiums) or reduced without at least sixty (60) Days’ prior written notice to Seller, provided, however, that such endorsement shall provide (i) that the insurer may not cancel the coverage for non-payment of premium without giving Seller five (5) Days’ notice that Seller has failed to make timely payment thereof, and (ii) that, subject to the consent of the Financing Parties, Seller or Company shall thereupon have the right to pay such premium directly to the insurer. Such cancellation notice to Seller shall be disclosed to Company within two (2) Business Days of receipt.

5.     All Risk Property/Comprehensive Boiler and Machinery Insurance (Upon Completion of Construction) . This insurance shall provide All Risk Property Coverage (including the perils of earthquake and flood) and Comprehensive Boiler and Machinery Coverage against damage to the Facility. The amount of coverage shall be purchased on a full replacement cost basis (no coinsurance shall apply) and the sublimits for earthquake and flood perils shall be no less than Twenty Million Dollars ($20,000,000), if such insurance amounts are available on commercially reasonable terms. Such coverage may allow for other reasonable sublimits. Such policies shall be endorsed to require that the coverage afforded shall not be canceled (except for nonpayment of premiums) or reduced without at least sixty (60) Days’ prior written notice to Seller, provided, however, that such endorsement shall provide (i) that the insurer may not cancel the coverage for non-payment of premium without giving Seller ten (10) Days’ notice that Seller has failed to make timely payment thereof, and (ii) that, subject to the consent of the Financing Parties, Seller or Company shall thereupon have the right to pay such premium directly to the insurer. Such cancellation notice to Seller shall be disclosed to Company within two (2) Business Days of receipt.
6.     Business Interruption Insurance (Upon Completion of Construction) . This insurance shall provide coverage for all of Seller’s costs to the extent that they would not be eliminated or reduced by the failure of the Facility to operate for a period of at least twelve (12) Calendar Months following a covered physical damage loss deductible period or reasonable dollar deductible.
7.     Project Liability Errors and Omissions . Seller shall be adequately protected against project liability errors and omissions on account of negligent actions or inactions of architects, engineers, contractors and subcontractors involved in the construction of the Facility. This protection may be provided through any one or more of the following mechanisms: (i) construction contract(s) with the above parties who have sufficient financial creditworthiness to cover project liability errors and omissions; (ii) other agreement(s) with the above parties; or (iii)

J-2



reserve account(s) which may be used to correct material deficiencies associated with the Facility as a result of negligent actions or inactions of the above parties.

8.     Ocean Transit . Seller shall take reasonable action to ensure that the risk of loss or damage to any material items of equipment which are subject to ocean transit is adequately protected against by the terms of delivery from contractors or suppliers of such equipment or Seller’s own insurance coverage.







J-3



ATTACHMENT K
ACCEPTANCE AND CAPACITY TESTING PROCEDURES
(See Section 3.2(C)(13) (Acceptance and Capacity Tests))

1.
Acceptance Test

a.
The Acceptance Test for the Facility will be conducted, following installation of the Facility. The Acceptance Test procedures will be in accordance with criteria set forth herein. The Acceptance Test shall be performed in accordance with Good Engineering and Operating Practices and demonstrate to Company’s satisfaction that the Facility and the interconnection portion of the Facility, including Company-Owned Interconnection Facilities, has met the provisions of Section 3.2(C) (Delivery of Power to Company), Attachment A (Diagram of Interconnection), and the Interconnection Agreement.

b.
Acceptance Test procedures will be developed by Company for the Seller’s review at least sixty (60) Days in advance of performing the tests based on the date provided by Seller.

c.
The procedures will include, but not be limited to, demonstration of the functional requirements of the Facility defined in Section 3.2(C) (Delivery of Power to the Company) and Section 3.3(A) (Dispatch of Facility Power). such as:

i.
Interconnection equipment and communications to support remote monitoring of the Facility and control of Facility breakers

ii.
Droop characteristic

iii.
Real power delivery under remote Company Dispatch

iv.
Minimum load capability

v.
Ramp rates

vi.
Control of Facility breakers

vii.
Voltage regulation

d.
Testing of primary and redundant communications between Company System Operator and Facility Operator

e.
The actual dynamic response of the unit will be confirmed to allow Company transient stability model to reflect the as-left conditions of the unit. During the commissioning the following will be required:

K-1
 




i.
A final review by Company engineers of the equipment installed to control the operation and protect the plant will be needed upon installation and prior to the start of commercial operation.
ii.
The review will include off-line tuning and testing results of the excitation and governor control system and the IEEE block diagram utilized for the PSS/E dynamics program.
iii.
During the commissioning of the actual unit, governor and excitation system testing will be conducted to ensure that similar, well damped, expected responses will be produced by the project.  The as-left parameters obtained from governor and exciter tuning will be determined for use in the Company planning model.
f.
The Seller will provide an estimate of the earliest date for the Acceptance Test at least ninety (90) Days before the date.
g.
The Acceptance Test procedures for the Facility will be mutually agreed upon between Seller and Company prior to conducting the test.
h.
When the Facility is ready for the Acceptance Test, Seller shall notify Company at least seven (7) Days prior to the test and shall coordinate with Company. Seller shall perform and Company shall monitor such test no earlier than seven (7) Days of Company’s receipt of such notice.

i.
The Acceptance Test must be conducted, and necessary sections completed to the satisfaction of Company, prior to conducting the first Capacity Test. The Company shall designate which sections are necessary to complete prior to the first Capacity Test.

j.
The Acceptance Test is to be successfully completed prior to the Commercial Operation Date.

2.
Capacity Test

a.
Capacity testing is used to establish the Firm Capacity according to the procedures defined here.

b.
At least one (1) successful Capacity Test must be completed prior to the Commercial Operation Date.

c.
Acceptance Testing must be completed prior to the first Capacity Test in accordance with Section A.e. of this Attachment K .

d.
When the Facility is ready for a Capacity Test, Seller shall notify the Company at least seven (7) Days prior to such test and shall coordinate with Company. Seller

K-2



shall perform and Company shall monitor such test no earlier than seven (7) Days after Company’s receipt of such notice.

e.
The Capacity Test shall be performed as follows:

i.
The test shall last for forty-eight (48) hours and shall be scheduled on the start-up plan provided by Seller to Company in accordance with Section 5.1(B) (Seller’s Start-up Plan).

ii.
During the test period, Seller will operate all equipment in accordance with normal operational parameters practices.

iii.
During the test period, the Facility shall operate in accordance with the dispatch instructions of the Company’s System Operator, subject in all cases to Good Engineering and Operating Practices, Seller’s permit limits, and the safety and design limits of the Facility as specified by the applicable equipment manufacturers.

iv.
If, during the Capacity Test period, the Company’s System Operator specifies less than maximum output, the period of testing will be extended to achieve forty-eight (48) hours with no reduction by the System Operator. The Firm Capacity will be declared including only the hours where the Facility was dispatched at maximum output.

v.
If Seller and Company are satisfied with the Capacity Test, Firm Capacity shall be designated by Seller as follows:

1.
If the test was performed prior to the Commercial Operation Date, or was performed during the Corrective Period, the Firm Capacity shall be designated by Seller as up to the minimum average capacity level that the Facility is able to sustain over a fifteen (15) minute interval in which the Facility is being dispatched at maximum capacity; provided that Seller may not set the Firm Capacity at a level in excess of the Committed Capacity in accordance with the terms of this Agreement.

2.
If the test is being done after the Corrective Period, the Firm Capacity shall be designated by Seller as up to the minimum average capacity level that the Facility is able to sustain over a fifteen (15) minute interval in which the Facility is being dispatched at maximum capacity; provided that Seller may not set the Firm Capacity at a level in excess of the prior Firm Capacity in accordance with the terms of this Agreement and may not be set to a level greater than the Committed Capacity.


K-3



vi.
For the purpose of defining the Firm Capacity, the minimum average capacity level shall be obtained from the metering used for measuring the integrated Net Real Power as discussed in Section 3.2E(1) (Meters).
vii.
The Capacity test is successful if it is agreed by Seller and Company and the Firm Capacity is greater than ten (10) MW.
 
viii.
If either Seller or Company reasonably believes that an abnormal condition occurred which may have adversely impacted the Capacity Test, such Capacity Test shall be deemed to be invalid and a re-test shall be done. Seller shall pay all costs associated with any retest, unless the abnormal condition was caused by Company, in which case Company shall pay such retest costs.

ix.
If, following two (2) re-tests, the Parties cannot agree that such Capacity Test produced accurate and reliable results, the Parties shall hire a Qualified Independent Engineering Company, from the list set forth in Attachment H (Qualified Independent Engineering Companies), to observe a third test and declare the Firm Capacity. The cost of such Qualified Independent Engineering Company shall be shared equally by the Parties.
x.
The Parties shall not hire a Qualified Independent Engineering Company if following two (2) or more re-tests both Parties agree that such Capacity Test produced inaccurate or unreliable results; provided that the provisions regarding the hiring of a Qualified Independent Engineering Company shall apply if the Parties fail to agree to the results of any subsequent test.
xi.
If Seller is unable to complete the Capacity Test or a subsequent test for any reason, it shall be permitted to re-conduct such test.

3.
Commercial Operation Date

After the PUC Approval of Amendment Date and upon successful completion of (i) the Acceptance Test, (ii) a Capacity Test to declare Firm Capacity, and (iii) Conditions Precedent, Seller may declare the Facility in commercial operation based on actual operation of the Facility at an electric output level of the Firm Capacity (kW) net at the Metering Point.
4.
Subsequent Capacity Test

The procedures set forth for the Acceptance Test will apply to any subsequent Capacity Test, except that (1) such Capacity Test will last twenty-four (24) hours; (2) such Capacity Test will be observed by appropriate qualified Company personnel; and (3) during such Capacity Test, Company will also, if appropriate, test the ramp rates of the

K-4



Facility, all in accordance with Section 3.2(C) (Delivery of Power to Company), Section 3.2(D) (Warranties and Guarantees of Performance), and Section 3.2(E) (Metering, Generator Remote Control, Data Acquisition/Communications) of this Agreement and Good Engineering and Operating Practices.


K-5



ATTACHMENT L
UNIT INCIDENT REPORT
(See Section 3.2(B)(5) (Operating and Maintenance Records) of the Agreement)
(MODIFY THE ATTACHMENT TO REFERENCE NERC TERMINOLOGY I.E.; U1, U2, , U3 (Unplanned outages immediate, delayed, postponed) ), SF (startup failure), D1, D2, D3 (unplanned forced deration categories)

Date:    __________________    No. __________________

 
ST
 
[ ] Unit Trip
Start
 
 
[ ] Test
End
 
 
[ ] Forced Outage
Duration
 
 
[ ] Failure to Start
Derating
 
 
[ ] Risk Condition
 
 
 
[ ] Force Majeure
 
 
 
[ ] Other
 
 
 
[ ] Derating

The on-duty Control Room Operator is responsible for the completion of this report each time a unit experiences an unplanned Shutdown, Start Failure or Derating. Attach Trip Log and Sequence of Events Log to this report for unit trips or when appropriate. Before resetting alarms and relays, verify that all alarms and protective relay actions are listed on the printout. If not listed, record them and attach to report.
Unit Status Prior to Incident: [ ] Start-Up    Load: _________________
[ ] On-Line    Voltage: _________
    
Load:    [ ] Constant Type of Fuel:    [ ] Coal
[ ] Increasing    [ ] Diesel
[ ] Decreasing    [ ]
    
Cause of Incident:    [ ] Boiler Trip _______________
[ ] Turbine Trip ______________
[ ] Generator Trip ____________

Brief Explanation of Incident:

Control Room Operator: ________________ Date/Time: ___________________
Corrective Action Taken:


__________________________        ___________________________
(Plant Manager)    

L-1
 



ATTACHMENT M
DESIGN INFORMATION
(in electronic form if available)

Pursuant to Section 2.3 (A)(1) (Following the Execution Date)

1.
Specific Drawings of Following::
a.
Plot plan
b.
Site plan
c.
Grading plan
d.
Plan views and elevations
e.
Piping and instrument diagrams
f.
Fuel system drawings, including fuel preparation and storage
g.
Electrical single-line diagrams
i.
For plant showing auxiliary power system from 13.8 kV to 480V systems
ii.
For 13.8 kV system
h.
Control house, if provided, for metering cabinet and RTU
2.
Design and Specifications for Following Major Equipment Components:
a.
Main step-up transformer
b.
GSU switchgear
c.
Protective relay list, specifications
3.
Detailed project schedule
a.
Identify guaranteed milestones
b.
Identify reporting milestones
c.
Identify key equipment start-up dates
d.
Identify coordination requirements with HELCO
4.
List of consultants and contractors
5.
Long-lead time equipment



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ATTACHMENT N
[RESERVED]
































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ATTACHMENT O
SELLER’S PERMITS


County of Hawaii Permits

SMA Permit No. 221 Amendment
DPW Building Permit
DPW Grading permit
DEM Solid Waste Management Plan Approval

State of Hawaii Permits

HDOH NPDES Permit
Storm Water Permit
Individual Permit for Storm Water and Non–contact Cooling Water
HDOH Waste Water Permit
HDOH Covered Source Permit (replace existing permit)
HDOH Solid Waste Recycling Permit
HDOH Small Quantity Generator (for hazardous waste)
DLNR Well Registrations
DLNR No Effect Determination
HDOL    Boiler Inspection Certificate
HDOH Spill Prevention Control and Countermeasures Plan Approval


O-1




 
ATTACHMENT P
FORM OF IRREVOCABLE LETTER OF CREDIT

[Bank Letterhead]

[Date]

Beneficiary: [Hawaiian Electric Company
Address]

[Bank's Name]
[Bank's Address]


Re:     [Beneficiary's Name]
[Beneficiary's Address]

We hereby establish, in your favor, our irrevocable Letter of Credit Number _____ (this “Letter of Credit”) for the account of [Applicant's Name] and [Applicant's Address] in the initial amount of $__________ [dollar value] and authorize you, Hawaiian Electric Company (“ Beneficiary ”), to draw at sight on [Bank's Name] .
Subject to the terms and conditions hereof, this Letter of Credit secures [Account Party] ’s certain obligations to Beneficiary under the Power Purchase Agreement dated as of ____________ between [Account Party] and Beneficiary.
This Letter of Credit is issued with respect to the following obligations:_______.
This Letter of Credit may be drawn upon under the following conditions, including any documentation that must be delivered with any drawing request:_______.
Partial draws of this Letter of Credit are permitted. This Letter of Credit is not transferable. Drafts on us at sight must be accompanied by a Beneficiary's signed statement signed by a representative of Beneficiary substantially as follows:
The undersigned hereby certifies that (i) I am duly authorized to execute this document on behalf of Hawaiian Electric Company, and (ii) the amount of the draft accompanying this certification is due and owing to Hawaiian Electric Company under the terms of the Power Purchase Agreement dated as of ____________, between _____________, and Hawaiian Electric Company.
The amounts of any drafts drawn under this credit are to be endorsed on the reverse side hereof. Such drafts must bear the clause “Drawn under [Bank's Name and Letter of Credit Number _____________ and date of Letter of Credit.]

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This letter of credit shall expire one year from the date hereof. Notwithstanding the foregoing, however, this letter of credit shall be automatically extended (without amendment of any other term and without the need for any action on the part of the undersigned or Beneficiary) for one year from the initial expiration date and each future expiration date unless we notify you in writing at least thirty (30) days prior to any such expiration date that this letter of credit will not be so extended. Any such notice shall be delivered by registered or certified mail, or by FedEx, both to [name and address of Beneficiary's Purchased Power Group contact] , and to [name and address of Finance Department contact] .
We hereby agree with drawers that drafts and documents as specified above will be duly honored upon presentation to [Bank's Name] and [Bank's Address] if presented on or before the then-current expiration date hereof.
Payment of any amount under this Letter of Credit by [Bank] shall be made as the Beneficiary shall instruct on the next Business Day after the date the [Bank] receives all documentation required hereunder, in immediately available funds on such date. As used in this Letter of Credit, the term “Business Day” shall mean any day other than a Saturday or Sunday or any other day on which banks in the State of Hawaii are authorized or required by law to be closed.
Unless otherwise expressly stated herein, this irrevocable standby letter of credit is issued subject to rules of the International Standby Practices, International Chamber of Commerce publication no. 590 (“ ISP98 ”).

[Bank's Name]:
 
 
 
 
By:
 
 
[Authorized Signature]


P-2




ATTACHMENT Q
FORM OF NONDISTURBANCE AND RECOGNITION AGREEMENT

NONDISTURBANCE
AND RECOGNITION AGREEMENT

THIS NONDISTURBANCE AND RECOGNITION AGREEMENT (this " Agreement ") is made as of _____________________ (the “ Effective Date ”), by and between [Financing Party] (“ Financing Party ”) and HAWAII ELECTRIC LIGHT COMPANY, INC. , a Hawaii corporation, with principal offices in Hilo, Hawaii (" HELCO ").

RECITALS
(a) Hu Honua Bioenergy, LLC, a Delaware limited liability company (“ HHB ”) and HELCO are parties to that certain Power Purchase Agreement for Renewable Dispatchable Firm Energy and Capacity dated as of ____________________ (the “ PPA ”), a copy of which is attached hereto as Attachment A . Pursuant to the PPA, HHB will design, construct, own, operate and maintain a proposed renewable dispatchable firm energy and capacity electric energy generating facility located at Pepeekeo, County of Hawaii, State of Hawaii as more fully described in the PPA (“ Facility ”), and HELCO will purchase such energy and capacity from HHB upon the terms and conditions of the PPA.
(b) HHB entered into [__________ agreement(s) dated __________] to arrange secured financing, non-recourse to HHB, to construct and operate the Facility (“ Financing Documents ”).
(c) Section 3.1(F) of the PPA requires Financing Party to recognize certain rights in favor of HELCO.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the respective promises hereinafter contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms . Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the PPA.
2. Recognition and Non-Disturbance of HELCO Step-in Right . Financing Party acknowledges and agrees that HELCO has a right to step in and operate the Facility as provided in Section 8.2(D) of the PPA, and that so long as the PPA is in effect and there shall not exist and remain continuing any Event of Default by HELCO under the PPA, Financing Party will take no action (except pursuant to rights granted to HHB under the

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PPA) to disturb, affect or impair HELCO’s right to step in and operate the Facility as provided in Section 8.2(D) of the PPA.
3. Assumption of PPA . As a condition to Financing Party, or any purchaser, successor, assignee and/or designee of Financing Party (“ Subsequent Owner ”), succeeding to ownership or possession of the Facility as a result of the exercise of remedies under the Financing Documents, and thereafter operating the Facility to generate electric energy, Financing Party or Subsequent Owner shall, prior to operating the Facility for such purpose, have assumed all of HHB’s rights and obligations under the PPA.
4. HELCO Right to Cure . Financing Party acknowledges and agrees that so long as the PPA is in effect and there shall not exist and remain continuing any Event of Default by HELCO, Financing Party shall: (i) give written notice to HELCO of any event of default by HHB and any event known to Financing Party which, with notice or the passage of time or both, would constitute an event of default by HHB, under the Financing Documents; and (ii) afford HELCO the right to cure any such event of default within sixty (60) Days after notice to HELCO of such event of default, and to forbear from exercising any right or remedy available to Financing Party in respect of such event of default during such cure period.
5. Recognition and Non-Disturbance of HELCO Set-Off Right . Financing Party acknowledges and agrees that HELCO has a right to set off any payment due and owing by HHB to HELCO under the PPA as provided in Article 16 and Section 6.2(B) of the PPA, and that so long as the PPA is in effect and there shall not exist and remain continuing any Event of Default by HELCO, Financing Party will take no action (except pursuant to rights granted to HHB under the PPA) to disturb, affect or impair HELCO’s right to set off any payment due and owing by HHB to HELCO under the PPA as provided in Article 16 and Section 6.2(B) of the PPA.
6. Notices
(a)      All notices, consents and waivers under this Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand, (ii) sent by telecopier (with printed confirmation of transmission), (iii) sent by certified mail, return receipt requested, or (iv) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other party):
Financing Party:

By Mail or Delivered:

___________________
___________________
___________________

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Attn: ______________

With Copy to:
_______________
_______________
_______________


By facsimile:

___________________
Attn: ______________
_____________

HELCO:
    
By Mail:

Hawaii Electric Light Company, Inc.
P.O. Box 2017
Hilo, Hawaii 96729-1027
Attn: Manager, Production

Delivered:

Hawaii Electric Light Company, Inc.
1200 Kilauea Avenue
Hilo, Hawaii 96720-4295
Attn: Manager, Production


By facsimile:

Hawaii Electric Light Company, Inc.
Attn: Manager, Production
(808) 969-0425

(b)      Notice sent by mail shall be deemed to have been given on the date of actual delivery or at the expiration of the fifth day after the date of mailing, whichever is earlier. Any party hereto may change its address for written notice by giving written notice of such change to the other party hereto.
(c)      Any notice delivered by facsimile must be followed by personal or mail delivery and the effective date of such notice shall be the date of personal delivery or, if

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by mail, the earlier of the actual date of delivery or the expiration of the fifth day after the date of mailing.
(d)      The parties may agree in writing upon additional means of providing notices, consents and waivers under this Agreement in order to adapt to changing technology and commercial practices.
7. Miscellaneous
(a)      This Agreement embodies the whole agreement and understanding of the Financing Party and HELCO with respect to the matters described herein.
(b)      This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors and assigns.
(c)      This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
(d)      Interpretation and performance of this Agreement shall be in accordance with, and shall be controlled by, the laws of the State of Hawaii, other than the laws thereof that would require reference to the laws of any other jurisdiction. By entering into this Agreement, Financing Party submits itself to the personal jurisdiction of the courts of the State of Hawaii and agrees that the proper venue for any civil action arising out of or relating to this Agreement shall be Honolulu, Hawaii.
(e)      This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, all of which taken together shall constitute one and the same document, binding upon all the parties.
(f)      This Agreement and all documents executed and delivered in connection herewith, and all notices and other communications given pursuant to this Agreement, may be executed and signatures transmitted via facsimile or portable digital format (.pdf).

