0000354707 he:ElectricEnergySalesCommercialMember he:ElectricUtilitySegmentMember 2019-01-01 2019-09-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 FORM 10-Q
 
ý     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2019
 OR
o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Exact Name of Registrant as Specified in Its Charter Commission File Number I.R.S. Employer Identification No.
HAWAIIAN ELECTRIC INDUSTRIES, INC. 1-8503 99-0208097
and Principal Subsidiary
HAWAIIAN ELECTRIC COMPANY, INC. 1-4955 99-0040500
State of Hawaii
(State or other jurisdiction of incorporation or organization)
 
Hawaiian Electric Industries, Inc. – 1001 Bishop Street, Suite 2900, Honolulu, Hawaii96813
Hawaiian Electric Company, Inc. – 900 Richards1001 Bishop Street, Suite, 2500, Honolulu, Hawaii96813
(Address of principal executive offices and zip code)
 
Hawaiian Electric Industries, Inc. – (808) (808) 543-5662
Hawaiian Electric Company, Inc. – (808) (808) 543-7771
(Registrant’s telephone number, including area code) 
Not applicable900 Richards Street, Honolulu, Hawaii96813 - Hawaiian Electric Company, Inc. (Hawaiian Electric)
(Former name, former address and former fiscal year, if changed since last report)
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Hawaiian Electric Industries, Inc.Common Stock, Without Par ValueHE
New York Stock Exchange

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.
YesxNoo 
Hawaiian Electric Company, Inc.
YesxNoo
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.
YesxNoo 
Hawaiian Electric Company, Inc.
YesxNoo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Hawaiian Electric Industries, Inc.: Hawaiian Electric Company, Inc.: 
Large accelerated filerx
Smaller reporting companyLarge accelerated filerSmaller reporting company
Accelerated filerEmerging growth companyAccelerated filerEmerging growth company
Non-accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)
Large accelerated filer o
(Do not check if a smaller reporting company)
Accelerated filer o
Smaller reporting company o
Accelerated filer o
Smaller reporting company o
Non-accelerated filer o
Emerging growth company o
Non-accelerated filer  x
Emerging growth company o
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.o
 
Hawaiian Electric Company, Inc.o
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.
YesoNox 
Hawaiian Electric Company, Inc.
YesoNox
Securities registered pursuant to 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Hawaiian Electric Industries, Inc.Common Stock, Without Par ValueHENew York Stock Exchange
Hawaiian Electric Company, Inc.
Guarantee with respect to 6.50% Cumulative Quarterly Income Preferred Securities Series 2004 (QUIPSSM) of HECO Capital Trust III
HE PRUNew York Stock Exchange
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
Class of Common Stock Outstanding April 30,October 25, 2019
Hawaiian Electric Industries, Inc. (Without Par Value) 108,936,912 108,972,564
Shares
Hawaiian Electric Company, Inc. ($6-2/3 Par Value) 16,751,488
Shares (not publicly traded)
Hawaiian Electric Industries, Inc. (HEI) is the sole holder of Hawaiian Electric Company, Inc. (Hawaiian Electric) common stock.
This combined Form 10-Q is separately filed by HEI and Hawaiian Electric. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to the other registrant, except that information relating to Hawaiian Electric is also attributed to HEI.



Hawaiian Electric Industries, Inc. and Subsidiaries
Hawaiian Electric Company, Inc. and Subsidiaries
Form 10-Q—Quarter ended March 31,September 30, 2019
 
TABLE OF CONTENTS
 
Page No.  
 
 
   
  
 
   
  
  
  
  
  
   
  
  
  
  
  
  
 
  
  
  
 
 
   
  
 
 
 
 
 
 

i



Hawaiian Electric Industries, Inc. and Subsidiaries
Hawaiian Electric Company, Inc. and Subsidiaries
Form 10-Q—Quarter ended March 31,September 30, 2019
GLOSSARY OF TERMS
Terms Definitions
ADITAccumulated deferred income tax balances
AES Hawaii AES Hawaii, Inc.
AFUDC Allowance for funds used during construction
AOCI Accumulated other comprehensive income/(loss)
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
CBRE Community-based renewable energy
CIACContributions in aid of construction
CIP CT-1Campbell Industrial Park 110 MW combustion turbine No. 1
Company 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.; Pacific Current, LLC and its subsidiaries, Hamakua Holdings, LLC (and its subsidiary, Hamakua Energy, LLC) and Mauo Holdings, LLC (and its subsidiary, Mauo, LLC); and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.)
Consumer Advocate Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii
DERDistributed energy resources
D&O Decision and order from the PUC
DERDistributed 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
ECAC Energy cost adjustment clause
ECRC Energy cost recovery clause
EIP 2010 Equity and Incentive Plan, as amended and restated
EPA Environmental Protection Agency — federal
EPS Earnings per share
ERP/EAM Enterprise Resource Planning/Enterprise Asset Management
EVE Economic value of equity
Exchange Act Securities Exchange Act of 1934
FASB Financial Accounting Standards Board
FDIC Federal Deposit Insurance Corporation
federal U.S. Government
FHLB Federal Home Loan Bank
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
FRB Federal Reserve Board
GAAP Accounting principles generally accepted in the United States of America
GNMA Government National Mortgage Association
Hamakua EnergyHamakua 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.
Hawaii Electric Light Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc.

ii

GLOSSARY OF TERMS, continued

Terms Definitions
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, Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp. HECO Capital Trust III (unconsolidated financing subsidiary), Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp.
Hamakua EnergyHamakua 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. was canceled effective June 10, 2019.
HEI Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., ASB Hawaii, Inc., Pacific Current, LLC and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.)
HEIRSP Hawaiian Electric Industries Retirement Savings Plan
HELOC Home equity line of credit
HPOWER City and County of Honolulu with respect to a power purchase agreement for a refuse-fired plant
IPP Independent power producer
Kalaeloa Kalaeloa Partners, L.P.
kWh Kilowatthour/s (as applicable)
LTIP Long-term incentive plan
Maui Electric Maui Electric Company, Limited, an electric utility subsidiary of Hawaiian Electric Company, Inc.
Mauo Mauo, LLC, an indirect subsidiary of HEI
MPIR Major Project Interim Recovery
MSR Mortgage servicing right
MW Megawatt/s (as applicable)
NEMNet energy metering
NII Net interest income
NPBC Net periodic benefit costs
NPPC Net periodic pension costs
O&M Other operation and maintenance
OCC Office of the Comptroller of the Currency
OPEB Postretirement benefits other than pensions
Pacific Current Pacific Current, LLC, a wholly owned subsidiary of HEI and parent company of Hamakua Holdings, LLC and Mauo Holdings, LLC
PBR Performance-based regulation
PIMs Performance incentive mechanisms
PPA Power purchase agreement
PPAC Purchased power adjustment clause
PSIPsPower Supply Improvement Plans
PUC Public Utilities Commission of the State of Hawaii
PV Photovoltaic
RAM Rate adjustment mechanism
RBA Revenue balancing account
RFP Request for proposals
ROACE Return on average common equity
RORB Return on rate base
RPS Renewable portfolio standards
SEC Securities and Exchange Commission
See Means the referenced material is incorporated by reference
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
Trust III HECO Capital Trust III was canceled effective June 10, 2019.
Utilities Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited
VIE Variable interest entity
 

iii



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 future Federal government shutdowns, including the impact to our customers to pay their electric bills and/or bank loans and the impact on the state of Hawaii economy; 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; conflicts or other crisis; the effects of changes that have or may occur in U.S. policy, such as with respect to immigration and trade; terrorist acts; 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 or budget funding, monetary policy, trade policy and tariffs, and other policy and regulatory changes advanced or proposed by President Trump and his administration;
weather, natural disasters (e.g., hurricanes, earthquakes, tsunamis, lightning strikes, lava flows and the potentialincreasing effects of climate change, such as more severe storms, droughts, heat waves, and rising sea levels) and wildfires, including their impact on the Company’s and Utilities’ operations and the economy;
the timing, speed 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;sale, and the risks inherent in changes in the value of the Company’s pension liabilities, including changes driven by interest rates;
changes in laws, regulations (including tax regulations), market conditions, interest rates 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, as amended by the Economic Growth, Regulatory Relief and Consumer Protection Act;
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, the PUC’s April 2014 statement of its 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, 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) and energy cost recovery clauses (ECRC);
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 ability of the Utilities to recover increasing costs and earn a reasonable return on capital investments not covered by RAMs;
the ability of the Utilities to achieve performance incentive goals currently in place;
the impact from the PUC’s implementation of performance-based ratemaking for the Utilities pursuant to Act 005, Session Laws 2018, including the potential addition of new performance incentive mechanisms, third partythird-party proposals adopted by the PUC in its implementation of performance-based regulation (PBR), and the implications of not achieving performance incentive goals;
the impact of fuel price levels and volatility on customer satisfaction and political and regulatory support for the Utilities;

iv



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;

iv



the growing risk that energy production from renewable generating resources may be curtailed and the interconnection of additional resources will be constrained as more generating resources are added to the Utilities’ electric systems and as customers reduce their energy usage;
the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);
the 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 securitycybersecurity risks and the potential for cyber incidents, including potential incidents at HEI, its third-party vendors, and its subsidiaries (including at ASB branches and electric utility plants) and incidents at data processing centers used, to the extent not prevented by intrusion detection and prevention systems, anti-virus software, firewalls and other general IT controls;
failure in addressing issues in the stabilization of the Enterprise Resource Planning/Enterprise Asset Management (ERP/EAM) system implementation could adversely affect the Utilities’ ability to timely and accurately report financial information and make payments to vendors and employees;
failure to achieve cost savings consistent with the minimum $244$246 million in ERP/EAMEnterprise Resource Planning/Enterprise Asset Management
(ERP/EAM) project-related benefits (including $141$150 million in operation and maintenance (O&M) benefits) to be delivered to customers over its 12-year estimated useful life;
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 and its subsidiaries, including the adoption of new U.S. accounting standards, the potential discontinuance of regulatory accounting, the effects of potentially required consolidation of variable interest entities (VIEs), or required capital/finance lease or on-balance-sheet operating lease accounting for PPAs with IPPs;
downgrades by securities rating agencies in their ratings of the securities of HEI and Hawaiian Electric and their impact on 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 and/or mix, which may increase or decrease the required level of provision for loan losses, allowance for loan losses and charge-offs;
the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” in 2020, which may require an increase in the allowance for loan losses and result in more volatility in the provision for loan losses;
changes in ASB’s deposit cost or mix which may have an adverse impact on ASB’s cost of funds;
unanticipated changes from the expected discontinuance of LIBOR and the transition to an alternative reference rate, which may include adverse impacts to the Company’s cost of capital, loan portfolio and interest income on loans;
the final outcome of tax positions taken by HEI and its subsidiaries;
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);
the ability of the Company’s non-regulated subsidiary, Pacific Current, LLC (Pacific Current), to achieve its performance and growth objectives, which in turn could affect its ability to service its non-recourse debt;
the Company’s reliance on third parties and the risk of their non-performance;
the impact of activism that could delay the construction, or preclude the completion, of third-party or Utility projects that are required to meet electricity demand and RPS goals; and
other risks or uncertainties described elsewhere in this report and in other reports (e.g., “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K) previously and subsequently filed by HEI and/or Hawaiian Electric with the Securities and Exchange Commission (SEC).Commission.
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, Pacific Current 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.

v


PART II - OTHER INFORMATION

Item 1. Legal Proceedings
The descriptions of legal proceedings (including judicial proceedings and proceedings before the PUC and environmental and other administrative agencies) in HEI’s and Hawaiian Electric’s 2018 Form 10-K (see “Part I. Item 3. Legal Proceedings” and proceedings referred to therein) and this Form 10-Q (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 3 and 4 of the Condensed Consolidated Financial Statements) are incorporated by reference in this Item 1. With regard to any pending legal proceeding, alternative dispute resolution, such as mediation or settlement, may be pursued where appropriate, with such efforts typically maintained in confidence unless and until a resolution is achieved. Certain HEI subsidiaries (including Hawaiian Electric and its subsidiaries, ASB and Pacific Current and its subsidiaries) may also be involved in ordinary routine PUC proceedings, environmental proceedings and litigation incidental to their respective businesses.
Item 1A. Risk Factors
For information about Risk Factors, see pages 17 to 27 of HEI’s and Hawaiian Electric’s 2018 Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk” and the Condensed Consolidated Financial Statements herein. Also, see “Cautionary Note Regarding Forward-Looking Statements” on pages iv and v herein.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchases of HEI common shares were made on the open market during the first quarter of 2019 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
January 1 to 31, 2019 21,089 $36.27  NA
February 1 to 28, 2019 14,965 $37.94  NA
March 1 to 31, 2019 162,768 $39.97  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,” all of the 21,089 shares, 11,465 of the 14,965 shares and 141,978 of the 162,768 shares were purchased for the DRIP; none of the 21,089 shares, none of the 14,965 shares and 16,900 of the 162,768 shares were purchased for the HEIRSP; and the remainder was 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.


vi


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Hawaiian Electric Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (unaudited)
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in thousands, except per share amounts) 2019 2018 2019 2018 2019 2018
Revenues  
  
  
  
  
  
Electric utility $578,495
 $570,427
 $688,330
 $687,409
 $1,900,609
 $1,865,962
Bank 83,052
 75,419
 83,201
 80,496
 247,940
 233,019
Other 68
 28
 4
 143
 86
 218
Total revenues 661,615
 645,874
 771,535
 768,048
 2,148,635
 2,099,199
Expenses  
  
  
  
  
  
Electric utility 521,935
 519,058
 616,537
 613,373
 1,716,562
 1,685,413
Bank 56,930
 50,532
 54,240
 53,232
 171,605
 153,951
Other 4,813
 4,395
 3,450
 3,379
 12,589
 11,083
Total expenses 583,678
 573,985
 674,227
 669,984
 1,900,756
 1,850,447
Operating income (loss)  
  
  
  
  
  
Electric utility 56,560
 51,369
 71,793
 74,036
 184,047
 180,549
Bank 26,122
 24,887
 28,961
 27,264
 76,335
 79,068
Other (4,745) (4,367) (3,446) (3,236) (12,503) (10,865)
Total operating income 77,937
 71,889
 97,308
 98,064
 247,879
 248,752
Retirement defined benefits expense—other than service costs (763) (1,833) (648) (1,276) (2,172) (4,673)
Interest expense, net—other than on deposit liabilities and other bank borrowings (23,123) (21,518) (22,425) (22,523) (69,081) (66,042)
Allowance for borrowed funds used during construction 1,078
 1,444
 1,208
 1,006
 3,465
 3,815
Allowance for equity funds used during construction 2,910
 3,294
 3,250
 1,962
 9,335
 8,239
Income before income taxes 58,039
 53,276
 78,693
 77,233
 189,426
 190,091
Income taxes 11,878
 12,556
 14,803
 10,862
 36,390
 36,473
Net income 46,161
 40,720
 63,890
 66,371
 153,036
 153,618
Preferred stock dividends of subsidiaries 473
 473
 471
 471
 1,417
 1,417
Net income for common stock $45,688
 $40,247
 $63,419
 $65,900
 $151,619
 $152,201
Basic earnings per common share $0.42
 $0.37
 $0.58
 $0.61
 $1.39
 $1.40
Diluted earnings per common share $0.42
 $0.37
 $0.58
 $0.60
 $1.39
 $1.40
Weighted-average number of common shares outstanding 108,913
 108,818
 108,973
 108,879
 108,941
 108,847
Net effect of potentially dilutive shares 355
 206
 390
 176
 437
 243
Weighted-average shares assuming dilution 109,268
 109,024
 109,363
 109,055
 109,378
 109,090
 This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.



Hawaiian Electric Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Net income for common stock $45,688
 $40,247
 $63,419
 $65,900
 $151,619
 $152,201
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
Net unrealized gains (losses) on available-for-sale investment securities:  
  
  
  
  
  
Net unrealized gains (losses) on available-for-sale investment securities arising during the period, net of (taxes) benefits of $(3,455) and $4,867, respectively 9,439
 (13,297)
Net unrealized gains (losses) on available-for-sale investment securities arising during the period, net of (taxes) benefits of $(1,557), $1,876, $(10,194) and $8,335, respectively 4,253
 (5,123) 27,846
 (22,768)
Reclassification adjustment for net realized gains included in net income, net of taxes of $175, nil, $175, and nil, respectively (478) 
 (478) 
Derivatives qualifying as cash flow hedges:  
  
  
  
  
  
Unrealized interest rate hedging losses arising during the period, net of tax benefits of $140 and nil, respectively (403) 
Unrealized interest rate hedging losses arising during the period, net of tax benefits of $208, nil, $577 and nil, respectively (600) 
 (1,663) 
Retirement benefit plans:  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $870 and $1,792, respectively 2,503
 5,146
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $797 and $1,603, respectively (2,298) (4,622)
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $741, $1,832, $2,482 and $5,486, respectively 2,615
 5,259
 7,621
 15,755
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $865, $1,639, $2,459 and $4,916, respectively (2,493) (4,725) (7,089) (14,174)
Other comprehensive income (loss), net of taxes 9,241
 (12,773) 3,297
 (4,589) 26,237
 (21,187)
Comprehensive income attributable to Hawaiian Electric Industries, Inc. $54,929
 $27,474
 $66,716
 $61,311
 $177,856
 $131,014
 This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.



Hawaiian Electric Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited) 
(dollars in thousands) March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Assets  
  
  
  
Cash and cash equivalents $186,407
 $169,208
 $176,988
 $169,208
Accounts receivable and unbilled revenues, net 265,440
 325,672
 311,235
 325,672
Available-for-sale investment securities, at fair value 1,348,263
 1,388,533
 1,210,748
 1,388,533
Held-to-maturity investment securities, at amortized cost 140,203
 141,875
 132,704
 141,875
Stock in Federal Home Loan Bank, at cost 9,434
 9,958
 9,953
 9,958
Loans held for investment, net 4,803,883
 4,790,902
 5,031,296
 4,790,902
Loans held for sale, at lower of cost or fair value 8,136
 1,805
 17,115
 1,805
Property, plant and equipment, net of accumulated depreciation of $2,685,983 and $2,659,230 at March 31, 2019 and December 31, 2018, respectively 4,867,127
 4,830,118
Property, plant and equipment, net of accumulated depreciation of $2,762,118 and $2,659,230 at September 30, 2019 and December 31, 2018, respectively 5,006,394
 4,830,118
Operating lease right-of-use assets 241,486
 
 213,910
 
Regulatory assets 826,186
 833,426
 749,174
 833,426
Other 581,350
 530,364
 576,263
 530,364
Goodwill 82,190
 82,190
 82,190
 82,190
Total assets $13,360,105
 $13,104,051
 $13,517,970
 $13,104,051
Liabilities and shareholders’ equity  
  
  
  
Liabilities  
  
  
  
Accounts payable $195,538
 $214,773
 $189,244
 $214,773
Interest and dividends payable 33,711
 28,254
 32,338
 28,254
Deposit liabilities 6,205,659
 6,158,852
 6,196,223
 6,158,852
Short-term borrowings—other than bank 110,399
 73,992
 163,836
 73,992
Other bank borrowings 89,870
 110,040
 129,190
 110,040
Long-term debt, net—other than bank 1,880,339
 1,879,641
 1,885,454
 1,879,641
Deferred income taxes 375,330
 372,518
 393,140
 372,518
Operating lease liabilities 241,340
 
 213,166
 
Regulatory liabilities 953,219
 950,236
 963,740
 950,236
Defined benefit pension and other postretirement benefit plans liability 538,100
 538,384
 534,670
 538,384
Other 518,792
 580,788
 539,987
 580,788
Total liabilities 11,142,297
 10,907,478
 11,240,988
 10,907,478
Preferred stock of subsidiaries - not subject to mandatory redemption 34,293
 34,293
 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: 108,936,912 shares and 108,879,245 shares at March 31, 2019 and December 31, 2018, respectively 1,670,433
 1,669,267
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 108,972,564 shares and 108,879,245 shares at September 30, 2019 and December 31, 2018, respectively 1,676,411
 1,669,267
Retained earnings 554,451
 543,623
 590,651
 543,623
Accumulated other comprehensive loss, net of tax benefits (41,369) (50,610) (24,373) (50,610)
Total shareholders’ equity 2,183,515
 2,162,280
 2,242,689
 2,162,280
Total liabilities and shareholders’ equity $13,360,105
 $13,104,051
 $13,517,970
 $13,104,051
 This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.