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IN WITNESS WHEREOF, Financing Party and HELCO have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.

Financing Party:
 
 
                  By:
 
 
                  Name:
 
 
                  Its:
 
 



HELCO: HAWAII ELECTRIC LIGHT COMPANY, INC., a Hawaii corporation

                  By:
 
 
                  Name:
 
 
                  Its:
 
 
 
 
 
                  By:
 
 
                  Name:
 
 
                  Its:
 
 



Q-5



Attachment A


[Include PPA]


Q-6



ATTACHMENT R
SELLER’S LITIGATION SCHEDULE

Hu Honua Bioenergy, LLC v. Hawaiian Electric Industries, Inc, Hawaii Electric Light Company, Inc., Nextera Energy Inc., Hamakua Energy Partners, L.P. , Civ No. 16-00634-JMS-KJM (D. Haw.)

    
  


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ATTACHMENT S
[ RESERVED]





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ATTACHMENT T
FORM OF MONTHLY PROGRESS REPORT

1
Instructions
Any capitalized terms used in this report which are not defined herein shall have the meaning ascribed to them in the Power Purchase Agreement for Renewable Dispatchable Firm Energy and Capacity by and between Hu Honua Bioenergy, LLC , a Delaware limited liability company (" Seller "), and Hawaii Electric Light Company, Inc. , a Hawai‘i corporation, dated ____________, (the " Agreement ").

In addition to the remedial action plan requirement set forth in Section 2.3(B)(1) (Seller’s Remedial Action Plan) of the Agreement, Seller shall review the status of each Condition Precedent and Milestone of the schedule (the " Schedule ") for the Facility and identify such matters referenced in clauses (i)-(v) below as known to Seller and which in Seller's reasonable judgment are expected to adversely affect the Schedule, and with respect to any such matters, shall state the actions which Seller intends to take to ensure that the Conditions Precedent and Milestones will be attained by their required dates. Such matters may include, but shall not be limited to:

(i)    Any material matter or issue arising in connection with a Permit, or compliance therewith, with respect to which there is an actual or threatened dispute over the interpretation of a law, actual or threatened opposition to the granting of a necessary Permit, any organized public opposition, any action or expenditure required for compliance or obtaining approval that Seller is unwilling to take or make, or in each case which could reasonably be expected to materially threaten or prevent financing of the Facility, attaining any Condition Precedent or Milestone, or obtaining any contemplated agreements with other parties which are necessary for attaining any Condition Precedent or Milestone or which otherwise reasonably could be expected to materially threaten Seller's ability to attain any Condition Precedent or Milestone.

(ii)    Any development or event in the financial markets or the independent power industry, any change in taxation or accounting standards or practices or in Seller's business or prospects which reasonably could be expected to materially threaten financing of the Facility, attainment of any Condition Precedent or Milestone or materially threaten any contemplated agreements with other parties which are necessary for attaining any Condition Precedent or Milestone or could otherwise reasonably be expected to materially threaten Seller's ability to attain any Condition Precedent or Milestone;

(iii)    A change in, or discovery by Seller of, any legal or regulatory requirement which would reasonably be expected to materially threaten Seller's ability to attain any Condition Precedent or Milestone;

(iv)    Any material change in Seller's schedule for initiating or completing any material aspect of the Facility;

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(v)    The status of any matter or issue identified as outstanding in any prior Monthly Progress Report and any material change in Seller's proposed actions to remedy or overcome such matter or issue.
For the purpose of this report, " EPC Contractor " means the contractor responsible for engineering, procurement and construction of the Facility, including Seller if acting as contractor, and including all subcontractors.
2
Major activities recently performed
Please provide a summary of the major activities performed for each of the following aspects of the Facility since the previous report (provide details in subsequent sections of this report):


2.1      Financing

2.2      Development Permits

2.3      Site Control

2.4      Land Rights for Company-Owned Interconnection Facilities

2.5      Design and Engineering

2.6      Major Equipment Procurement

2.7      Construction

2.8      Interconnection

2.9      Startup Testing and Commissioning


3
Remedial Action Plan (if applicable)
Provide a detailed description of Seller's course of action and plan to achieve the missed Conditions Precedent or Milestones and all subsequent Conditions Precedent and Milestones by the Guaranteed Commercial Operation Date using the outline provided below.

3.1    Identify Missed Condition Precedent or Milestone

3.2    Explain plans to achieve missed Condition Precedent or Milestone

3.3    Explain plans to achieve subsequent Conditions Precedent and Milestones

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3.4    Identify and discuss (a) delays in engineering schedule, equipment procurement, and construction and interconnection schedule and (b) plans to remedy delays as a result of the missed Conditions Precedent or Milestones


4
Project Schedule
Please provide a copy of the current version of the overall Facility schedule (e.g., Work Breakdown Structure, Gantt chart, MS Project report, etc.). Include all major activities for Development Permits, design and engineering, procurement, construction, interconnection and testing.


5
Permits
5.1
Please describe each of the Permits to be obtained by Seller and the status of each :

Agency / Approval

Status Summary
e.g., dates of application / hearing / notice / etc. (note whether dates are anticipated or actual); major activities (indicate whether planned, in progress and/or completed); primary reasons for possible delay, etc.
 
 
 
 
5.2      Permit activities recently performed
Please list all Permit activities that occurred since the previous report.


6
Land Rights for the Company-Owned Interconnection Facilities
6.1
Table of Land Rights schedule for Company-Owned Interconnection Facilities
If not obtained prior to execution of the Agreement, please provide the schedule Seller intends to follow to obtain control of the Land for the Company-Owned Interconnection Facilities (e.g., purchase, lease).

Activity
Completion Date
 
__/__/____ (expected / actual)
 
__/__/____ (expected / actual)

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6.2      Land Control activities recently performed
Please explain in detail the property acquisition activities that were performed since the previous report.

7
Design and Engineering
7.1      Design and engineering schedule
Please provide the name of the EPC Contractor, the date of execution of the EPC Contract, and the date of issuance of a full notice to proceed (or equivalent).

Please list all major design and engineering activities, both planned and completed, to be performed by Seller and the EPC Contractor.

Name of EPC Contractor / Subcontractor
Activity
Completion Date
 
 
__/__/____ (expected / actual)
 
 
__/__/____ (expected / actual)

7.2      Design and engineering activities recently performed
Please explain in detail the design and engineering activities that were performed since the previous report.


8
Major Equipment Procurement.
8.1      Major equipment to be procured
Please list all major equipment to be procured by Seller or the EPC Contractor:

Equipment Description
Manufacturer
Delivery Date
 (indicate whether expected or actual)
Installation Date
(indicate whether expected or actual)
 
 
__/__/____
(expected / actual)
__/__/____
(expected / actual)
 
 
__/__/____
(expected / actual)
__/__/____
(expected / actual)

8.2      Major equipment procurement activities recently performed
Please explain in detail the major equipment procurement activities that were performed since the previous report.

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9
Construction
9.1      Construction activities
Please list all major construction activities, both planned and completed, to be performed by Seller or the EPC contractor.


Activity
EPC Contractor / Subcontractor
Completion Date
 
 
__/__/____ (expected / actual)
 
 
__/__/____ (expected / actual)

9.2      Construction activities recently performed
Please explain in detail the construction activities that were performed since the previous report.


10
Interconnection
10.1      Interconnection activities
Please list all major interconnection activities, both planned and completed, to be performed by Seller or the EPC Contractor.

Activity
Name of EPC Contractor / Subcontractor
Completion Date
 
 
__/__/____ (expected / actual)
 
 
__/__/____ (expected / actual)

10.2      Interconnection activities recently performed
Please explain in detail the interconnection activities that were performed since the previous report.



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11
Startup Testing and Commissioning
11.1      Startup testing and commissioning activities
Please list all major startup testing and commissioning activities, both planned and completed, to be performed by Seller or the EPC Contractor.

Activity
Name of EPC Contractor / Subcontractor
Completion Date
 
 
__/__/____ (expected / actual)
 
 
__/__/____ (expected / actual)

11.2      Startup testing and commissioning activities recently performed
Please explain in detail the startup testing and commissioning activities that were performed since the previous report.


12
Safety and Health Reports
12.1      Accidents
Please describe all Facility-related accidents reported since the previous report.

12.2      Work stoppages
Please describe all Facility-related work stoppages from that occurred since the previous report.


13
Certification
I, ____________, on behalf of and as an authorized representative of [_______________], do hereby certify that any and all information contained in this Seller's Monthly Progress Report is true and accurate, and reflects, to the best of my knowledge, the current status of the construction of the Facility as of the date specified below.

By:_______________________________

Name:_____________________________

Title:______________________________

Date:______________________________

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ATTACHMENT U
RENEWABLE PORTFOLIO STANDARDS
(See also Section 2.1(G) (Renewable Portfolio Standards) of the Agreement)
1.
Definitions .
(a)
Performance Standards ” – The various performance standards for the operation of the Facility and the delivery of electric energy from the Facility to Company specified in Section 3.2(C) (Delivery of Power to Company) of the Agreement.
(b)
PUC RPS Order ” – Shall have the meaning set forth in Section 4 (RPS Modifications Document) of this Attachment U (Renewable Portfolio Standards).
(c)
RPS Modifications ” – Any capital improvements, additions, enhancements, replacements, repairs or other operational modifications to the Facility and/or to changes in Seller's operations or maintenance practices necessary to enable the electric energy delivered from the Facility to come within the revised definition of "renewable electrical energy" resulting from a RPS Amendment.
(d)
RPS Modifications Document ” – Shall have the meaning set forth in Section 4 (RPS Modifications Document) of this Attachment U (Renewable Portfolio Standards).
(e)
RPS Pricing Impact ” – Any adjustment in Energy Charge and/or Capacity Charge necessary to specifically reflect the recovery of the net costs and/or net lost revenues specifically attributable to any RPS Modification, which shall consist of the following: (i) recovery of, and return on, any capital investment (aa) made over a cost recovery period starting after the RPS Modification is made effective following a PUC RPS Order through the end of the Initial Term and (bb) based on a proposed capital structure that is commercially reasonable for such an investment and the return on investment is at market rates for such an investment or similar investment); (ii) recovery of reasonably expected net additional operating and maintenance costs; and (iii) an adjustment in pricing necessary to compensate Seller for reasonably expected reductions, if any, in the delivery of electric energy to Company under this Agreement, which shall consist of (yy) an increase in payments necessary to compensate Seller for expected reduced electric energy payments under this Agreement; and (zz) to the extent applicable, an increase in payments necessary to compensate Seller for reasonably expected reductions in receipt of federal, state or local tax credits, which may be in the form of governmental subsidies, rebates or refunds, calculated on an after-tax basis, earned by Seller resulting from its operation or ownership of the Facility.
2.
Renewable Portfolio Standards . Pursuant to Section 2.1(G) of the Agreement, Seller shall develop Seller’s RFP Modifications Proposal in the event that as a result of any RPS Amendment, the electric energy delivered from the Facility should no longer qualify as “renewable electrical energy”.

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3.
Seller’s RPS Modifications Proposal . Upon receipt of Seller's RPS Modifications Proposal, Company will evaluate Seller's RPS Modifications Proposal. Seller shall assist Company in performing such evaluation as and to the extent reasonably requested by Company (including, but not limited to, providing such additional information as Company may reasonably request and participating in meetings with Company as Company may reasonably request).
4.
RPS Modifications Document . If, following Company's evaluation of Seller's RPS Modifications Proposal, Company desires to consider the implementation by Seller of the changes recommended in Seller's RPS Modifications Proposal, Company shall provide Seller with written notice to that effect, such notice to be issued to Seller within 180 Days of receipt of Seller's RPS Modifications Proposal, and Company and Seller shall proceed to negotiate in good faith a document setting forth the specific changes to the Agreement that are necessary to implement such RPS Modifications Proposal (the " RPS Modifications Document "). A decision by Company to initiate negotiations with Seller as aforesaid shall not constitute an acceptance by Company of any of the details set forth in Seller's RPS Modifications Proposal, including but not limited to the RPS Modifications and the RPS Pricing Impact. Any adjustment to the Energy Charge and Capacity Charge pursuant to such RPS Modifications Document shall be limited to the RPS Pricing Impact. The time periods set forth in such RPS Modifications Document as to the effective date for the RPS Modifications shall be measured from the date the PUC order with respect to such RPS Modifications becomes non-appealable as provided in Section 6 (PUC RPS Order) of this Attachment U (Renewable Portfolio Standards) (“PUC RPS Order”).    
5.
Failure to Reach Agreement . If Company and Seller are unable to agree upon and execute a RPS Modifications Document within 180 Days of Company's written notice to Seller pursuant to Section 4 (RPS Modifications Document) of this Attachment U (Renewable Portfolio Standards), Company shall have the option of declaring the failure to reach agreement on and execute such Document to be a dispute and submit such dispute to an Independent Evaluator for the conduct of a determination pursuant to Section 9 (Dispute) of this Attachment U (Renewable Portfolio Standards). Any decision of the Independent Evaluator, rendered as a result of such dispute shall include a form of a RPS Modifications Document as described in Section 4 (RPS Modifications Document) of this Attachment U (Renewable Portfolio Standards).
6.
PUC RPS Order . No RPS Modifications Document shall constitute an amendment to the Agreement unless and until a PUC RPS Order issued with respect to such Document has become non-appealable. Once the condition of the preceding sentence has been satisfied, such RPS Modifications Document shall constitute an amendment to this Agreement. To be "non-appealable" under this Section 6 (PUC RPS Order), such PUC RPS Order shall be either (i) not subject to appeal to any Circuit Court of the State of Hawai‘i or the Supreme Court of the State of Hawai‘i, because the thirty (30) Day period (accounting for weekends and holidays as appropriate) permitted for such an appeal has passed without the filing of notice of such an appeal, or (ii) affirmed on appeal to any Circuit Court of the State of Hawai‘i or the Supreme Court, or the Intermediate Appellate Court upon assignment by the Supreme Court, of the State of Hawai‘i, or affirmed upon further

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appeal or appellate process, and is not subject to further appeal, because the jurisdictional time permitted for such an appeal (and/or further appellate process such as a motion for reconsideration or an application for writ of certiorari) has passed without the filing of notice of such an appeal (or the filing for further appellate process).
7.
Company’s Rights . The rights granted to Company under Section 4 (RPS Modifications Document) of this Attachment U (Renewable Portfolio Standards) and Section 5 (Failure to Reach Agreement) of this Attachment U (Renewable Portfolio Standards) above are exclusive to Company. Seller shall not have a right to initiate negotiations of a RPS Modifications Document or to initiate dispute resolution under Section 9 (Dispute) of this Attachment U (Renewable Portfolio Standards), as a result of a failure to agree upon and execute any RPS Modifications Document.
i.
Limited Purpose . This Attachment U (Renewable Portfolio Standards) is intended to specifically address the implementation of reasonable measures to cause the electric energy delivered from the Facility to come within the revised definition of "renewable electrical energy" under any RPS Amendment and is not intended for either Party to provide a means for renegotiating any other terms of the Agreement. Revisions to the Agreement in accordance with the provisions of this Attachment U (Renewable Portfolio Standards) are not intended to increase Seller's risk of non-performance or default.
8.
Dispute . If Company decides to declare a dispute as a result of the failure to reach agreement and execute a RPS Modifications Document pursuant to Section 5 (Failure to Reach Agreement) of this Attachment U (Renewable Portfolio Standards), it shall provide written notice to that effect to Seller. Within 20 Days of delivery of such notice Seller and Company shall agree upon an Independent Evaluator to resolve the dispute regarding a RPS Modifications Document. The Independent Evaluator shall be reasonably qualified and expert in renewable energy power generation, matters relating to the Performance Standards, financing, and power purchase agreements. If the Parties are unable to agree upon an Independent Evaluator within such 20-Day period, Company shall apply to the PUC for the appointment of an Independent Evaluator In its application, Company shall ask the PUC to appoint an Independent Evaluator within 30 Days of the application.
(a)
Promptly upon appointment, the Independent Evaluator shall request the Parties to address the following matters within the next 15 days:
i.
The reasonable measures required to be taken by Seller to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question;
ii. How Seller would implement such measures;
iii. Reasonably expected net costs and/or lost revenues associated with such measures so the energy delivered by the Facility complies with such

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revised definition of "renewable electrical energy under the RPS Amendment in question;
iv. The appropriate level, if any, of RPS Pricing Impact in light of the foregoing; and
v.
Contractual consequences for non-performance that are commercially reasonable under the circumstances.
(b)
Within 90 Days of appointment, the Independent Evaluator shall render a decision unless the Independent Evaluator determines it needs to have additional time, not to exceed 45 Days, to render a decision.
(c)
The Parties shall assist the Independent Evaluator throughout the process of preparing its review, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. The Parties may meet with each other during the review process to explore means of resolving the matter on mutually acceptable terms.
(d)
The following standards shall be applied by the Independent Evaluator in rendering his or her decision: (i) if it is not technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under the RPS Amendment in question, the Independent Evaluator shall determine that the Agreement shall not be amended to comply with such changes in RPS (unless the Parties agree otherwise); (ii) if it is technically or operationally feasible for Seller to implement reasonable measures required to cause the electric energy delivered from the Facility to come within such revised definition of "renewable electrical energy" under RPS, the Independent Evaluator shall incorporate such required changes into a RPS Modifications Document including (aa) Seller's RPS Modifications, (bb) pricing terms that incorporate the RPS Pricing Impact, and (cc) contract terms and conditions that are commercially reasonable under the circumstances, especially with respect to the consequences of non-performance by Seller as to the RPS Modifications. In addition to the RPS Modifications Document, the Independent Evaluator shall render a decision which sets forth the positions of the Parties and Independent Evaluator's rationale for his or her decisions on disputed issues.
(e)
The fees and costs of the Independent Evaluator shall be paid by Company up to the first $30,000 of such fees and costs; above those amounts, the Party that is not the prevailing Party shall be responsible for any such fees and costs; provided, if neither Party is the prevailing Party, then the fees and costs of the Independent Evaluator above $30,000, shall be borne equally by the Parties. The Independent Evaluator in rendering his or her decision shall also state which Party prevailed

U-4
November 2011 Version
 



over the other Party, or that neither Party prevailed over the other.



U-5
November 2011 Version
 


TABLE OF CONTENTS




 
 
PAGE

 
 
 
ARTICLE 1 -
DEFINITIONS……………………………………………………………….
2

ARTICLE 2 -
SCOPE OF AGREEMENT……………………………………………..........
17

ARTICLE 3 -
SPECIFIC RIGHTS AND OBLIGATIONS OF THE PARTIES………….....
28

ARTICLE 4 -
SUSPENSION OR REDUCTION OF DELIVERIES………………….........
60

ARTICLE 5 -
RATES FOR PURCHASE…………………...…………………………........
63

ARTICLE 6 -
BILLING AND PAYMENT…………………………………………….........
68

ARTICLE 7 -
CREDIT ASSURANCE AND SECURITY…………………………….........
70

ARTICLE 8 -
DEFAULT………………………………….......…………………….............
73

ARTICLE 9 -
LIQUIDATED DAMAGES………………………………...………..............
83

ARTICLE 10 -
COMPANY’S USE OF AND ACCESS TO FACILITY……...…………......
87

ARTICLE 11 -
AUDIT RIGHTS………………………...…………………….……..............
89

ARTICLE 12 -
REPRESENTATIONS, WARRANTIES AND COVENANTS………….......
90

ARTICLE 13 -
INDEMNIFICATION………………………………………………………..
93

ARTICLE 14 -
CONSEQUENTIAL DAMAGES……………………...…………………....
96

ARTICLE 15 -
INSURANCE………………………………………………………………..
97

ARTICLE 16 -
SET OFF………………………………………………………………..........
99

ARTICLE 17 -
DISPUTE RESOLUTION………………………………...…………...........
100

ARTICLE 18 -
FORCE MAJEURE…………………………………………………….........
104

ARTICLE 19 -
ELECTRIC SERVICE SUPPLIED BY COMPANY……………………......
108

ARTICLE 20 -
ASSIGNMENT………………………………………………………….......
109

ARTICLE 21 -
SALE OF FACILITY BY SELLER…...…….…………………………........
110

ARTICLE 22 -
REIMBURSEMENT OF CERTAIN COMPANY COSTS…………….........
113

ARTICLE 23 -
EQUAL EMPLOYMENT OPPORTUNITY…………………...….........…..
114

ARTICLE 24 -
RESERVED………………………………………………………………....
115

ARTICLE 25 -
MISCELLANEOUS………………………………………………................
116




-i-


HEI Exhibit 10.20(d)

AMERICAN SAVINGS BANK SELECT DEFERRED COMPENSATION PLAN
Amendment No. 4 to January 1, 2009 Restatement

The American Savings Bank Select Deferred Compensation Plan (“SDCP”) is hereby amended by this Amendment No. 4 to the January 1, 2009 Restatement, as follows:

1.
Purpose and Explanation. This Amendment is adopted to change the eligibility criteria for the Plan and to reflect that the Bank performs the duties of the Committee.

a.
Eligibility. Under the current terms of the Plan and Amendment No. 1, eligibility is restricted to the Bank’s Leadership Council. The Bank’s Leadership Council has been discontinued. The Bank wishes to confer on the Bank the authority to designate eligible employees, as provided under the original 2009 Restatement.

This Amendment No. 4 provides the Bank discretion to designate eligible employees for each enrollment. Employees selected must be members of a “select group of management or highly compensated employees”, as required under ERISA.

b.
“Committee” . Under the current terms of the Plan, the Committee (defined as the Hawaiian Electric Industries, Inc. Total Compensation Administration Committee) performs certain administrative functions under the Plan. The Committee has been disbanded. The Committee’s duties are performed by the Company.

This Amendment No. 4 provides that the Committee functions are performed by the Bank.

2.
Supersession . This Amendment No. 4 shall supersede the provisions of the SDCP to the extent that those provisions are inconsistent with this Amendment.

3.
Effective Date. This Amendment No. 4 is effective for Plan Years beginning on or after January 1, 2018.

4.
Section 3.1(a) and (b). Sections 3.1(a) and (b) are amended in their entirety, as follows:

(a)
General. Employees who are determined by the Bank to be includable in a select group of management or highly compensated employees of the Bank within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and are specifically approved for participation by the Bank, in its sole discretion, shall be eligible to make Deferral Elections under this Plan. Continued eligibility to make Deferral Elections, year-by-year, shall be conditioned upon a Participant’s continuing to meet the requirements of the Plan, including, but not limited to, continuing to be includable in a select group of management or highly compensated employees of the Bank.







(b)
Effective Date of Eligibility for Newly Eligible Employees. The effective date of eligibility for newly eligible employees shall be either the date on which the employee is given notice of eligibility to participate by the Bank or, in the discretion of the Bank, the date of commencement of the enrollment period for Regular Deferral Elections for the Plan Year next following the date on which the employee is given notice of eligibility to participate.

5.
Section 2.1(n). Section 2.1(n) is deleted and replaced by the following language:
(a)      Reserved.
In addition, references to “Committee” are hereby changed to “Bank” wherever it appears in the Plan document.

6.
Except as modified herein, all of the terms and provisions of the SDCP, as amended, shall continue in full force and effect.

* * *

IN WITNESS WHEREOF, American Savings Bank has caused this Amendment No. 4 to the January 1, 2009 Restatement of the American Savings Bank Select Deferred Compensation Plan to be executed by its duly authorized officer on December 4, 2017.

 
  AMERICAN SAVINGS BANK
By:
/s/ Richard F. Wacker
 
President & CEO






Hawaiian Electric Exhibit 10.4(d)

NOTICE AND ACKNOWLEDGMENT UNDER
POWER PURCHASE AGREEMENT


This NOTICE AND ACKNOWLEDGMENT UNDER POWER PURCHASE AGREEMENT is made as of November 24, 2017 (the “Effective Date”), by HAMAKUA ENERGY, LLC, a Hawaii limited liability company (“Hamakua Energy”) and acknowledged by HAWAI‘I ELECTRIC LIGHT COMPANY, INC., a Hawaii corporation (“Company”).

RECITALS

WHEREAS, Hamakua Energy Partners, L.P. (“HEP”) and Company are parties to: (1) that certain Power Purchase Agreement dated as of October 22, 1997, as amended by Amendment No. 1 to the Power Purchase Agreement dated as of January 14, 1999, and a Power Purchase Agreement Novation dated November 8, 1999 (collectively, the “Power Purchase Agreement”) and (2) that certain Interconnection Agreement dated as of October 22, 1997, also amended by said Power Purchase Agreement Novation dated November 8, 1999 (the “Interconnection Agreement,” and together with the Power Purchase Agreement, collectively, the “Contracts”); and

WHEREAS, Hamakua Energy agreed to purchase certain assets comprising the Facility (as defined in the Power Purchase Agreement) and the Contracts pursuant to that certain Asset Purchase Agreement dated as of September 14, 2017, between HEP and Hamakua Land Partnership, L.L.P., as Seller, and Hamakua Energy, as Buyer (the “Transaction”); and

WHEREAS, Company has consented to the Transaction pursuant to that certain Consent and Agreement Concerning Certain Assets of Hamakua Energy Partners, L.P. and Hamakua Land Partnership, L.L.P. dated as of September 19, 2017; and

WHEREAS, as of the Effective Date, the Transaction has closed and Hamakua Energy wishes to notify Company of the substitution of Hamakua Energy in place of HEP as the “Seller” under the Contracts;

NOW THEREFORE, as of the Effective Date, Hamakua Energy hereby notifies Company as follows:

1.      Hamakua Energy has assumed and agreed to accept, observe, perform and discharge all liabilities and obligations of the “Seller” under the Contracts and to be bound by the terms of the Contracts in place of HEP;

1






2.      For all purposes, the “Seller” under the Contracts shall be Hamakua Energy. Notices pursuant to Section 23.2 of the Power Purchase Agreement and pursuant to Section 19 of the Interconnection Agreement to the Seller shall be made to:

Hamakua Energy, LLC
1001 Bishop Street, Suite 2900
Honolulu, Hawaii 96813         
Attention: Ms. Julie Smolinski

3.      The Power Purchase Agreement is hereby attached hereto as Exhibit A.

4.      The Interconnection Agreement is hereby attached hereto as Exhibit B.     

IN WITNESS WHEREOF, Hamakua Energy makes this Notice to Company as of the Effective Date herein above written.

                        
 
HAMAKUA ENERGY, LLC
 
 
 
 
 
 By: /s/ Kurt Murao
 
Kurt Murao
 
Its Authorized Signatory


    

    

2



AND Hawai‘i Electric Light Company, Inc., the “Company” herein, hereby acknowledges Hamakua Energy’s notice and assumption herein and agrees that from and after the Effective Date, the “Seller” under the Contracts shall be Hamakua Energy. The foregoing acknowledgement by Company to the assumption of the Contracts by Hamakua Energy shall not: (a) authorize, nor be deemed to authorize, any other or further transfer or assignment of the Contracts, (b) waive nor be deemed to waive, or amend, or be deemed to amend, any term, covenant, condition or provision of the Contracts, (c) limit or restrict in any way the rights of Hamakua Energy under the Contracts, including its rights to assign the Contracts as required by any Financing Parties (as defined in the Contracts) or in connection with any Financing Documents (as defined in the Contracts), and (d) limit or restrict in any way the rights of Company under the Contracts, all rights of Company under the Contracts and any other such instrument or with respect to the Facility being hereby expressly reserved.

IN WITNESS WHEREOF, Company makes this acknowledgment as of the Effective Date hereinabove written.

                                
 
HAWAII ELECTRIC LIGHT COMPANY, INC.
 
 
 
 
 
/s/ Jay Ignacio
 
Jay Ignacio
 
Its President
    

3


HEI Exhibit 11
 
Hawaiian Electric Industries, Inc.
COMPUTATION OF EARNINGS PER SHARE
OF COMMON STOCK
Years ended December 31, 2017, 2016, 2015, 2014 and 2013
 
(in thousands,
 except per share amounts)
 
2017

 
2016

 
2015

 
2014

 
2013

Net income for common stock
 
$
165,297

 
$
248,256

 
$
159,877

 
$
168,129

 
$
161,709

Weighted-average number of common shares outstanding
 
108,749

 
108,102

 
106,418

 
101,968

 
98,968

Adjusted weighted-average number of common shares outstanding
 
108,933

 
108,309

 
106,721

 
102,937

 
99,623

Basic earnings per common share
 
$
1.52

 
$
2.30

 
$
1.50

 
$
1.65

 
$
1.63

Diluted earnings per common share
 
$
1.52

 
$
2.29

 
$
1.50

 
$
1.63

 
$
1.62






HEI Exhibit 12.1
 
Hawaiian Electric Industries, Inc.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 
2017
 
2016
 
2015
Years ended December 31
(1)
 
(2)
 
(1)
 
(2)
 
(1)
 
(2)
(dollars in thousands)
 

 
 

 
 

 
 

 
 

 
 

Fixed charges
 

 
 

 
 

 
 

 
 

 
 

Total interest charges
$
82,065

 
$
91,725

 
$
81,974

 
$
89,141

 
$
83,936

 
$
89,284

Interest component of rentals
6,607

 
6,607

 
6,200

 
6,200

 
6,065

 
6,065

Pretax preferred stock dividend requirements of subsidiaries
3,127

 
3,127

 
2,825

 
2,825

 
2,977

 
2,977

Total fixed charges
$
91,799

 
$
101,459

 
$
90,999

 
$
98,166

 
$
92,978

 
$
98,326

Earnings
 

 
 

 
 

 
 

 
 

 
 

Pretax income from continuing operations
$
274,690

 
$
274,690

 
$
371,951

 
$
371,951

 
$
252,898

 
$
252,898

Fixed charges, as shown
91,799

 
101,459

 
90,999

 
98,166

 
92,978

 
98,326

Interest capitalized
(5,375
)
 
(5,375
)
 
(3,727
)
 
(3,727
)
 
(3,265
)
 
(3,265
)
Earnings available for fixed charges
$
361,114

 
$
370,774

 
$
459,223

 
$
466,390

 
$
342,611

 
$
347,959

Ratio of earnings to   fixed charges
3.93

 
3.65

 
5.05

 
4.75

 
3.68

 
3.54

 
2014
 
2013
Years ended December 31
(1)
 
(2)
 
(1)
 
(2)
(dollars in thousands)
 

 
 

 
 

 
 

Fixed charges
 

 
 

 
 

 
 

Total interest charges
$
83,458

 
$
88,535

 
$
85,315

 
$
90,407

Interest component of rentals
6,366

 
6,366

 
6,345

 
6,345

Pretax preferred stock dividend requirements of subsidiaries
2,952

 
2,952

 
2,886

 
2,886

Total fixed charges
$
92,776

 
$
97,853

 
$
94,546

 
$
99,638

Earnings
 

 
 

 
 

 
 

Pretax income from continuing operations
$
263,708

 
$
263,708

 
$
247,946

 
$
247,946

Fixed charges, as shown
92,776

 
97,853

 
94,546

 
99,638

Interest capitalized
(3,954
)
 
(3,954
)
 
(7,097
)
 
(7,097
)
Earnings available for fixed charges
$
352,530

 
$
357,607

 
$
335,395

 
$
340,487

Ratio of earnings to fixed charges
3.80

 
3.65

 
3.55

 
3.42

(1)
Excluding interest on ASB deposits.
(2)
Including interest on ASB deposits.

For purposes of calculating the ratio of earnings to fixed charges, “earnings” represent the sum of (i) pretax income from continuing operations (before adjustment for undistributed income or loss from equity investees) and (ii) fixed charges (as hereinafter defined, but excluding capitalized interest). “Fixed charges” are calculated both excluding and including interest on ASB’s deposits during the applicable periods and represent the sum of (i) interest, whether capitalized or expensed, (ii) amortization of debt expense and discount or premium related to any indebtedness, whether capitalized or expensed, (iii) the estimate of the interest within rental expense, and (iv) the non-intercompany preferred stock dividend requirements of HEI’s subsidiaries, increased to an amount representing the pretax earnings required to cover such dividend requirements.





Hawaiian Electric Exhibit 12.2
 
Hawaiian Electric Company, Inc.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Years ended December 31
2017

 
2016

 
2015

 
2014

 
2013

(dollars in thousands)
 
 
 
 
 
 
 
 
 
Fixed charges
 
 
 
 
 
 
 
 
 

Total interest charges
$
70,234

 
$
67,407

 
$
67,178

 
$
66,132

 
$
64,130

Interest component of rentals
3,618

 
3,249

 
3,060

 
3,244

 
2,793

Pretax preferred stock dividend requirements of subsidiaries
1,539

 
1,453

 
1,443

 
1,444

 
1,421

Total fixed charges
$
75,391

 
$
72,109

 
$
71,681

 
$
70,820

 
$
68,344

Earnings
 
 
 
 
 
 
 
 
 
Net income attributable to Hawaiian Electric
$
121,031

 
$
143,397

 
$
136,794

 
$
138,721

 
$
124,009

Fixed charges, as shown
75,391

 
72,109

 
71,681

 
70,820

 
68,344

Income taxes
83,199

 
84,801

 
79,422

 
80,725

 
69,117

Interest capitalized
(5,375
)
 
(3,727
)
 
(3,265
)
 
(3,954
)
 
(7,097
)
Earnings available for fixed charges
$
274,246

 
$
296,580

 
$
284,632

 
$
286,312

 
$
254,373

Ratio of earnings to fixed charges
3.64

 
4.11

 
3.97

 
4.04

 
3.72





HEI Exhibit 21.1
 
Hawaiian Electric Industries, Inc.
SUBSIDIARIES OF THE REGISTRANT
 
 
The following is a list of all direct and indirect subsidiaries of the registrant as of March 1, 2018 . The state/place of incorporation or organization is noted in parentheses and subsidiaries of intermediate parent companies are designated by indentations.
Hawaiian Electric Company, Inc. (Hawaii)
Maui Electric Company, Limited (Hawaii)
Hawaii Electric Light Company, Inc. (Hawaii)
Renewable Hawaii, Inc. (Hawaii)
Uluwehiokama Biofuels Corp. (Hawaii)
HECO Capital Trust III (a statutory trust) (Delaware)
ASB Hawaii, Inc. (Hawaii)
American Savings Bank, F.S.B. (federally chartered)
The Old Oahu Tug Service, Inc. (Hawaii)
Pacific Current, LLC (Hawaii)
Hamakua Holdings, LLC (Hawaii)
Hamakua Energy, LLC (Hawaii)
Mauo Holdings, LLC (Hawaii)
Mauo, LLC (Hawaii)






Hawaiian Electric Exhibit 21.2
 
Hawaiian Electric Company, Inc.
SUBSIDIARIES OF THE REGISTRANT
 
 
The following is a list of all subsidiaries of the registrant as of March 1, 2018 . The state/place of incorporation or organization is noted in parentheses.
Maui Electric Company, Limited (Hawaii)
Hawaii Electric Light Company, Inc. (Hawaii)
Renewable Hawaii, Inc. (Hawaii)
Uluwehiokama Biofuels Corp. (Hawaii)
HECO Capital Trust III (a statutory trust) (Delaware) (unconsolidated)




HEI Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in Registration Statement No. 333-220842 on Form S-3 and Nos. 333-02103, 333-159000, 333-166737, and 333-174131 on Form S-8 of our report dated March 1, 2018 , relating to the consolidated financial statements and financial statement schedules of Hawaiian Electric Industries, Inc. and subsidiaries (the “Company”) and the effectiveness of Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Hawaiian Electric Industries, Inc. for the year ended December 31, 2017.
 
/s/ Deloitte & Touche LLP
Honolulu, Hawaii
March 1, 2018





HEI Exhibit 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑3 (Nos. 333-220842) and Form S‑8 (Nos. 333-02103, 333-159000, 333-166737 and 333-174131) of Hawaiian Electric Industries, Inc. of our report dated February 24, 2017 relating to the financial statements and financial statement schedules, which appears in this Form 10‑K.
 
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 1, 2018





HEI Exhibit 31.1
 
Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)
I, Constance H. Lau, certify that:
(1)
I have reviewed this report on Form 10-K for the year ended December 31, 2017 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: March 1, 2018
 
 
/s/ Constance H. Lau
 
Constance H. Lau
 
President and Chief Executive Officer





HEI Exhibit 31.2
 
Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Gregory C. Hazelton (HEI Chief Financial Officer)
I, Gregory C. Hazelton, certify that:
1.
I have reviewed this report on Form 10-K for the year ended December 31, 2017 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: March 1, 2018
 
 
/s/ Gregory C. Hazelton
 
Gregory C. Hazelton

 
Executive Vice President and Chief Financial Officer
 
 





Hawaiian Electric Exhibit 31.3
 
Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer)
I, Alan M. Oshima, certify that:
1.
I have reviewed this report on Form 10-K for the year ended December 31, 2017 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: March 1, 2018
 
 
/s/ Alan M. Oshima
 
Alan M. Oshima
 
President and Chief Executive Officer





Hawaiian Electric Exhibit 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)
I, Tayne S. Y. Sekimura, certify that:
1.
I have reviewed this report on Form 10-K for the year ended December 31, 2017 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: March 1, 2018
 
 
/s/ Tayne S. Y. Sekimura
 
Tayne S. Y. Sekimura
 
Senior Vice President and Chief Financial Officer





HEI Exhibit 32.1
 
 
 
Hawaiian Electric Industries, Inc.
Certificate Pursuant to
18 U.S.C. Section 1350

In connection with the Annual Report of Hawaiian Electric Industries, Inc. (HEI) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission (the Report), each of Constance H. Lau and Gregory C. Hazelton, Chief Executive Officer and Chief Financial Officer, respectively, of HEI, certify, pursuant to 18 U.S.C. Section 1350, that to the best of her or his knowledge:
(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.
 
 
 
Date: March 1, 2018
 
 
 
/s/ Constance H. Lau
 
Constance H. Lau
 
President and Chief Executive Officer
 
 
 
 
/s/ Gregory C. Hazelton
 
Gregory C. Hazelton

 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
A signed original of this written statement has been provided to HEI and will be retained by HEI and furnished to the Securities and Exchange Commission or its staff upon request.





Hawaiian Electric Exhibit 32.2
 
 
Hawaiian Electric Company, Inc.
Certification Pursuant to
18 U.S.C. Section 1350
 
In connection with the Annual Report of Hawaiian Electric Company, Inc. (Hawaiian Electric) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the Hawaiian Electric Report), each of Alan M. Oshima and Tayne S. Y. Sekimura, Chief Executive Officer and Chief Financial Officer, respectively, of Hawaiian Electric, certify, pursuant to 18 U.S.C. Section 1350, that to the best of his or her knowledge:
(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.
 
 
 
Date: March 1, 2018
 
 
 
/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
 
 
 
A signed original of this written statement has been provided to Hawaiian Electric and will be retained by Hawaiian Electric and furnished to the Securities and Exchange Commission or its staff upon request.





Hawaiian Electric Exhibit 99.1
 
Terms that are not defined in this Exhibit 99.1 have the definitions of such terms as set forth in the 2017 Annual Report on Form 10-K to which this Exhibit is attached and into which this Exhibit is incorporated by reference.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive officers of Hawaiian Electric
The executive officers of Hawaiian Electric are listed below. Mr. Ignacio and Ms. Suzuki are officers of Hawaiian Electric subsidiaries rather than of Hawaiian Electric, but are deemed to be executive officers of Hawaiian Electric under SEC Rule 3b-7 promulgated under the 1934 Exchange Act. Hawaiian Electric executive officers serve from the date of their initial appointment until the next annual appointment of officers by the Hawaiian Electric Board (or applicable Hawaiian Electric subsidiary board), and thereafter are appointed for one-year terms or until their successors have been duly appointed and qualified or until their earlier resignation or removal. Hawaiian Electric executive officers may also hold offices with Hawaiian Electric subsidiaries and other affiliates in addition to their current positions listed below.
Name
Age
Business experience for last 5 years and prior positions
with Hawaiian Electric and its affiliates
Alan M. Oshima
70
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
Jimmy D. Alberts
57
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
Colton K. Ching
50
Hawaiian Electric Senior Vice President, Planning & Technology since 1/17
·   Hawaiian Electric Vice President, Energy Delivery, 1/13 to 1/17
·   Hawaiian Electric Vice President, Systems Operation & Planning, 8/10 to 12/12
·   Hawaiian Electric Manager, Corporate Planning Department, 8/08 to 8/10
·   Hawaiian Electric Director, Strategic Initiatives, 12/06 to 8/08
·   Hawaiian Electric Director, Transmission Planning Division, 2/05 to 12/06
·   Hawaiian Electric Senior Planning Engineer, 4/00 to 2/05
·   Hawaiian Electric Electric Engineer II, 9/96 to 4/00
·   Hawaiian Electric Designer II, 1/94 to 9/96
·   Hawaiian Electric Designer I, 1/91 to 1/94
Ronald R. Cox
61
Hawaiian Electric Senior Vice President, Operations since 1/17
·   Hawaiian Electric Vice President, Power Supply, 8/11 to 1/17
·   Hawaiian Electric Vice President, Generation & Fuels, 8/10 to 7/11
·   Hawaiian Electric Manager, Energy Solutions, 3/09 to 8/10
·   Hawaiian Electric Manager, Power Supply Services Department, 1/07 to 3/09
·   Hawaiian Electric Manager, Operations Strategic Planning, 11/05 to 1/07
Shelee M. T. Kimura
44
Hawaiian Electric Senior Vice President, Business Development & Strategic Planning since 1/17
·  Hawaiian Electric Vice President, Corporate Planning & Business Development, 5/14 to 1/17
·   HEI Manager, Investor Relations & Strategic Planning, 11/09 to 5/14
·   HEI Director, Corporate Finance and Investments, 8/04 to 10/09
Susan A. Li
60
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

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Name
Age
Business experience for last 5 years and prior positions
with Hawaiian Electric and its affiliates
Tayne S. Y. Sekimura
55
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
Scott W. H. Seu
52
Hawaiian Electric Senior Vice President, Public Affairs since 1/17
·   Hawaiian Electric Vice President, System Operation, 5/14 to 1/17
·   Hawaiian Electric Vice President, Energy Resources and Operations, 1/13 to 5/14
·   Hawaiian Electric Vice President, Energy Resources, 8/10 to 12/12
·   Hawaiian Electric Manager, Resource Acquisition Department, 3/09 to 8/10
·   Hawaiian Electric Manager, Energy Projects Department, 5/04 to 3/09
·   Hawaiian Electric Manager, Customer Installations Department, 1/03 to 5/04
·   Hawaiian Electric Manager, Environmental Department, 4/98 to 12/02
·   Hawaiian Electric Principal Environmental Scientist, 1/97 to 4/98
·   Hawaiian Electric Senior Environmental Scientist, 5/96 to 12/96
·   Hawaiian Electric Environmental Scientist, 8/93 to 5/96
Jay M. Ignacio
58
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
59
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
Hawaiian Electric Board
The directors of Hawaiian Electric are listed below. Hawaiian Electric directors are elected annually by HEI, the sole common shareholder of Hawaiian Electric, after considering recommendations made by the HEI Nominating and Corporate Governance Committee. Below is information regarding the business experience and certain other directorships for each Hawaiian Electric director, together with a description of the experience, qualifications, attributes and skills that led to the Hawaiian Electric Board’s conclusion at the time of the 2017 Form 10-K to which this Hawaiian Electric Exhibit 99.1 is attached that each of the directors should serve on the Hawaiian Electric Board in light of Hawaiian Electric’s current business and structure.
Kevin M. Burke , age 56, Hawaiian Electric director since 2018
Business experience since 2013
Chief Marketing Officer, Square, Inc., 2015 to Present
Chief Marketing Officer, Visa, Inc, 2012 - 2014
Skills and qualifications for Hawaiian Electric Board service
Executive management, leadership and strategic planning skills from his service as Chief Marketing Officer for Square, Inc., where he is responsible for driving brand leadership, customer acquisition, product development and overall business growth, as well as from his 14 years as a senior executive for Visa, Inc., where he was responsible for transforming Visa's marketing organization and overseeing key strategic initiatives which included global campaigns.
Extensive finance and investment expertise gained through his positions at Square, Inc. and Visa, Inc., where he sets overall investment strategy and directed investment of a budget of over $800 million across more than 70 markets, including emerging markets in South America.