Hawaiian Electric Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) 
 Common stock Retained 
Accumulated
other
comprehensive
   Common stock Retained 
Accumulated
other
comprehensive
  
(in thousands) Shares Amount Earnings income (loss) Total Shares Amount Earnings income (loss) Total
Balance, December 31, 2018 108,879
 $1,669,267
 $543,623
 $(50,610) $2,162,280
 108,879
 $1,669,267
 $543,623
 $(50,610) $2,162,280
Net income for common stock 
 
 45,688
 
 45,688
 
 
 45,688
 
 45,688
Other comprehensive loss, net of tax benefits 
 
 
 9,241
 9,241
Other comprehensive income, net of taxes 
 
 
 9,241
 9,241
Share-based expenses and other, net 58
 1,166
 
 
 1,166
 58
 1,166
 
 
 1,166
Common stock dividends (32¢ per share) 
 
 (34,860) 
 (34,860) 
 
 (34,860) 
 (34,860)
Balance, March 31, 2019 108,937
 $1,670,433
 $554,451
 $(41,369) $2,183,515
 108,937
 1,670,433
 554,451
 (41,369) 2,183,515
Net income for common stock 
 
 42,512
 
 42,512
Other comprehensive income, net of taxes 
 
 
 13,699
 13,699
Share-based expenses and other, net 35
 3,720
 
 
 3,720
Common stock dividends (32¢ per share) 
 
 (34,860) 
 (34,860)
Balance, June 30, 2019 108,972
 1,674,153
 562,103
 (27,670) 2,208,586
Net income for common stock 
 
 63,419
 
 63,419
Other comprehensive income, net of taxes 
 
 
 3,297
 3,297
Share-based expenses and other, net 1
 2,258
 
 
 2,258
Common stock dividends (32¢ per share) 
 
 (34,871) 
 (34,871)
Balance, September 30, 2019 108,973
 $1,676,411
 $590,651
 $(24,373) $2,242,689
Balance, December 31, 2017 108,788
 $1,662,491
 $476,836
 $(41,941) $2,097,386
 108,788
 $1,662,491
 $476,836
 $(41,941) $2,097,386
Net income for common stock 
 
 40,247
 
 40,247
 
 
 40,247
 
 40,247
Other comprehensive loss, net of tax benefits 
 
 
 (12,773) (12,773) 
 
 
 (12,773) (12,773)
Share-based expenses and other, net 53
 658
 
 
 658
 53
 658
 
 
 658
Common stock dividends (31¢ per share) 
 
 (33,741) 
 (33,741) 
 
 (33,741) 
 (33,741)
Balance, March 31, 2018 108,841
 $1,663,149
 $483,342
 $(54,714) $2,091,777
 108,841
 1,663,149
 483,342
 (54,714) 2,091,777
Net income for common stock 
 
 46,054
 
 46,054
Other comprehensive loss, net of tax benefits 
 
 
 (3,825) (3,825)
Share-based expenses and other, net 38
 2,752
 
 
 2,752
Common stock dividends (31¢ per share) 
 
 (33,740) 
 (33,740)
Balance, June 30, 2018 108,879
 1,665,901

495,656
 (58,539) 2,103,018
Net income for common stock 
 
 65,900
 
 65,900
Other comprehensive loss, net of tax benefits 
 
 
 (4,589) (4,589)
Share-based expenses and other, net 
 1,470
 
 
 1,470
Common stock dividends (31¢ per share) 
 
 (33,754) 
 (33,754)
Balance, September 30, 2018 108,879
 $1,667,371
 $527,802
 $(63,128) $2,132,045
 This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.



Hawaiian Electric Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
 Three months ended March 31 Nine months ended September 30
(in thousands) 2019 2018 2019 2018
Cash flows from operating activities  
  
  
  
Net income $46,161
 $40,720
 $153,036
 $153,618
Adjustments to reconcile net income to net cash provided by operating activities  
  
  
  
Depreciation of property, plant and equipment 57,435
 53,091
 172,307
 159,646
Other amortization 9,792
 8,745
 35,553
 31,473
Provision for loan losses 6,870
 3,541
 17,873
 12,337
Loans originated and purchased, held for sale (30,934) (36,409)
Loans originated, held for sale (190,700) (105,956)
Proceeds from sale of loans, held for sale 24,900
 33,114
 177,345
 109,335
Deferred income taxes (3,171) (2,889) 265
 10,823
Share-based compensation expense 2,162
 1,657
 8,142
 5,891
Allowance for equity funds used during construction (2,910) (3,294) (9,335) (8,239)
Other (3,482) 2,150
 (11,540) (4,524)
Changes in assets and liabilities  
  
  
  
Decrease (increase) in accounts receivable and unbilled revenues, net 57,949
 (7,829) 12,373
 (79,128)
Increase in fuel oil stock (37,574) (1,704) (3,438) (5,060)
Increase in regulatory assets (5,040) (16,900)
Increase in accounts, interest and dividends payable 10,413
 22,808
Decrease (increase) in regulatory assets 54,274
 (6,474)
Increase (decrease) in accounts, interest and dividends payable 215
 (7,122)
Change in prepaid and accrued income taxes, tax credits and utility revenue taxes (33,136) (29,842) (32,436) (32,006)
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability 3,220
 (390) (2,794) 7,517
Change in other assets and liabilities (25,486) (31,892) (39,712) 15,548
Net cash provided by operating activities 77,169
 34,677
 341,428
 257,679
Cash flows from investing activities  
  
  
  
Available-for-sale investment securities purchased (4,334) (88,403) (4,823) (190,411)
Principal repayments on available-for-sale investment securities 57,074
 51,895
 194,845
 168,334
Proceeds from sale of available-for-sale investment securities 19,810
 
Purchases of held-to-maturity investment securities 
 (62,096)
Principal repayments of held-to-maturity investment securities 1,681
 1,032
 9,183
 4,007
Purchase of stock from Federal Home Loan Bank (26,036) (2,853) (80,475) (9,933)
Redemption of stock from Federal Home Loan Bank 26,560
 2,400
 80,480
 11,480
Net increase in loans held for investment (19,804) (75,006) (258,064) (96,212)
Proceeds from sale of commercial loans 
 7,149
 
 7,149
Proceeds from sale of real estate acquired in settlement of loans 402
 589
Capital expenditures (120,424) (129,022) (332,273) (380,623)
Contributions to low income housing investments (1,627) (1,425) (5,612) (7,714)
Other 3,530
 2,593
 3,495
 14,258
Net cash used in investing activities (82,978) (231,051) (373,434) (541,761)
Cash flows from financing activities  
  
  
  
Net increase in deposit liabilities 46,807
 86,095
 37,371
 137,443
Net increase in short-term borrowings with original maturities of three months or less 11,407
 120,485
 64,844
 85,369
Net increase (decrease) in other bank borrowings with original maturities of three months or less 19,150
 (17,374)
Proceeds from issuance of short-term debt 25,000
 
 25,000
 
Net increase (decrease) in retail repurchase agreements (170) 11,946
Proceeds from other bank borrowings 644,000
 60,000
Repayments of other bank borrowings (664,000) (60,000)
Proceeds from issuance of long-term debt 550
 
 208,970
 100,000
Repayment of long-term debt and funds transferred for redemption of special purpose revenue bonds (204,278) (1,867)
Withheld shares for employee taxes on vested share-based compensation (996) (991) (997) (996)
Common stock dividends (34,860) (33,741) (104,591) (101,235)
Preferred stock dividends of subsidiaries (473) (473) (1,417) (1,417)
Other (4,257) (4,043) (4,266) (5,668)
Net cash provided by financing activities 23,008
 179,278
 39,786
 194,255
Net increase (decrease) in cash and cash equivalents 17,199
 (17,096) 7,780
 (89,827)
Cash and cash equivalents, beginning of period 169,208
 261,881
 169,208
 261,881
Cash and cash equivalents, end of period $186,407
 $244,785
 $176,988
 $172,054

This report shouldreport should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (unaudited)
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Revenues $578,495
 $570,427
 $688,330
 $687,409
 $1,900,609
 $1,865,962
Expenses  
  
  
  
  
  
Fuel oil 160,609
 166,968
 199,093
 206,551
 541,322
 545,236
Purchased power 134,445
 139,910
 175,037
 177,590
 472,336
 478,238
Other operation and maintenance 118,130
 107,610
 124,415
 113,553
 361,805
 333,805
Depreciation 53,947
 50,466
 53,935
 50,983
 161,795
 151,810
Taxes, other than income taxes 54,804
 54,104
 64,057
 64,696
 179,304
 176,324
Total expenses 521,935
 519,058
 616,537
 613,373
 1,716,562
 1,685,413
Operating income 56,560
 51,369
 71,793
 74,036
 184,047
 180,549
Allowance for equity funds used during construction 2,910
 3,294
 3,250
 1,962
 9,335
 8,239
Retirement defined benefits expense—other than service costs (703) (1,264) (723) (682) (2,127) (2,934)
Interest expense and other charges, net (17,986) (17,694) (17,429) (18,968) (53,945) (54,822)
Allowance for borrowed funds used during construction 1,078
 1,444
 1,208
 1,006
 3,465
 3,815
Income before income taxes 41,859
 37,149
 58,099
 57,354
 140,775
 134,847
Income taxes 9,234
 9,175
 10,822
 7,144
 27,800
 24,995
Net income 32,625
 27,974
 47,277
 50,210
 112,975
 109,852
Preferred stock dividends of subsidiaries 229
 229
 228
 228
 686
 686
Net income attributable to Hawaiian Electric 32,396
 27,745
 47,049
 49,982
 112,289
 109,166
Preferred stock dividends of Hawaiian Electric 270
 270
 270
 270
 810
 810
Net income for common stock $32,126
 $27,475
 $46,779
 $49,712
 $111,479
 $108,356
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.
HEI owns all of the common stock of Hawaiian Electric. Therefore, per share data with respect to shares of common stock of Hawaiian Electric are not meaningful.
Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Net income for common stock $32,126
 $27,475
 $46,779
 $49,712
 $111,479
 $108,356
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
Retirement benefit plans:  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $805 and $1,614, respectively 2,322
 4,653
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $797 and $1,603, respectively (2,298) (4,622)
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $874, $1,648, $2,484 and $4,945, respectively 2,519
 4,753
 7,162
 14,259
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $865, $1,639, $2,459 and $4,916, respectively (2,493) (4,725) (7,089) (14,174)
Other comprehensive income, net of taxes 24
 31
 26
 28
 73
 85
Comprehensive income attributable to Hawaiian Electric Company, Inc. $32,150
 $27,506
 $46,805
 $49,740
 $111,552
 $108,441
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(dollars in thousands, except par value) March 31, 2019
 December 31, 2018
 September 30, 2019 December 31, 2018
Assets  
  
  
  
Property, plant and equipment        
Utility property, plant and equipment  
  
  
  
Land $49,667
 $49,667
 $51,330
 $49,667
Plant and equipment 6,874,568
 6,809,671
 7,097,286
 6,809,671
Less accumulated depreciation (2,615,214) (2,577,342) (2,686,388) (2,577,342)
Construction in progress 247,317
 233,145
 226,556
 233,145
Utility property, plant and equipment, net 4,556,338
 4,515,141
 4,688,784
 4,515,141
Nonutility property, plant and equipment, less accumulated depreciation of $1,256 and $1,255 as of March 31, 2019 and December 31, 2018, respectively 6,960
 6,961
Nonutility property, plant and equipment, less accumulated depreciation of $110 and $1,255 as of September 30, 2019 and December 31, 2018, respectively 6,958
 6,961
Total property, plant and equipment, net 4,563,298
 4,522,102
 4,695,742
 4,522,102
Current assets  
  
  
  
Cash and cash equivalents 8,381
 35,877
 32,507
 35,877
Customer accounts receivable, net 137,413
 177,896
 163,093
 177,896
Accrued unbilled revenues, net 95,905
 121,738
 123,820
 121,738
Other accounts receivable, net 7,253
 6,215
 4,618
 6,215
Fuel oil stock, at average cost 116,498
 79,935
 84,543
 79,935
Materials and supplies, at average cost 56,584
 55,204
 60,810
 55,204
Prepayments and other 33,887
 32,118
 46,321
 32,118
Regulatory assets 72,018
 71,016
 32,951
 71,016
Total current assets 527,939
 579,999
 548,663
 579,999
Other long-term assets  
  
  
  
Operating lease right-of-use assets 221,261
 
 192,254
 
Regulatory assets 754,168
 762,410
 716,316
 762,410
Other 104,222
 102,992
 107,993
 102,992
Total other long-term assets 1,079,651
 865,402
 1,016,563
 865,402
Total assets $6,170,888
 $5,967,503
 $6,260,968
 $5,967,503
Capitalization and liabilities  
  
  
  
Capitalization  
  
  
  
Common stock ($6 2/3 par value, authorized 50,000,000 shares; outstanding 16,751,488 shares at March 31, 2019 and December 31, 2018) $111,696
 $111,696
Common stock ($6 2/3 par value, authorized 50,000,000 shares; outstanding 16,751,488 shares at September 30, 2019 and December 31, 2018) $111,696
 $111,696
Premium on capital stock 681,305
 681,305
 681,305
 681,305
Retained earnings 1,171,354
 1,164,541
 1,200,081
 1,164,541
Accumulated other comprehensive loss, net of tax benefits-retirement benefit plans 123
 99
Accumulated other comprehensive income, net of taxes-retirement benefit plans 172
 99
Common stock equity 1,964,478
 1,957,641
 1,993,254
 1,957,641
Cumulative preferred stock — not subject to mandatory redemption 34,293
 34,293
 34,293
 34,293
Long-term debt, net 1,337,016
 1,418,802
 1,322,255
 1,418,802
Total capitalization 3,335,787
 3,410,736
 3,349,802
 3,410,736
Commitments and contingencies (Note 3) 


 


 


 


Current liabilities  
  
  
  
Current portion of operating lease liabilities 61,269
 
 62,758
 
Current portion of long-term debt 81,957
 
 95,965
 
Short-term borrowings from non-affiliates 55,999
 25,000
 112,353
 25,000
Accounts payable 156,146
 171,791
 152,562
 171,791
Interest and preferred dividends payable 27,608
 23,215
 27,540
 23,215
Taxes accrued, including revenue taxes 193,334
 233,333
 204,839
 233,333
Regulatory liabilities 12,613
 17,977
 19,516
 17,977
Other 62,423
 60,003
 67,899
 60,003
Total current liabilities 651,349
 531,319
 743,432
 531,319
Deferred credits and other liabilities  
  
  
  
Operating lease liabilities 159,875
 
 128,812
 
Deferred income taxes 382,672
 383,197
 392,561
 383,197
Regulatory liabilities 940,606
 932,259
 944,224
 932,259
Unamortized tax credits 91,569
 91,522
 90,720
 91,522
Defined benefit pension and other postretirement benefit plans liability 503,404
 503,659
 500,186
 503,659
Other 105,626
 114,811
 111,231
 114,811
Total deferred credits and other liabilities 2,183,752
 2,025,448
 2,167,734
 2,025,448
Total capitalization and liabilities $6,170,888
 $5,967,503
 $6,260,968
 $5,967,503
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Common Stock Equity (unaudited)
 
 Common stock 
Premium
on
capital
 Retained 
Accumulated
other
comprehensive
   Common stock 
Premium
on
capital
 Retained 
Accumulated
other
comprehensive
  
(in thousands) Shares Amount stock earnings income (loss) Total Shares Amount stock earnings income (loss) Total
Balance, December 31, 2018 16,751
 $111,696
 $681,305
 $1,164,541
 $99
 $1,957,641
 16,751
 $111,696
 $681,305
 $1,164,541
 $99
 $1,957,641
Net income for common stock 
 
 
 32,126
 
 32,126
 
 
 
 32,126
 
 32,126
Other comprehensive income, net of taxes 
 
 
 
 24
 24
 
 
 
 
 24
 24
Common stock dividends 
 
 
 (25,313) 
 (25,313) 
 
 
 (25,313) 
 (25,313)
Balance, March 31, 2019 16,751
 $111,696
 $681,305
 $1,171,354
 $123
 $1,964,478
 16,751
 111,696
 681,305
 1,171,354
 123
 1,964,478
Net income for common stock 
 
 
 32,574
 
 32,574
Other comprehensive income, net of taxes 
 
 
 
 23
 23
Common stock dividends 
 
 
 (25,313) 
 (25,313)
Balance, June 30, 2019 16,751
 111,696
 681,305
 1,178,615
 146
 1,971,762
Net income for common stock 
 
 
 46,779
 
 46,779
Other comprehensive income, net of taxes 
 
 
 
 26
 26
Common stock dividends 
 
 
 (25,313) 
 (25,313)
Balance, September 30, 2019 16,751
 $111,696
 $681,305
 $1,200,081
 $172
 $1,993,254
Balance, December 31, 2017 16,142
 $107,634
 $614,675
 $1,124,193
 $(1,219) $1,845,283
 16,142
 $107,634
 $614,675
 $1,124,193
 $(1,219) $1,845,283
Net income for common stock 
 
 
 27,475
 
 27,475
 
 
 
 27,475
 
 27,475
Other comprehensive income, net of taxes 
 
 
 
 31
 31
 
 
 
 
 31
 31
Common stock dividends 
 
 
 (25,826) 
 (25,826) 
 
 
 (25,826) 
 (25,826)
Common stock issuance expenses 
 
 (8) 
 
 (8) 
 
 (8) 
 
 (8)
Balance, March 31, 2018 16,142
 $107,634
 $614,667
 $1,125,842
 $(1,188) $1,846,955
 16,142
 107,634
 614,667
 1,125,842
 (1,188) 1,846,955
Net income for common stock 
 
 
 31,169
 
 31,169
Other comprehensive income, net of taxes 
 
 
 
 26
 26
Common stock dividends 
 
 
 (25,826) 
 (25,826)
Balance, June 30, 2018 16,142
 107,634
 614,667
 1,131,185
 (1,162) 1,852,324
Net income for common stock 
 
 
 49,712
 
 49,712
Other comprehensive income, net of taxes 
 
 
 
 28
 28
Common stock dividends 
 
 
 (25,827) 
 (25,827)
Balance, September 30, 2018 16,142
 $107,634
 $614,667
 $1,155,070
 $(1,134) $1,876,237
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.




Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited) 
 Three months ended March 31 Nine months ended September 30
(in thousands) 2019 2018 2019 2018
Cash flows from operating activities  
  
  
  
Net income $32,625

$27,974
 $112,975

$109,852
Adjustments to reconcile net income to net cash provided by operating activities  

 
  

 
Depreciation of property, plant and equipment 53,947

50,466
 161,795

151,810
Other amortization 6,714

5,344
 21,476

19,823
Deferred income taxes (3,127)
(1,580) (1,386)
12,835
Allowance for equity funds used during construction (2,910)
(3,294) (9,335)
(8,239)
Other (1,817) 2,681
 (5,629) (1,952)
Changes in assets and liabilities  

 
  

 
Decrease (increase) in accounts receivable 37,163

(15,037) 14,337

(53,139)
Decrease in accrued unbilled revenues 25,833

7,419
Increase in accrued unbilled revenues (2,082)
(20,648)
Increase in fuel oil stock (36,564)
(1,850) (4,608)
(4,949)
Increase in materials and supplies (1,381)
(1,295) (5,606)
(4,110)
Increase in regulatory assets (5,040)
(16,900)
Increase (decrease) in accounts payable (927)
5,143
Decrease (increase) in regulatory assets 54,274

(6,474)
Decrease in accounts payable (9,261)
(8,712)
Change in prepaid and accrued income taxes, tax credits and revenue taxes (34,668)
(32,866) (32,094)
(37,137)
Increase (decrease) in defined benefit pension and other postretirement benefit plans liability 2,991

(938) (2,837)
5,888
Change in other assets and liabilities (3,423)
4,513
 (9,401)
38,874
Net cash provided by operating activities 69,416

29,780
 282,618

193,722
Cash flows from investing activities  
  
  
  
Capital expenditures (102,891) (110,127) (297,807) (310,369)
Other 794
 603
 2,662
 9,811
Net cash used in investing activities (102,097) (109,524) (295,145) (300,558)
Cash flows from financing activities  
  
  
  
Common stock dividends (25,313) (25,826) (75,939) (77,479)
Preferred stock dividends of Hawaiian Electric and subsidiaries (499) (499) (1,496) (1,496)
Proceeds from issuance of short-term debt 25,000
 
Proceeds from issuance of long-term debt 200,000
 100,000
Repayment of long-term debt and funds transferred for redemption of special purpose revenue bonds (201,546) 
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less 5,999
 116,984
 62,353
 80,914
Proceeds from other bank borrowings 25,000
 
Other (2) (33) 785
 (396)
Net cash provided by financing activities 5,185
 90,626
 9,157
 101,543
Net increase (decrease) in cash and cash equivalents (27,496) 10,882
Net decrease in cash and cash equivalents (3,370) (5,293)
Cash and cash equivalents, beginning of period 35,877
 12,517
 35,877
 12,517
Cash and cash equivalents, end of period $8,381
 $23,399
 $32,507
 $7,224
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2018 Form 10-K.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



Note 1 · Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing the unaudited condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. The accompanying unaudited condensed consolidated financial statements and the following notes should be read in conjunction with the audited consolidated financial statements and the notes thereto in HEI’s and Hawaiian Electric’s Form 10-K for the year ended December 31, 2018.
In the opinion of HEI’s and Hawaiian Electric’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments required by GAAP to fairly state consolidated HEI’s and Hawaiian Electric’s financial positions as of March 31,September 30, 2019 and December 31, 2018 and the results of their operations for the three and nine months ended September 30, 2019 and 2018 and cash flows for the threenine months ended March 31,September 30, 2019 and 2018. All such adjustments are of a normal recurring nature, unless otherwise disclosed below or in other referenced material. Results of operations for interim periods are not necessarily indicative of results for the full year.
Recent accounting pronouncements.
Leases. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 (ROU) 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 finance leases, a lessee is required to recognize interest on the lease liability separately from amortization of the ROU 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 adopted ASU No. 2016-02 on January 1, 2019 and used the effective date as the date of initial application. Consequently, financial information for dates and periods before January 1, 2019 will not be updated and the disclosures required under the new standard will not be provided (i.e., the Company will continue to report prior comparative periods presented in the financial statements in the period of adoption under Accounting Standards Codification (ASC) 840, including the required disclosures under ASC 840).
The most significant effect of the new standard relates to the recognition of new ROU assets and lease liabilities on the Company’s balance sheet for purchase power agreements and real estate operating leases. On adoption, the Company recognized lease liabilities of approximately $257 million for the Company and approximately $236 million for the Utilities ($215 million related to PPAs), based on the present value of the remaining minimum rental payments, with corresponding ROU assets for existing operating leases, under current leasing standards for existing operating leases.standards. In determining the lease liability upon transition, the Company used the incremental borrowing rates as of the adoption date based on the remaining lease term and remaining lease payments. See Note 6 for more information.
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 debt securities and purchased financial assets with credit deterioration. The other-than-temporary impairment model of accounting for credit losses on available-for-sale 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 available-for-sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists. The available-for-sale debt security model will also require the use of an allowance to record the estimated losses (and subsequent recoveries).
The accountingCompany has assembled a cross-functional team that continues to work through its implementation plan. The Company is in the final stages of validating and testing the models that will be used to calculate the credit loss reserve for the initial recognitionits loan portfolio and is conducting parallel runs of the estimated expected credit losses for purchased financial assets with credit deterioration would be recognized through anits new processes and controls. The 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).a material

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


estimate of the Company, and given the change from an incurred loss model to a methodology that considers the credit loss over the expected life of the loan, the Company believes that the allowance for loan losses for its loans held for investment will increase at the adoption date. The magnitude of the increase will depend on the composition, characteristics and quality of its loans and off balance sheet credit exposures as well as the prevailing economic conditions as of the adoption date. Based on its assessment, the Company does not expect that the new standard will have a material impact to the Utilities’ customer and other accounts receivables and accrued unbilled revenue. The Company will continue to make refinements to its credit loss model throughout the remainder of 2019 and plans to adopt ASU No. 2016-13 in the first quarter of 2020. The guidance is to be applied on a modified retrospective basis with the cumulative effect of initially applying the amendments recognized in retained earnings at the date of initial application. The Company has assembled a project team that meets regularly to evaluate the provisions of this ASU, identify additional data requirements necessary and determine an approach for implementation. The team has assigned roles and responsibilities and developed key tasks to complete and a general timeline to be followed. The Company is evaluating the effect that this ASU will have on the consolidated financial statements and disclosures. Economic conditionsapplication (January 1, 2020), and the compositionCompany expects the bank to remain well capitalized under the regulatory framework after the initial application of the Company’s loan portfolio at the time of adoption will influence the extent of the adopting accounting adjustment.ASU No. 2016-03.
Compensation-retirement benefits-defined benefit plansCodification Improvements.In August 2018,April 2019, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-ChangesNo. 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which is intended to clarify certain issues related to the Disclosure Requirementsaccounting for Defined Benefit Plans,” which makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. financial instruments.
With respect to Topic 326, Financial Instruments - Credit Losses, ASU No. 2019-04 allows entities to measure the allowance for credit losses on accrued interest receivable balances separately from other components of the amortized cost basis of associated financial assets, or to make an accounting policy election not to measure an allowance for credit losses on accrued interest receivable amounts if an entity writes off the uncollectible accrued interest receivable balance in a timely manner and makes certain disclosures. ASU No. 2019-04 also allows an entity to make an accounting policy election regarding the presentation and disclosure of accrued interest receivables and the related allowance for credit losses for those accrued interest receivables. ASU No. 2019-04 also clarifies certain issues related to transfers between classifications or categories for loans and debt securities, recoveries, variable interest rates and prepayments, vintage disclosures, and contractual extensions and renewal options.
With respect to Topic 815, Derivatives and Hedging, ASU No. 2019-04 provides amendments, among others, that address partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements.
With respect to Topic 825, Financial Instruments, ASU No. 2019-04 clarifies the scope of the guidance and disclosure requirements with respect to recognizing and measuring financial instruments.

The newamended guidance eliminates requirements for certain disclosures that are no longer considered cost beneficial and requires new ones that the FASB considers pertinent.in ASU No. 2018-14 is2019-04 will be effective for fiscal years endingand interim periods beginning after December 15, 2020.2019, with early adoption permitted. The Company plans to adopt ASU No. 2019-04 in the first quarter of 2020 and is currently evaluating the impact of the adoption of ASU No. 2018-14 on itsthe Company’s consolidated financial statement disclosures, but does not expect it to have a material impact.statements.
Reclassifications. Reclassifications made to prior year financial statements to conform to the 2019 presentation include classifying contributions in aid of construction with capital expenditures in the cash flows from investing activities section of the condensed consolidated statements of cash flows for HEI and Hawaiian Electric. In addition, prior period disclosure of proceeds and repayments of other bank borrowings and the net increase in retail repurchase agreements contained in the “Net cash provided by financing activities” section of the consolidated statements of cash flows have been combined to conform to the current period presentation.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 2 · Segment financial information
(in thousands)  Electric utility Bank Other Total Electric utility Bank Other Total
Three months ended March 31, 2019  
  
  
  
Three months ended September 30, 2019  
  
  
  
Revenues from external customers $578,482
 $83,052
 $81
 $661,615
 $688,299
 $83,201
 $35
 $771,535
Intersegment revenues (eliminations) 13
 
 (13) 
 31
 
 (31) 
Revenues $578,495
 $83,052
 $68
 $661,615
 $688,330
 $83,201
 $4
 $771,535
Income (loss) before income taxes $41,859
 $26,162
 $(9,982) $58,039
 $58,099
 $29,157
 $(8,563) $78,693
Income taxes (benefit) 9,234
 5,323
 (2,679) 11,878
 10,822
 6,269
 (2,288) 14,803
Net income (loss) 32,625
 20,839
 (7,303) 46,161
 47,277
 22,888
 (6,275) 63,890
Preferred stock dividends of subsidiaries 499
 
 (26) 473
 498
 
 (27) 471
Net income (loss) for common stock $32,126
 $20,839
 $(7,277) $45,688
 $46,779
 $22,888
 $(6,248) $63,419
Total assets (at March 31, 2019) $6,170,888
 $7,062,367
 $126,850
 $13,360,105
Three months ended March 31, 2018  
  
  
  
Nine months ended September 30, 2019  
  
  
  
Revenues from external customers $1,900,552
 $247,940
 $143
 $2,148,635
Intersegment revenues (eliminations) 57
 
 (57) 
Revenues $1,900,609
 $247,940
 $86
 $2,148,635
Income (loss) before income taxes $140,775
 $76,611
 $(27,960) $189,426
Income taxes (benefit) 27,800
 15,868
 (7,278) 36,390
Net income (loss) 112,975
 60,743
 (20,682) 153,036
Preferred stock dividends of subsidiaries 1,496
 
 (79) 1,417
Net income (loss) for common stock $111,479
 $60,743
 $(20,603) $151,619
Total assets (at September 30, 2019) $6,260,968
 $7,135,250
 $121,752
 $13,517,970
Three months ended September 30, 2018  
  
  
  
Revenues from external customers $687,396
 $80,496
 $156
 $768,048
Intersegment revenues (eliminations) 13
 
 (13) 
Revenues $687,409
 $80,496
 $143
 $768,048
Income (loss) before income taxes $57,354
 $26,831
 $(6,952) $77,233
Income taxes (benefit) 7,144
 5,610
 (1,892) 10,862
Net income (loss) 50,210
 21,221
 (5,060) 66,371
Preferred stock dividends of subsidiaries 498
 
 (27) 471
Net income (loss) for common stock $49,712
 $21,221
 $(5,033) $65,900
Nine months ended September 30, 2018  
  
  
  
Revenues from external customers $570,414
 $75,419
 $41
 $645,874
 $1,865,922
 $233,019
 $258
 $2,099,199
Intersegment revenues (eliminations) 13
 
 (13) 
 40
 
 (40) 
Revenues $570,427
 $75,419
 $28
 $645,874
 $1,865,962
 $233,019
 $218
 $2,099,199
Income (loss) before income taxes $37,149
 $24,500
 $(8,373) $53,276
 $134,847
 $77,845
 $(22,601) $190,091
Income taxes (benefit) 9,175
 5,540
 (2,159) 12,556
 24,995
 17,103
 (5,625) 36,473
Net income (loss) 27,974
 18,960
 (6,214) 40,720
 109,852
 60,742
 (16,976) 153,618
Preferred stock dividends of subsidiaries 499
 
 (26) 473
 1,496
 
 (79) 1,417
Net income (loss) for common stock $27,475
 $18,960
 $(6,188) $40,247
 $108,356
 $60,742
 $(16,897) $152,201
Total assets (at December 31, 2018) $5,967,503
 $7,027,894
 $108,654
 $13,104,051
 $5,967,503
 $7,027,894
 $108,654
 $13,104,051

 
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, LLC’s (Hamakua Energy’s) sales to Hawaii Electric Light (a regulated affiliate) are eliminated in consolidation.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Note 3 · Electric utility segment
HECO Capital Trust III. Trust III, a statutory trust, which was formed to effect the issuance of $50 million of cumulative quarterly income trust preferred securities in 2004 (2004 Trust Preferred Securities), hasand had at all times been a wholly-owned unconsolidated subsidiary of Hawaiian Electric. Trust III’s balance sheets as of March 31, 2019 and December 31, 2018 each consisted of $51.5 million of 2004 Debentures;Electric, redeemed $50 million of its outstanding 2004 Trust Preferred Securities;Securities and $1.5 million of trust common securities.securities on May 15, 2019. Subsequently, a Certificate of Cancellation of Statutory Trust was filed with the Delaware Secretary of State in order to cancel the Trust III, which became effective on June 10, 2019.
For the year-to-date period ending on the Trust’s cancellation date on June 10, 2019 and nine month ended September 30, 2018, Trust III’s income statements for the three months ended March 31, 2019 and 2018 consisted of $0.8$1.2 million and $2.5 million of interest income received from the 2004 Debentures; $0.8$1.2 million and $2.4 million of distributions to holders of the Trust Preferred Securities; $37,000 and $25,000$75,000 of common dividends on the trust common securities to Hawaiian Electric. On April 12, 2019, Trust III issued a conditional notice of redemption to the holders of the Trust’s outstanding 6.50% Series 2004 Trust Preferred Securities, indicating that it will be redeemed in whole on May 15, 2019.Electric, respectively.
Unconsolidated variable interest entities.
Power purchase agreements.  As of March 31,September 30, 2019, the Utilities had four4 PPAs for firm capacity (excluding the PGV PPA as PGV has been offline since May 2018 due to lava flow on Hawaii Island) and other PPAs with independent power producers (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 isare 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 three3 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 three3 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 condensed consolidated financial statements. Hamakua Energy is an indirect subsidiary of Pacific Current and is consolidated in HEI’s condensed consolidated financial statements.
For the other PPAs with 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 an obligation in the PPAs for the Utilities to absorb any variability of the IPPs, or the IPP was considered a “governmental organization,” and thus excluded from the scope of accounting standards for VIEs. TwoNaN 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 one1 or both of such IPPs in the unaudited condensed consolidated financial statements. The consolidation of any significant IPP could have a material effect on the unaudited condensed 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 to the IPP.
Commitments and contingencies.
Fuel Contractscontracts. The fuel contract entered into in January 2019, by the Utilities and PAR Hawaii Refining, LLC, for the Utilities' low sulfur fuel oil, high sulfur fuel oil, No. 2 diesel, and ultra-low sulfur diesel requirements was approved by the PUC, and became effective on April 28, 2019.2019 and terminates on December 31, 2022. The existing fuel contracts with Island Energy Services, LLC (IES), terminated on April 27, 2019, as agreed with IES under a mutual termination and release agreement entered into in November 2018.
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 rate increases. As of March 31, 2019, the Utilities recognized $17 million of revenues with respect to the Maui Electric 2018 rate case interim order. On March 18, 2019, the PUC issued a final order which resulted in a refund of approximately $0.5 million proposed to be returned to customers, starting June 2019.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Power purchase agreements.  Purchases from all IPPs were as follows:
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in millions) 2019 2018 2019 2018 2019 2018
Kalaeloa $40
 $40
 $58
 $62
 $159
 $154
AES Hawaii 32
 37
 38
 38
 102
 107
HPOWER 18
 15
 20
 19
 57
 51
Puna Geothermal Venture 
 11
 
 
 
 15
Hamakua Energy 16
 7
 17
 17
 51
 39
Wind IPPs 20
 22
 30
 31
 73
 84
Solar IPPs 7
 6
 11
 8
 26
 22
Other IPPs 1
 1
 2
 2
 2
 4
 6
Total IPPs $134
 $140
 $176
 $177
 $472
 $478
 
1 
Includes hydro power and other PPAs
Kalaeloa Partners, L.P.  Under a 1988 PPA, as amended, Hawaiian Electric is committed to purchase 208 MW of firm capacity from Kalaeloa. Hawaiian Electric and Kalaeloa are currently 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. Hawaiian Electric and Kalaeloa have agreed that neither party will terminate the PPA (which has been subject to automatic extension on a month-to-month basis) prior to OctoberJuly 31, 2019,2020, to allow for a negotiated resolution and PUC approval.
AES Hawaii, Inc. Under a PPA entered into in March 1988, as amended (through Amendment No. 2) for a period of 30 years ending September 2022, Hawaiian Electric agreed to purchase 180 MW of firm capacity from AES Hawaii. Hawaiian Electric and AES Hawaii have been in dispute over an additional 9 MW of capacity. In February 2018, Hawaiian Electric reached agreement with AES Hawaii on an amendment to the PPA. However, in June 2018, the PUC issued an order suspending review of the amendment pending a DOHDepartment of Health of the State of Hawaii (DOH) decision on AES’AES Hawaii’s request for approval of its Emission Reduction Plan and partnership with Hawaiian Electric. If approved by the PUC, the amendment will resolve AES Hawaii’s claims related to the additional capacity.
Hu Honua Bioenergy, LLC (Hu Honua). In May 2012, Hawaii Electric Light signed a PPA, which the PUC approved in December 2013, with Hu Honua for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii. Under the terms of the PPA, the Hu Honua plant was scheduled to be in service in 2016. However, Hu Honua encountered construction and litigation delays, which resulted in 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, which becomes effective once the PUC’s order is final and non-appealable. In August 2017, the PUC’s approval was appealed by a third party. The appealOn May 10, 2019, the Hawaii Supreme Court issued a decision remanding the matter to the PUC for further proceedings consistent with the court’s decision which must include express consideration of Green House Gas emissions that would result from approving the PPA, whether the cost of energy under the PPA is still pending.reasonable in light of the potential for GHG emissions, and whether the terms of the PPA are prudent and in the public interest, in light of its potential hidden and long-term consequences. On June 20, 2019, the PUC issued an order reopening the docket for further proceedings. On September 29, 2019, the PUC issued an order setting the procedural schedule for the matter. Pre-hearing matters will be conducted through February 3, 2020. Thereafter, the PUC will set the date for an evidentiary hearing and post-hearing briefing. Hu Honua expects to complete construction of the plant by the end of September 2019, and begin commissioning activities in the fourth quarter of 2019.
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 cap on cost recovery as well as a requirement that the Utilities achieve future cost savings consistent with a minimum of $244 million in ERP/EAM project-related benefits to be delivered to customers over the system’s 12-year service life.
The ERP/EAM Implementation Project went live in October 2018. In the Hawaiian Electric 2017 rate case, a settlement agreement approved by the PUC included authorization for the deferred project costs to accrue a return at 1.75% after the project went into service and until the deferred project costs are included in rate base, and for amortization of the deferred costs to not begin until the amortization expense is incorporated in rates and the unamortized deferred project costs are included in rate base. As of March 31,September 30, 2019, the total deferred project costs and accrued carrying costs after the project went into service amounted to $58.7$59.1 million.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


In February 2019, the PUC approved a methodology for passing the future cost saving benefits of the new ERP/EAM system to customers developed by the Utilities in collaboration with the Consumer Advocate. The minimum of $244 million in customerUtilities filed a benefits to be delivered over the 12-year service life is comprised of $141clarification document on June 10, 2019, reflecting $150 million in future net O&M expense reductions and cost avoidance, and $103$96 million in future cost avoidance related to capital cost reductions and tax cost. Thesavings over the 12-year service life. To the extent the reduction in O&M expense relates to amounts reflected in electric rates, the Utilities are requiredwould reduce future rates for such amounts. As of September 30, 2019, the Utilities recorded a total of $1.4 million as a regulatory liability for amounts to filebe returned to customers for reduction in O&M expense included in rates.
On September 13, 2019, the Utilities filed their Semi-Annual Enterprise System Benefits Clarification filing byReport for the period January 1 through June 3,30, 2019. In October 2019, the PUC approved the Utilities and the Consumer Advocate’s Stipulated Performance Metrics and Tracking Mechanism.
West Loch PV Project. In June 2017, the PUC approved the expenditure of funds for Hawaiian Electric to build, own and operate a utility-owned, grid-tied 20-MW (ac) solar facility on property owned by the Department of the Navy, including a proposed project cost cap of $67 million and a performance guarantee to provide energy at 9.56 cents/kWh or less to the system.
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 major project interim recovery (MPIR) adjustment mechanism. (See “Decoupling” section below for MPIR guidelines and cost recovery discussion.) Hawaiian Electric has provided supplemental materials, 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 6, 2017. The EPC contract includes the cost of the solar panels for the project, which is not subject to modification due to any tariffs that may be imposed under the current photovoltaic (PV) cell and module import tariffs. Construction of the facility began in the second quarter of 2018, and the facility is expected to be placed in service in the third quarter ofNovember 2019. Project costs incurred as of March 31,September 30, 2019 amounted to $44.2$49.3 million.
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 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 Environmental Protection Agency (EPA) has since identified environmental impacts in the subsurface soil at the Site. In cooperation with the Hawaii Department of Health and EPA, Maui Electric further investigated the Site and the Adjacent Parcel to determine the extent of impacts of polychlorinated biphenyls (PCBs), residual fuel oils and other subsurface contaminants. Maui Electric has a reserve balance of $2.7 million as of March 31,September 30, 2019, representing the probable and reasonably estimable cost for remediation of the Site and the Adjacent Parcel; however, final costs of remediation will depend on cleanup approach implemented.
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 the costs of investigation and cleanup of PCB contamination in sediment in the area offshore of the Waiau Power Plant as part of the Pearl Harbor Superfund Site. Hawaiian Electric was also required by the EPA to assess potential sources and extent of PCB contamination onshore at Waiau Power Plant.
As of March 31,September 30, 2019, the reserve account balance recorded by Hawaiian Electric to address the PCB contamination was $4.7$4.4 million. The reserve balance represents the probable and reasonably estimable cost for the onshore investigation and the remediation of PCB contamination in the offshore sediment. The final remediation costs will depend on the assessment of potential onshore source control requirements for onshore sediment and actual offshore cleanup costs.
Regulatory proceedings
Decoupling. Decoupling is a regulatory model that is intended to provide the Utilities with financial stability and facilitate meeting the State of Hawaii’s goals to transition to a clean energy economy and achieve an aggressive renewable portfolio standard. The decoupling mechanism has the following major components: (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) RAM revenues for escalation in certain O&M expenses and rate base changes,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


(3) MPIR component, (4) performance incentive mechanisms (PIMs), and (5) an earnings sharing mechanism, which would provide for a reduction of revenues between rate cases in the event the utility exceeds the return on average common equity