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Substantial experience working across a range of industries, including financial services, technology and energy gained from his over 30 years in the marketing industry, including serving as President of JWT San Francisco (marketing and communications agency).
Skilled business leader who has built and led high-performing organizations from start-up to establishing regional as well as global markets, including founding a successful full-service advertising agency that focused on emerging digital brands.
Richard J. Dahl , age 66, Hawaiian Electric director since 2017
Hawaiian Electric Audit Committee Member
Business experience and other public company and Hawaiian Electric affiliate directorships since 2013
Non-Executive Chairman, DineEquity, Inc. since March 2017; Chairman & Interim CEO March - September 2017
Non-Executive Chairman, James Campbell Company LLC (privately held real estate investment and development company), since 2010
Chairman, President and CEO, James Campbell Company LLC, 2010-16
Director and Audit Committee Member, HEI (parent company of Hawaiian Electric), since 2017
Director since 2008, Audit Committee Chair and Executive Committee Member, IDACORP, Inc./Idaho Power Company
Lead Independent Director 2010-17, former Audit Committee Chair, and Director since 2004, DineEquity, Inc.
Non-Executive Chairman, International Rectifier Corporation, 2008-15
Skills and qualifications for Hawaiian Electric Board service
Broad leadership and strategic and operational management experience from serving as a senior executive for private and publicly traded companies, including as Chairman, President and CEO of James Campbell Company LLC, President, Chief Operating Officer and Director of Dole Food Company, Inc., and President, Chief Operating Officer and Director of Bank of Hawaii Corporation.
In-depth understanding of electric utility industry from his current service as a director of IDACORP, Inc. and its principal subsidiary, Idaho Power Company.
Audit, risk management and financial expertise from his chairmanship of the IDACORP, Inc. audit committee, prior chairmanship of the DineEquity, Inc. audit committee, previous work experience with accounting firm Ernst & Young, and prior licensure as a Certified Public Accountant and Certified Bank Auditor.
Substantial governance and board leadership experience from his public company board service, including through his prior role as Lead Independent Director of DineEquity, Inc. and through leading the International Rectifier, Inc. board through a successful corporate turnaround.
Timothy E. Johns , age 61, Hawaiian Electric director since 2005
Hawaiian Electric Audit Committee Chair
Business experience since 2013
Chief Consumer Officer, Hawaii Medical Service Association (leading health insurer in Hawaii), 2011 to 6/2017
Skills and qualifications for Hawaiian Electric Board service
Executive management, leadership and strategic planning skills developed over three decades as a businessperson and lawyer and most recently 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 Resources, Director of the Hawaii State Department of Land and Natural Resources and Vice President and General Counsel at Amfac Property Development Corp.
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

3



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).
Micah A. Kane , age 48, Hawaiian Electric director since 2012
Hawaiian Electric Audit Committee Member
Business experience since 2013
President and Chief Executive Officer, Hawaii Community Foundation (statewide charitable foundation), since July 2017
President and Chief Operating Officer, Hawaii Community Foundation, 2016 to June 2017
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 ($11.5 billion Native Hawaiian trust with more than 363,000 acres of land holdings in Hawaii), since 2009
Skills and qualifications for Hawaiian Electric Board service
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 $11.5 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.
Bert A. Kobayashi, Jr. , age 47, Hawaiian Electric director since 2006
Hawaiian Electric Non-voting Representative to HEI Compensation Committee
Business experience since 2013
Managing Partner, BlackSand Capital, LLC (real estate investment firm), since 2010
President and CEO, Kobayashi Group, LLC, 2001-10, and Partner, since 2001
Skills and qualifications for Hawaiian Electric Board service
From his leadership of BlackSand Capital, LLC and Kobayashi Group, LLC, Hawaii-based real estate investment and development firms he co-founded, he has extensive experience in private equity investment, real estate acquisitions, project origination, procurement of construction and permanent debt facilities and subordinate/mezzanine financing, in addition to planning, financing and leading large real estate development projects and experience with executive management, marketing and government relations.
Organizational governance and financial oversight experience from his current service as a trustee for mutual funds (Hawaiian Tax Free Trusts, from the Aquila Group of Funds) and as a current or past director of several non-profit organizations, including the Shane Victorino Foundation, Inspire the Keiki Foundation, East-West Center Foundation and GIFT Foundation of Hawaii, which he co-founded.
Constance H. Lau , age 65, Hawaiian Electric director since 2006
Hawaiian Electric Chairman of the Board since 2006
Business experience and current and prior positions with Hawaiian Electric and its affiliates
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, Risk Committee member since 2012 and Director since 1999, ASB (affiliate of Hawaiian Electric)

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CEO, 2001-10, President, 2001-08, and Senior Executive Vice President and Chief Operating Officer, 1999-2001, ASB
Financial Vice President & Treasurer, 1997-99, HEI Power Corp. (former affiliate of Hawaiian Electric)
Treasurer, 1989-99, and Assistant Treasurer,1987-89, HEI
Treasurer, 1987-89, and Assistant Corporate Counsel, 1984-87, Hawaiian Electric
Other public company and Hawaiian Electric affiliate directorships since 2013
Director, HEI, 2001-04 and since 2006
Director, Audit Committee Chair and Nominating and Corporate Governance Committee Member, Matson, Inc., since 2012
Skills and qualifications for Hawaiian Electric Board service
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., as a former director of Alexander & Baldwin, 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 critical infrastructure, resilience and physical and cyber security, and energy, demonstrated by her chairmanship of 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.
Alan M. Oshima , age 70, Hawaiian Electric director 2008-11 and since 2014
Business experience and current and prior positions with Hawaiian Electric
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
Skills and qualifications for Hawaiian Electric Board service
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.
Kelvin H. Taketa , age 63, Hawaiian Electric director since 2004
Business experience and other public company and Hawaiian Electric affiliate directorships since 2013
Senior Fellow, Hawaii Community Foundation (statewide charitable foundation), since July 2017

5



CEO, Hawaii Community Foundation, Jan 2016 to June 2017
President and CEO, Hawaii Community Foundation, 1998-2015
Director since 1993 and Nominating and Corporate Governance Committee Chair, HEI (parent company of Hawaiian Electric)
Skills and qualifications for Hawaiian Electric Board service
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 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 the boards of Feeding America, the Stupski Foundation and the Hawaii Leadership Forum, and through publishing articles and lecturing on governance of tax-exempt organizations.
Jeffrey N. Watanabe , age 75, Hawaiian Electric director 1999-2006, 2008-11 and since 2016
Business experience and other public company and Hawaiian Electric affiliate directorships since 2013
Director, Nominating and Corporate Governance Committee Chair and Compensation Committee Member, Matson, Inc., since 2012
Director since 1988 and Executive and Risk Committee Member, ASB (affiliate of Hawaiian Electric)
Lead Independent Director, 2012-15 and director 2003-15, Alexander & Baldwin, Inc. (A&B)
Director since 1987, Chairman of the Board since 2006, Executive Committee Chair and Compensation Committee member, HEI (parent company of Hawaiian Electric)
Skills and qualifications for Hawaiian Electric Board service
Broad business, legal, corporate governance and leadership experience from serving as Managing Partner of the law firm he helped found in 1972 until his retirement in 2007, advising clients on a variety of business and legal matters for 35 years and from serving on more than a dozen public and private company and nonprofit boards and committees, including his current service on the Matson Nominating and Corporate Governance and Compensation Committees and past service on the A&B Nominating & Corporate Governance Committee.
Specific experience with strategic planning from providing strategic counsel to local business clients and prospective investors from the continental United States and the Asia Pacific region for 25 years of his law practice.
Recognized by a number of organizations for his accomplishments, including by the Financial Times-Outstanding Directors Exchange, which selected him as a 2013 Outstanding Director.
Audit Committee of the Hawaiian Electric Board
Hawaiian Electric has a guarantee with respect to 6.50% cumulative quarterly income preferred securities series 2004 (QUIPS) listed on the New York Stock Exchange (NYSE). Because HEI has common stock listed on the NYSE and Hawaiian Electric is a wholly-owned subsidiary of HEI, HEI is subject to the corporate governance listing standards in Section 303A of the NYSE Listed Company Manual but Hawaiian Electric is exempt from certain NYSE listing standards, including Sections 303A.04, 303A.05 and 303A.06, which require listed companies to have nominating/corporate governance, compensation and audit committees, respectively.
Although not required by NYSE rules to do so, Hawaiian Electric has established one standing committee, the Hawaiian Electric Audit Committee, and voluntarily endeavors to comply with NYSE and SEC requirements regarding audit committee composition. The current members of the Hawaiian Electric Audit Committee are nonemployee directors Timothy E. Johns (chairperson), Micah A. Kane and Richard J. Dahl. All committee members are independent and qualified to serve on the committee pursuant to NYSE and SEC requirements. Each of Timothy E. Johns and Richard J. Dahl has been determined by the Hawaiian Electric Board to be an “audit committee financial expert” on the Hawaiian Electric Audit Committee.
Mr. Dahl currently serves on the audit committees of HEI, DineEquity, Inc. (NYSE: DIN) and IDACORP, Inc. (NYSE: IDA). He also serves on the audit committee of IDACORP’s wholly-owned subsidiary, Idaho Power Company. The Hawaiian Electric Board has determined that Mr. Dahl’s simultaneous service on the other audit committees would not impair his ability to effectively

6



serve on the Hawaiian Electric Audit Committee. None of the other Hawaiian Electric Audit Committee members serve on the audit committees of more than two other public companies.
The Hawaiian Electric Audit Committee operates and acts under a written charter approved by the Hawaiian Electric Board and available on HEI’s website at www.hei.com/govdocs. The Hawaiian Electric Audit Committee is responsible for overseeing (1) Hawaiian Electric’s financial reporting processes and internal controls, (2) the performance of Hawaiian Electric’s internal auditor, (3) risk assessment and risk management policies set by management and (4) the Corporate Code of Conduct compliance program for Hawaiian Electric and its subsidiaries. In addition, the committee provides input to the HEI Audit Committee regarding the appointment, compensation and oversight of the independent registered public accounting firm that audits HEI’s and Hawaiian Electric’s consolidated financial statements and maintains procedures for receiving and reviewing confidential reports of potential accounting and auditing concerns.
In 2017, the Hawaiian Electric Audit Committee held four regular meetings and four special meetings. At each meeting, the committee held executive sessions without management present with the independent registered public accounting firm that audits HEI’s and Hawaiian Electric’s consolidated financial statements.
Attendance at Hawaiian Electric Board and Audit Committee meetings
In 2017, there were seven regular meetings and no special meetings of the Hawaiian Electric Board. All Hawaiian Electric directors who served on the Board in 2017 attended at least 75% of the combined total number of meetings of the Hawaiian Electric Board and the Hawaiian Electric Audit Committee (for those who served on such committee).
Family relationships; executive officer and director arrangements
There are no family relationships between any executive officer or director of Hawaiian Electric and any other executive officer or director of Hawaiian Electric. There are no arrangements or understandings between any executive officer or director of Hawaiian Electric and any other person pursuant to which such executive officer or director was selected.
Code of Conduct
The HEI Board has adopted a Corporate Code of Conduct that applies to all of HEI’s subsidiaries, including Hawaiian Electric, and which includes a code of ethics applicable to, among others, Hawaiian Electric’s principal executive officer, principal financial officer and principal accounting officer. The Corporate Code of Conduct is available on HEI’s website at www.hei.com/gov.docs. Hawaiian Electric elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through this website and such information will remain available on this website for at least a 12-month period.
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the 1934 Exchange Act requires Hawaiian Electric’s executive officers, controller, directors and persons who own more than ten percent of a registered class of Hawaiian Electric’s equity securities to file reports of ownership and changes in ownership with the SEC. Such reporting persons are also required by SEC regulations to furnish Hawaiian Electric with copies of all Section 16(a) forms they file. Based solely on its review of such forms provided to it during 2017, or written representations from some of those persons that no Forms 5 were required from such persons, Hawaiian Electric believes that each of the persons required to comply with Section 16(a) of the 1934 Exchange Act with respect to Hawaiian Electric, including its executive officers, controller, directors and persons who own more than ten percent of a registered class of Hawaiian Electric’s equity securities, complied with the reporting requirements of Section 16(a) of the 1934 Exchange Act for 2017 , except for Colton K. Ching, Richard J. Dahl, Shelee M.T. Kimura and Scott W.H. Seu, for whom initial statements of beneficial ownership on Form 3 reporting initial ownership of no shares of Hawaiian Electric Preferred Stock were inadvertently filed in an untimely fashion. These reports were subsequently filed.

7



ITEM 11.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section describes Hawaiian Electric’s executive compensation program and the compensation decisions made for Hawaiian Electric’s 2017 named executive officers, who are listed below.
Name
Title
Alan M. Oshima
Hawaiian Electric President and Chief Executive Officer (CEO)
Tayne S. Y. Sekimura
Hawaiian Electric Senior Vice President and Chief Financial Officer
Jimmy D. Alberts
Hawaiian Electric Senior Vice President, Customer Service
Susan A. Li
Hawaiian Electric Senior Vice President, General Counsel, Chief Compliance & Administrative Officer
Jay M. Ignacio
Hawaii Electric Light President and Senior Operations Advisor to the Hawaiian Electric President and CEO

Executive Summary
Guiding Principles
In designing Hawaiian Electric’s executive compensation program and making pay decisions, the HEI Compensation Committee and Hawaiian Electric Board follow these guiding principles:
Pay should reflect Company performance, particularly over the long-term,
Compensation programs should align executives' 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.
Key Design Features
The compensation program for Hawaiian Electric’s named executive officers is straight-forward. The program is comprised of four primary elements – base salary, performance-based annual incentives, performance-based long-term incentives earned over three years and time-based restricted stock units (RSUs) that vest in equal annual installments over four years. With these elements, named executive officers’ total compensation opportunity is designed to provide a balance between fixed and variable (performance-based) pay and between short-term and long-term components. Other named executive officer benefits include eligibility to participate in retirement and nonqualified deferred compensation plans, and minimal perquisites.
Pay for Performance
  The compensation of our named executive officers earned for 2017 reflects Hawaiian Electric’s 2017 performance as well as its performance over the three-year period that ended December 31, 2017:
For 2017 annual incentive performance, the following metrics applied to all Hawaiian Electric named executive officers: Hawaiian Electric net income, operation and maintenance expense, reliability, customer satisfaction, safety and utility transformation, each on a consolidated basis.
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, 2017, the Hawaiian Electric named executive officer performance metrics were HEI three-year average annual EPS Growth and 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.
The Hawaiian Electric Board and HEI Compensation Committee believe that Hawaiian Electric’s executive compensation program serves the Company’s pay-for-performance objective and is structured to encourage participants to build long-term value for the benefit of all stakeholders, including shareholders, customers and employees.

8



Compensation Process
Roles in Determining Compensation
Roles of the Hawaiian Electric Board and HEI Compensation Committee . The Hawaiian Electric Board does not have a separate compensation committee. Rather, the entire Hawaiian Electric Board serves as Hawaiian Electric’s compensation committee and oversees the design and implementation of Hawaiian Electric executive compensation programs. In addition, as part of its responsibility to oversee compensation programs at HEI and its subsidiaries, the HEI Compensation Committee assists the Hawaiian Electric Board by approving performance- and equity-based compensation for ratification by the Hawaiian Electric Board and making recommendations to the Hawaiian Electric Board regarding other executive compensation matters. Hawaiian Electric director Jeffrey N. Watanabe, who is also the Chair of the HEI Board, is a member of the HEI Compensation Committee. In addition, Hawaiian Electric director Bert A. Kobayashi, Jr. attends meetings of the HEI Compensation Committee as a non-voting representative of the Hawaiian Electric Board.
The HEI Compensation Committee fulfills its responsibilities to assist the Hawaiian Electric Board regarding executive compensation matters by engaging annually in a rigorous process to arrive at compensation recommendations regarding the named executive officers. In the course of this process, the HEI Compensation Committee:
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 such 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 for current and past periods)
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
Early each year, the HEI Compensation Committee determines payouts under incentive plans ending in the prior year, establishes performance metrics and goals for incentive plans beginning that year and recommends to the Hawaiian Electric Board the level of compensation and mix of pay elements for each named executive officer.
The Hawaiian Electric Board discusses evaluations of the Hawaiian Electric CEO’s performance, considers HEI Compensation Committee recommendations concerning his pay and determines his compensation. The Hawaiian Electric Board also reviews HEI Compensation Committee recommendations concerning the other Hawaiian Electric named executive officers and approves their compensation.
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, participates in deliberations of the HEI Compensation Committee in recommending, and of the Hawaiian Electric Board in determining, compensation for Hawaiian Electric’s CEO and other Hawaiian Electric named executive officers.
Role of Executive Officers . The Hawaiian Electric CEO, who is also a Hawaiian Electric director, assesses the performance of the other Hawaiian Electric named executive officers and makes recommendations to the HEI Compensation Committee with respect to their levels of compensation and mix of pay elements. He also participates in deliberations regarding the Hawaiian Electric Board in acting on the HEI Compensation Committee’s recommendations on the other Hawaiian Electric named executive officers. He does not participate in the deliberations of the HEI Compensation Committee to recommend, or of the Hawaiian Electric Board to determine, his own compensation.
Hawaiian Electric management supports the HEI Compensation Committee in executing its responsibilities by providing materials for HEI Compensation Committee meetings (including tally sheets and recommendations regarding performance metrics, goals and pay mix); by attending portions of HEI Compensation Committee meetings as appropriate to provide perspective and expertise relevant to agenda items; and by supplying data and information as requested by the HEI Compensation Committee and/or its independent compensation consultant.

9



Compensation Consultant & Consultant Independence . Independent compensation consultant Frederic W. Cook & Co., Inc. (FW Cook) is retained by, and reports directly to, the HEI Compensation Committee. FW Cook provides the HEI Compensation Committee with independent expertise on market practices and developments in executive compensation, compensation program design, peer group composition, and competitive pay levels, and provides related research, data and analysis. FW Cook also advises the HEI Compensation Committee regarding analyses and proposals presented by management related to executive compensation. A representative of FW Cook generally attends HEI Compensation Committee meetings, participates in Committee executive sessions, and communicates directly with the Committee.
In early 2018, as in prior years, the HEI Compensation Committee evaluated FW Cook’s independence, taking into account all relevant factors, including the factors specified in the NYSE listing standards and the absence of other relationships between FW Cook and HEI, Hawaiian Electric and their directors and executive officers. Based on its review of such factors, and based on FW Cook’s independence policy, which was shared with the HEI Compensation Committee, the Committee concluded that FW Cook is independent and that the work of FW Cook has not raised any conflict of interest.
Use of Comparative Market Data
Compensation Benchmarking . The HEI Compensation Committee considers comparative market compensation as a reference in determining pay levels and mix of pay components. While the Committee seeks to position Hawaiian Electric named executive officer target compensation opportunity (comprised of base salary, target performance-based annual incentive, target performance-based long-term incentive and time-vested RSUs) at approximately the comparative market median, the Committee may decide that an executive’s pay opportunity should be higher or lower based on internal equity or the executive’s level of responsibility, experience, expertise, performance, retention and succession considerations.
Comparative market data used in setting 2017 executive pay consisted of information from public company proxy statements for peer group companies and the Willis Towers Watson Energy Services Survey.
Peer Groups . The HEI Compensation Committee annually reviews the peer groups used in benchmarking for Hawaiian Electric executive compensation, with analysis and recommendations provided by FW Cook. For 2017 compensation, the Committee determined, with input from FW Cook, that ALLETTE, Black Hills, IdaCorp, and Northwestern Corp should be added to the peer group and that Integrys Energy, Pepco Holdings, TECO Energy, UIL Holdings, and Wisconsin Energy should be deleted from the peer group. The selection criteria and resulting 2017 Hawaiian Electric peer group is set forth below.
 