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


(ROACE) allowed in its most recent rate case. Under the decoupling mechanism, triennial general rate cases are required. On March 29, 2019, the Utilities filed the 2019 annual filing which is subject to PUC review.
Rate adjustment mechanism. The RAM is based on the lesser of: a) an inflationary adjustment for certain O&M expenses and return on investment for certain rate base changes, or b) cumulative annual compounded increase in Gross Domestic Product Price Index applied to annualized target revenues (the RAM Cap). Annualized target revenues reset upon the issuance of an interim or final decision and order (D&O) in a rate case.
The RAM Cap impacted Each of the Utilities' recovery of capital investments as follows:
Hawaiian Electric'sUtilities’ RAM revenues were limited to thewas below its respective RAM Cap in 2018.
Maui Electric's2019. The 2019 RAM also incorporated additional amortization of the regulatory liability associated with certain excess deferred taxes resulting from the 2017 Tax Cuts and Jobs Act decrease in tax rates. The reduction in the RAM revenues were belowwill be counterbalanced by the RAM Cap in 2018.
Hawaii Electric Light’s RAM revenues were limited to the RAM Cap in 2018.lower income tax expense and, therefore, will have no net income impact.
Major project interim recovery. On April 27, 2017, the PUC issued an order that provided guidelines for interim recovery of revenues to support major projects placed in service between general rate cases.
The PUC approved recovery of capital costs under the MPIR for Schofield Generating Station, which increased revenues in 2018 by $3.6 million and will beare being collected in customer bills beginning in June 2019. In February 2019, Hawaiian Electric submitted an MPIR filing of $19.8 million for 2019 (which accrued effective January 1, 2019) that included the 2019 return on project amount (up to the capped amount) in rate base, depreciation and incremental O&M expenses, for collection from June 2020 through May 2021. The PUC has also indicated that it intends to approve MPIR for the West Loch PV Project.
Performance incentive mechanisms. The PUC has orderedestablished the following PIMs.PIMs:
Service Quality performance incentives are measured on a calendar-year basis. The PIM tariff requires the performance targets, deadbands and the amount of maximum financial incentives used to determine the PIM financial incentive levels for each of the PIMs to be re-determined upon issuance of an interim or final order in a general rate case for each utility.
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 approved rate base (or maximum penalties of approximately $6.7 million - for both indices 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 approved rate base (or maximum penalties or incentives of approximately $1.3 million - in total for the three utilities).
TheIn 2018, the Utilities accrued $2.1 million in estimated penalties for service reliability net of call center performance incentives for 2018. As a result of a PUC order denying the exclusion of the impact of a specific project on the service reliability performance, in May 2019, Hawaiian Electric accrued an additional $1.3 million in service reliability penalties related to 2018. The net service quality performance penalties forrelated to 2018 which will bewere reflected in the 2019 annual decoupling filing and will reduce customer rates in the period June 1, 2019 through May 31, 2020.
ProcurementIn May 2019, the Utilities filed an application for approval to, among other things, modify the measurement of low-cost variable renewable resources throughperformance for the requestSystem Average Interruption Duration and Frequency Indexes, adjust the PIM targets, deadbands, and financial incentive levels for proposal process in 2018 measured by comparisoneach of the procurement price to target prices. The incentive isPIMs upon issuance of a percentage offinal order in a general rate case, and adjust the savings determined by comparing procured price to a target of 11.5 cents per kilowatt-hourcall center performance PIM level for renewable projects with storage capability and 9.5 cents per kilowatt-hour for energy-only renewable projects. For PPAs filed by December 31, 2018 and subsequently approved by the PUC, the incentive is 20% of the savings, with a cap of $3.5 million for the three utilities in total. For PPAs filed in January, February, and March 2019 and subsequently approved by the PUC, scaled incentives are 15%, 10% and 5%, respectively, of the savings for PPAs, with a cap of $3 million for the three utilities in total. There are no penalties. On March 25, 2019, the PUC approved six contracts, which were filed by December 31, 2018 and qualified for incentives. Half of the incentive is earned upon PUC approval of the contact and the other half is eligible to be earned in the year following the in-service date of the projects. The Utilities accrued $1.7 million in incentives in March 2019.Hawaii Electric Light.
Procurement of low-cost variable renewable resources through the request for proposal process in 2018 is measured by comparison of the procurement price to target prices. The incentive is a percentage of the savings determined by comparing procured price to a target of 11.5 cents per kilowatt-hour for renewable projects with storage capability and 9.5 cents per kilowatt-hour for energy-only renewable projects. For PPAs filed by December 31, 2018 and subsequently approved by the PUC, the incentive is 20% of the savings, with a cap of $3.5 million for the three utilities in total. For PPAs filed in January, February, and March 2019 and subsequently approved by the PUC, scaled incentives are 15%, 10% and 5%, respectively, of the savings for PPAs, with a cap of $3 million for the three utilities in total. There are 0 penalties. On March 25, 2019, the PUC approved 6 contracts, which were filed by December 31, 2018 and qualified for incentives. A seventh contract, which was filed in February 2019 and approved in August 2019, also qualified for incentives. Half of the incentive is earned upon PUC approval of the contract and the other half is eligible to be earned in the year following the in-service date of the projects. The Utilities accrued $1.7 million

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


in incentives in March 2019, which were reflected in the 2019 annual decoupling filing and will be recovered in rates in the period June 1, 2019 through May 31, 2020.
On October 9, 2019, the PUC issued an order establishing PIMs for the Utilities with regards to the Variable Renewable Dispatchable Generation and Energy Storage requests for proposals (RFPs) as well as the Delivery of Grid Services via Customer-sited Distributed Energy Resources RFPs, that were issued on August 22, 2019 for Oahu, Maui and Hawaii island. The order establishes pricing thresholds, timelines to complete contracting, and other performance criteria for the performance incentive eligibility. The PIMs provide incentives only without penalties. The earliest the Utilities would be eligible for a PIM pursuant to this order is upon PUC approval of executed contracts resulting from the Phase 2 RFPs. The order requires contracts under the Grid Service RFP be filed for approval by May 2020, and by September 2020 under the Renewable RFPs. There is no set time period for approval. The Utilities filed a motion for reconsideration and/or clarification regarding the order on October 21, 2019, relating to certain design aspects and eligibility criteria for the PIMs.
Annual decoupling filings. The Utilities filed annual decoupling filings on March 29, 2019, which are subject to PUC review. The net annual incremental amounts proposedapproved to be collected (refunded) from June 1, 2019 through May 31, 2020 are as follows:
(in millions) Hawaiian Electric Hawaii Electric Light Maui Electric
2019 Annual incremental RAM adjusted revenues $14.0
 $3.5
 $3.3
Annual change in accrued RBA balance as of December 31, 2018 (and associated revenue taxes) $(12.2) $(1.9) $0.8
2017 Tax Act Adjustment*
 $
 $
 $2.8
Performance Incentive Mechanism $0.1
 $
 $(0.4)
Net annual incremental amount to be collected under the tariffs $1.9
 $1.6
 $6.5
(in millions) Hawaiian Electric Hawaii Electric Light Maui Electric Total
2019 Annual incremental RAM adjusted revenues, net of changes in Tax Act adjustment* $6.5
 $1.1
 $5.4
 $13.0
Annual change in accrued RBA balance as of December 31, 2018 (and associated revenue taxes) which incorporates MPIR recovery (12.2) (2.0) 0.8
 (13.4)
Performance Incentive Mechanisms (net) (1.3) 
 (0.4) (1.7)
Net annual incremental amount to be collected (refunded) under the tariffs $(7.0) $(0.9) $5.8
 $(2.1)
*   Maui Electric incorporated a $2.8 million adjustment into its 2018 annual decoupling filing to incorporate the impact of the lower corporate income tax rate and the exclusion of the domestic production activities deduction, as a result of theThe 2017 Tax Cuts and Jobs Act (the Tax Act). This item had two incremental impacts in 2019. First, the 2019 RAM calculation for all of the Utilities incorporated additional amortization of the regulatory liability associated with certain deferred taxes. Secondly, Maui Electric incorporated a $2.8 million adjustment in its 2018 annual decoupling filing related to the Tax Act which is not recurring in 2019, therefore it is shown on this schedule of incremental changes as in increase.2019.
Performance-based regulation proceeding. On April 18, 2018, the PUC issued an order, instituting a proceeding to investigate performance-based regulation (PBR). The PUC intends to provide a forum to collaboratively develop modifications or new components to better align utility and customer interests. The PUC stated that PBR seeks to utilize both revenue adjustment mechanisms and performance mechanisms to more strongly align utilities’ incentives with customer interests.
The order stated that, in general, the PUC is interested in ratemaking elements and/or mechanisms that result in:
Greater cost control and reduced rate volatility;
Efficient investment and allocation of resources regardless of classification as capital or operating expense;
Fair distribution of risks between utilities and customers; and
Fulfillment of State policy goals.
Through this investigation, the PUC intends to: (1) identify specific areas of utility performance that should be improved; (2) determine appropriate metrics for measuring successful outcomes in those areas; and (3) establish reasonable financial rewards and/or penalties that are sufficient to incent the utility to achieve those outcomes.
The proceeding has two phases. Phase 1 examinesexamined the current regulatory framework and identifiesidentified those areas of utility performance that are deserving of further focus in Phase 2. In May 2019, the PUC issued an order concluding Phase 1, which established guiding principles, regulatory goals, and priority outcomes to guide the development of the PBR mechanisms in Phase 2. The PUC provided staff reports toidentified the parties, held technical workshops andfollowing guiding principles, which will inform the parties filed briefs on: 1) goals and outcomes and 2) assessmentdevelopment of the existingPBR framework: 1) a customer-centric approach, 2) administrative efficiency to reduce regulatory frameworkburdens; and 3) metrics.utility financial integrity to maintain the utility’s financial health. Priority goals (and priority outcomes) identified by the PUC staff issuedwere: enhance customer experience (affordability, reliability, interconnection experience, and customer engagement), improve utility performance (cost control, distributed energy resources (DER) asset effectiveness, and grid investment efficiency), and advance societal outcomes (capital formation, customer equity, greenhouse gas reduction, electrification of transportation, and resilience).
The order also outlined the PUC’s vision of a comprehensive PBR framework that would be further developed in Phase 1 proposal,2. The framework envisioned would include 1) a five-year multi-year rate plan with an index-driven annual revenue adjustment based on an inflation factor, an X-factor which would encompass productivity, a Z-factor to account for exceptional circumstances not in the utility’s control and parties filed statementsa customer dividend, 2) a symmetric earnings sharing mechanism that would help ensure that utility earnings do not excessively benefit or suffer from external factors outside of position on March 8, 2019utility control or unforeseen results of regulatory mechanisms, 3) off-ramp provisions, 4) continuation of the RBA, MPIR adjustment mechanism, the pension and reply statements of position on April 5, 2019. A PUC decision on Phase 1 is pending. Phase 2 will address designOPEB tracking mechanism, and implementationother recovery mechanisms, and 5) a portfolio of performance incentive mechanisms revenue adjustmentfor customer engagement and DER asset effectiveness (rewards only), and interconnection experience (both rewards and penalties), in addition to scorecards to track progress against targeted performance levels, shared savings mechanisms to apportion savings to the utility and other regulatory reforms. 
Performance-based ratemaking legislation. On April 24, 2018, Act 005, Session Laws 2018 was signed into law, which establishes performance metrics that the PUC shall consider while establishing performance incentivescustomers, and penalty mechanisms under a performance-based ratemaking model. The law requires that the PUC establish these performance-based ratemaking mechanisms on or before January 1, 2020. The PUC opened a proceeding on April 18, 2018. See “Performance-based regulation proceeding” above.
Most recent rate proceedings.
Hawaiian Electric consolidated 2014 and 2017 test year rate cases. On February 16, 2018, Hawaiian Electric implemented an interim increase of $36 million. On April 13, 2018, Hawaiian Electric implemented an additional interim rate adjustment to adjust rates for the impact of the Tax Act.
On June 22, 2018, the PUC issued its Final D&O, approving final rate relief of a $37.7 million increase before the Tax Act impact reduction of $38.3 million, based on an ROACE of 9.5% and an overall rate of return of 7.57%. The PUC indicated that a revised ECRC mechanism shall reflect a 98%/2% fossil fuel generation cost risk-sharing split between ratepayers and Hawaiian Electric, with an annual maximum increase or decrease to revenues of $2.5 million for the utility. On December 7, 2018, the PUC approved the ECRC tariff, consistent with the rate case order, with an effective date of January 1, 2019.
Hawaiian Electric 2020 test year rate case. On April 26, 2019, Hawaiian Electric filed a notice that it intends to file an application for a general rate increase after June 30, 2019, but not later than September 30, 2019, based on a 2020 calendar year test period.reported metrics.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


The Phase 2 schedule includes working group meetings through the first half of 2020, followed by statements of positions, evidentiary hearing in October 2020 and anticipated decision in December 2020.
Most recent rate proceedings.
Hawaiian Electric 2020 test year rate case. On August 21, 2019, Hawaiian Electric filed an application for a general rate increase for its 2020 test year rate case, requesting an increase of $77.6 million over revenues at current effective rates (for a 4.1% increase in revenues), based on an 8% rate of return (which incorporates a ROACE of 10.5%). In September 2019, the PUC issued an order ruling that Hawaiian Electric’s application was complete as of the date of filing. It also ordered that an outside consultant, selected by the PUC, would independently conduct a management audit of Hawaiian Electric. The PUC expects the audit to conclude in May 2020. 
Maui Electric consolidated 2015 and 2018 test year rate cases. On August 9, 2018, the PUC approved an interim rate increase based on a stipulated settlement, that included the effects of the 2017 Tax Act, between Maui Electric and the Consumer Advocate. On March 18, 2019, the PUC issued its D&O that approved, with certain modifications, the stipulated settlement, which addressed all issues in the rate case, and directed the utility to file tariffs and rate schedules reflecting the provisions of the D&O. The D&O stated that a revised ECRC mechanism would replace the ECAC and effectuate the removal of the recovery of fuel and purchased power from base rates. It also stated that the ECRC shall reflect a 98%/2% fossil fuel generation cost risk-sharing split between ratepayers and Maui Electric, with an annual maximum increase or decrease to revenues to $0.6 million for the utility.case.
On April 17, 2019, Maui Electric filed proposedRevised tariffs with an effective date of June 1, 2019, and rate schedules reflecting a final increase of $12.2 million over revenues at current effective rates based on the approved 7.43% rate of return (which incorporates a ROACE of 9.5% and a capital structure that includes a 57% common equity capitalization) on a $454 million rate base. Upon the approval of thebase became effective on June 1, 2019. Maui Electric’s ECRC tariff, Maui Electric will file revised tariffs to rebalance rates resulting fromin the recovery of all fuel and purchased energy through the ECRC and the removal of the recovery of these costs from base rates.rates, became effective on September 1, 2019. The ECRC reflects a 98%/2% fossil fuel generation cost risk-sharing split between ratepayers and Maui Electric, with an annual maximum increase or decrease to revenues to $0.6 million for the utility.
Hawaii Electric Light 2016 and 2019 test year rate casescase. In August 2017, the PUC issued an order granting an interim rate increase of $9.9 million based on the Stipulated Settlement Letter of Hawaii Electric Light and the Consumer Advocate filed on July 11, 2017 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. On May 1, 2018, Hawaii Electric Light implemented an interim rate reduction of $9.9 million which was primarily to incorporate the effects of the Tax Act. On June 29, 2018, the PUC issued its Final D&O, approving the rates implemented in the interim rate reduction. On January 15, 2019, the PUC approved the ECRC tariff with an effective date of February 1, 2019.
On December 14, 2018, Hawaii Electric Light filed an application for a general rate increase for its 2019 test year rate case, requesting an increase of $13.4 million over revenues at current effective rates (for a 3.4% increase in revenues), based on an 8.3% rate of return (which incorporates a ROACE of 10.5%).
On September 24, 2019, Hawaii Electric Light and the Consumer Advocate (Parties) filed a Stipulated Partial Settlement Letter which documented agreements reached with the Consumer Advocate on all of the issues in the proceeding except for the ROACE, capital structure, amortization period for the state investment tax credit (ITC), and symmetric or asymmetric automatic annual target heat rate adjustment. On October 1, 2019, the Parties filed separate statements of probable entitlement, proposing the amount of interim revenue increase according to their respective proposed ROACE based on the scenario which excludes Hu Honua from the 2019 test year revenue requirement. In Hawaii Electric Light’s Statement of Probable Entitlement, the utility requested the PUC to issue an interim D&O by November 13, 2019, approving the interim rate increase of $2.79 million over revenues at current effective rates, based on a ROACE of 9.50% for interim only, an adjusted capitalization structure consisting of a 58% equity ratio, a 40-year amortization of state ITC and the proposed tariff changes to be effective on November 21, 2019. Hawaii Electric Light requested final increase in revenues be based on a ROACE of 10.50% for its 2019 test year.
Hawaii Electric Light filed rebuttal testimonies on October 9, 2019, which addressed the unresolved issues between Hawaiian Electric and the Consumer Advocate and responded to the Participants’ proposals and comments made in their direct testimonies. The evidentiary hearing is scheduled during the week of December 16, 2019.
Condensed consolidating financial information. Hawaiian Electric is not required to provide separateCondensed consolidating financial statements or other disclosures concerning Hawaii Electric Light and Maui Electric to holders of the 2004 Debentures, which was issued by Hawaii Electric Light and Maui Electric to 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 are presented for the three and nine month periods ended September 30, 2019 and 2018, and as of the dates indicated.September 30, 2019 and December 31, 2018.
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, and (b) under their respective private placement note agreements and the Hawaii Electric Light notes and Maui Electric notes issued thereunder and (c) relating to the trust preferred securities of Trust III.thereunder. 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.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Income
Three months ended March 31,September 30, 2019

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
Revenues $405,669
 87,205
 85,653
 
 (32) $578,495
 $491,723
 93,576
 103,236
 
 (205) $688,330
Expenses                        
Fuel oil 108,922
 20,842
 30,845
 
 
 160,609
 139,747
 21,427
 37,919
 
 
 199,093
Purchased power 105,223
 19,177
 10,045
 
 
 134,445
 135,447
 24,342
 15,248
 
 
 175,037
Other operation and maintenance 81,178
 18,736
 18,216
 
 
 118,130
 80,582
 19,868
 23,965
 
 
 124,415
Depreciation 35,867
 10,453
 7,627
 
 
 53,947
 35,867
 10,453
 7,615
 
 
 53,935
Taxes, other than income taxes 38,631
 8,105
 8,068
 
 
 54,804
 46,433
 8,359
 9,265
 
 
 64,057
Total expenses 369,821
 77,313
 74,801
 
 
 521,935
 438,076
 84,449
 94,012
 
 
 616,537
Operating income 35,848
 9,892
 10,852
 
 (32) 56,560
 53,647
 9,127
 9,224
 
 (205) 71,793
Allowance for equity funds used during construction 2,447
 132
 331
 
 
 2,910
 2,685
 229
 336
 
 
 3,250
Equity in earnings of subsidiaries 11,849
 
 
 
 (11,849) 
 11,048
 
 
 
 (11,048) 
Retirement defined benefits expense—other than service costs (567) (106) (30) 
 
 (703) (582) (105) (36) 
 
 (723)
Interest expense and other charges, net (12,800) (2,901) (2,317) 
 32
 (17,986) (12,771) (2,524) (2,339) 
 205
 (17,429)
Allowance for borrowed funds used during construction 902
 56
 120
 
 
 1,078
 990
 95
 123
 
 
 1,208
Income before income taxes 37,679
 7,073
 8,956
 
 (11,849) 41,859
 55,017
 6,822
 7,308
 
 (11,048) 58,099
Income taxes 5,283
 1,770
 2,181
 
 
 9,234
 7,968
 1,420
 1,434
 
 
 10,822
Net income 32,396
 5,303
 6,775
 
 (11,849) 32,625
 47,049
 5,402
 5,874
 
 (11,048) 47,277
Preferred stock dividends of subsidiaries 
 134
 95
 
 
 229
 
 133
 95
 
 
 228
Net income attributable to Hawaiian Electric 32,396
 5,169
 6,680
 
 (11,849) 32,396
 47,049
 5,269
 5,779
 
 (11,048) 47,049
Preferred stock dividends of Hawaiian Electric 270
 
 
 
 
 270
 270
 
 
 
 
 270
Net income for common stock $32,126
 5,169
 6,680
 
 (11,849) $32,126
 $46,779
 5,269
 5,779
 
 (11,048) $46,779


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Three months ended March 31,September 30, 2019

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric Other
subsidiaries
 Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net income for common stock $32,126
 5,169
 6,680
 
 (11,849) $32,126
 $46,779
 5,269
 5,779
 
 (11,048) $46,779
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
  
  
  
  
  
  
Retirement benefit plans:  
  
  
  
  
  
  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits 2,322
 352
 289
 
 (641) 2,322
 2,519
 387
 309
 
 (696) 2,519
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes (2,298) (351) (289) 
 640
 (2,298) (2,493) (387) (309) 
 696
 (2,493)
Other comprehensive income, net of taxes 24
 1
 
 
 (1) 24
 26
 
 
 
 
 26
Comprehensive income attributable to common shareholder $32,150
 5,170
 6,680
 
 (11,850) $32,150
 $46,805
 5,269
 5,779
 
 (11,048) $46,805



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Income
Three months ended March 31,September 30, 2018

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
Revenues $401,180
 87,933
 81,356
 
 (42) $570,427
 $488,210
 98,981
 100,273
 
 (55) $687,409
Expenses                        
Fuel oil 114,498
 18,487
 33,983
 
 
 166,968
 141,357
 26,429
 38,765
 
 
 206,551
Purchased power 107,370
 23,834
 8,706
 
 
 139,910
 138,135
 24,091
 15,364
 
 
 177,590
Other operation and maintenance 72,940
 16,098
 18,572
 
 
 107,610
 78,988
 15,253
 19,312
 
 
 113,553
Depreciation 34,439
 10,055
 5,972
 
 
 50,466
 34,282
 10,072
 6,629
 
 
 50,983
Taxes, other than income taxes 38,167
 8,212
 7,725
 
 
 54,104
 46,096
 9,215
 9,385
 
 
 64,696
Total expenses 367,414
 76,686
 74,958
 
 
 519,058
 438,858
 85,060
 89,455
 
 
 613,373
Operating income 33,766
 11,247
 6,398
 
 (42) 51,369
 49,352
 13,921
 10,818
 
 (55) 74,036
Allowance for equity funds used during construction 2,887
 111
 296
 
 
 3,294
 1,648
 39
 275
 
 
 1,962
Equity in earnings of subsidiaries 9,325
 
 
 
 (9,325) 
 16,636
 
 
 
 (16,636) 
Retirement defined benefits expense—other than service costs (1,062) (103) (99) 
 
 (1,264) (475) (104) (103) 
 
 (682)
Interest expense and other charges, net (12,495) (2,907) (2,334) 
 42
 (17,694) (13,542) (3,026) (2,455) 
 55
 (18,968)
Allowance for borrowed funds used during construction 1,238
 64
 142
 