Hawaiian Electric 2017 Peer Group (applies to all Hawaiian Electric named executive officers)
Selection Criteria
·   Electric utilities with primarily regulated operations
·   Revenue balanced in a range of approximately 0.5x to 2x Hawaiian Electric’s revenue
·   Market cap and location as secondary considerations

Peer Group for 2017 Compensation
ALLETTE
Alliant Energy
Avista
Black Hills
Great Plains Energy
IdaCorp
MDU Resources
NiSource
Northwestern Corp

OGE Energy
Pinnacle West Capital
PNM Resources
Portland General Electric
SCANA
Vectren
Westar Energy*
 
* Acquired by another corporation after peer data was used in setting 2017 compensation
Relationship between Compensation Programs and Risk Management
Hawaiian Electric’s compensation policies and practices are designed to encourage executives to build value for all stakeholders, including shareholders, customers and employees, and to discourage decisions that introduce inappropriate risks.
Hawaiian Electric’s Enterprise Risk Management (ERM) function is principally responsible for identifying and monitoring risk at Hawaiian Electric and its subsidiaries, and for reporting on high risk areas to the Hawaiian Electric Board and Hawaiian Electric Audit Committee. Hawaiian Electric’s ERM function is part of HEI’s overall ERM function, which is responsible for identifying and monitoring risk throughout the HEI companies and for reporting on areas of significant risk to the HEI Board and designated board committees. As a result, all Hawaiian Electric and HEI directors, including those who serve on or are representatives to the HEI Compensation Committee, are apprised of risks that could have a material adverse effect on Hawaiian Electric.

10



Risk Assessment . On an annual basis, the HEI Compensation Committee and its independent compensation consultant review a risk assessment of compensation programs in place at Hawaiian Electric and its subsidiaries, which is updated annually by the Hawaiian Electric and HEI ERM function. Based on its review of the risk assessment of compensation programs in place in 2017 and consultation with FW Cook, the HEI Compensation Committee believes that Hawaiian Electric’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on Hawaiian Electric.
Risk Mitigation Features of Compensation Programs . Hawaiian Electric’s compensation programs incorporate the following features to promote prudent decision-making and guard against excessive risk:
Financial performance objectives for the annual incentive program are linked to Board-approved budget guidelines, and nonfinancial measures (such as customer satisfaction, reliability and safety) 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.
Annual and long term incentive awards are capped at maximum performance levels.
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 HEI's 2018 Proxy Statement.
In typical circumstances, long-term incentive payouts have been 100% equity-based, so executives share in the same upside potential and downside risk as all HEI shareholders. In light of the then pending merger with NextEra Energy, however, the HEI Compensation Committee decided to provide for the 2015-17 and 2016-18 LTIPs to be settled in cash in lieu of HEI common stock. The Committee determined that HEI's stock price might be affected at least in part by merger considerations unrelated to HEI's true operating performance and that, as a result, the compensatory goals of the LTIPs would be better served by a cash settlement. Since the merger did not occur and the merger agreement between HEI and NextEra Energy was terminated in July 2016, the Committee determined that the 2017-19 LTIP would be settled 100% in HEI common stock.
Annual grants of RSUs and long-term incentives vest over a period of years to encourage sustained performance and executive retention.
Performance-based plans use a variety of financial metrics (e.g., net income, return on average common equity) and nonfinancial performance metrics (e.g., customer satisfaction, reliability and safety) 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.


11



Compensation Elements and 2017 Pay Decisions
Elements and Objectives
The total compensation program for named executive officers is made up of the five standard components summarized below. Each component fulfills important objectives that reflect our focus on pay for performance, competitive programs to attract and retain talented executives, and aligning executive decisions with the interests of all stakeholders. These elements are described in further detail in the pages that follow.
Compensation Element
Summary
Objectives
Base Salary*
Fixed level of cash compensation set in reference to peer group median (may vary 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 short-term and 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 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) Grant
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 (frozen since 2009).
Enhance total compensation with meaningful and competitive benefits that promote retention, peace of mind and contribute to financial security.
*Beginning in 2017, approved base salaries became effective as of March 1, 2017. For 2015 and 2016, base salaries were effective retroactively to January 1 and covered the entire calendar year. Accordingly, unless otherwise indicated, amounts referenced as 2017 base salary throughout this "Compensation Discussion and Analysis" section is comprised of a prorated amount representing two months of 2016 base salary and 10 months of 2017 base salary.

**While the proposed merger with NextEra Energy was pending, the HEI Compensation Committee decided to provide for the LTIP (2015-17 and 2016-18 performance periods) to be settled in cash in lieu of HEI common stock. The Committee had determined that during the pendency of the merger process HEI’s stock price might be affected at least in part by merger considerations that were unrelated to HEI’s true operating performance and that, as a result, the compensatory goals of the LTIP would be better served by a cash settlement. Since the merger did not occur and the merger agreement between NextEra Energy and HEI was terminated in July 2016, the Committee decided that it would return to equity settlement for the 2017-19 LTIP.
Changes to Elements in 2017
On an annual basis, the HEI Compensation Committee reviews and recommends for Hawaiian Electric Board approval each named executive officer’s target compensation opportunity, which is composed of: base salary, target annual incentive opportunity and target long-term equity value. Target bonus and equity values are established as a percentage of base salary.
The HEI Compensation Committee recommended, and the Hawaiian Electric Board approved, changes to base salary for 2017, as shown in the chart below.
 
Base Salary
($)
 
Performance-Based Annual Incentive
(Target Opportunity
1  as % of Base Salary)
 
Performance-Based Long-term Incentive
(Target Opportunity
1  as % of Base Salary)
 
Restricted Stock Units (Grant Value as % of Base Salary)
Name
2016
2017*
 
2016
2017
 
2016-18
2017-19
 
2016
2017
Alan M. Oshima
583,500
655,583
 
75
same
 
95
same
 
65
same
Tayne S. Y. Sekimura
342,000
350,583
 
50
same
 
50
same
 
35
same
Jimmy D. Alberts
262,700
269,283
 
45
same
 
45
same
 
35
same
Susan A. Li
270,000
276,750
 
45
same
 
45
same
 
35
same
Jay M. Ignacio
278,100
285,100
 
45
same
 
50
same
 
35
same
1
The threshold and maximum opportunities are 0.5 times target and 2 times target, respectively.
*2017 base salary is prorated as described above under "Elements and Objectives."



12



Base Salary
Base salaries for Hawaiian Electric named executive officers are reviewed and determined annually. In establishing its base salaries for the year, the HEI Compensation Committee considers competitive market data, internal equity and each executive’s level of responsibility, experience, expertise, performance, and retention and succession considerations. The Committee considers the competitive median in setting base salaries, but may determine that the foregoing factors compel a higher or lower salary.
For 2017, each of the named executive officers received a base salary increase to recognize his or her performance and to maintain the market competitiveness of his or her pay. As noted above under "Elements and Objectives," base salary increases for 2017 became effective as of March 1, 2017 (as opposed to retroactive to January 1, as was the case in 2015 and 2016). Accordingly, unless otherwise indicated, amounts referenced as 2017 base salary are prorated amounts as described above.
Annual Incentives
Hawaiian Electric named executive officers and other executives are eligible to earn an annual cash incentive award under the HEI Executive Incentive Compensation Plan (EICP) based on the achievement of performance goals for the year. Each year, the HEI Compensation Committee determines, and the Hawaiian Electric Board ratifies, the target annual incentive opportunity for each named executive officer, performance metrics and the applicable goals.
2017 Target Annual Incentive Opportunity . The target annual incentive opportunity is a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times target, respectively. In establishing the target percentage for each executive, the HEI Compensation Committee takes into account the mix of pay elements, competitive market data, internal equity, prior performance and other factors described above under “Base Salary.”
The 2017 target annual incentive opportunities for the named executive officers are shown in the table above. For 2017, the HEI Compensation Committee recommended, and the Hawaiian Electric Board approved, keeping the target opportunity (as a percentage of base salary) the same as the 2016 target opportunity for each of the named executive officers.
2017 Performance Metrics, Goals and Results . The performance metrics for annual incentives are chosen because they connect directly to Hawaiian Electric’s strategic priorities and correlate with creating long-term value for all stakeholders, including shareholders, customers and employees. The 2017 metrics promote strengthened financial condition, more reliable systems, safer workplaces, greater customer satisfaction and progress toward Hawaiian Electric's transformation.
In addition to selecting performance metrics, the HEI Compensation Committee determines, and the Hawaiian Electric Board ratifies, the level of achievement required to attain the threshold, target and maximum goal for each metric. The level of difficulty of the goals reflects the Committee’s and the Board’s belief that incentive pay should be motivational – that is, the goals should be challenging but achievable – and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the HEI Compensation Committee and Hawaiian Electric Board believe the threshold should represent solid performance with positive financial/operating results, target should denote achievable goals that include a stretch factor and maximum should signify truly exceptional performance.
The target level for financial goals, such as net income, is generally set at the level of the Board-approved budget, which represents the level of accomplishment Hawaiian Electric seeks to achieve for the year. In setting the threshold and maximum levels, the Committee and Board consider whether the risks to accomplishing the budget weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target level.
The chart below identifies the 2017 annual incentive metrics, the objective each measure serves, the level of achievement required to attain the threshold, target and maximum levels for each metric, and the results for 2017.

13



2017 Annual Incentive Performance Metrics & Why We Use Them
 
Goals
 
Weight-ing
Threshold
Target
Maximum
Result
Consolidated Adjusted Net Income 1  focuses on fundamental earnings
45%
$128.3M
$135.0M
$148.5M
$129.1M
Consolidated Operation and Maintenance Expense 2  measures operational efficiency
15%
$437M
$426M
N/A
$414M
Consolidated System Average Interruption Duration Index (SAIDI) 3  promotes system reliability for customers
10%
105 minutes
102 minutes
99 minutes
112 minutes
Consolidated Customer Satisfaction 4  focuses on improving the customer experience through all points of contact with the utility
5%
Consolidated score of 66 in 2 of 4 quarters
Consolidated score of 66 in 3 of 4 quarters
Consolidated score of 66 in 4 of 4 quarters
Consolidated score of 66 in 4 of 4 quarters
Consolidated Safety/TCIR 5  rewards improvements in workplace safety, promoting employee well-being and reducing expense
5%
1.25 TCIR
1.03 TCIR
0.92 TCIR
1.84 TCIR
Transformation Metrics 6  promote achievement of utility transformation initiatives
20%
Threshold
Target
Maximum
Target
N/A -- Not applicable.
1
Consolidated Adjusted Net Income represents Hawaiian Electric’s consolidated GAAP net income for 2017, adjusted for the item described further below. This Adjusted Net Income metric is a non-GAAP measure . For a reconciliation of the GAAP and non-GAAP results, see "Reconciliation of GAAP to Non-GAAP Measures" in Appendix B.
2
Consolidated Operation and Maintenance Expense represents non-fuel expenses of the consolidated utilities excluding expenses covered by surcharges or that are otherwise neutral to net income.
3
Consolidated SAIDI is measured by the average outage duration for each customer served, exclusive of catastrophic events and outages caused by independent power producers, over whose plant maintenance and reliability the utility has limited real-time control.
4
Consolidated Customer Satisfaction is based on quarterly results of customer surveys conducted by an outside vendor.
5
Consolidated Safety is measured by 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 12/31/17 × 200,000 productive hours divided by productive hours for the year. The lower the TCIR the better.
6
Transformation Metrics focus on achievement of the utility’s transformation goals. For 2017, the milestones focused on the areas of culture transformation, customer experience, distribution circuit reliability, electrification of transportation and communication. Achievement at target indicates that all milestones were achieved.
Non-GAAP Net Income Metric - 2017 Annual Incentive . Hawaiian Electric’s Consolidated Adjusted Net Income metric for 2017 annual incentive compensation was calculated on a non-GAAP basis because the Committee determined that the impacts associated with the recently enacted tax reform legislation should not be considered in determining performance under this metric. The Committee deemed this to be appropriate since such amounts were for extraordinary events unrelated to Hawaiian Electric managements’ actions regarding ongoing business operations and taking such factors into account thus would be inconsistent with the original intent and nature of the award. Due to the exclusion of such amount, for purposes of the 2017 EICP, $9.2 million was added to Hawaiian Electric’s 2017 GAAP net income to determine Hawaiian Electric’s Adjusted Net Income. See “Reconciliation of GAAP to Non‑GAAP Measures” attached as Appendix B.
Based on the level of performance achieved and shown in chart above, in early 2018 the HEI Compensation Committee approved and the Hawaiian Electric Board ratified the following 2017 annual incentive payouts. The payout amounts are included in the 2017 Summary Compensation Table below in the “Nonequity Incentive Plan Compensation” column. The range of possible annual incentive payouts for 2017 is shown in the 2017 Grants of Plan-Based Awards table on page 24.

14



Name
2017 Annual Incentive Payout ($)
Alan M. Oshima
$
345,164

Tayne S. Y. Sekimura
123,054

Jimmy D. Alberts
85,067

Susan A. Li
87,426

Jay M. Ignacio
90,063

Long-Term Incentives
Long-term incentives include performance-based opportunities under the Long-Term Incentive Plan (LTIP), which is based on achievement of performance goals over rolling three-year periods, and time-vested restricted stock units (RSUs), which vest over a four-year period. The performance-based LTIP represents the majority of each named executive officer’s long-term incentive opportunity. These incentives are designed to reward executives for long-term value growth that benefits all stakeholders, including customers and shareholders.
Long-Term Performance-Based Incentives
The three-year performance periods foster a long-term perspective and provide balance with the shorter-term focus of the annual incentive program. In addition, the overlapping three-year performance periods encourage sustained high levels of performance because at any one time three separate potential awards are affected by current performance.
Similar to the annual incentives, in developing long-term incentives, the HEI Compensation Committee recommends and the Hawaiian Electric Board approves the target incentive opportunity for each executive, performance metrics and goals for the three-year period.
2017-19 Long-Term Incentive Plan
2017-19 Target Long-Term Incentive Opportunity. As with the annual incentives, the target long-term incentive opportunity is a percentage of base salary, with the threshold and maximum opportunities equal to 0.5 times and 2 times target, respectively. In establishing the target percentage for each executive, the HEI Compensation Committee considers the mix of pay elements, competitive market data, internal equity, performance and other factors described above under “Base Salary.”
For the 2017‑19 period, the Committee made no changes to the target incentive opportunities as a percentage of base salary for any of the named executive officers, as it determined that their target long‑term incentive opportunities from the prior performance period remained appropriate. The 2017‑19 target long‑term incentive opportunities for the named executive officers are shown on page 12.
2017-19 Performance Metrics and Goals . The performance metrics for long-term incentives are chosen for their relationship to long-term value growth and alignment with Hawaiian Electric's multi-year strategic plans.
In addition to selecting performance metrics, the HEI Compensation Committee determines, and the Hawaiian Electric Board ratifies, the level of achievement required to attain the threshold, target and maximum goals for each metric. The same principles that the HEI Compensation Committee applies to annual incentive goals apply to long-term incentive goals. As such, the level of difficulty of the goals reflects the Committee’s and the Board’s belief that incentive pay should be motivational – that is, the goals should be challenging but achievable – and that such pay should be balanced with reinvestment in the Company and return to shareholders. Consistent with this approach, the Committee and Board believe threshold should represent solid performance with positive financial/operating results, target should denote achievable goals that include a stretch factor and maximum should signify truly exceptional performance.
The target level for financial goals, such as the three-year ROACE, relate to the levels Hawaiian Electric seeks to achieve over the performance period. In setting the threshold and maximum levels, the Committee and Board consider whether the risks to accomplishing those levels weigh more heavily toward the downside and how challenging it would be to achieve incremental improvements over the target result. For the 2017-19 period, the Committee chose and the Hawaiian Electric Board ratified the metrics and goals in the following chart.

15



2017-19 Long-Term Incentive Performance Metrics & Why We Use Them
 
Goals
Weighting
Threshold
Target
Maximum
Hawaiian Electric 3-year Average Annual EPS Growth 1  promotes shareholder value by focusing on EPS growth over a three-year period.
30%
1.0%
3.0%
5.0%
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%
70%
80%
90%
HEI Relative TSR 3  compares the value created for HEI shareholders to that created by other investor-owned electric companies (EEI Index).
20%
30th
percentile
50th
percentile
75th
percentile
1
Hawaiian Electric 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year's (2017, 2018 and 2019, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by three. For purposes of this goal, Hawaiian Electric EPS is calculated using Hawaiian Electric net income divided by weighted average HEI common stock outstanding.
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.
3
HEI Relative TSR compares HEI’s TSR to that of the companies in the Edison Electric Institute (EEI) Index (see Appendix A). For LTIP purposes, TSR is the sum of the growth in price per share of HEI common stock as measured at the beginning of the performance period to the end, calculated using the share price on the last trading day of December at the end of the performance period, plus dividends during the period, assuming reinvestment, divided by the share price on the last trading day of December immediately prior to the beginning of the performance period.

All Hawaiian Electric stakeholders benefit when the above goals are met. Achievement of these goals makes Hawaiian Electric and HEI stronger financially, enabling Hawaiian Electric and HEI to raise capital at favorable rates for reinvestment in the utilities and supporting shareholder dividends. From a historical perspective, long-term incentive payouts are not easy to achieve, nor are they guaranteed. Hawaiian Electric and its subsidiaries face significant external challenges in the 2017-19 period. Extraordinary leadership on the part of the named executive officers will be needed to achieve the long-term objectives required for them to earn the incentive payouts.
2015-17 Long-Term Incentive Plan . The Hawaiian Electric Board and HEI Compensation Committee established the 2015-17 long-term incentive opportunities, performance metrics and goals in February 2015. Those decisions were described in the Hawaiian Electric Annual Report on Form 10-K for the year ended December 31, 2015 and are summarized again below to provide context for the results and payouts for the 2015-17 period.
2015-17 Target Long-Term Incentive Opportunity. In February 2015, the HEI Compensation Committee established, and the Hawaiian Electric Board ratified, the following 2015-17 target incentive opportunities as a percentage of named executive officer base salary.
Name
2015-17 Target Opportunity *  (as % of Base Salary)
Alan M. Oshima
90%
Tayne S. Y. Sekimura
45%
Jimmy D. Alberts
45%
Susan A. Li
45%
Jay M. Ignacio
45%

*
The threshold and maximum opportunities were 0.5 times target and 2 times target, respectively.
2015-17 Performance Metrics, Goals and Results . The HEI Compensation Committee established, and the Hawaiian Electric Board approved, the 2015-17 performance metrics and goals below in February 2015. The performance metrics were selected for their correlation with long-term growth in value and alignment with Hawaiian Electric’s multi-year strategic plans. The chart below identifies the 2015-17 LTIP metrics, the objective each measure serves, the level of achievement required to attain the threshold, target and maximum levels for each metric and the results for 2015-17.
The results shown below incorporate the HEI Compensation Committee's decision to exclude the impact of the unusual events that affected Hawaiian Electric during the 2015-17 period. These adjustments are described below under “Adjustments for unusual events - 2015-17 LTIP."