 
 1,444
 810
 49
 147
 
 
 1,006
Income before income taxes 33,659
 8,412
 4,403
 
 (9,325) 37,149
 54,429
 10,879
 8,682
 
 (16,636) 57,354
Income taxes 5,914
 2,177
 1,084
 
 
 9,175
 4,447
 1,571
 1,126
 
 
 7,144
Net income 27,745
 6,235
 3,319
 
 (9,325) 27,974
 49,982
 9,308
 7,556
 
 (16,636) 50,210
Preferred stock dividends of subsidiaries 
 134
 95
 
 
 229
 
 133
 95
 
 
 228
Net income attributable to Hawaiian Electric 27,745
 6,101
 3,224
 
 (9,325) 27,745
 49,982
 9,175
 7,461
 
 (16,636) 49,982
Preferred stock dividends of Hawaiian Electric 270
 
 
 
 
 270
 270
 
 
 
 
 270
Net income for common stock $27,475
 6,101
 3,224
 
 (9,325) $27,475
 $49,712
 9,175
 7,461
 
 (16,636) $49,712


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Three months ended March 31,September 30, 2018

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries 
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric Other
subsidiaries
 Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net income for common stock
 $27,475
 6,101
 3,224
 
 (9,325) $27,475
 $49,712
 9,175
 7,461
 
 (16,636) $49,712
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
  
  
  
  
  
  
Retirement benefit plans:  
  
  
  
  
  
  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits 4,653
 675
 562
 
 (1,237) 4,653
 4,753
 705
 606
 
 (1,311) 4,753
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes (4,622) (675) (562) 
 1,237
 (4,622) (4,725) (705) (606) 
 1,311
 (4,725)
Other comprehensive income, net of taxes 31
 
 
 
 
 31
 28
 
 
 
 
 28
Comprehensive income attributable to common shareholder $27,506
 6,101
 3,224
 
 (9,325) $27,506
 $49,740
 9,175
 7,461
 
 (16,636) $49,740



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Income
Nine months ended September 30, 2019

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
Revenues $1,347,412
 270,697
 282,939
 
 (439) $1,900,609
Expenses            
Fuel oil 374,100
 62,210
 105,012
 
 
 541,322
Purchased power 367,541
 67,548
 37,247
 
 
 472,336
Other operation and maintenance 240,311
 56,635
 64,859
 
 
 361,805
Depreciation 107,602
 31,359
 22,834
 
 
 161,795
Taxes, other than income taxes 127,654
 25,170
 26,480
 
 
 179,304
   Total expenses 1,217,208
 242,922
 256,432
 
 
 1,716,562
Operating income 130,204
 27,775
 26,507
 
 (439) 184,047
Allowance for equity funds used during construction 7,746
 579
 1,010
 
 
 9,335
Equity in earnings of subsidiaries 30,983
 
 
 
 (30,983) 
Retirement defined benefits expense—other than service costs (1,716) (316) (95) 
 
 (2,127)
Interest expense and other charges, net (38,961) (8,345) (7,078) 
 439
 (53,945)
Allowance for borrowed funds used during construction 2,854
 242
 369
 
 
 3,465
Income before income taxes 131,110
 19,935
 20,713
 
 (30,983) 140,775
Income taxes 18,821
 4,431
 4,548
 
 
 27,800
Net income 112,289
 15,504
 16,165
 
 (30,983) 112,975
Preferred stock dividends of subsidiaries 
 400
 286
 
 
 686
Net income attributable to Hawaiian Electric 112,289
 15,104
 15,879
 
 (30,983) 112,289
Preferred stock dividends of Hawaiian Electric 810
 
 
 
 
 810
Net income for common stock $111,479
 15,104
 15,879
 
 (30,983) $111,479


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Nine months ended September 30, 2019

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net income for common stock $111,479
 15,104
 15,879
 
 (30,983) $111,479
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
Retirement benefit plans:  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits 7,162
 1,091
 887
 
 (1,978) 7,162
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes (7,089) (1,089) (887) 
 1,976
 (7,089)
Other comprehensive income, net of taxes 73
 2
 
 
 (2) 73
Comprehensive income attributable to common shareholder $111,552
 15,106
 15,879
 
 (30,985) $111,552


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Income
Nine months ended September 30, 2018

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other subsidiaries Consolidating adjustments Hawaiian Electric
Consolidated
Revenues $1,321,089
 276,462
 268,567
 
 (156) $1,865,962
Expenses            
Fuel oil 375,862
 64,348
 105,026
 
 
 545,236
Purchased power 367,317
 72,589
 38,332
 
 
 478,238
Other operation and maintenance 228,773
 50,366
 54,666
 
 
 333,805
Depreciation 103,112
 30,165
 18,533
 
 
 151,810
Taxes, other than income taxes 125,214
 25,835
 25,275
 
 
 176,324
   Total expenses 1,200,278
 243,303
 241,832
 
 
 1,685,413
Operating income 120,811
 33,159
 26,735
 
 (156) 180,549
Allowance for equity funds used during construction 7,123
 274
 842
 
 
 8,239
Equity in earnings of subsidiaries 35,041
 
 
 
 (35,041) 
Retirement defined benefits expense—other than service costs (2,091) (312) (531) 
 
 (2,934)
Interest expense and other charges, net (38,967) (8,855) (7,156) 
 156
 (54,822)
Allowance for borrowed funds used during construction 3,198
 190
 427
 
 
 3,815
Income before income taxes 125,115
 24,456
 20,317
 
 (35,041) 134,847
Income taxes 15,949
 5,017
 4,029
 
 
 24,995
Net income 109,166
 19,439
 16,288
 
 (35,041) 109,852
Preferred stock dividends of subsidiaries 
 400
 286
 
 
 686
Net income attributable to Hawaiian Electric 109,166
 19,039
 16,002
 
 (35,041) 109,166
Preferred stock dividends of Hawaiian Electric 810
 
 
 
 
 810
Net income for common stock $108,356
 19,039
 16,002
 
 (35,041) $108,356


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Comprehensive Income
Nine months ended September 30, 2018

(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries 
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net income for common stock
 $108,356
 19,039
 16,002
 
 (35,041) $108,356
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
Retirement benefit plans:  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits 14,259
 2,114
 1,817
 
 (3,931) 14,259
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes (14,174) (2,113) (1,817) 
 3,930
 (14,174)
Other comprehensive income, net of taxes 85
 1
 
 
 (1) 85
Comprehensive income attributable to common shareholder $108,441
 19,040
 16,002
 
 (35,042) $108,441


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
March 31,September 30, 2019
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consoli-
dating
adjustments
 Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consoli-
dating
adjustments
 Hawaiian Electric
Consolidated
Assets  
  
  
  
  
  
  
  
  
  
  
  
Property, plant and equipment                        
Utility property, plant and equipment  
  
  
  
  
  
  
  
  
  
  
  
Land $40,449
 5,606
 3,612
 
 
 $49,667
 $42,112
 5,606
 3,612
 
 
 $51,330
Plant and equipment 4,505,063
 1,262,332
 1,107,173
 
 
 6,874,568
 4,676,163
 1,282,065
 1,139,058
 
 
 7,097,286
Less accumulated depreciation (1,548,895) (554,438) (511,881) 
 
 (2,615,214) (1,595,962) (569,878) (520,548) 
 
 (2,686,388)
Construction in progress 200,399
 14,520
 32,398
 
 
 247,317
 185,022
 17,219
 24,315
 
 
 226,556
Utility property, plant and equipment, net 3,197,016
 728,020
 631,302
 
 
 4,556,338
 3,307,335
 735,012
 646,437
 
 
 4,688,784
Nonutility property, plant and equipment, less accumulated depreciation 5,313
 115
 1,532
 
 
 6,960
 5,311
 115
 1,532
 
 
 6,958
Total property, plant and equipment, net 3,202,329
 728,135
 632,834
 
 
 4,563,298
 3,312,646
 735,127
 647,969
 
 
 4,695,742
Investment in wholly owned subsidiaries, at equity 582,374
 
 
 
 (582,374) 
 588,886
 
 
 
 (588,886) 
Current assets  
  
  
  
  
  
  
  
  
  
  
  
Cash and cash equivalents 2,994
 3,825
 1,461
 101
 
 8,381
 22,073
 5,003
 5,330
 101
 
 32,507
Advances to affiliates 9,500
 9,200
 
 
 (18,700) 
 22,200
 15,000
 
 
 (37,200) 
Customer accounts receivable, net 94,489
 23,373
 19,551
 
 
 137,413
 111,171
 25,676
 26,246
 
 
 163,093
Accrued unbilled revenues, net 69,315
 13,398
 13,192
 
 
 95,905
 90,015
 15,880
 17,925
 
 
 123,820
Other accounts receivable, net 10,667
 1,447
 1,967
 
 (6,828) 7,253
 10,994
 1,516
 2,056
 
 (9,948) 4,618
Fuel oil stock, at average cost 91,090
 10,796
 14,612
 
 
 116,498
 62,645
 10,694
 11,204
 
 
 84,543
Materials and supplies, at average cost 30,766
 8,037
 17,781
 
 
 56,584
 33,747
 10,170
 16,893
 
 
 60,810
Prepayments and other 25,940
 3,944
 4,003
 
 
 33,887
 38,439
 4,622
 4,655
 
 (1,395) 46,321
Regulatory assets 60,374
 2,993
 8,651
 
 
 72,018
 29,410
 1,684
 1,857
 
 
 32,951
Total current assets 395,135
 77,013
 81,218
 101
 (25,528) 527,939
 420,694
 90,245
 86,166
 101
 (48,543) 548,663
Other long-term assets  
  
  
  
  
  
  
  
  
  
  
  
Operating lease right-of-use assets 219,246
 1,605
 410
 
 
 221,261
 190,300
 1,560
 394
 
 
 192,254
Regulatory assets 530,424
 118,315
 105,429
 
 
 754,168
 502,254
 112,900
 101,162
 
 
 716,316
Other 71,528
 16,076
 16,618
 
 
 104,222
 72,386
 17,096
 18,511
 
 
 107,993
Total other long-term assets 821,198
 135,996
 122,457
 
 
 1,079,651
 764,940
 131,556
 120,067
 
 
 1,016,563
Total assets $5,001,036
 941,144
 836,509
 101
 (607,902) $6,170,888
 $5,087,166
 956,928
 854,202
 101
 (637,429) $6,260,968
Capitalization and liabilities  
  
  
  
  
  
  
  
  
  
  
  
Capitalization  
  
  
  
  
  
  
  
  
  
  
  
Common stock equity $1,964,478
 298,497
 283,776
 101
 (582,374) $1,964,478
 $1,993,254
 303,345
 285,440
 101
 (588,886) $1,993,254
Cumulative preferred stock—not subject to mandatory redemption 22,293
 7,000
 5,000
 
 
 34,293
 22,293
 7,000
 5,000
 
 
 34,293
Long-term debt, net 938,284
 217,775
 180,957
 
 
 1,337,016
 937,211
 203,952
 181,092
 
 
 1,322,255
Total capitalization 2,925,055
 523,272
 469,733
 101
 (582,374) 3,335,787
 2,952,758
 514,297
 471,532
 101
 (588,886) 3,349,802
Current liabilities  
  
  
  
  
  
  
  
  
  
  
  
Current portion of operating lease liabilities 61,149
 91
 29
 
 
 61,269
 62,634
 94
 30
 
 
 62,758
Current portion of long-term debt 61,968
 
 19,989
 
 
 81,957
 61,976
 13,992
 19,997
 
 
 95,965
Short-term borrowings from non-affiliates 55,999
 
 
 
 
 55,999
 112,353
 
 
 
 
 112,353
Short-term borrowings from affiliate 9,200
 
 9,500
 
 (18,700) 
 15,000
 
 22,200
 
 (37,200) 
Accounts payable 120,366
 14,391
 21,389
 
 
 156,146
 113,544
 17,654
 21,364
 
 
 152,562
Interest and preferred dividends payable 19,629
 4,073
 3,929
 
 (23) 27,608
 19,699
 3,695
 4,215
 
 (69) 27,540
Taxes accrued 135,189
 29,238
 28,907
 
 
 193,334
 143,156
 30,874
 32,204
 
 (1,395) 204,839
Regulatory liabilities 3,981
 3,882
 4,750
 
 
 12,613
 9,255
 5,836
 4,425
 
 
 19,516
Other 45,380
 9,355
 14,493
 
 (6,805) 62,423
 51,943
 10,187
 15,648
 
 (9,879) 67,899
Total current liabilities 512,861
 61,030
 102,986
 
 (25,528) 651,349
 589,560
 82,332
 120,083
 
 (48,543) 743,432
Deferred credits and other liabilities  
  
  
  
  
  
  
  
  
  
  
  
Operating lease liabilities 157,980
 1,513
 382
 
 
 159,875
 126,979
 1,466
 367
 
 
 128,812
Deferred income taxes 271,098
 53,967
 57,607
 
 
 382,672
 282,336
 53,939
 56,286
 
 
 392,561
Regulatory liabilities 664,229
 177,240
 99,137
 
 
 940,606
 663,414
 181,472
 99,338
 
 
 944,224
Unamortized tax credits 60,323
 16,366
 14,880
 
 
 91,569
 60,095
 16,054
 14,571
 
 
 90,720
Defined benefit pension and other postretirement benefit plans liability 359,109
 72,991
 71,304
 
 
 503,404
 359,420
 71,112
 69,654
 
 
 500,186
Other 50,381
 34,765
 20,480
 
 
 105,626
 52,604
 36,256
 22,371
 
 
 111,231
Total deferred credits and other liabilities 1,563,120
 356,842
 263,790
 
 
 2,183,752
 1,544,848
 360,299
 262,587
 
 
 2,167,734
Total capitalization and liabilities $5,001,036
 941,144
 836,509
 101
 (607,902) $6,170,888
 $5,087,166
 956,928
 854,202
 101
 (637,429) $6,260,968


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2018
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consoli-
dating
adjustments
 Hawaiian Electric
Consolidated
Assets  
  
  
  
  
  
Property, plant and equipment            
Utility property, plant and equipment  
  
  
  
  
  
Land $40,449
 5,606
 3,612
 
 
 $49,667
Plant and equipment 4,456,090
 1,259,553
 1,094,028
 
 
 6,809,671
Less accumulated depreciation (1,523,861) (547,848) (505,633) 
 
 (2,577,342)
Construction in progress 193,677
 8,781
 30,687
 
 
 233,145
Utility property, plant and equipment, net 3,166,355
 726,092
 622,694
 
 
 4,515,141
Nonutility property, plant and equipment, less accumulated depreciation 5,314
 115
 1,532
 
 
 6,961
Total property, plant and equipment, net 3,171,669
 726,207
 624,226
 
 
 4,522,102
Investment in wholly owned subsidiaries, at equity
 576,838
 
 
 
 (576,838) 
Current assets  
  
  
  
  
  
Cash and cash equivalents 16,732
 15,623
 3,421
 101
 
 35,877
Customer accounts receivable, net 125,960
 26,483
 25,453
 
 
 177,896
Accrued unbilled revenues, net 88,060
 17,051
 16,627
 
 
 121,738
Other accounts receivable, net 21,962
 3,131
 3,033
 
 (21,911) 6,215
Fuel oil stock, at average cost 54,262
 11,027
 14,646
 
 
 79,935
Materials and supplies, at average cost 30,291
 7,155
 17,758
 
 
 55,204
Prepayments and other 23,214
 5,212
 3,692
 
 
 32,118
Regulatory assets 60,093
 3,177
 7,746
 
 
 71,016
Total current assets 420,574
 88,859
 92,376
 101
 (21,911) 579,999
Other long-term assets  
  
  
  
  
  
Regulatory assets 537,708
 120,658
 104,044
 
 
 762,410
Other 69,749
 15,944
 17,299
 
 
 102,992
Total other long-term assets 607,457
 136,602
 121,343
 
 
 865,402
Total assets $4,776,538
 951,668
 837,945
 101
 (598,749) $5,967,503
Capitalization and liabilities  
  
  
  
  
  
Capitalization  
  
  
  
  
  
Common stock equity $1,957,641
 295,874
 280,863
 101
 (576,838) $1,957,641
Cumulative preferred stock—not subject to mandatory redemption 22,293
 7,000
 5,000
 
 
 34,293
Long-term debt, net 1,000,137
 217,749
 200,916
 
 
 1,418,802
Total capitalization 2,980,071
 520,623
 486,779
 101
 (576,838) 3,410,736
Current liabilities  
  
  
  
  
  
Short-term borrowings-non-affiliate 25,000
 
 
 
 
 25,000
Accounts payable 126,384
 20,045
 25,362
 
 
 171,791
Interest and preferred dividends payable 16,203
 4,203
 2,841
 
 (32) 23,215
Taxes accrued 164,747
 34,128
 34,458
 
 
 233,333
Regulatory liabilities 7,699
 4,872
 5,406
 
 
 17,977
Other 46,391
 15,077
 20,414
 
 (21,879) 60,003
Total current liabilities 386,424
 78,325
 88,481
 
 (21,911) 531,319
Deferred credits and other liabilities  
  
  
  
  
  
Deferred income taxes 271,438
 54,936
 56,823
 
 
 383,197
Regulatory liabilities 657,210
 176,101
 98,948
 
 
 932,259
Unamortized tax credits 60,271
 16,217
 15,034
 
 
 91,522
Defined benefit pension and other postretirement benefit plans liability 359,174
 73,147
 71,338
 
 
 503,659
Other 61,950
 32,319
 20,542
 
 
 114,811
Total deferred credits and other liabilities 1,410,043
 352,720
 262,685
 
 
 2,025,448
Total capitalization and liabilities $4,776,538
 951,668
 837,945
 101
 (598,749) $5,967,503


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Changes in Common Stock Equity
ThreeNine months ended March 31,September 30, 2019
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
 Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Balance, December 31, 2018 $1,957,641
 295,874
 280,863
 101
 (576,838) $1,957,641
 $1,957,641
 295,874
 280,863
 101
 (576,838) $1,957,641
Net income for common stock 32,126
 5,169
 6,680
 
 (11,849) 32,126
 111,479
 15,104
 15,879
 
 (30,983) 111,479
Other comprehensive income, net of taxes 24
 1
 
 
 (1) 24
 73
 2
 
 
 (2) 73
Common stock dividends (25,313) (2,545) (3,767) 
 6,312
 (25,313) (75,939) (7,635) (11,301) 
 18,936
 (75,939)
Common stock issuance expenses 
 (2) 
 
 2
 
 
 
 (1) 
 1
 
Balance, March 31, 2019 $1,964,478
 298,497
 283,776
 101
 (582,374) $1,964,478
Balance, September 30, 2019 $1,993,254
 303,345
 285,440
 101
 (588,886) $1,993,254

 
Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Changes in Common Stock Equity
ThreeNine months ended March 31,September 30, 2018  
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Balance, December 31, 2017 $1,845,283
 286,647
 270,265
 101
 (557,013) $1,845,283
Net income for common stock 27,475
 6,101
 3,224
 
 (9,325) 27,475
Other comprehensive income, net of taxes 31
 
 
 
 
 31
Common stock dividends (25,826) (3,821) (3,006) 
 6,827
 (25,826)
Common stock issuance expenses (8) 
 
 
 
 (8)
Balance, March 31, 2018 $1,846,955
 288,927
 270,483
 101
 (559,511) $1,846,955


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Three months ended March 31, 2019
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Cash flows from operating activities  
  
  
  
  
  
Net income $32,396
 5,303
 6,775
 
 (11,849) $32,625
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
  
  
  
Equity in earnings of subsidiaries (11,874) 
 
 
 11,849
 (25)
Common stock dividends received from subsidiaries 6,311
 
 
 
 (6,311) 
Depreciation of property, plant and equipment 35,867
 10,453
 7,627
 
 
 53,947
Other amortization 5,740
 1,072
 (98) 
 
 6,714
Deferred income taxes (2,757) (987) 617
 
 
 (3,127)
Allowance for equity funds used during construction (2,447) (132) (331) 
 
 (2,910)
Other (1,288) (145) (384) 
 
 (1,817)
Changes in assets and liabilities:  
  
  
  
  
  
Decrease in accounts receivable 42,419
 4,194
 5,633
 
 (15,083) 37,163
Decrease in accrued unbilled revenues 18,745
 3,653
 3,435
 
 
 25,833
Decrease (increase) in fuel oil stock (36,828) 230
 34
 
 
 (36,564)
Increase in materials and supplies (475) (883) (23) 
 
 (1,381)
Increase in regulatory assets (1,114) (212) (3,714) 
 
 (5,040)
Increase (decrease) in accounts payable 6,251
 (4,253) (2,925) 
 
 (927)
Change in prepaid and accrued income taxes, tax credits and revenue taxes (25,874) (4,078) (4,716) 
 
 (34,668)
Increase in defined benefit pension and other postretirement benefit plans liability 2,322
 313
 356
 
 
 2,991
Change in other assets and liabilities (9,249) (5,783) (3,449) 
 15,083
 (3,398)
Net cash provided by operating activities 58,145
 8,745
 8,837
 
 (6,311) 69,416
Cash flows from investing activities  
  
  
  
  
  
Capital expenditures (78,220) (8,371) (16,300) 
 