16



2015-17 Long-Term Incentive
 
Goals**
 
Performance Metrics & Why We Use Them
Weighting
Threshold
Target
Maximum
Result
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%
2.9%
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.
50%
73%
83%
93%
85%
1
HEI's 3-year Average Annual EPS Growth is calculated by taking the sum of each full calendar year's (2015, 2016 and 2017, respectively) EPS percentage growth over the EPS of the prior year and dividing that sum by 3. Non‑GAAP adjusted net income, upon which EPS used for LTIP purposes is calculated, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2014 through 2017 described below under “Adjustments for unusual events - 2015‑17 LTIP.” For a reconciliation of the GAAP and non‑GAAP results, see “Reconciliation of GAAP to Non‑GAAP Measures” attached as Appendix B.
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. Non‑GAAP adjusted net income used in the computation of ROACE, differs from what is reported under GAAP because it excludes the impact of the unusual events in 2015 through 2017 described below under “Adjustments for unusual events - 2015‑17 LTIP.” For a reconciliation of the GAAP and non‑GAAP results, see “Reconciliation of GAAP to Non‑GAAP Measures” attached as Appendix B.
Based on the level of performance achieved above, in early 2018 the HEI Compensation Committee approved and the Hawaiian Electric Board ratified the 2015-17 long-term incentive payouts shown below. The payout amounts are included in the “Nonequity Incentive Plan Compensation” column of the “2017 Summary Compensation Table” on page 22.
Name
2015-17 LTIP Payout

Alan M. Oshima
$
502,006

Tayne S. Y. Sekimura
147,102

Jimmy D. Alberts
112,985

Susan A. Li
104,123

Jay M. Ignacio
108,554


Adjustments for unusual events - 2015‑17 LTIP . The HEI Compensation Committee considers adjustments to performance results with caution and only in circumstances that are unforeseen and/or unique or extraordinary. The Committee recognizes that Hawaiian Electric is heavily regulated and external forces can impact incentive plans significantly. The Committee is mindful of only considering adjustments that are warranted and will also serve the long-term interests of the Company's stakeholders.
HEI . In determining HEI consolidated net income for 2014, 2015, 2016 and 2017 for purposes of calculating HEI 3-year EPS growth under the 2015-17 LTIP, the Compensation Committee considered the impact of the 2017 tax reform legislation. In addition to the 2017 tax reform impacts at ASB and the Utility (see below), 2017 tax reform had a negative impact on HEI corporate results of $6.0 million. The Compensation Committee deemed it appropriate to exclude the impact of the 2017 tax reform legislation because such impact was for extraordinary events unrelated to management’s actions regarding ongoing business operations. The adjustments described on page 39 of HEI’s 2017 Proxy Statement with respect to HEI’s 2016 results for purposes of the 2016 EICP were applied in calculating the HEI 3-year EPS growth, as the positive impact of $58.2 million of income related to the terminated merger with NextEra Energy and canceled spin-off of ASB Hawaii, Inc., along with the merger-related expenses of $15.8 million in 2015 and $4.9 million in 2014, should not be considered in determining performance under the metrics. These merger- and spin-off related income and expense were for an extraordinary event unrelated to HEI or Hawaiian Electric managements’ actions regarding ongoing business operations. See below under Hawaiian Electric and ASB for all other items impacting HEI consolidated net income.
Hawaiian Electric . In determining the ROACE as a % of Allowed Return for purposes of the 2015-17 LTIP, the Committee considered the effect of certain events impacting the utility in 2015, 2016 and 2017. The adjustments, as it relates to LNG and merger integration are described on pages 17-18 of Exhibit 99.1 to Hawaiian Electric's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 with respect to Hawaiian Electric’s 2015 and 2016 results for purposes of the 2014-16 LTIP, were applied in calculating the 2015-17 LTIP ROACE as a % of Allowed Return, as the events leading to those adjustments were not contemplated at the time the 2015-17 LTIP goals were established and were unrelated to Hawaiian Electric management’s decisions and actions. The adjustment, as it relates to RAM cap is described on pages 18-19 of Exhibit

17



99.1 to Hawaiian Electric's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 with respect to Hawaiian Electric’s 2015 results for purposes of the 2013-15 LTIP, was applied in each of 2015, 2016 and 2017 in calculating the 2015-17 LTIP ROACE as a % of Allowed Return. The Committee deemed the exclusion resulting from the decoupling decision to be appropriate for each of 2015, 2016 and 2017 because the PUC’s decision was not anticipated, was not contemplated at the time the performance goals were established and was unrelated to Hawaiian Electric management’s decisions and actions, and because of its material impact on Hawaiian Electric.
In addition, the Compensation Committee considered the impacts of the 2017 tax reform legislation and the effect of reversion to the lagged method of recognizing rate adjustment mechanism (RAM) revenues beginning June 1 of each year through May 31 of the subsequent year in line with when they are collected on a cash basis from customers as compared to beginning January 1 for 2014-2016. Both the tax reform and the reversion of RAM to the lagged method of revenue recognition had negative impacts on the Utility’s 2017 net income of $9.2 million and $13.9 million, respectively, and were excluded for purposes of the ROACE as a % of Allowed Return. The Compensation Committee deemed it appropriate to exclude the impacts of tax reform and reversion of RAM to the lagged method of revenue recognition amounts for purposes of determining Utility’s net income for the 2015‑17 LTIP because it was unrelated to Hawaiian Electric management's decisions and actions and it was not contemplated at the time the performance goals were established.
ASB . In determining ASB’s 2015, 2016 and 2017 net income for purposes of the 2015‑17 LTIP, the Compensation Committee considered the impact of the 2017 tax reform legislation and the effect of ASB’s initiative to eliminate risk associated with the pension liability and volatility of pension expense for its frozen pension plan through a process called “defeasement,” which matches asset and liability movements. Because the Company calculates net periodic pension cost using a market‑related value of plan assets, the favorable accounting impact of the defeasement is diminished. Pension defeasement had a negative impact on ASB’s net income of $0.4 million, $0.3 million and $0.7 million for 2015, 2016 and 2017, respectively. The Compensation Committee deemed it appropriate to exclude defeasement amounts for purposes of determining ASB’s net income for the 2015‑17 LTIP because the Company’s consolidated asset valuation method diminished the positive accounting impacts of the defeasement. Over time the defeasement is expected to benefit shareholder value by reducing ASB’s need to provide additional funds to satisfy its pension obligations. The tax reform and related net positive impact amounted to $1.0 million for 2017 and was excluded in the calculation of the 2015-2017 3-year annual EPS growth.
2016-18 Long-Term Incentive Plan . Hawaiian Electric’s 2016-18 long-term incentive plan was described on pages 15-16 of Exhibit 99.1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Restricted Stock Units (RSUs)
Hawaiian Electric named executive officers are eligible to receive annual equity-based grants in the form of RSUs that vest over a four-year period. RSUs offer executives the opportunity to receive shares of HEI common stock when the restrictions lapse, generally subject to continued employment with the Company through vesting. The value of the annual RSU grant is a percentage of the executive’s base salary as shown on page 12. These awards are designed to focus executives on creating long-term value for shareholders and other stakeholders. Since they take four years to fully vest, the RSUs also promote retention. The RSUs vest and convert to shares of HEI common stock in four equal annual installments beginning one year from the date of grant (plus compounded dividend equivalent shares on the installment that vested in such year). The 2017 RSU grants are set forth in the 2017 Grants of Plan-Based Awards table on page 24.
Benefits
Retirement . Hawaiian Electric provides retirement benefits to named executive officers to promote financial security in recognition of years of service and to attract and retain high-quality leaders.
Hawaiian Electric employees, including named executive officers, are eligible to participate in the HEI Retirement Plan, which is a tax-qualified defined benefit pension plan, and to save for retirement on a tax-deferred basis through HEI’s Retirement Savings Plan, a tax-qualified defined contribution 401(k) plan, which does not provide non-elective employer contributions for any participants and does not provide matching contributions for participants who joined the Company before May 1, 2011. In 2011, HEI amended the HEI Retirement Plan and HEI Retirement Savings Plan to create a new benefit structure for employees hired on or after May 1, 2011. Employees covered by the new benefit structure receive a reduced pension benefit under the HEI Retirement Plan, but are eligible for limited matching contributions under the HEI Retirement Savings Plan. These changes are intended to lower the cost of pension benefits over the long term. Messrs. Oshima and Alberts joined the Company after May 1, 2011 and are eligible to receive matching contributions under the amended HEI Retirement Savings Plan. The other named executive officers are not eligible to receive matching contributions under that plan, since they joined the Company prior to May 1, 2011.

18



Additional retirement benefits that cannot be paid from the HEI Retirement Plan due to Internal Revenue Code limits are provided to Hawaiian Electric named executive officers and other executives through the nonqualified 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 and on the amount of annual benefits that can be paid from qualified retirement plans. This allows those participating in the HEI Excess Pay Plan a total retirement benefit at the same general percentage of final average pay afforded to other employees under the HEI Retirement Plan. In 2017, all Hawaiian Electric named executive officers participated in the HEI Excess Pay Plan. Retirement benefits are discussed in further detail in the 2017 Pension Benefits table and related notes on pages 27-28.
Deferred Compensation Plans . Hawaiian Electric provides named executive officers and other executives the opportunity to participate in plans that allow them to defer compensation and the resulting tax liability. Hawaiian Electric named executive officers may participate in the HEI Deferred Compensation Plan, a nonqualified deferred compensation plan implemented in 2011 that allows the deferral of portions of the participants’ cash compensation, with certain limitations, and provides investment opportunities that are substantially similar to those available under the HEI Retirement Savings Plan. There are no matching or other employer contributions under the HEI Deferred Compensation Plan. Ms. Sekimura deferred compensation in the HEI Deferred Compensation Plan in 2017. Hawaiian Electric named executive officers are also eligible to defer payment of annual and long-term incentive awards and the resulting tax liability under a prior HEI nonqualified deferred compensation plan, although no named executive officer deferred compensation in that plan in 2017. Deferred compensation benefits are discussed in further detail in the 2017 Nonqualified Deferred Compensation table and related notes on page 28.
Executive Death Benefit Plan (frozen since 2009) . In September 2009, HEI froze the Executive Death Benefit Plan of HEI and Participating Subsidiaries, which provides death benefits to an executive’s beneficiaries following the executive’s death while employed or after retirement. As part of the freeze, HEI closed the plan to new participants and ceased all benefit accruals for current participants (i.e., there is no increase in death benefits due to salary increases after September 9, 2009). Under contracts with Executive Death Benefit Plan participants in effect before September 2009, the death benefits were grossed up for tax purposes. This treatment was considered appropriate because the executive death benefit is a form of life insurance and traditionally life insurance proceeds have been excluded from income for federal tax purposes. Ms. Sekimura, Ms. Li and Mr. Ignacio are covered under the Executive Death Benefit Plan. Messrs. Oshima and Alberts are not covered under the plan because they joined the Company after the plan was frozen. Death benefits are discussed in further detail in the 2017 Pension Benefits table and related notes on pages 27-28.
Minimal Perquisites . Hawaiian Electric provides minimal other compensation to the named executive officers in the form of perquisites because such items are commonly provided to business executives in Hawaii, such as club memberships primarily for the purpose of business entertainment, or are necessary to recruit executives, such as relocation expenses or extra weeks of vacation. Hawaiian Electric may, from time to time, reimburse for reasonable business-related expenses. In 2017, the Company paid club membership dues for all named executive officers except Mr. Ignacio, for the primary purpose of business entertainment expected of executives in their positions. In 2017, Mr. Alberts received one more week of vacation annually than other employees with similar length of service typically receive. For further description of perquisites, see footnote 5 to the 2017 Summary Compensation Table below.
Elimination of Most Tax Gross-Ups . Hawaiian Electric has eliminated nearly all tax gross-ups. There are no tax gross-ups on club membership initiation fees or dues. As discussed under "Executive Death Benefit Plan," tax gross ups of death benefits only apply to executives who participated in the Executive Death Benefit Plan before it was frozen in 2009.
Additional Policies and Information
Prohibition on Hedging and Pledging
HEI’s Insider Trading Policy, among other prohibitions, prohibits all directors, officers and employees of HEI and its subsidiaries (as well as the spouses, minor children, adult family members sharing the same household and any other person for whom the director, officer or employee exercises substantial control over such person’s securities trading decisions) from trading in options, warrants, puts, calls or similar instruments on HEI securities, making short sales in such securities, holding such securities in margin accounts or pledging such securities.
Executive Compensation Clawback Policy
HEI has a formal executive compensation clawback policy that applies to any performance-based compensation awarded to an executive officer, including Hawaiian Electric executive officers. Under that policy, in the event the financial statements of HEI or Hawaiian Electric are significantly restated, the Hawaiian Electric and HEI Boards and the HEI Compensation Committee will review the circumstances that caused the need for the restatement and determine whether fraud, gross negligence or intentional misconduct were involved. If so, the Hawaiian Electric and HEI Boards may direct the Company to

19



recover all or a portion of any performance-based award from the executive officer(s) found personally responsible. The SEC has issued proposed rules concerning clawback policies pursuant to the Dodd-Frank Act. HEI will amend its clawback policy to ensure it is consistent with the final rules as and when required.
Tax and Accounting Impacts on Compensation Design
In designing compensation programs, the HEI Compensation Committee considers tax and accounting implications of its decisions, along with other factors described in this Compensation Discussion and Analysis.
Tax Matters . Section 162(m) of the Internal Revenue Code generally limits to $1 million annually the federal income tax deduction that a publicly held corporation may claim for compensation payable to certain of its current executive officers, but that deduction limitation historically did not apply to performance-based compensation that met certain requirements. As part of the tax reform legislation passed in December 2017, Section 162(m) was amended, effective for taxable years beginning after December 31, 2017, to expand the group of executive officers subject to the deduction limitation by including former covered executive officers and also to eliminate the performance-based compensation exception, though the exception generally continues to be available on a “grandfathered” basis to compensation payable under a written binding contract in effect on November 2, 2017.
In determining compensation for our executive officers, the Committee considers the extent to which the compensation is deductible, including the effect of Section 162(m). In prior years, the Compensation Committee generally sought to structure our executive incentive compensation awards so that they qualified as performance-based compensation exempt from the Section 162(m) deduction limitation where doing so was consistent with the company’s compensation objectives, but it reserved the right to award nondeductible compensation. The Compensation Committee continues to evaluate the changes to Section 162(m) and their significance to the company’s compensation programs, but in any event, its primary focus in its compensation decisions will remain on most productively furthering the company’s business objectives and not on whether the compensation is deductible.
Another tax consideration factored into the design of the Company’s compensation programs is compliance with the requirements of Section 409A of the Internal Revenue Code, for which noncompliance can result in additional taxes on participants in deferred compensation arrangements. The new tax reform law did not change the requirements of Section 409A.
Accounting Matters . In establishing performance goals for equity compensation, the Committee considers the impact of accounting rules, including relevant plan provisions that govern how discretion may be used. Accounting rules also prescribe the way in which compensation is expensed. For example, under GAAP, compensation is generally expensed when earned. Financial Accounting Standards Board Accounting Standards Codification Topic 718 generally requires that equity compensation awards be accounted for based on their grant date fair value and recognized over the relevant service periods. The Hawaiian Electric Board and HEI Compensation Committee also have discretion in determining the level of achievement for the award and may determine that there should not be any incentive payout that would result solely from the adoption of a new accounting principle that affects a financial measure or vice versa.


20



Hawaiian Electric Board and HEI Compensation Committee Report
The Hawaiian Electric Board and the HEI Compensation Committee have reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussion, the HEI Compensation Committee recommended to the Hawaiian Electric Board, and taking into account such recommendation the Hawaiian Electric Board approved, that the Compensation Discussion and Analysis be included in this Exhibit 99.1 and incorporated by reference in the Hawaiian Electric 2017 Annual Report on Form 10-K with which this Exhibit 99.1 is filed.
Hawaiian Electric Board of Directors
Constance H. Lau, Chairman
Kevin M. Burke
Richard J. Dahl
Timothy E. Johns
Micah A. Kane
Bert A. Kobayashi, Jr.
Alan M. Oshima
Kelvin H. Taketa
Jeffrey N. Watanabe
 
Compensation Committee of the HEI Board of Directors
Thomas B. Fargo, Chairperson
Peggy Y. Fowler
Jeffrey N. Watanabe

Compensation Committee Interlocks and Insider Participation
The Hawaiian Electric Board does not have a separate compensation committee. Rather, the entire Hawaiian Electric Board serves as Hawaiian Electric’s compensation committee and oversees the design and implementation of Hawaiian Electric executive compensation programs. In addition, as part of its responsibility to oversee compensation programs at HEI and its subsidiaries, the HEI Compensation Committee assists the Hawaiian Electric Board by approving performance- and equity-based compensation for ratification by the Hawaiian Electric Board and making recommendations to the Hawaiian Electric Board regarding other executive compensation matters. Hawaiian Electric director Jeffrey N. Watanabe, who is also an HEI director, is a member of the HEI Compensation Committee. In addition, Hawaiian Electric director Bert A. Kobayashi, Jr. attends meetings of the HEI Compensation Committee as a non-voting representative of the Hawaiian Electric Board.
During the last fiscal year, the following Hawaiian Electric officers, who are also directors of Hawaiian Electric, participated in deliberations of the Hawaiian Electric Board regarding Hawaiian Electric executive compensation matters:
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, 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.


21



EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table shows total compensation for 2015-2017 for all of the named executive officers other than Ms. Li, and for 2017 for Ms. Li (who was not a named executive officer in 2015 and 2016).
Cash compensation earned for the applicable year is reported in the "Salary," "Nonequity Incentive Plan Compensation" and "All Other Compensation" columns (except see explanation in the following paragraph regarding disclosure of the 2015-17 LTIP awards).
For 2017, the "Stock Awards" column is composed of: (i) the opportunity to earn shares of HEI common stock in the future under the 2017-19 LTIP if performance metrics are achieved and (ii) RSUs that vest over 2017-2020 and may be forfeited in whole or in part if the executive leaves before the vesting period ends. For 2015 and 2016, the "Stock Awards" column reflects only RSUs granted in 2015 and 2016 since the 2015-17 and 2016-18 LTIPs were denominated in cash rather than in stock; this was due to the NextEra merger that was pending when the applicable award opportunities were established. Hawaiian Electric's transition back to exclusively equity-based long-term incentive compensation in 2017 impacts the comparative compensation amounts disclosed in the 2017 Summary Compensation Table. SEC rules require the 2015-2017 LTIP cash payouts to be included in the Summary Compensation Table in 2017, the last year of the performance period (not the year in which awards are granted as is the case with equity-based awards). As a result, the 2017 compensation amounts in the Summary Compensation Table include both the 2015-2017 LTIP cash payouts and the 2017-2019 equity-based LTIP and RSUs awards granted in 2017, which is not reflective of the target compensation provided to our NEOs for 2017. By contrast, the 2015 and 2016 compensation amounts do not include any LTIP amounts because there were no LTIP cash payouts or equity-based LTIP awards granted in 2015 and 2016. Our LTIP programs and practices have not changed (one LTIP award covering a 3-year performance period is granted each year), however, as a result of the disclosure timing differences between cash-based and equity-based LTIPs, the reported compensation amounts in the Summary Compensation Table for 2017 are notably higher than, and not comparable to, the reported amounts for 2015 and 2016, and are not reflective of the target compensation provided to our NEOs for 2017.
In accordance with SEC rules, the 2016-18 LTIP cash payouts, if any, will be reported in the 2018 Summary Compensation Table.
The "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column sets forth the change in value of pension and executive death benefits, which can fluctuate significantly--from year to year based on changes in discount rates and other actuarial assumptions. It is important to note that the method of calculating the benefit to be received by the executive upon retirement (see p. 27) did not change in 2017, only the valuation of the benefit at the required valuation date. "Total Without Change in Pension Value" shows total compensation as determined under SEC rules minus the change in pension value and executive death benefits.
2017 SUMMARY COMPENSATION TABLE
Name and 2017
 Principal Positions
Year
 
Salary
 ($) (1)
 
Stock
 Awards
 ($) (2)
 
Nonequity
 Incentive
Plan
 Compen-
 sation
 ($) (3)
 
Change in
 Pension Value
 and Nonqualified
 Deferred
 Compensation
 Earnings ($) (4)
 
All Other
 Compen-
 sation
 ($) (5)
 
Total
 Without
 Change in
Pension
 Value
 ($) (6)
 
Total ($)
Alan M. Oshima
2017
 
655,583

 
1,071,359

 
847,170

 
187,506

 
13,230

 
2,587,342

 
2,774,848

President and Chief Executive Officer
2016
 
583,500

 
379,282

 
445,939

 
153,231

 
21,296

 
1,430,017

 
1,583,248

 
2015
 
566,500

 
283,247

 
427,168

 
111,620

 
23,632

 
1,300,547

 
1,412,167

Tayne S. Y. Sekimura
2017
 
350,583

 
304,319

 
270,156

 
560,716

 

 
925,058

 
1,485,774

Senior Vice President and Chief Financial Officer
2016
 
342,000

 
119,690

 
173,061

 
400,247

 

 
634,751

 
1,034,998

2015
 
332,000

 
116,201

 
166,896

 
110,227

 

 
615,097

 
725,324

Jimmy D. Alberts
2017
 
269,283

 
219,776

 
198,052

 
68,705

 
18,214

 
705,325

 
774,030

Senior Vice President, Customer Service
2016
 
262,700

 
91,943

 
119,640

 
49,950

 
22,639

 
496,922

 
546,872

2015
 
255,000

 
89,242

 
115,369

 
28,616

 
24,674

 
484,285

 
512,901

Susan A. Li
2017
 
276,750

 
225,889

 
191,549

 
437,303

 

 
694,188

 
1,131,491

Senior Vice President, General Counsel, Chief Compliance & Administrative Officer
 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
 
 
 
 
 
 
 
 


 


Jay M. Ignacio
2017
 
285,100

 
247,466

 
198,617

 
526,579

 

 
731,183

 
1,257,762

President, Hawaii Electric Light and Senior Operations Advisor to the Hawaiian Electric President and CEO
2016
 
278,100

 
97,325

 
126,654

 
391,590

 

 
502,079

 
893,669

2015
 
255,417

 
85,733

 
115,596

 
115,118

 

 
456,746

 
571,864


22



1.
Salary. This column represents cash base salary received for the year.
2.
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 2017, these amounts are composed of: (i) the opportunity (based on probable outcome of performance conditions (in this case, target) as of the grant date) to earn shares of HEI common stock in the future pursuant to the 2017-19 LTIP if pre-established performance goals are achieved and (ii) RSUs vesting in installments over a four-year period. For 2015 and 2016, these amounts were comprised of RSUs granted in the year shown and vesting in installments over a four-year period, and excludes the value of the 2015-2017 and 2016-2018 LTIP granted in those years. Since the 2015-17 LTIP is denominated in cash rather than in stock, in accordance with SEC rules, the cash payout is reported in the "Nonequity Incentive Plan Compensation" column in this Summary Compensation Table for 2017. Since the 2016-18 LTIP is denominated in cash rather than in stock, in accordance with SEC rules, the cash payout (if any) will be reported in the "Nonequity Incentive Plan Compensation" column in the 2018 Summary Compensation Table. See the 2017 Grants of Plan-Based Awards table below for the portion of the amount in the Stock Awards column above that is composed of 2017 grants of RSUs and performance award opportunities under the 2017-19 LTIP. Assuming achievement of the highest level of performance conditions, the maximum value of the performance awards payable in 2020 under the 2017-19 LTIP would be: Mr. Oshima $1,290,493; Ms. Sekimura $363,196; Mr. Alberts $251,093; Ms. Li $258,064; and Mr. Ignacio $295,385. For a discussion of the assumptions underlying the amounts set out for the RSUs and and 2017-2019 LTIP, see Note  9 to the Consolidated Financial Statements in the Annual Report on Form 10-K to which this Exhibit 99.1 is attached.
3.
Nonequity Incentive Plan Compensation . These amounts represent cash payouts to named executive officers under the annual incentive plan, the Executive Incentive Compensation Plan (EICP), earned for the years shown. For 2017, the amount in this column also included the cash payout from the 2015-17 LTIP.
4.
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 2015, 2016 and 2017. 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 increase in 2017 present value of pensions (and, for Ms. Sekimura, Ms. Li and Mr. Ignacio, executive death benefits) from 2016 was magnified by the decrease in discount rate and was partially offset by lower expected rates of improvement in the mortality tables based on Scale MP-2017 published by the Society of Actuaries. The 2016 present value of pensions (and, for Ms. Sekimura and Mr. Ignacio, executive death benefits) increased from 2015 due to a lower discount rate and lower expected rates of improvement in the mortality tables based on Scale MP-2017 published by the Society of Actuaries. For a further discussion of the applicable plans, see the 2017 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.
5.
All Other Compensation . The following table summarizes the components of “All Other Compensation” with respect to 2017:
Name
Contributions to Defined Contribution
Plans ($) a

Other
($) b

Total All Other
Compensation
($)

Alan M. Oshima
8,100

5,130

13,230

Tayne S.Y. Sekimura*



Jimmy D. Alberts
7,915

10,299

18,214

Susan A. Li*



Jay M. Ignacio*



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 ($270,000 in 2017).
b
Mr. Oshima received club membership dues. Mr. Alberts received club membership dues and had one more week of vacation than employees with similar length of service would usually receive.
*
The total value of perquisites and other personal benefits for Ms. Sekimura, Ms. Li and Mr. Ignacio was less than $10,000 for 2017 and is therefore not included in the table above.
6.
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.
Additional narrative disclosure about salary, stock awards, nonequity incentive plan compensation, pension benefits and nonqualified deferred compensation earnings and all other compensation can be found in the Compensation Discussion and Analysis above.

23



Grants of Plan Based Awards
The table below shows cash performance award opportunities under the 2017 EICP, equity-based performance award opportunities granted under the LTIP for performance over the 2017-19 period and payable in 2020 and RSUs granted in 2017 and vesting in installments over four years.
2017 GRANTS OF PLAN-BASED AWARDS
 
 
 
Estimated Future Payouts
Under Nonequity Incentive
Plan Awards (1)
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards (2)
 
All Other
Stock Awards:
Number of Shares
of Stock
or Units
(#) (3)
 
Grant Date Fair Value
 of Stock
 Awards
 ($) (4)
Name
Grant
 Date
 
Thres-
hold ($)
 
Target
($)
 
Maximum
($)
 
Thres-
hold (#)
 
Target
(#)
 
Maximum
(#)
 
 
Alan M. Oshima
1/31/17 EICP
 
245,844

 
491,687

 
983,375

 

 

 

 

 

 
1/31/17 LTIP
 

 

 

 
9,301

 
18,602

 
37,205

 

 
645,226

 
1/31/17 RSU
 

 

 

 

 

 

 
12,728

 
426,133

Tayne S. Y. Sekimura
1/31/17 EICP
 
87,646

 
175,292

 
350,583

 

 

 

 

 

 
1/31/17 LTIP
 

 

 

 
2,618

 
5,236

 
10,471

 

 
181,615

 
1/31/17 RSU
 

 

 

 

 

 

 
3,665

 
122,704

Jimmy D. Alberts
1/31/17 EICP
 
60,589

 
121,177

 
242,355

 

 

 

 

 

 
1/31/17 LTIP
 

 

 

 
1,810

 
3,619

 
7,239

 

 
125,530

 
1/31/17 RSU
 

 

 

 

 

 

 
2,815

 
94,246

Susan A. Li
1/31/17 EICP
 
62,269

 
124,538

 
249,075

 

 

 

 

 

 
1/31/17 LTIP
 

 

 

 
1,860

 
3,720

 
7,440

 

 
129,031

 
1/31/17 RSU
 

 

 

 

 

 

 
2,893

 
96,858

Jay M. Ignacio
1/31/17 EICP
 
64,148

 
128,295

 
256,590

 

 

 

 

 

 
1/31/17 LTIP
 

 

 

 
2,129

 
4,258

 
8,516

 

 
147,696

 
1/31/17 RSU
 

 

 

 

 

 

 
2,980

 
99,770

EICP
Executive Incentive Compensation Plan (annual incentive)
LTIP
Long-Term Incentive Plan (2017-19 period)
RSU
Restricted stock units
1.
Estimated Future Payouts Under Nonequity Incentive Plan Awards . Shows possible cash payouts under the 2017 EICP based on meeting performance goals set in January 2017 at threshold, target and maximum levels. Actual payouts for the 2017 EICP are reported in the 2017 Summary Compensation Table above.
2.
Estimated Future Payouts Under Equity Incentive Plan Awards . Represents number of shares of stock that may be issued under the 2017-19 LTIP based upon the achievement of performance goals set in January 2017 at threshold, target and maximum levels and vesting at the end of the three-year performance period. LTIP 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 participation based upon completed months of service after a minimum number of months of service in the performance period. Dividend equivalent shares, not included in the chart, compounded over the period at the actual dividend rate and are paid at the end of the performance period based on actual shares earned.
3.
All Other Stock Awards: Number of Shares of Stock or Units . Represents number of RSUs awarded in 2017 that will vest and be issued as unrestricted stock in four equal annual installments on the grant date anniversaries. Unvested 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 on RSUs vesting in a given year.
4.
Grant Date Fair Value of Stock Awards . Grant date fair value for shares under the 2017-19 LTIP is estimated in accordance with the fair-value based measurement of accounting as described in FASB ASC Topic 718 based upon the probable (in this case, target) outcome of the performance conditions as of the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts reported, see the discussion of performance awards contained in Note  9 (Share-based compensation) to the Consolidated Financial Statements in the 2017 Annual Report on Form 10-K. 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.

24



Outstanding Equity Awards at 2017 Fiscal Year-End
OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END
 
 
Stock Awards
 
 
 
 
 
Equity Incentive Plan Awards
 
 
 
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
 
Number (#)
 
Market Value ($) (2)
 
 
Alan M. Oshima
2014
 
1,479

 
53,466

 

 

 
2015
 
4,197

 
151,722

 

 

 
2016
 
9,514

 
343,931

 

 

 
2017
 
12,728

 
460,117

 

 

 
2017
 

 

 
18,602

 
672,462

 
Total
 
27,918

 
1,009,236

 
18,602

 
672,462

Tayne S. Y. Sekimura
2014
 
1,117

 
40,380

 

 

2015
 
1,722

 
62,250

 

 

 
2016
 
3,002

 
108,522

 

 

 
2017
 
3,665

 
132,490

 

 

 
2017
 

 

 
5,236

 
189,281

 
Total
 
9,506

 
343,642

 
5,236

 
189,281

Jimmy D. Alberts
2014
 
867

 
31,342

 

 

2015
 
1,323

 
47,826

 

 

 
2016
 
2,306

 
83,362

 

 

 
2017
 
2,815

 
101,762

 

 

 
2017
 

 

 
3,619

 
130,827

 
Total
 
7,311

 
264,292

 
3,619

 
130,827

Susan A. Li
2014
 
787

 
28,450

 

 

2015
 
1,218

 
44,031

 

 

 
2016
 
2,371

 
85,712

 

 

 
2017
 
2,893

 
104,582

 

 

 
2017
 

 

 
3,720

 
134,478

 
Total
 
7,269

 
262,775

 
3,720

 
134,478

Jay M. Ignacio
2014
 
801

 
28,956

 

 

2015
 
1,271

 
45,947

 

 

 
2016
 
2,441

 
88,242

 

 

 
2017
 
2,980

 
107,727

 

 

 
2017
 

 

 
4,258

 
153,927

 
Total
 
7,493

 
270,872

 
4,258

 
153,927

1.
Shares or Units of Stock That Have Not Vested . The remaining installments of the 2014 RSUs vested on February 5, 2018. Of the remaining installments of the 2015 RSUs, one installment vested on February 6, 2018 and the remainder will vest on February 6, 2019. Of the remaining installments of the 2016 RSUs, one installment vested on February 5, 2018 and the remainder will vest in equal annual installments on February 5, 2019 and 2020. For the 2017 RSUs, one installment vested on January 31, 2018 and the remainder will vest in equal annual installments on January 31, 2019, 2020 and 2021.
2.
Market Value . Market value is based upon the closing per‑share trading price of HEI common stock on the NYSE of $36.15 as of December 29, 2017.
3.
Number of Unearned Shares, Units or Other Rights That Have Not Vested . Represents number of shares of HEI common stock that would be issued under the 2017-19 LTIP if performance goals are met at the target level at the end of the three-year performance period.


25



2017 Option Exercises and Stock Vested
2017 OPTION EXERCISES AND STOCK VESTED
 
 
Stock Awards
Name
 
Number of Shares Acquired on Vesting (#)
 
Value Realized on Vesting ($)
Alan M. Oshima
 
8,868

(1)  
 
299,561

Tayne S. Y. Sekimura
 
4,456

(1)  
 
150,524

Jimmy D. Alberts
 
3,455

(1)  
 
116,710

Susan A. Li
 
2,379

(1)  
 
80,363

Jay M. Ignacio
 
3,316

(1)  
 
112,015

1. Represents the number of shares acquired (and dividend equivalents paid in stock based on number of shares vested) upon the February 2017 vesting of installments of RSUs granted on February 4, 2013, February 5, 2014, February 6, 2015 and February 5, 2016. Value realized on vesting includes dividend equivalents.
Name
 
Number of Shares Acquired on Vesting
 
Compounded Dividend Equivalents
 
Total Shares Acquired on Vesting
Alan M. Oshima
 
8,104
 
764
 
8,868
Tayne S. Y. Sekimura
 
3,997
 
459
 
4,456
Jimmy D. Alberts
 
3,097
 
358
 
3,455
Susan A. Li
 
2,189
 
190
 
2,379
Jay M. Ignacio
 
2,981
 
335
 
3,316


26



Pension Benefits
The table below shows the present value as of December 31, 2017 of accumulated benefits for each of the Hawaiian Electric named executive officers and the number of years of service credited to each executive under the applicable pension plan and executive death benefit plan, determined using the interest rate, mortality table and other assumptions described below, which are consistent with those used in Note 8 to the Consolidated Financial Statements in the 2017 Annual Report on Form 10-K to which this Exhibit 99.1 is attached.
2017 PENSION BENEFITS
Name
Plan Name
 
Number of
Years of Credited
Service (#)
 
Present Value of
Accumulated
Benefit ($) (4)
 
Payments During
the Last Fiscal
Year ($)
Alan M. Oshima
HEI Retirement Plan (1)
 
6.2

 
306,686

 
 
HEI Excess Pay Plan (2)
 
6.2

 
386,222

 
Tayne S. Y. Sekimura
HEI Retirement Plan (1)
 
26.6

 
2,408,070

 
 
HEI Excess Pay Plan (2)
 
26.6

 
679,436

 
 
HEI Executive Death Benefit (3)
 

 
166,476

 
Jimmy D. Alberts
HEI Retirement Plan (1)
 
5.3

 
239,090

 
 
HEI Excess Pay Plan (2)
 
5.3

 
125

 
Susan A. Li
HEI Retirement Plan (1)
 
27.8

 
2,787,710

 
 
HEI Excess Pay Plan (2)
 
27.8

 
45,508

 
 
HEI Executive Death Benefit (3)
 

 
150,030

 
Jay M. Ignacio
HEI Retirement Plan (1)
 
27.8

 
2,586,123

 
 
HEI Excess Pay Plan (2)
 
27.8

 
100,937

 
 
HEI Executive Death Benefit (3)
 

 
156,193

 
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 and 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 retirement benefits immediately upon termination of employment 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. The plan provides benefits at early retirement (prior to age 65), normal retirement (age 65), deferred retirement (over age 65) and death. Subsidized early retirement benefits are available for participants who meet certain age and service requirements at ages 50-64. The accrued normal retirement benefit is reduced by an applicable percentage, which ranges from 30% for early retirement at age 50 with at least 15 years of service to 1% at age 59. Accrued benefits are not reduced for eligible employees who retire at age 60 and above. The early retirement subsidies are not available to employees who terminate employment with vested benefits but prior to satisfying the age and service requirements for the early retirement subsidies.
HEI and Hawaiian Electric nonunion employees who commenced employment on or after May 1, 2011, like Messrs. Oshima and Alberts, receive reduced benefits under the HEI Retirement Plan (e.g., reduced benefit formula, more stringent requirements for subsidized early retirement benefits, reduced early retirement subsidies and no post-retirement cost-of-living adjustment). Normal retirement benefits for these employees are calculated based on a formula of 1.5% × Credited Service × Final Average Compensation (average monthly base salary for highest thirty-six consecutive months out of the last ten years). These employees are eligible for a limited match under the HEI Retirement Savings Plan (50% match on the first 6% of compensation deferred).
As of December 31, 2017, all of the named executive officers were eligible for retirement benefits under the HEI Retirement Plan.
2.
As of December 31, 2017, all of the named executive officers were participants in 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 ($270,000 in 2017 as indexed for inflation) and on the amount of annual benefits that can be paid from qualified retirement plans (the lesser of $215,000 in 2017 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.

27



3.
Ms. Sekimura, Ms. Li 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 tax exclusion for death benefits paid from a life insurance policy. Messrs. Oshima and Alberts were not employed by the companies at the time the plan was frozen and therefore are 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 2017 Pension Benefits table was determined based on the following:
Methodology The present values are calculated as of December 31, 2017 based on the credited service and pay of the Hawaiian Electric named executive officer as of such date (or the date of benefit freeze, if earlier).
Assumptions
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 3.74% for retirement benefits and 3.72% for executive death benefits as of December 31, 2017.
b.
Mortality Table – The RP-2017 Mortality Table (separate male and female rates) with generational projection using scale MP-2017 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 the table is assumed to remain in active employment until, and assumed to retire at, the later of (a) the earliest age when unreduced pension benefits would be payable or (b) attained age as of December 31, 2017.
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 who participates in the HEI Retirement Plan is assumed to have accumulated 1,160 unused sick leave hours at retirement age.
2017 Nonqualified Deferred Compensation
Although all Hawaiian Electric named executive officers are eligible to participate in the HEI deferred compensation plans, which are described in the Compensation Discussion and Analysis above, only Messrs. Oshima and Ignacio and Ms. Sekimura deferred any amount or had an account balance under those plans in 2017.
Name
Executive
Contributions
in Last FY ($) 1

Registrant
Contributions
in Last FY ($)

Aggregate
Earnings/(Losses)
in Last FY ($)

Aggregate
Withdrawals/
Distributions ($)

Aggregate
Balance at
Last FYE ($) 2

Alan M. Oshima


139,801


772,831

Tayne S.Y. Sekimura
138,449


16,634


155,083

Jay M. Ignacio


64,813


285,616

1.
Represents salary and incentive compensation deferrals under the HEI Deferred Compensation Plan, a contributory nonqualified deferred compensation plan implemented in 2011. The plan allows certain HEI and Hawaiian Electric executives to defer 100% of annual base salary in excess of the compensation limit set forth in Internal Revenue Code Section 401(a)(17) ($270,000 in 2017, as indexed for inflation) and up to 80% of any incentive compensation paid in cash. There are no matching or other employer contributions under the plan. The deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a designated list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential and therefore are not included in the 2017 Summary Compensation Table above. The distribution of accounts from the plan is triggered by disability, death or separation from service (including retirement) and will be delayed for a 6-month period to the extent necessary to comply with Internal Revenue Code Section 409A. A participant may elect to receive distributions triggered by separation from service in a lump sum or in substantially equal payments spread over a period not to exceed 15 years. Lump sum benefits are payable in the event of disability or death. Messrs. Oshima and Ignacio and Ms. Sekimura participated in the HEI Deferred Compensation Plan in 2017. The amount listed in the "Executive Contributions in Last FY" column for Ms. Sekimura is reported as compensation in the 2017 Summary Compensation Table for the year 2016.
2.
Amounts in this column include contributions reported in the Summary Compensation Table for each year in which each executive listed above was a named executive officer.

28



Potential Payments Upon Termination or Change in Control
The table below shows the potential payments to each Hawaiian Electric named executive officer in the event of retirement, voluntary termination, termination for cause, termination without cause and qualifying termination after change in control, assuming termination occurred on December 31, 2017. The amounts listed below are estimates; actual amounts to be paid would depend on the actual date of termination and circumstances existing at that time.
2017 TERMINATION/CHANGE-IN-CONTROL PAYMENT TABLE
Name/
Benefit Plan or Program
Retirement on 12/31/17
($) (1)
 
Voluntary Termination on 12/31/17 ($) (2)
 
Termination for Cause on 12/31/2017 ($) (3)
 
Termination without Cause on 12/31/17 ($) (4)
 
Qualifying Termination after Change in Control on 12/31/17
($) (5)
Alan M. Oshima
 

 
 

 
 

 
 

 
 

Executive Incentive Compensation Plan (6)

 

 

 

 

Long-Term Incentive Plan (7)
601,976

 

 

 

 
601,976

Restricted Stock Units (8)
368,548

 

 

 

 
1,081,355

TOTAL
970,524

 

 

 

 
1,683,331

Tayne S. Y. Sekimura
 

 
 

 
 

 
 

 
 

Executive Incentive Compensation Plan (6)

 

 

 

 

Long-Term Incentive Plan (7)
179,438

 

 

 

 
179,438

Restricted Stock Units (8)
145,793

 

 

 

 
371,910

TOTAL
325,231

 

 

 

 
551,348

Jimmy D. Alberts
 

 
 

 
 

 
 

 
 

Executive Incentive Compensation Plan (6)

 

 

 

 

Long-Term Incentive Plan (7)
124,038

 

 

 

 
124,038

Restricted Stock Units (8)
112,314

 

 

 

 
286,019

TOTAL
236,352

 

 

 

 
410,057

Susan A. Li
 

 
 

 
 

 
 

 
 

Executive Incentive Compensation Plan (6)

 

 

 

 

Long-Term Incentive Plan (7)
127,493

 

 

 

 
127,493

Restricted Stock Units (8)
108,750

 

 

 

 
283,813

TOTAL
236,243

 

 

 

 
411,306

Jay M. Ignacio
 

 
 

 
 

 
 

 
 

Executive Incentive Compensation Plan (6)

 

 

 

 

Long-Term Incentive Plan (7)
145,918

 

 

 

 
145,918

Restricted Stock Units (8)
111,949

 

 

 

 
292,562

TOTAL
257,867

 

 

 

 
438,480

Note: All stock-based award amounts were valued using the 2017 year-end closing price of HEI common stock on the NYSE of $36.15 per share on December 29, 2017. Other benefits that are available to all salaried employees on a nondiscriminatory basis and perquisites aggregating less than $10,000 in value have not been listed.
1.
Retirement Payments & Benefits . All named executive officers were eligible for retirement as of December 31, 2017. Amounts in this column do not include amounts payable under the 2017 EICP and 2015-17 LTIP because those amounts would have vested without regard to retirement since December 31, 2017 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 2017 Pension Benefits and the 2017 Nonqualified Deferred Compensation tables above.
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 2017 EICP or the 2015-17 LTIP because those amounts would have vested without regard to voluntary termination since December 31, 2017 was the end of the applicable performance periods.

29



3.
Termination for Cause Payments & 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, which is available for review at www.hei.com/govdocs, or, for purposes of awards under the 2010 Equity and Incentive Plan, as amended (EIP), has the meaning set forth in such plans. Termination for cause results in the forfeiture of all unvested RSUs and participation in incentive plans.
4.
Termination without Cause Payments & 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.
Qualifying Termination after Change-in-Control Payments & Benefits. None of the Hawaiian Electric named executive officers were party to a change-in-control agreement on December 31, 2017.
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 (with all performance goals deemed achieved at 100% of target levels).
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, 2017; actual payouts will depend upon performance achieved at the end of the plan cycle. 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 (with all performance goals deemed achieved at 100% of target levels).
8.
Restricted Stock Units (RSUs).   Termination for or without cause results in the forfeiture of unvested RSUs. Termination due to death, disability or retirement results in pro-rata vesting of RSUs. If there is a change in control, either (i) the acquiring entity shall assume all outstanding RSUs or substitute similar awards and such awards would vest in full upon a qualifying termination of employment within two years following the change in control or (ii) to the extent the acquiring entity refuses to assume or substitute such awards, such awards shall become fully vested.