 (102,891)
Advances (to) from affiliates (9,500) (9,200) 
 
 18,700
 
Other 1,221
 (293) (134) 
 
 794
Net cash used in investing activities (86,499) (17,864) (16,434) 
 18,700
 (102,097)
Cash flows from financing activities  
  
  
  
  
  
Common stock dividends (25,313) (2,544) (3,767) 
 6,311
 (25,313)
Preferred stock dividends of Hawaiian Electric and subsidiaries (270) (134) (95) 
 
 (499)
Increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less 15,199
 
 9,500
 
 (18,700) 5,999
Proceeds from other bank borrowings 25,000
 
 
 
 
 25,000
Other 
 (1) (1) 
 
 (2)
Net cash provided by (used in) financing activities 14,616
 (2,679) 5,637
 
 (12,389) 5,185
Net decrease in cash and cash equivalents (13,738) (11,798) (1,960) 
 
 (27,496)
Cash and cash equivalents, beginning of period 16,732
 15,623
 3,421
 101
 
 35,877
Cash and cash equivalents, end of period $2,994
 3,825
 1,461
 101
 
 $8,381
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Balance, December 31, 2017 $1,845,283
 286,647
 270,265
 101
 (557,013) $1,845,283
Net income for common stock 108,356
 19,039
 16,002
 
 (35,041) 108,356
Other comprehensive income, net of taxes 85
 1
 
 
 (1) 85
Common stock dividends (77,479) (11,467) (9,014) 
 20,481
 (77,479)
Common stock issuance expenses (8) 
 
 
 
 (8)
Balance, September 30, 2018 $1,876,237
 294,220
 277,253
 101
 (571,574) $1,876,237


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
ThreeNine months ended March 31,September 30, 2019
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric 
Other
subsidiaries
 
Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net cash provided by operating activities $223,733
 41,694
 36,126
 
 (18,935) $282,618
Cash flows from investing activities  
  
  
  
  
  
Capital expenditures (223,803) (29,119) (44,885) 
 
 (297,807)
Advances to affiliates (22,200) (15,000) 
 
 37,200
 
Other 2,975
 (283) (30) 
 
 2,662
Net cash used in investing activities (243,028) (44,402) (44,915) 
 37,200
 (295,145)
Cash flows from financing activities  
  
  
  
  
  
Common stock dividends (75,939) (7,635) (11,301) 
 18,936
 (75,939)
Preferred stock dividends of Hawaiian Electric and subsidiaries (810) (400) (286) 
 
 (1,496)
Proceeds from issuance of short-term debt 25,000
 
 
 
 
 25,000
Proceeds from issuance of long-term debt 120,000
 70,000
 10,000
 
 
 200,000
Repayment of long-term debt and funds transferred for redemption of special purpose revenue bonds (121,546) (70,000) (10,000) 
 
 (201,546)
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less 77,353
 
 22,200
 
 (37,200) 62,353
Other 578
 123
 85
 
 (1) 785
Net cash provided by financing activities 24,636
 (7,912) 10,698
 
 (18,265) 9,157
Net increase (decrease) in cash and cash equivalents 5,341
 (10,620) 1,909
 
 
 (3,370)
Cash and cash equivalents, beginning of period 16,732
 15,623
 3,421
 101
 
 35,877
Cash and cash equivalents, end of period $22,073
 5,003
 5,330
 101
 
 $32,507


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Hawaiian Electric Company, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Nine months ended September 30, 2018
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other
subsidiaries
 Consolidating
adjustments
 Hawaiian Electric
Consolidated
Cash flows from operating activities  
  
  
  
  
  
Net income $27,745
 6,235
 3,319
 
 (9,325) $27,974
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
  
  
  
Equity in earnings of subsidiaries (9,350) 
 
 
 9,325
 (25)
Common stock dividends received from subsidiaries 6,827
 
 
 
 (6,827) 
Depreciation of property, plant and equipment 34,439
 10,055
 5,972
 
 
 50,466
Other amortization 3,237
 1,554
 553
 
 
 5,344
Deferred income taxes (271) (1,806) 497
 
 
 (1,580)
Allowance for equity funds used during construction (2,887) (111) (296) 
 
 (3,294)
Other 2,868
 (103) (84) 
 
 2,681
Changes in assets and liabilities:            
Increase in accounts receivable (13,255) (2,048) (1,396) 
 1,662
 (15,037)
Increase in accrued unbilled revenues 6,558
 758
 103
 
 
 7,419
Decrease (increase) in fuel oil stock (1,322) (803) 275
 
 
 (1,850)
Decrease (increase) in materials and supplies (1,095) (550) 350
 
 
 (1,295)
Increase in regulatory assets (13,256) (1,773) (1,871) 
 
 (16,900)
Increase (decrease) in accounts payable (2,028) 4,050
 3,121
 
 
 5,143
Change in prepaid and accrued income taxes, tax credits and revenue taxes (25,892) (1,882) (5,532) 
 440
 (32,866)
Decrease in defined benefit pension and other postretirement benefit plans liability (592) (198) (148) 
 
 (938)
Change in other assets and liabilities 2,976
 2,875
 349
 
 (1,662) 4,538
Net cash provided by operating activities 14,702
 16,253
 5,212
 
 (6,387) 29,780
Cash flows from investing activities  
  
  
  
  
  
Capital expenditures (80,899) (14,505) (14,723) 
 
 (110,127)
Advances (to) from affiliates (3,000) 
 12,000
 
 (9,000) 
Other 269
 264
 510
 
 (440) 603
Net cash used in investing activities (83,630) (14,241) (2,213) 
 (9,440) (109,524)
Cash flows from financing activities  
  
  
  
  
  
Common stock dividends (25,826) (3,821) (3,006) 
 6,827
 (25,826)
Preferred stock dividends of Hawaiian Electric and subsidiaries (270) (134) (95) 
 
 (499)
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less 104,984
 3,000
 
 
 9,000
 116,984
Other (31) (2) 
 
 
 (33)
Net cash provided by (used in) financing activities 78,857
 (957) (3,101) 
 15,827
 90,626
Net increase (decrease) in cash and cash equivalents 9,929
 1,055
 (102) 
 
 10,882
Cash and cash equivalents, beginning of period 2,059
 4,025
 6,332
 101
 
 12,517
Cash and cash equivalents, end of period $11,988
 5,080
 6,230
 101
 
 $23,399
(in thousands) Hawaiian Electric Hawaii Electric Light Maui Electric Other
subsidiaries
 Consolidating
adjustments
 Hawaiian Electric
Consolidated
Net cash provided by operating activities $159,876
 35,203
 19,455
 
 (20,812) $193,722
Cash flows from investing activities  
  
  
  
  
  
Capital expenditures (225,907) (40,457) (44,005) 
 
 (310,369)
Other 4,518
 1,177
 3,785
 
 331
 9,811
Advances (to) from affiliates (2,000) 
 12,000
 
 (10,000) 
Net cash used in investing activities (223,389) (39,280) (28,220) 
 (9,669) (300,558)
Cash flows from financing activities  
  
  
  
  
  
Common stock dividends (77,479) (11,467) (9,014) 
 20,481
 (77,479)
Preferred stock dividends of Hawaiian Electric and subsidiaries (810) (400) (286) 
 
 (1,496)
Proceeds from issuance of long-term debt 75,000
 15,000
 10,000
 
 
 100,000
Net increase in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less 68,914
 
 2,000
 
 10,000
 80,914
Other (304) (54) (38) 
 
 (396)
Net cash provided by financing activities 65,321
 3,079
 2,662
 
 30,481
 101,543
Net increase (decrease) in cash and cash equivalents 1,808
 (998) (6,103) 
 
 (5,293)
Cash and cash equivalents, beginning of period 2,059
 4,025
 6,332
 101
 
 12,517
Cash and cash equivalents, end of period $3,867
 3,027
 229
 101
 
 $7,224



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Note 4 · Bank segment
Selected financial information
American Savings Bank, F.S.B.
Statements of Income Data
 Three months ended March 31 Three months ended September 30, Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Interest and dividend income  
  
  
  
  
  
Interest and fees on loans $57,860
 $52,800
 $59,260
 $55,885
 $175,740
 $163,318
Interest and dividends on investment securities 10,628
 9,202
 7,599
 9,300
 25,762
 27,130
Total interest and dividend income 68,488
 62,002
 66,859
 65,185
 201,502
 190,448
Interest expense  
  
  
  
  
  
Interest on deposit liabilities 4,252
 2,957
 4,384
 3,635
 12,923
 9,876
Interest on other borrowings 528
 496
 422
 404
 1,361
 1,293
Total interest expense 4,780
 3,453
 4,806
 4,039
 14,284
 11,169
Net interest income 63,708
 58,549
 62,053
 61,146
 187,218
 179,279
Provision for loan losses 6,870
 3,541
 3,315
 6,033
 17,873
 12,337
Net interest income after provision for loan losses 56,838
 55,008
 58,738
 55,113
 169,345
 166,942
Noninterest income  
  
  
  
  
  
Fees from other financial services 4,562
 4,654
 5,085
 4,543
 14,445
 13,941
Fee income on deposit liabilities 5,078
 5,189
 5,320
 5,454
 15,402
 15,781
Fee income on other financial products 1,593
 1,654
 1,706
 1,746
 5,129
 5,075
Bank-owned life insurance 2,259
 871
 1,660
 2,663
 6,309
 4,667
Mortgage banking income 614
 613
 1,490
 169
 3,080
 1,399
Gains on sale of investment securities, net 653
 
 653
 
Other income, net 458
 436
 428
 736
 1,420
 1,708
Total noninterest income 14,564
 13,417
 16,342
 15,311
 46,438
 42,571
Noninterest expense  
  
  
  
  
  
Compensation and employee benefits 25,512
 24,440
 25,364
 23,952
 76,626
 72,047
Occupancy 4,670
 4,280
 5,694
 4,363
 15,843
 12,837
Data processing 3,738
 3,464
 3,763
 3,583
 11,353
 10,587
Services 2,426
 3,047
 2,829
 2,485
 7,861
 8,560
Equipment 2,064
 1,728
 2,163
 1,783
 6,416
 5,385
Office supplies, printing and postage 1,360
 1,507
 1,297
 1,556
 4,320
 4,554
Marketing 990
 645
 1,142
 993
 3,455
 2,723
FDIC insurance 626
 713
 (5) 638
 1,249
 2,078
Other expense 3,854
 4,101
 3,676
 4,240
 12,049
 12,897
Total noninterest expense 45,240
 43,925
 45,923
 43,593
 139,172
 131,668
Income before income taxes 26,162
 24,500
 29,157
 26,831
 76,611
 77,845
Income taxes 5,323
 5,540
 6,269
 5,610
 15,868
 17,103
Net income $20,839
 $18,960
 $22,888
 $21,221
 $60,743
 $60,742



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)



Reconciliation to amounts per HEI Condensed Consolidated Statements of Income*:
 Three months ended March 31 Three months ended September 30, Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Interest and dividend income $68,488
 $62,002
 66,859
 65,185
 $201,502
 $190,448
Noninterest income 14,564
 13,417
 16,342
 15,311
 46,438
 42,571
*Revenues-Bank 83,052
 75,419
 83,201
 80,496
 247,940
 233,019
Total interest expense 4,780
 3,453
 4,806
 4,039
 14,284
 11,169
Provision for loan losses 6,870
 3,541
 3,315
 6,033
 17,873
 12,337
Noninterest expense 45,240
 43,925
 45,923
 43,593
 139,172
 131,668
Less: Retirement defined benefits gain (expense)—other than service costs 40
 (387) 196
 (433) 276
 (1,223)
*Expenses-Bank 56,930
 50,532
 54,240
 53,232
 171,605
 153,951
*Operating income-Bank 26,122
 24,887
 28,961
 27,264
 76,335
 79,068
Add back: Retirement defined benefits gain (expense)—other than service costs (40) 387
Add back: Retirement defined benefits (gain) expense—other than service costs (196) 433
 (276) 1,223
Income before income taxes $26,162
 $24,500
 $29,157
 $26,831
 $76,611
 $77,845


American Savings Bank, F.S.B.
Statements of Comprehensive Income Data
 Three months ended March 31 Three months ended September 30, Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Net income $20,839
 $18,960
 $22,888
 $21,221
 $60,743
 $60,742
Other comprehensive income (loss), net of taxes:  
  
  
  
  
  
Net unrealized gains (losses) on available-for-sale investment securities:  
  
  
  
  
  
Net unrealized gains (losses) on available-for-sale investment securities arising during the period, net of (taxes) benefits of $(3,455) and $4,867, respectively 9,439
 (13,297)
Net unrealized gains (losses) on available-for-sale investment securities arising during the period, net of (taxes) benefits of $(1,557), $1,876, $(10,194) and $8,335, respectively 4,253
 (5,123) 27,846
 (22,768)
Reclassification adjustment for net realized gains included in net income, net of taxes of $175, nil, $175, and nil, respectively (478) 
 (478) 
Retirement benefit plans:  
  
  
  
  
  
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of (taxes) benefits of $(1,166) and $694, respectively (3,187) 1,222
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of (taxes) benefits of $13, $141, $(1,109) and $968, respectively 34
 382
 (3,032) 1,970
Other comprehensive income (loss), net of taxes 6,252
 (12,075) 3,809
 (4,741) 24,336
 (20,798)
Comprehensive income $27,091
 $6,885
 $26,697
 $16,480
 $85,079
 $39,944


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


American Savings Bank, F.S.B.
Balance Sheets Data
(in thousands) March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Assets  
  
  
  
  
  
  
  
Cash and due from banks  
 $136,585
  
 $122,059
  
 $135,813
  
 $122,059
Interest-bearing deposits   31,703
   4,225
   1,315
   4,225
Investment securities                
Available-for-sale, at fair value  
 1,348,263
  
 1,388,533
  
 1,210,748
  
 1,388,533
Held-to-maturity, at amortized cost (fair value of $142,333 and $142,057, respectively)   140,203
   141,875
Held-to-maturity, at amortized cost (fair value of $137,497 and $142,057, respectively)   132,704
   141,875
Stock in Federal Home Loan Bank, at cost  
 9,434
  
 9,958
  
 9,953
  
 9,958
Loans held for investment  
 4,858,180
  
 4,843,021
  
 5,084,336
  
 4,843,021
Allowance for loan losses  
 (54,297)  
 (52,119)  
 (53,040)  
 (52,119)
Net loans  
 4,803,883
  
 4,790,902
  
 5,031,296
  
 4,790,902
Loans held for sale, at lower of cost or fair value  
 8,136
  
 1,805
  
 17,115
  
 1,805
Other  
 501,970
  
 486,347
  
 514,116
  
 486,347
Goodwill  
 82,190
  
 82,190
  
 82,190
  
 82,190
Total assets  
 $7,062,367
  
 $7,027,894
  
 $7,135,250
  
 $7,027,894
Liabilities and shareholder’s equity  
  
  
  
  
  
  
  
Deposit liabilities—noninterest-bearing  
 $1,879,244
  
 $1,800,727
  
 $1,885,028
  
 $1,800,727
Deposit liabilities—interest-bearing  
 4,326,415
  
 4,358,125
  
 4,311,195
  
 4,358,125
Other borrowings  
 89,870
  
 110,040
  
 129,190
  
 110,040
Other  
 122,651
  
 124,613
  
 135,606
  
 124,613
Total liabilities  
 6,418,180
  
 6,393,505
  
 6,461,019
  
 6,393,505
Commitments and contingencies  
 


  
 


  
 


  
 


Common stock  
 1
  
 1
  
 1
  
 1
Additional paid-in capital   347,877
   347,170
   348,933
   347,170
Retained earnings  
 328,125
  
 325,286
  
 339,029
  
 325,286
Accumulated other comprehensive loss, net of tax benefits  
  
  
  
  
  
  
  
Net unrealized losses on securities $(14,984)  
 $(24,423)  
Net unrealized gains (losses) on securities $2,945
  
 $(24,423)  
Retirement benefit plans (16,832) (31,816) (13,645) (38,068) (16,677) (13,732) (13,645) (38,068)
Total shareholder’s equity  
 644,187
  
 634,389
  
 674,231
  
 634,389
Total liabilities and shareholder’s equity  
 $7,062,367
  
 $7,027,894
  
 $7,135,250
  
 $7,027,894
                
Other assets  
  
  
  
  
  
  
  
Bank-owned life insurance  
 $150,705
  
 $151,172
  
 $156,077
  
 $151,172
Premises and equipment, net  
 208,309
  
 214,415
  
 207,659
  
 214,415
Accrued interest receivable  
 20,654
  
 20,140
  
 19,743
  
 20,140
Mortgage-servicing rights  
 7,897
  
 8,062
  
 8,567
  
 8,062
Low-income housing equity investments   65,428
   67,626
   69,286
   67,626
Real estate acquired in settlement of loans, net  
 
  
 406
  
 
  
 406
Real estate held for sale   9,014
   
   9,074
   
Other  
 39,963
  
 24,526
  
 43,710
  
 24,526
  
 $501,970
  
 $486,347
  
 $514,116
  
 $486,347
Other liabilities  
  
  
  
  
  
  
  
Accrued expenses  
 $36,067
  
 $54,084
  
 $41,264
  
 $54,084
Federal and state income taxes payable  
 5,391
  
 2,012
  
 9,472
  
 2,012
Cashier’s checks  
 27,432
  
 26,906
  
 27,498
  
 26,906
Advance payments by borrowers  
 5,956
  
 10,183
  
 5,164
  
 10,183
Other  
 47,805
  
 31,428
  
 52,208
  
 31,428
  
 $122,651
  
 $124,613
  
 $135,606
  
 $124,613
    

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


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.
Other borrowings consisted of securities sold under agreements to repurchase and advances from the Federal Home Loan Bank (FHLB) of $6591.2 million and $25$38.0 million, respectively, as of March 31,September 30, 2019 and $65$65.0 million and $45$45.0 million, respectively, as of December 31, 2018.
Investment securities.  The major components of investment securities were as follows:
 Amortized cost Gross unrealized gains Gross unrealized losses 
Estimated fair
value
 Gross unrealized losses Amortized cost Gross unrealized gains Gross unrealized losses 
Estimated fair
value
 Gross unrealized losses
 Less than 12 months 12 months or longer Less than 12 months 12 months or longer
(dollars in thousands) Number of issues 
Fair 
value
 Amount Number of issues 
Fair 
value
 Amount Number of issues 
Fair 
value
 Amount Number of issues 
Fair 
value
 Amount
March 31, 2019  
  
  
  
    
  
    
  
September 30, 2019  
  
  
  
    
  
    
  
Available-for-sale                                        
U.S. Treasury and federal agency obligations $142,179
 $93
 $(1,428) $140,844
 2
 $10,022
 $(7) 20
 $117,499
 $(1,421) $126,084
 $822
 $(198) $126,708
 
 $
 $
 4
 $32,686
 $(198)
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies 1,149,167
 1,318
 (21,498) 1,128,987
 3
 13,792
 (10) 161
 1,010,168
 (21,488) 1,017,256
 6,647
 (4,598) 1,019,305
 12
 67,163
 (252) 85
 389,212
 (4,346)
Corporate bonds 49,417
 1,045
 
 50,462
 
 
 
 
 
 
 34,926
 1,350
 
 36,276
 
 
 
 
 
 
Mortgage revenue bonds 27,970
 
 
 27,970
 
 
 
 
 
 
 28,459
 
 
 28,459
 
 
 
 
 
 
 $1,368,733
 $2,456
 $(22,926) $1,348,263
 5
 $23,814
 $(17) 181
 $1,127,667
 $(22,909) $1,206,725
 $8,819
 $(4,796) $1,210,748
 12
 $67,163
 $(252) 89
 $421,898
 $(4,544)
Held-to-maturity                                        
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies $140,203
 $2,528
 $(398) $142,333
 
 $
 $
 3
 $39,027
 $(398) $132,704
 $4,793
 $
 $137,497
 
 $
 $
 
 $
 $
 $140,203
 $2,528
 $(398) $142,333
 
 $
 $
 3
 $39,027
 $(398) $132,704
 $4,793
 $
 $137,497
 
 $
 $
 
 $
 $
December 31, 2018                                        
Available-for-sale                                        
U.S. Treasury and federal agency obligations $156,694
 $62
 $(2,407) $154,349
 5
 $25,882
 $(208) 19
 $118,405
 $(2,199) $156,694
 $62
 $(2,407) $154,349
 5
 $25,882
 $(208) 19
 $118,405
 $(2,199)
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies 1,192,169
 789
 (31,542) 1,161,416
 22
 129,011
 (1,330) 145
 947,890
 (30,212) 1,192,169
 789
 (31,542) 1,161,416
 22
 129,011
 (1,330) 145
 947,890
 (30,212)
Corporate bonds 49,398
 103
 (369) 49,132
 6
 23,175
 (369) 
 
 
 49,398
 103
 (369) 49,132
 6
 23,175
 (369) 
 
 
Mortgage revenue bonds 23,636
 
 
 23,636
 
 
 
 
 
 
 23,636
 
 
 23,636
 
 
 
 
 
 
 $1,421,897
 $954
 $(34,318) $1,388,533
 33
 $178,068
 $(1,907) 164
 $1,066,295
 $(32,411) $1,421,897
 $954
 $(34,318) $1,388,533
 33
 $178,068
 $(1,907) 164
 $1,066,295
 $(32,411)
Held-to-maturity                                        
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies $141,875
 $1,446
 $(1,264) $142,057
 3
 $29,814
 $(400) 2
 $31,505
 $(864) $141,875
 $1,446
 $(1,264) $142,057
 3
 $29,814
 $(400) 2
 $31,505
 $(864)
 $141,875
 $1,446
 $(1,264) $142,057
 3
 $29,814
 $(400) 2
 $31,505
 $(864) $141,875
 $1,446
 $(1,264) $142,057
 3
 $29,814
 $(400) 2
 $31,505
 $(864)

ASB does not believe that the investment securities that were in an unrealized loss position at March 31,September 30, 2019, represent an other-than-temporary impairment (OTTI). Total gross unrealized losses were primarily attributable to change in market conditions. On a quarterly basis the investment securities are evaluated for changes in financial condition of the issuer. Based upon ASB’s evaluation, all securities held within the investment portfolio continue to be investment grade by one or more agencies. The contractual cash flows of the U.S. Treasury, federal agency obligations and agency mortgage-backed 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 the quarters and nine months ended March 31,September 30, 2019 and 2018.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


U.S. Treasury, federal agency obligations, corporate bonds, and mortgage revenue bonds have contractual terms to maturity. Mortgage-backed 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:
March 31, 2019 Amortized cost Fair value
September 30, 2019 Amortized cost Fair value
(in thousands)        
Available-for-sale        
Due in one year or less $15,000
 $14,960
 $47,046
 $47,021
Due after one year through five years 133,142
 133,294
 89,085
 90,675
Due after five years through ten years 55,997
 55,595
 37,911
 38,320
Due after ten years 15,427
 15,427
 15,427
 15,427
 219,566
 219,276
 189,469
 191,443
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies 1,149,167
 1,128,987
 1,017,256
 1,019,305
Total available-for-sale securities $1,368,733
 $1,348,263
 $1,206,725
 $1,210,748
Held-to-maturity        
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies $140,203
 $142,333
 $132,704
 $137,497
Total held-to-maturity securities $140,203
 $142,333
 $132,704
 $137,497

Proceeds from the sale of available-for-sale securities were nil$19.8 million for both the three and nine months ended March 31,September 30, 2019, respectively, and 2018.NaN for both the three and nine months ended September 30, 2018, respectively. Gross realized gains and losses were nil$0.7 million for both the three and nine months ended March 31,September 30, 2019, respectively, and 2018.NaN for both the three and nine months ended September 30, 2018, respectively.
Loans. The components of loans were summarized as follows:
March 31, 2019 December 31, 2018September 30, 2019 December 31, 2018
(in thousands) 
  
 
  
Real estate: 
  
 
  
Residential 1-4 family$2,159,886
 $2,143,397
$2,183,888
 $2,143,397
Commercial real estate737,489
 748,398
810,971
 748,398
Home equity line of credit995,624
 978,237
1,079,262
 978,237
Residential land12,941
 13,138
15,095
 13,138
Commercial construction98,734
 92,264
76,382
 92,264
Residential construction10,924
 14,307
10,104
 14,307
Total real estate4,015,598
 3,989,741
4,175,702
 3,989,741
Commercial576,235
 587,891
638,213
 587,891
Consumer266,437
 266,002
269,741
 266,002
Total loans4,858,270
 4,843,634
5,083,656
 4,843,634
Less: Deferred fees and discounts(90) (613)680
 (613)
Allowance for loan losses(54,297) (52,119)(53,040) (52,119)
Total loans, net$4,803,883
 $4,790,902
$5,031,296
 $4,790,902

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 private mortgage insurance company cannot satisfy the bank's claim on policies.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Allowance for loan losses. 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 loans Consumer loans Total 
Residential
1-4 family
 
Commercial real
estate
 Home
equity line of credit
 Residential land Commercial construction Residential construction Commercial loans Consumer loans Total
Three months ended March 31, 2019  
  
  
  
  
  
  
  
Three months ended September 30, 2019Three months ended September 30, 2019  
  
  
  
  
  
  
  
Allowance for loan losses:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Beginning balance $1,976
 $14,505
 $6,371
 $479
 $2,790
 $4
 $9,225
 $16,769
 $52,119
 $2,015
 $15,811
 $6,881
 $537
 $2,046
 $2
 $13,073
 $18,060
 $58,425
Charge-offs (14) 
 
 
 
 
 (618) (5,559) (6,191) (7) 
 (13) 
 
 
 (4,900) (5,311) (10,231)
Recoveries 609
 
 5
 7
 
 
 180
 698
 1,499
 27
 
 4
 28
 
 
 726
 746
 1,531
Provision (660) 320
 117
 (61) 53
 (1) 2,027
 5,075
 6,870
 (56) (396) 135
 (104) 196
 1
 (517) 4,056
 3,315
Ending balance $1,911
 $14,825
 $6,493
 $425
 $2,843
 $3
 $10,814
 $16,983
 $54,297
 $1,979
 $15,415
 $7,007
 $461
 $2,242
 $3
 $8,382
 $17,551
 $53,040
March 31, 2019                  
Three months ended September 30, 2018Three months ended September 30, 2018  
  
  
  
  
  
  
  
Allowance for loan losses:  
  
  
  
  
  
  
  
  
Beginning balance $2,939
 $15,298
 $7,334
 $642
 $4,616
 $4
 $10,161
 $11,809
 $52,803
Charge-offs 
 
 (80) (1) 
 
 (788) (4,508) (5,377)
Recoveries 5
 
 71
 122
 
 
 105
 365
 668
Provision (623) (1,033) (347) (296) (356) 
 1,255
 7,433
 6,033
Ending balance $2,321
 $14,265
 $6,978
 $467
 $4,260
 $4
 $10,733
 $15,099
 $54,127
Nine months ended September 30, 2019Nine months ended September 30, 2019  
  
  
  
  
  
  
  
Allowance for loan losses:  
  
  
  
  
  
  
  
  
Beginning balance $1,976
 $14,505
 $6,371
 $479
 $2,790
 $4
 $9,225
 $16,769
 $52,119
Charge-offs (26) 
 (32) (4) 
 
 (6,012) (15,972) (22,046)
Recoveries 644
 
 13
 42
 
 
 2,187
 2,208
 5,094
Provision (615) 910
 655
 (56) (548) (1) 2,982
 14,546
 17,873
Ending balance $1,979
 $15,415
 $7,007
 $461
 $2,242
 $3
 $8,382
 $17,551
 $53,040
September 30, 2019                  
Ending balance: individually evaluated for impairment $771
 $7
 $491
 $4
 $
 $
 $2,965
 $4
 $4,242
 $906
 $7
 $500
 $
 $
 $
 $905
 $504
 $2,822
Ending balance: collectively evaluated for impairment $1,140
 $14,818
 $6,002
 $421
 $2,843
 $3
 $7,849
 $16,979
 $50,055
 $1,073
 $15,408
 $6,507
 $461
 $2,242
 $3
 $7,477
 $17,047
 $50,218
Financing Receivables:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Ending balance $2,159,886
 $737,489
 $995,624
 $12,941
 $98,734
 $10,924
 $576,235
 $266,437
 $4,858,270
 $2,183,888
 $810,971
 $1,079,262
 $15,095
 $76,382
 $10,104
 $638,213
 $269,741
 $5,083,656
Ending balance: individually evaluated for impairment $17,403
 $902
 $14,046
 $2,065
 $
 $
 $15,895
 $88
 $50,399
 $16,556
 $877
 $12,909
 $3,194
 $
 $
 $9,370
 $558
 $43,464
Ending balance: collectively evaluated for impairment $2,142,483
 $736,587
 $981,578
 $10,876
 $98,734
 $10,924
 $560,340
 $266,349
 $4,807,871
 $2,167,332
 $810,094
 $1,066,353
 $11,901
 $76,382
 $10,104
 $628,843
 $269,183
 $5,040,192
Three months ended March 31, 2018  
  
  
  
  
  
  
  
Nine months ended September 30, 2018Nine months ended September 30, 2018  
  
  
  
  
  
  
  
Allowance for loan losses:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Beginning balance $2,902
 $15,796
 $7,522
 $896
 $4,671
 $12
 $10,851
 $10,987
 $53,637
 $2,902
 $15,796
 $7,522
 $896
 $4,671
 $12
 $10,851
 $10,987
 $53,637
Charge-offs (31) 
 
 (8) 
 
 (602) (4,232) (4,873) (31) 
 (224) (18) 
 
 (1,930) (12,628) (14,831)
Recoveries 54
 
 14
 5
 
 
 1,170
 347
 1,590
 73
 
 98
 173
 
 
 1,555
 1,085
 2,984
Provision (400) 163
 446
 (219) (310) (8) (1,064) 4,933
 3,541
 (623) (1,531) (418) (584) (411) (8) 257
 15,655
 12,337
Ending balance $2,525
 $15,959
 $7,982
 $674
 $4,361
 $4
 $10,355
 $12,035
 $53,895
 $2,321
 $14,265
 $6,978
 $467
 $4,260
 $4
 $10,733
 $15,099
 $54,127
December 31, 2018                                    
Ending balance: individually evaluated for impairment $876
 $7
 $701
 $6
 $
 $
 $628
 $4
 $2,222
 $876
 $7
 $701
 $6
 $
 $
 $628
 $4
 $2,222
Ending balance: collectively evaluated for impairment $1,100
 $14,498
 $5,670
 $473
 $2,790
 $4
 $8,597
 $16,765
 $49,897
 $1,100
 $14,498
 $5,670
 $473
 $2,790
 $4
 $8,597
 $16,765
 $49,897
Financing Receivables:  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Ending balance $2,143,397
 $748,398
 $978,237
 $13,138
 $92,264
 $14,307
 $587,891
 $266,002
 $4,843,634
 $2,143,397
 $748,398
 $978,237
 $13,138
 $92,264
 $14,307
 $587,891
 $266,002
 $4,843,634
Ending balance: individually evaluated for impairment $16,494
 $915
 $14,800
 $2,059
 $
 $
 $5,340
 $89
 $39,697
 $16,494
 $915
 $14,800
 $2,059
 $
 $
 $5,340
 $89
 $39,697
Ending balance: collectively evaluated for impairment $2,126,903
 $747,483
 $963,437
 $11,079
 $92,264
 $14,307
 $582,551
 $265,913
 $4,803,937
 $2,126,903
 $747,483
 $963,437
 $11,079
 $92,264
 $14,307
 $582,551
 $265,913
 $4,803,937

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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Each commercial and commercial real estate 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


The credit risk profile by internally assigned grade for loans was as follows:
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
(in thousands) 
Commercial
real estate
 
Commercial
construction
 Commercial Total 
Commercial
real estate
 
Commercial
construction
 Commercial Total 
Commercial
real estate
 
Commercial
construction
 Commercial Total 
Commercial
real estate
 
Commercial
construction
 Commercial Total
Grade:  
  
  
    
  
  
    
  
  
    
  
  
  
Pass $659,853
 $96,445
 $534,127
 $1,290,425
 $658,288
 $89,974
 $547,640
 $1,295,902
 $723,864
 $74,093
 $593,952
 $1,391,909
 $658,288
 $89,974
 $547,640
 $1,295,902
Special mention 7,960
 
 11,148
 19,108
 32,871
 
 11,598
 44,469
 18,038
 
 25,822
 43,860
 32,871
 
 11,598
 44,469
Substandard 69,676
 2,289
 30,960
 102,925
 57,239
 2,290
 28,653
 88,182
 69,069
 2,289
 14,753
 86,111
 57,239
 2,290
 28,653
 88,182
Doubtful 
 
 
 
 
 
 
 
 
 
 3,686
 3,686
 
 
 
 
Loss 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total $737,489
 $98,734
 $576,235
 $1,412,458
 $748,398
 $92,264
 $587,891
 $1,428,553
 $810,971
 $76,382
 $638,213
 $1,525,566
 $748,398
 $92,264
 $587,891
 $1,428,553


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
 
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
March 31, 2019  
  
  
  
  
  
  
September 30, 2019  
  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $2,625
 $2,954
 $3,866
 $9,445
 $2,150,441
 $2,159,886
 $
 $2,162
 $807
 $2,452
 $5,421
 $2,178,467
 $2,183,888
 $
Commercial real estate 2,225
 
 
 2,225
 735,264
 737,489
 
 347
 
 
 347
 810,624
 810,971
 
Home equity line of credit 1,244
 251
 2,726
 4,221
 991,403
 995,624
 
 736
 814
 2,127
 3,677
 1,075,585
 1,079,262
 
Residential land 818
 488
 9
 1,315
 11,626
 12,941
 
 
 
 25
 25
 15,070
 15,095
 
Commercial construction 
 
 
 
 98,734
 98,734
 
 
 
 
 
 76,382
 76,382
 
Residential construction 
 
 
 
 10,924
 10,924
 
 
 
 
 
 10,104
 10,104
 
Commercial 3,167
 570
 337
 4,074
 572,161
 576,235
 
 359
 174
 1,280
 1,813
 636,400
 638,213
 
Consumer 4,173
 2,551
 2,458
 9,182
 257,255
 266,437
 
 4,230
 2,923
 2,461
 9,614
 260,127
 269,741
 
Total loans $14,252
 $6,814
 $9,396
 $30,462
 $4,827,808
 $4,858,270
 $
 $7,834
 $4,718
 $8,345
 $20,897
 $5,062,759
 $5,083,656
 $
December 31, 2018  
  
  
  
  
  
  
  
  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $3,757
 $2,773
 $2,339
 $8,869
 $2,134,528
 $2,143,397
 $
 $3,757
 $2,773
 $2,339
 $8,869
 $2,134,528
 $2,143,397
 $
Commercial real estate 
 
 
 
 748,398
 748,398
 
 
 
 
 
 748,398
 748,398
 
Home equity line of credit 1,139
 681
 2,720
 4,540
 973,697
 978,237
 
 1,139
 681
 2,720
 4,540
 973,697
 978,237
 
Residential land 9
 
 319
 328
 12,810
 13,138
 
 9
 
 319
 328
 12,810
 13,138
 
Commercial construction 
 
 
 
 92,264
 92,264
 
 
 
 
 
 92,264
 92,264
 
Residential construction 
 
 
 
 14,307
 14,307
 
 
 
 
 
 14,307
 14,307
 
Commercial 315
 281
 548
 1,144
 586,747
 587,891
 
 315
 281
 548
 1,144
 586,747
 587,891
 
Consumer 5,220
 3,166
 2,702
 11,088
 254,914
 266,002
 
 5,220
 3,166
 2,702
 11,088
 254,914
 266,002
 
Total loans $10,440
 $6,901
 $8,628
 $25,969
 $4,817,665
 $4,843,634
 $
 $10,440
 $6,901
 $8,628
 $25,969
 $4,817,665
 $4,843,634
 $



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


The credit risk profile based on nonaccrual loans, accruing loans 90 days or more past due and troubled debt restructuring (TDR) loans was as follows:
(in thousands) March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
Real estate:  
  
  
  
Residential 1-4 family $13,878
 $12,037
 $12,076
 $12,037
Commercial real estate 
 
 
 
Home equity line of credit 6,888
 6,348
 7,859
 6,348
Residential land 452
 436
 457
 436
Commercial construction 
 
 
 
Residential construction 
 
 
 
Commercial 14,447
 4,278
 7,004
 4,278
Consumer 4,542
 4,196
 4,632
 4,196
Total nonaccrual loans $40,207
 $27,295
 $32,028
 $27,295
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 $10,145
 $10,194
 $9,981
 $10,194
Commercial real estate 902
 915
 877
 915
Home equity line of credit 11,013
 11,597
 10,686
 11,597
Residential land 1,613
 1,622
 2,737
 1,622
Commercial construction 
 
 
 
Residential construction 
 
 
 
Commercial 1,622
 1,527
 2,564
 1,527
Consumer 61
 62
 58
 62
Total troubled debt restructured loans not included above $25,356
 $25,917
 $26,903
 $25,917



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


The total carrying amount and the total unpaid principal balance of impaired loans were as follows:
 March 31, 2019 Three months ended March 31, 2019 September 30, 2019 Three months ended September 30, 2019 Nine months ended September 30, 2019
(in thousands) 
Recorded
investment
 
Unpaid
principal
balance
 
Related
Allowance
 
Average
recorded
investment
 
Interest
income
recognized*
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
Allowance
 
Average
recorded
investment
 
Interest
income
recognized*
 
Average
recorded
investment
 
Interest
income
recognized*
With no related allowance recordedWith no related allowance recorded  
  
  
  
With no related allowance recorded  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $9,208
 $9,833
 $
 $7,991
 $160
 $8,277
 $8,877
 $
 $8,562
 $175
 $8,515
 $422
Commercial real estate 
 
 
 
 
 
 
 
 
 
 
 
Home equity line of credit 2,508
 2,778
 
 2,534
 12
 1,806
 1,967
 
 1,797
 12
 2,091
 78
Residential land 2,036
 2,235
 
 2,036
 26
 3,194
 3,398
 
 3,205
 40
 2,507
 90
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 4,736
 5,897
 
 3,973
 
 6,749
 11,894
 
 4,812
 239
 4,470
 239
Consumer 31
 31
 
 31
 
 2
 2
 
 21
 4
 27
 4
 $18,519
 $20,774
 $
 $16,565
 $198
 $20,028
 $26,138
 $
 $18,397
 $470
 $17,610
 $833
With an allowance recordedWith an allowance recorded  
  
  
  
With an allowance recorded  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $8,195
 $8,248
 $771
 $8,394
 $83
 $8,279
 $8,332
 $906
 $8,296
 $86
 $8,377
 $265
Commercial real estate 902
 902
 7
 906
 10
 877
 877
 7
 881
 9
 894
 28
Home equity line of credit 11,538
 11,577
 491
 11,823
 130
 11,103
 11,133
 500
 11,332
 143
 11,606
 425
Residential land 29
 29
 4
 29
 
 
 
 
 
 
 36
 
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 11,159
 11,159
 2,965
 4,750
 26
 2,621
 2,621
 905
 8,330
 38
 8,026
 94
Consumer 57
 57
 4
 57
 1
 556
 556
 504
 556
 12
 301
 14
 $31,880
 $31,972
 $4,242
 $25,959
 $250
 $23,436
 $23,519
 $2,822
 $29,395
 $288
 $29,240
 $826
Total  
  
  
  
  
  
  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $17,403
 $18,081
 $771
 $16,385
 $243
 $16,556
 $17,209
 $906
 $16,858
 $261
 $16,892
 $687
Commercial real estate 902
 902
 7
 906
 10
 877
 877
 7
 881
 9
 894
 28
Home equity line of credit 14,046
 14,355
 491
 14,357
 142
 12,909
 13,100
 500
 13,129
 155
 13,697
 503
Residential land 2,065
 2,264
 4
 2,065
 26
 3,194
 3,398
 
 3,205
 40
 2,543
 90
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 15,895
 17,056
 2,965
 8,723
 26
 9,370
 14,515
 905
 13,142
 277
 12,496
 333
Consumer 88
 88
 4
 88
 1
 558
 558
 504
 577
 16
 328
 18
 $50,399
 $52,746
 $4,242
 $42,524
 $448
 $43,464
 $49,657
 $2,822
 $47,792
 $758
 $46,850
 $1,659


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


 December 31, 2018 Three months ended March 31, 2018 December 31, 2018 Three months ended September 30, 2018 Nine months ended September 30, 2018
(in thousands) 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Average
recorded
investment
 
Interest
income
recognized*
 
Recorded
investment
 
Unpaid
principal
balance
 
Related
allowance
 
Average
recorded
investment
 
Interest
income
recognized*
 
Average
recorded
investment
 
Interest
income
recognized*
With no related allowance recordedWith no related allowance recorded  
  
  
  
With no related allowance recorded  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $7,822
 $8,333
 $
 $8,496
 $107
 $7,822
 $8,333
 $
 $8,940
 $239
 $8,779
 $396
Commercial real estate 
 
 
 
 
 
 
 
 
 
 
 
Home equity line of credit 2,743
 3,004
 
 1,700
 5
 2,743
 3,004
 
 2,234
 23
 2,103
 35
Residential land 2,030
 2,228
 
 1,168
 5
 2,030
 2,228
 
 1,773
 6
 1,358
 16
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 3,722
 4,775
 
 2,357
 10
 3,722
 4,775
 
 3,915
 6
 3,099
 26
Consumer 32
 32
 
 7
 
 32
 32
 
 33
 
 18
 
 $16,349
 $18,372
 $
 $13,728
 $127
 $16,349
 $18,372
 $
 $16,895
 $274
 $15,357
 $473
With an allowance recorded  
  
  
  
  
  
  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $8,672
 $8,875
 $876
 $9,129
 $93
 $8,672
 $8,875
 $876
 $8,820
 $84
 $8,909
 $274
Commercial real estate 915
 915
 7
 1,008
 11
 915
 915
 7
 985
 11
 997
 32
Home equity line of credit 12,057
 12,086
 701
 7,741
 81
 12,057
 12,086
 701
 12,090
 111
 10,083
 288
Residential land 29
 29
 6
 77
 2
 29
 29
 6
 20
 