30



CEO Pay Ratio
As required by SEC rules, we are disclosing the ratio of our median employee’s annual total compensation to the annual total compensation of our CEO.
In accordance with Item 402(u) of Regulation S-K, we identified our median employee by evaluating 2016 Form W-2s for all individuals, excluding our CEO, who were employed by us on October 1, 2017. We included all employees, whether employed on a full-time, part-time, or seasonal basis and assumed no compensation earned in 2016 for employees hired in 2017. We believe that the use of Form W-2 compensation for all employees is an appropriate compensation measure for this purpose because it reasonably reflects annual compensation for each employee.
After identifying the median employee based on Form W-2 compensation, we calculated annual total compensation for such employee using the same methodology we use for our CEO as set forth in the 2017 Summary Compensation Table above. The results are as follows:
CEO to Median Employee Pay Ratio
 
 
President & CEO
 
Median Employee
 
Base Salary
$
655,583

 
$
84,864

 
Overtime Pay

 
11,893

 
Stock Awards
1,071,359

 

 
Non-Equity Incentive Plan Compensation
847,170

 

 
Change in Pension Value (1)
187,506

 
37,812

 
All Other Compensation
13,230

 

 
TOTAL
$
2,774,848

 
$
134,569

 
 
 
 
 
 
CEO Pay to Median Employee Pay Ratio
21:1
 
 
 
(1)
These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Despite the fact that these amounts are not paid, they are required to be taken into account for purposes of calculating total annual compensation for SEC reporting purposes. Pension values fluctuate over time - they can rise or fall year-to-year and are dependent on many variables including market conditions, years of service, earnings, and actuarial assumptions such as discount rates.
Director compensation
The Hawaiian Electric Board believes that a competitive compensation package is necessary to attract and retain individuals with the experience, skills and qualifications needed to serve as a director on the board of a regulated electric public utility. Nonemployee director compensation is composed of a mix of cash and HEI common stock. Only nonemployee directors receive compensation for their service as directors. Ms. Lau, HEI President & CEO, and Mr. Oshima, Hawaiian Electric President & CEO, do not receive separate or additional compensation for serving as a Hawaiian Electric director. Although Ms. Lau and Mr. Oshima are members of the Hawaiian Electric Board, neither they nor any other executive officer participate in the determination of nonemployee director compensation.
Nonemployee directors of Hawaiian Electric who are not also directors of HEI receive compensation in the form of a cash retainer and an HEI stock grant. Kevin M. Burke, Timothy E. Johns, Micah A. Kane and Bert A. Kobayashi, Jr. are nonemployee directors of Hawaiian Electric who are not also directors of HEI. Nonemployee directors of Hawaiian Electric who are also directors of HEI do not receive additional compensation for serving on the Hawaiian Electric Board but do receive an additional retainer for service on Hawaiian Electric committees as described below. Richard J. Dahl, Kelvin H. Taketa and Jeffrey N. Watanabe are nonemployee directors of Hawaiian Electric who are currently also directors of HEI. Mr. Burke became a Hawaiian Electric director on January 1, 2018.
The HEI Compensation Committee reviews the compensation of Hawaiian Electric nonemployee directors at least once every three years and recommends changes to the Hawaiian Electric Board. In 2016, the HEI Compensation Committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), to conduct an evaluation of HEI’s nonemployee director compensation practices. Fred Cook assessed the structure of HEI’s nonemployee director compensation program and its value compared to competitive market practices of utility peer companies, similar to the assessments used in its executive compensation review. The 2016 analysis took into consideration the duties and scope of responsibilities of directors. The HEI Compensation Committee reviewed the analysis in determining its recommendations concerning the appropriate nonemployee

31



director compensation, including cash retainers, stock awards and meeting fees for HEI directors. A discussion of the HEI Compensation Committee's recommendations regarding HEI director compensation will be set forth in HEI's 2018 Proxy Statement. As part of this analysis, the HEI Compensation Committee reviewed the cash retainers, stock awards and meeting fees for HECO directors and determined that it would recommend to the Hawaiian Electric Board an increase to the HECO director cash retainer and stock awards to generally align with increases for HEI directors.
At the Hawaiian Electric Board's December 12, 2016 meeting, the HEI Compensation Committee recommended and the Hawaiian Electric Board approved a recommendation to increase the Hawaiian Electric director cash retainer by $5,000 to $45,000 and the annual stock award by $15,000 to $55,000 in common stock. The increases were effective January 1, 2017.
The boards of Hawaiian Electric subsidiaries Hawaii Electric Light and Maui Electric are comprised entirely of officers of Hawaiian Electric and/or its subsidiaries who receive no additional compensation for such service.
Cash Retainer . Hawaiian Electric nonemployee directors received the cash retainer amounts shown below for their 2017 Hawaiian Electric Board service. Nonemployee directors of Hawaiian Electric who also serve as a member or chairperson of the Hawaiian Electric Audit Committee or as a non-voting Hawaiian Electric Board representative to attend meetings of the HEI Compensation Committee received additional retainer amounts, as indicated below. Cash retainers were paid in quarterly installments.
 
2017
Hawaiian Electric Director (who is not also an HEI director)
$
45,000

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

Extra Meeting Fees . Nonemployee directors are also entitled to meeting fees for each board or committee meeting attended (as member or chair) after a specified number of meetings. For 2017, directors were entitled to additional fees of $1,000 per meeting after attending a minimum of eight Hawaiian Electric Board meetings during the year, Hawaiian Electric Audit Committee members were entitled to additional fees of $1,000 per meeting after attending a minimum of six Hawaiian Electric Audit Committee meetings during the year, and the Hawaiian Electric Board’s non-voting representative to the HEI Compensation Committee was entitled to additional fees of $1,500 per meeting after attending six meetings of the HEI Compensation Committee during the year.
Stock Awards .   In a typical year, nonemployee directors receive an equity grant of HEI shares, valued at $55,000 for 2017 as described above, on the last business day of June under HEI's 2011 Nonemployee Director Stock Plan (2011 Director Plan), which was approved by HEI shareholders on May 10, 2011, for the purpose of further aligning directors' and shareholders' interests. These equity grants are paid in advance to cover director service for the next twelve months. The number of shares issued to each Hawaiian Electric nonemployee director was determined based on the closing sales price of HEI common stock on the NYSE on June 30, 2017.
Deferred Compensation . Nonemployee directors may participate in the HEI Deferred Compensation Plan implemented in 2011 (2011 Deferred Compensation Plan). Under the plan, deferred amounts are credited with gains/losses of deemed investments chosen by the participant from a list of publicly traded mutual funds and other investment offerings. Earnings are not above-market or preferential. Participants may elect the timing upon which distributions are to begin following separation from service (including retirement) and may choose to receive such distributions in a lump sum or in installments over a period of up to fifteen years. Lump sum benefits are payable in the event of disability or death. In 2017, one Hawaiian Electric director, Mr. Taketa, participated in the 2011 Deferred Compensation Plan. Nonemployee directors are also eligible to participate in the prior HEI Nonemployee Directors' Deferred Compensation Plan, as amended January 1, 2009, although no nonemployee director of Hawaiian Electric deferred compensation under such plan in 2017.
Health Benefits . Directors may participate, at their election and at their cost, in the group employee medical, vision and dental plans generally made available to Hawaiian Electric employees. No Hawaiian Electric director currently participates in such plans.
Information concerning compensation paid to HEI directors Messrs. Dahl, Taketa and Watanabe, who were also nonemployee directors of Hawaiian Electric during all or part of 2017, will be set forth in HEI's 2018 Proxy Statement.





32







2017 DIRECTOR COMPENSATION TABLE
The table below shows the compensation paid to Hawaiian Electric nonemployee directors in 2017.
Name
Fees Earned or
Paid in Cash
 ($) (1)
 
Stock
 Awards
 ($) (2)
 
Total
 ($)
Don E. Carroll (3)
19,038

 

 
19,038

Richard J. Dahl (4)
6,000

 

 
6,000

Timothy E. Johns
Chairman, Audit Committee
57,000

 
55,000

 
112,000

Micah A. Kane
47,626

 
55,000

 
102,626

Bert A. Kobayashi, Jr.
48,940

 
55,000

 
103,940

Kelvin H. Taketa (4)

 

 

Jeffrey N. Watanabe (4)

 

 

1.
Represents cash retainers for board and committee service (as detailed in the chart below).
2.
Represents an HEI stock award in the value of $55,000, as described above under “Stock Awards.” These equity grants were made on June 30, 2017.
3.
Mr. Carroll retired effective May 5, 2017.
4.
Messrs. Dahl, Taketa and Watanabe also served on the HEI Board for all or part of 2017. Information concerning their compensation for such service will be set forth in HEI's 2018 Proxy Statement.
The table below shows cash retainers paid to Hawaiian Electric nonemployee directors for Hawaiian Electric board and committee service in 2017.
Name
Hawaiian Electric Board  ($) (1)
 
Hawaiian Electric Audit
Committee ($)
 
Hawaiian Electric
 Nonvoting Representative
to HEI Compensation
Committee ($)
 
Extra Meeting Fees ($) (2)
 
Total Fees Earned
 or Paid in
 Cash ($)
Don E. Carroll
15,577

 
1,384

 
2,077

 

 
19,038

Richard J. Dahl

 
4,000

 

 
2,000

 
6,000

Timothy E. Johns
45,000

 
10,000

 

 
2,000

 
57,000

Micah A. Kane
45,000

 
2,626

 

 

 
47,626

Bert A. Kobayashi, Jr.
45,000

 

 
3,940

 

 
48,940

Kelvin H. Taketa

 

 

 

 

Jeffrey N. Watanabe

 

 

 

 

1.
Represents $45,000 annual cash retainer for board service.
2.
Extra meeting fees earned for attending audit committee meetings in excess of number of meetings specified.


33




ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
Hawaiian Electric Common Stock
HEI owns all of Hawaiian Electric’s outstanding Common Stock, which is Hawaiian Electric’s only class of securities generally entitled to vote on matters requiring shareholder approval.
Hawaiian Electric Preferred Stock
Various series of Hawaiian Electric Preferred Stock have been issued and are outstanding. Shares of Hawaiian Electric Preferred Stock are not considered voting securities, but upon certain defaults in dividend payments holders of Hawaiian Electric Preferred Stock may have the right to elect a majority of the directors of Hawaiian Electric. HEI owns 100,000 shares of Hawaiian Electric Preferred Stock, or approximately 9% of the 1,114,657 shares of Hawaiian Electric Preferred Stock outstanding. No Hawaiian Electric directors, executive officers or named executive officers (as listed in the Compensation Discussion and Analysis above) own Hawaiian Electric Preferred Stock.
HEI Common Stock
The table below shows the number of shares of HEI common stock beneficially owned by each person who is a current Hawaiian Electric director, each Hawaiian Electric named executive officer (as listed in the Compensation Discussion and Analysis above) and directors and executive officers as a group as of February 5, 2018.
 
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
 

 
 

 
 

 
 

 
 

Richard J. Dahl
3,990

 
 
 
 
 
 
 
3,990

Timothy E. Johns
39,168

 
 
 
 
 
 
 
39,168

Micah A. Kane
8,758

 
 
 
 
 
 
 
8,758

Bert A. Kobayashi, Jr.
4,408

 
 
 
 
 
 
 
4,408

Kelvin H. Taketa
37,487

 
 
 
 
 
 
 
37,487

Jeffrey N. Watanabe
51,721

 
 
 
5

 
 
 
51,726

Employee director
 
 
 
 
 
 
 
 
 
Constance H. Lau
514,410

 
 
 
 
 
27,867

 
542,277

Employee director and Named Executive Officer
 
 
 
 
 
 
 
 
 
Alan M. Oshima
 
 
38,403

 
 
 
13,446

 
51,849

Other Named Executive Officers
 
 
 
 
 
 
 
 
 
Jimmy D. Alberts
13,911

 
 
 
 
 
3,950

 
17,861

Jay M. Ignacio
20,574

 
 
 
 
 
3,960

 
24,534

Susan A. Li
9,144

 
 
 
 
 
3,845

 
12,989

Tayne S. Y. Sekimura
41,245

 
 
 
 
 
5,128

 
46,373

All directors and executive officers as a group (17 persons)
772,021

 
39,501

 
445

 
64,221

 
876,188

(1)
Includes the following shares held as of February 5, 2018 in the form of stock units in the HEI common stock fund pursuant to the HEI Retirement Savings Plan: approximately 113 shares for Ms. Lau; 1,707 shares for Ms. Li; 1,111 shares for Ms. Sekimura; 163 shares for Mr. Ignacio; and 8,186 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)
Includes (i) shares registered in name of the individual and spouse and/or (ii) shares registered in trust with the individual and spouse serving as co-trustees.

34



(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, 2018 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, 2018, 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
Related Person Transactions
The HEI Board has adopted a related person transaction policy that is specifically incorporated in HEI’s Corporate Code of Conduct, which is available for review at www.hei.com/govdocs. The Corporate Code of Conduct, including the related person transaction policy, also applies to Hawaiian Electric and its subsidiaries. The related person transaction policy is specific to transactions between the Company and related persons such as executive officers and directors, their immediate family members or entities with which they are affiliated in which the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. Under the policy, the HEI Board, acting through the HEI Nominating and Corporate Governance Committee, will approve a related person transaction involving a director or an officer if the HEI Board determines in advance that the transaction is not inconsistent with the best interests of HEI and its shareholders and is not in violation of HEI’s Corporate Code of Conduct.
There have been no transactions since January 1, 2017, and there are no currently proposed transactions, in which Hawaiian Electric or any of its subsidiaries was a participant, the amount involved exceeds $120,000, and any related person (as defined in Item 404 of Regulation S-K) had or will have a direct or indirect material interest.
Director Independence
Hawaiian Electric has a guarantee with respect to 6.5% cumulative quarterly income preferred securities series 2004 (QUIPS) listed on the NYSE. Because HEI has common stock listed on NYSE and Hawaiian Electric is a wholly-owned subsidiary of HEI, HEI is subject to the corporate governance listing standards in Section 303A of the NYSE Listed Company Manual but Hawaiian Electric is exempt from certain NYSE listing standards, including Sections 303A.01 and 303A.02 regarding director independence.
Although Hawaiian Electric is exempt from NYSE listing standards 303A.01 and 303A.02, Hawaiian Electric voluntarily endeavors to comply with these standards for director independence. The HEI Nominating and Corporate Governance Committee assists the Hawaiian Electric Board with its independence determinations.
For a director to be considered independent under NYSE listing standards 303A.01 and 303A.02, the Hawaiian Electric Board must determine that the director does not have any direct or indirect material relationship with Hawaiian Electric or its parent or subsidiaries apart from his or her service as a director. The NYSE listing standards also specify circumstances under which a director may not be considered independent, such as when the director has been an employee of the Company within the last three fiscal years, if the director has had certain relationships with the Company’s external or internal auditor within the last three fiscal years or when the Company has made or received payments for goods or services to or from entities with which the director or an immediate family member of the director has specified affiliations and the aggregate amount of such payments in any year within the last three fiscal years exceeds the greater of $1 million or 2% of such entity’s consolidated gross revenues for the last fiscal year.
The HEI Nominating and Corporate Governance Committee and the Hawaiian Electric Board considered the information below, which was provided by Hawaiian Electric directors and/or by HEI and its subsidiaries, concerning relationships between (i) Hawaiian Electric or its affiliates and (ii) the director, the director’s immediate family members or entities with which such directors or immediate family members have certain affiliations. Based on its consideration of the relationships described below and the recommendations of the HEI Nominating and Corporate Governance Committee, the Hawaiian Electric Board determined that all of the nonemployee directors of Hawaiian Electric (Messrs. Burke, Dahl, Johns, Kane, Kobayashi, Taketa and Watanabe) are independent. The remaining directors of Hawaiian Electric, Ms. Lau and Mr. Oshima, are employee directors and hence are not independent.

35



1.
With respect to Messrs. Johns, Kane, Taketa and Watanabe, 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. Johns, Kane, Taketa or Watanabe.
2.
With respect to Mr. Kane, 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 he served 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 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. Johns, Kane and Watanabe, 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 modest fees paid during the last three fiscal years by HEI and its subsidiaries for banking-related services to a bank where a relative of Mr. Johns is an executive. 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.
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.

36



ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Principal accountant fees
The following table sets forth the fees paid or payable to Deloitte & Touche LLP (Deloitte), Hawaiian Electric's independent registered public accounting firm for 2017, with comparative amounts for 2016 that were paid or payable to PricewaterhouseCoopers LLP (PwC), Hawaiian Electric’s former independent registered public accounting firm:
 
2017
2016
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)
$
1,375,000

 
$
1,304,000

Audit-related fees (primarily consisted of fees associated with the audit of the financial statements of certain employee benefit plans in 2016, agreed upon procedures in 2016 and 2017, and consultation on financial accounting and reporting standards and pre-implementation assessment of controls in 2017)
468,000

 
77,775

Tax fees (consisted of review of income tax returns ,  generation repair studies and tax compliance and technical support)

 
123,404

All other fees

 

 
$
1,843,000

 
$
1,505,179

Pre-Approval Policies
Pursuant to its charter, the Hawaiian Electric Audit Committee provides input to the HEI Audit Committee regarding pre-approval of all audit and permitted non-audit services of the independent registered public accounting firm engaged to audit the Consolidated Financial Statements with respect to Hawaiian Electric. The Hawaiian Electric Audit Committee may delegate this responsibility to one or more of its members, provided that such member or members report to the full committee at its next regularly scheduled meeting any such input provided to the HEI Audit Committee. The Hawaiian Electric Audit Committee has delegated such responsibility to its chairperson. With such input, the HEI Audit Committee pre-approved all of the audit and audit-related services reflected in the table above.



37



Appendix A

2017 Edison Electric Index (EEI) Peers for HEI Long-Term Incentive Plan
Relative Total Shareholder Return Metric
The EEI is an association of U.S. shareholder-owned electric companies that are representative of comparable investment alternatives to HEI. The EEI’s members serve virtually all of the ultimate customers in the shareholder-owned segment of the industry and represent approximately 70% of the U.S. electric power industry.
ALLETTE, Inc.
MDU Resources Group Inc.
Alliant Energy Corp.
MGE Energy Inc.
Ameren Corp.
NextEra Energy Inc.
American Electric Power Co.
NiSource Inc.
Avista Corp.
Northwestern Corp.
Black Hills Corp.
OGE Energy Corp.
Centerpoint Energy Inc.
Otter Tail Corp.
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
Unitil Corp.
Exelon Corp.
Vectren Corp.
FirstEnergy Corp.
WEC Energy Group Inc.
Great Plains Energy Inc.
Westar Energy Inc.
Hawaiian Electric Industries Inc.
Xcel Energy Inc.
IDACORP Inc.
 




38



Appendix B

Reconciliation of GAAP 1 to Non‑GAAP Measures
Hawaiian Electric reports its financial results in accordance with accounting principles generally accepted in the United States of America (GAAP). However, HEI and Hawaiian Electric management use certain non‑GAAP measures to evaluate the performance of HEI and its subsidiaries and Hawaiian Electric and its subsidiaries, respectively. Management believes these non‑GAAP measures provide useful information and are a better indicator of our core operating activities. Adjusted earnings and other financial measures as presented below may not be comparable to similarly titled measures used by other companies. The table below provides a reconciliation of GAAP earnings to non‑GAAP adjusted earnings for the Utilities and HEI.

Hawaiian Electric Company, Inc. and Subsidiaries
Hawaiian Electric Industries, Inc. and Subsidiaries
Unaudited
(in millions)
 
Years ended December 31
 
2017

2016

2015

2014

UTILITY NET INCOME
 
 
 
 
GAAP (as reported)
$
120.0

$
142.3

$
135.7

 
Excluding special items (after‑tax) for EICP and LTIP purposes:
 
 
 
 
Federal tax reform impacts 2

9.2



 
Non‑GAAP (adjusted) net income for 2017 EICP purposes
129.1



 
 
Excluding special items (after‑tax) for LTIP purposes only:
 
 
 
 
Rate adjustment mechanism reversion to lagged method 3

13.9

 
 
 
Costs related to the terminated merger with NextEra Energy

0.1

0.5

 
Costs related to the terminated LNG contract

2.1


 
PUC decoupling order imposing changes in Hawaiian Electric's RAM
7.7

7.7

7.7

 
Non‑GAAP (adjusted) net income for 2015-17 LTIP purposes
$
150.7

$
152.2

$
143.9



UTILITY RETURN ON AVERAGE COMMON EQUITY (%)
 
 
 
 
Based on GAAP
6.6

8.1

8.0

 
Based on non‑GAAP (adjusted) for 2015‑17 LTIP purposes
8.2

8.6

8.4

 
HEI CONSOLIDATED NET INCOME
 
 
 
 
GAAP (as reported)
$
165.3

$
248.3

$
159.9

$
168.1

Excluding special items (after‑tax) for LTIP purposes:
 
 
 
 
Federal tax reform and related impacts 2
14.2




Rate adjustment mechanism reversion to lagged method 3
13.9




(Income) expenses relating to terminated merger with NextEra Energy

(60.3
)
15.8

4.9

Costs related to the terminated LNG contract

2.1



PUC decoupling order imposing changes in Hawaiian Electric’s RAM
7.7

7.7

7.7


ASB Pension defeasement
0.7

0.3

0.4


Non‑GAAP (adjusted) net income for 2015‑17 LTIP purposes
$
201.7

$
198.0

$
183.8

$
173.0

HEI CONSOLIDATED BASIC EARNINGS PER SHARE
 
 
 
 
Based on GAAP
$
1.52

$
2.30

$
1.50

$
1.65

Based on non‑GAAP (adjusted) for 2015‑17 LTIP purposes
$
1.85

$
1.83

$
1.73

$
1.70

Note: Columns may not foot due to rounding.
1 Accounting principles generally accepted in the United States of America
2 Primarily reflects the impacts of lower rates enacted by federal tax reform on the deferred tax net asset balances
3 Reflects reversion of RAM to the lagged method of revenue recognition



39