 45
 3
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 1,618
 1,618
 628
 1,957
 36
 1,618
 1,618
 628
 1,774
 28
 1,824
 94
Consumer 57
 57
 4
 58
 1
 57
 57
 4
 57
 1
 58
 3
 $23,348
 $23,580
 $2,222
 $19,970
 $224
 $23,348
 $23,580
 $2,222
 $23,746
 $235
 $21,916
 $694
Total  
  
  
  
  
  
  
  
  
  
  
  
Real estate:  
  
  
  
  
  
  
  
  
  
  
  
Residential 1-4 family $16,494
 $17,208
 $876
 $17,625
 $200
 $16,494
 $17,208
 $876
 $17,760
 $323
 $17,688
 $670
Commercial real estate 915
 915
 7
 1,008
 11
 915
 915
 7
 985
 11
 997
 32
Home equity line of credit 14,800
 15,090
 701
 9,441
 86
 14,800
 15,090
 701
 14,324
 134
 12,186
 323
Residential land 2,059
 2,257
 6
 1,245
 7
 2,059
 2,257
 6
 1,793
 6
 1,403
 19
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 5,340
 6,393
 628
 4,314
 46
 5,340
 6,393
 628
 5,689
 34
 4,923
 120
Consumer 89
 89
 4
 65
 1
 89
 89
 4
 90
 1
 76
 3
 $39,697
 $41,952
 $2,222
 $33,698
 $351
 $39,697
 $41,952
 $2,222
 $40,641
 $509
 $37,273
 $1,167
*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.
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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Loan modifications that occurred during the third quarters and first quartersnine months of 2019 and 2018 were as follows:
Loans modified as a TDR Three months ended March 31, 2019 Three months ended March 31, 2018 Three months ended September 30, 2019 Nine months ended September 30, 2019
(dollars in thousands) Number of contracts 
Outstanding recorded 
investment
 (as of period end)1
 
Related allowance
(as of period end)
 Number of contracts 
Outstanding recorded 
investment
 (as of period end)1
 
Related allowance
(as of period end)
 Number of contracts 
Outstanding 
recorded 
investment
 (as of period end)1
 
Related allowance
(as of period end)
 Number of contracts 
Outstanding 
recorded 
investment
 (as of period end)1
 
Related allowance
(as of period end)
Troubled debt restructurings  
  
          
  
    
  
  
Real estate:  
  
          
  
    
  
  
Residential 1-4 family 8
 $1,048
 $5
 1
 $345
 $107
 1
 $324
 $
 10
 $1,563
 $165
Commercial real estate 
 
 
 
 
 
 
 
 
 
 
 
Home equity line of credit 2
 264
 23
 18
 2,155
 417
 
 
 
 3
 429
 85
Residential land 1
 335
 
 
 
 
 1
 350
 
 3
 1,169
 
Commercial construction 
 
 
 
 
 
 
 
 
 
 
 
Residential construction 
 
 
 
 
 
 
 
 
 
 
 
Commercial 1
 195
 17
 5
 2,213
 
 3
 275
 58
 6
 1,761
 218
Consumer 
 
 
 
 
 
 
 
 
 
 
 
 12
 $1,842
 $45
 24
 $4,713
 $524
 5
 $949
 $58
 22
 $4,922
 $468
            
Loans modified as a TDR Three months ended September 30, 2018 Nine months ended September 30, 2018
(dollars in thousands) Number of contracts 
Outstanding 
recorded 
investment

(as of period end)
1
 
Related allowance
(as of period end)
 Number of contracts 
Outstanding 
recorded 
investment
 (as of period end)1
 
Related allowance
(as of period end)
Troubled debt restructurings  
  
    
  
  
Real estate:  
  
    
  
  
Residential 1-4 family 2
 $427
 $19
 2
 $427
 $19
Commercial real estate 
 
 
 
 
 
Home equity line of credit 16
 1,571
 283
 52
 6,540
 930
Residential land 2
 1,343
 
 2
 1,343
 
Commercial construction 
 
 
 
 
 
Residential construction 
 
 
 
 
 
Commercial 6
 255
 174
 13
 2,381
 218
Consumer 
 
 
 
 
 
 26
 $3,596
 $476
 69
 $10,691
 $1,167

1The period end balances reflect all paydowns and charge-offs since the modification period. TDRs fully paid off, charged-off, or foreclosed upon by period end are not included.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


There were no loans modified in TDRs that experienced a payment default of 90 days or more during the third quarter and first nine months of 2019. Loans modified in TDRs that experienced a payment default of 90 days or more during the third quarter and first quartersnine months of 2019 and 2018, and for which the payment of default occurred within one year of the modification, were as follows:
  Three months ended March 31, 2019 Three months ended March 31, 2018
(dollars in thousands) Number of contracts 
Outstanding
 recorded 
investment
(as of period end)1
 Number of contracts 
Outstanding 
recorded 
investment
 (as of period end)1
TDRs that defaulted during the period within twelve months of their modification date    
  
  
Real estate:    
  
  
Residential 1-4 family 
 $
 1
 $49
Commercial real estate 
 
 
 
Home equity line of credit 
 
 1
 86
Residential land 
 
 
 
Commercial construction 
 
 
 
Residential construction 
 
 
 
Commercial 1
 19
 
 
Consumer 
 
 
 
  1
 $19
 2
 $135

  Three months ended September 30, 2018 Nine months ended September 30, 2018
(dollars in thousands) Number of contracts 
Outstanding 
recorded 
investment

(as of period end)
1
 Number of contracts 
Outstanding 
recorded 
investment
 (as of period end)1
TDRs that defaulted during the period within twelve months of their modification date    
    
Real estate:    
    
Residential 1-4 family 
 $
 
 $
Commercial real estate 
 
 
 
Home equity line of credit 
 
 1
 81
Residential land 
 
 
 
Commercial construction 
 
 
 
Residential construction 
 
 
 
Commercial 
 
 1
 291
Consumer 
 
 
 
  
 $
 2
 $372
1
The period end balances reflect all paydowns and charge-offs since the modification period. TDRs fully paid off, charged-off, or foreclosed upon by period end are not included.
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 nilNaN at March 31,September 30, 2019 and December 31, 2018.
The Company had $5.2$4.3 million and $4.2 million of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure at March 31,September 30, 2019 and December 31, 2018, respectively.
Mortgage servicing rights (MSRs). 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 proceeds from the sale of residential mortgages of $24.9$87.8 million and $33.1$31.9 million for three months ended September 30, 2019 and 2018, respectively, and $177.3 million and $109.3 million for the threenine months ended March 31,September 30, 2019 and 2018, respectively, and recognized gains on such sales of $0.6$1.5 million and $0.2 million for boththe three months ended September 30, 2019 and 2018, respectively, and $3.1 million and $1.4 million for the nine months ended September 30, 2019 and 2018, respectively.
There were no repurchased mortgage loans for the three and nine months ended September 30, 2019 and 2018. The repurchase reserve was $0.1 million as of these periods.September 30, 2019 and 2018.
Mortgage servicing fees, a component of other income, net, were $0.8 million and $0.7 million for the three months ended September 30, 2019 and 2018, respectively, and were $2.2 million for the nine months ended September 30, 2019 and 2018, respectively.
Changes in the carrying value of MSRs were as follows:
(in thousands) Gross
carrying amount
 Accumulated amortization Valuation allowance Net
carrying amount
September 30, 2019 $20,413
 $(11,846) $
 $8,567
December 31, 2018 18,556
 (10,494) 
 8,062


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


There were no repurchased mortgage loans for the three months ended March 31, 2019 and 2018. The repurchase reserve was $0.1 million as of March 31, 2019 and 2018.
Mortgage servicing fees, a component of other income, net, were $0.7 million for both the three months ended March 31, 2019 and 2018.
Changes in the carrying value of MSRs were as follows:
(in thousands) Gross
carrying amount
 Accumulated amortization Valuation allowance Net
carrying amount
March 31, 2019 $18,786
 $(10,889) $
 $7,897
December 31, 2018 18,556
 (10,494) 
 8,062


Changes related to MSRs were as follows:
 Three months ended March 31 Three months ended September 30, Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Mortgage servicing rights            
Beginning balance $8,062
 $8,639
 $8,103
 $8,509
 $8,062
 $8,639
Amount capitalized 230
 335
 995
 305
 1,857
 1,032
Amortization (395) (433) (531) (388) (1,352) (1,245)
Other-than-temporary impairment 
 
 
 
 
 
Carrying amount before valuation allowance 7,897
 8,541
 8,567
 8,426
 8,567
 8,426
Valuation allowance for mortgage servicing rights            
Beginning balance 
 
 
 
 
 
Provision (recovery) 
 
 
 
 
 
Other-than-temporary impairment 
 
 
 
 
 
Ending balance 
 
 
 
 
 
Net carrying value of mortgage servicing rights $7,897
 $8,541
 $8,567
 $8,426
 $8,567
 $8,426

ASB capitalizes MSRs acquired upon the sale of mortgage loans with servicing rights retained. On a monthly basis, ASB compares the net carrying value of the MSRs to its fair value to determine if there are any changes to the valuation allowance and/or other-than-temporary impairment for the MSRs.
ASB uses a present value cash flow model 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 MSRs used in the impairment analysis were as follows:
(dollars in thousands) March 31, 2019
 December 31, 2018
 September 30, 2019
 December 31, 2018
Unpaid principal balance $1,172,573
 $1,188,514
 $1,232,240
 $1,188,514
Weighted average note rate 3.99% 3.98% 3.99% 3.98%
Weighted average discount rate 10.0% 10.0% 9.3% 10.0%
Weighted average prepayment speed 7.4% 6.5% 12.8% 6.5%


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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:
(dollars in thousands) March 31, 2019
 December 31, 2018
 September 30, 2019
 December 31, 2018
Prepayment rate:        
25 basis points adverse rate change $(421) $(250) $(1,058) $(250)
50 basis points adverse rate change (962) (566) (2,093) (566)
Discount rate:        
25 basis points adverse rate change (126) (139) (90) (139)
50 basis points adverse rate change (251) (275) (180) (275)


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.
Other borrowings.  FHLB advances are fixed rate for a specific term. As of March 31,September 30, 2019, ASB had an$38.0 million FHLB advance outstanding for $25 million with a maturity date of April 2019.advances outstanding. ASB was in compliance with all Advances, Pledge and Security Agreement requirements as of March 31,September 30, 2019.
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 condensed 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 a conditional right of set-off in case of default by either party; however, ASB presents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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 Sheets
 
Net amount of liabilities presented
in the Balance Sheets
 
Gross amount of
recognized liabilities
 
Gross amount offset in
the Balance Sheets
 
Net amount of liabilities presented
in the Balance Sheets
Repurchase agreements  
  
  
  
  
  
March 31, 2019 $65
 $
 $65
September 30, 2019 $91
 $
 $91
December 31, 2018 65
 
 65
 65
 
 65
 Gross amount not offset in the Balance Sheets Gross amount not offset in the Balance Sheets
(in millions) 
 Net amount of liabilities presented
in the Balance Sheets
 
Financial
instruments
 
Cash
collateral
pledged
 
 Net amount of liabilities presented
in the Balance Sheets
 
Financial
instruments
 
Cash
collateral
pledged
Commercial account holders            
March 31, 2019 $65
 $90
 $
September 30, 2019 $91
 $111
 $
December 31, 2018 65
 92
 
 65
 92
 

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.
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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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:
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
(in thousands) Notional amount Fair value Notional amount Fair value Notional amount Fair value Notional amount Fair value
Interest rate lock commitments $31,406
 $462
 $10,180
 $91
 $42,073
 $470
 $10,180
 $91
Forward commitments 34,165
 (161) 10,132
 (43) 55,791
 (76) 10,132
 (43)


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


ASB’s derivative financial instruments, their fair values and balance sheet location were as follows:
Derivative Financial Instruments Not Designated as Hedging Instruments 1
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
(in thousands)  Asset derivatives 
 Liability
derivatives
  Asset derivatives  Liability
derivatives
  Asset derivatives 
 Liability
derivatives
  Asset derivatives  Liability
derivatives
Interest rate lock commitments $463
 $1
 $91
 $
 $477
 $7
 $91
 $
Forward commitments 9
 170
 
 43
 9
 85
 
 43
 $472
 $171
 $91
 $43
 $486
 $92
 $91
 $43
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 as Hedging Instruments Location of net gains (losses) recognized in the Statements of Income Three months ended March 31 Location of net gains (losses) recognized in the Statements of Income Three months ended September 30, Nine months ended September 30
(in thousands) 2019 2018 2019 2018 2019 2018
Interest rate lock commitments Mortgage banking income $371
 $124
 Mortgage banking income $(3) $(248) $379
 $(131)
Forward commitments Mortgage banking income (118) (36) Mortgage banking income 39
 62
 (33) 24
 $253
 $88
 $36
 $(186) $346
 $(107)

Low-Income Housing Tax Credit (LIHTC). ASB’s unfunded commitments to fund its LIHTC investment partnerships were $16.5$20.7 million and $18.1 million at March 31,September 30, 2019 and December 31, 2018, respectively. These unfunded commitments were unconditional and legally binding and are recorded in other liabilities with a corresponding increase in other assets. As of March 31,September 30, 2019, ASB did not have any impairment losses resulting from forfeiture or ineligibility of tax credits or other circumstances related to its LIHTC investment partnerships.
Note 5 · Credit agreements
HEI and Hawaiian Electric each entered into a separate agreement with a syndicate of eight8 financial institutions (the HEI Facility and Hawaiian Electric Facility, respectively, and together, the Credit Facilities), effective July 3, 2017, to amend and restate their respective previously existing revolving unsecured credit agreements. The $150 million HEI Facility and $200 million Hawaiian Electric Facility both terminate on June 30, 2022. As of March 31,September 30, 2019 and December 31, 2018, no amounts were outstanding under the Credit Facilities.
The Credit 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.
Changes in long-term debt. On May 13, 2019, the Utilities issued, through a private placement pursuant to separate Note Purchase Agreements (the Note Purchase Agreements), the following unsecured notes bearing taxable interest (the Unsecured Notes):
Series 2019A
Aggregate principal amount$50 million
Fixed coupon interest rate4.21%
Maturity dateMay 15, 2034
Principal amount by company:
Hawaiian Electric$30 million
Hawaii Electric Light$10 million
Maui Electric$10 million
The Unsecured Notes include substantially the same financial covenants and customary conditions as Hawaiian Electric’s credit agreement. Hawaiian Electric is also a party as guarantor under the Note Purchase Agreements entered into by Hawaii Electric Light and Maui Electric. The Unsecured 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,” as defined in the Note Purchase Agreements. On May 15, 2019, proceeds from the sale were applied to redeem the Utilities’ 2004 junior subordinated deferrable interest debentures at par

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


value:
2004 Junior subordinated deferrable interest debentures redeemed
Aggregate principal amount$51.5 million
Fixed coupon interest rate6.50%
Maturity dateMay 15, 2034
Principal amount by company:
Hawaiian Electric$31.5 million
Hawaii Electric Light$10 million
Maui Electric$10 million
On July 18, 2019, the Department of Budget and Finance of the State of Hawaii (DBF) for the benefit of Hawaiian Electric and Hawaii Electric Light, issued, at par:
Refunding Series 2019 Special Purpose Revenue Bonds
Aggregate principal amount$150 million
Fixed coupon interest rate3.20%
Maturity dateJuly 1, 2039
DBF loaned the proceeds to:
Hawaiian Electric$90 million
Hawaii Electric Light$60 million
On July 26, 2019, proceeds from the sale were applied to redeem at par, bonds previously issued by the DBF for the benefit of Hawaiian Electric and Hawaii Electric Light:
Series 2009 Special Purpose Revenue Bonds Redeemed
Aggregate principal amount$150 million
Fixed coupon interest rate6.50%
Maturity dateJuly 1, 2039
Principal amount by company:
Hawaiian Electric$90 million
Hawaii Electric Light$60 million

On October 10, 2019, the DBF for the benefit of Hawaiian Electric, Hawaii Electric Light and Maui Electric, issued, at par:
Series 2019 Special Purpose Revenue Bonds
Aggregate principal amount$80 million
Fixed coupon interest rate3.50%
Maturity dateOctober 1, 2049
DBF loaned the proceeds to:
Hawaiian Electric$70 million
Hawaii Electric Light$2.5 million
Maui Electric$7.5 million

Proceeds will be used to finance capital expenditures, including reimbursements to the Companies for previously incurred capital expenditures. For Series 2019 Special Purpose Revenue Bonds (SPRBs), funds on deposit with trustee represent the undrawn proceeds from the issuance of the SPRBs and earn interest at market rates. These funds are available only to pay (or to reimburse) the Utilities for their capital expenditures.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Note 6 · Leases
The Company adopted ASU No. 2016-02 and related amendments on January 1, 2019, and used the effective date as the date of initial application. The Company elected the practical expedient package under which the Company did not reassess its prior conclusions about whether any expired or existing contracts are or contain leases, whether there is a change in lease classification for any expired or existing leases under the new standard, or whether there were initial direct costs for any existing leases that would be treated differently under the new standard. The Company elected the short-term lease recognition exemption for all of its leases that qualify, and accordingly, does not recognize lease liabilities and ROU assets for all leases that have lease terms that are 12 months or less. The amounts related to short-term leases are not material. The Company elected the practical expedient to not separate lease and non-lease components for its real estate and equipment and fossil fuel and renewable energy PPAs. The Company elected the practical expedient to not assess all existing land easements that were not previously accounted for in accordance with ASC 840.
The Company leases certain real estate and equipment for various terms under long-term operating lease agreements. The agreements expire at various dates through 2054 and provide for renewal options up to 10 years. The periods associated with the renewal options are excluded for the purpose of determining the lease term unless the exercise of the renewable option is reasonably certain. In the normal course of business, it is expected that many of these agreements will be replaced by similar agreements. Certain real estate leases require the Company to pay for operating expenses such as common area maintenance, real estate taxes and insurance.
Additionally, the Utilities contract with independent power producers to supply energy under long-term power purchase agreements. Certain PPAs are treated as operating leases under the new standard because the Company elected the practical expedient package under which prior conclusions about lease identification were not reassessed. PPAs generally include variable lease payments (e.g., payments based on kWh), and several as-available PPAs have variable-only payment terms. For PPAs with no minimum lease payments, the Utilities do not recognize any lease liabilities or ROU assets, and the related costs are reported as variable lease costs.
In August 2019, Hawaiian Electric entered into a lease agreement for a total office space of approximately 195,000 square feet in downtown Honolulu to lower costs and bring together office workers in separate leased buildings. The lease consists of two different phases with expected commencement dates of January 2020 and January 2021, respectively, and is an operating lease for a term of 12 years with various options to extend up to 10 years. Annual rent expense for each phase will be approximately $1.9 million and $1.7 million, respectively.
The Utilities’ lease payments for each operating lease agreement were discounted using its estimated unsecured borrowing rates for the appropriate term, reduced for the estimated impact of collateral. ASB’s lease payments for each operating lease agreement were discounted using Federal Home Loan Bank of Des Moines (FHLB) fixed rate advance rates, which are collateralized, for the appropriate term. The FHLB is the bank’s primary wholesale funding source and can provide borrowing rates for various terms starting at overnight borrowings to 30-year borrowing terms.
Amounts related to the Company’s total lease cost and cash flows arising from lease transaction are as follows:
 HEI consolidated Hawaiian Electric consolidated
Three months ended March 31, 2019
(in thousands)
Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
Operating lease cost$2,684
$15,478
$18,162
 $1,486
$15,478
$16,964
Variable lease cost2,804
41,280
44,084
 2,086
41,280
43,366
Total lease cost$5,488
$56,758
$62,246
 $3,572
$56,758
$60,330
Other information       
Cash paid for amounts included in the measurement of lease liabilities—Operating cash flows from operating leases$2,586
$15,037
$17,623
 $1,397
$15,037
$16,434
Weighted-average remaining lease term—operating leases (in years)6.7
3.5
4.0
 5.0
3.5
3.6
Weighted-average discount rate—operating leases3.71%4.08%4.01% 4.17%4.08%4.09%




 HEI consolidated Hawaiian Electric consolidated

Three months ended September 30, 2019
(in thousands)
Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
Operating lease cost$2,892
$15,478
$18,370
 $1,542
$15,478
$17,020
Variable lease cost3,577
57,912
61,489
 2,836
57,912
60,748
Total lease cost$6,469
$73,390
$79,859
 $4,378
$73,390
$77,768
Other information       
Cash paid for amounts included in the measurement of lease liabilities—Operating cash flows from operating leases$2,687
$16,795
$19,482
 $1,455
$16,795
$18,250

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


 HEI consolidated Hawaiian Electric consolidated
Nine months ended September 30, 2019
(dollars in thousands)
Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
Operating lease cost$8,632
$46,434
$55,066
 $4,551
$46,434
$50,985
Variable lease cost9,777
143,177
152,954
 7,686
143,177
150,863
Total lease cost$18,409
$189,611
$208,020
 $12,237
$189,611
$201,848
Other information       
Cash paid for amounts included in the measurement of lease liabilities—Operating cash flows from operating leases$7,867
$46,162
$54,029
 $4,263
$46,162
$50,425
Weighted-average remaining lease term—operating leases (in years)6.5
3.0
3.7
 4.7
3.0
3.2
Weighted-average discount rate—operating leases3.55%4.08%3.98% 4.17%4.08%4.09%

The following table summarizes the maturity of our operating lease liabilities as of March 31,September 30, 2019:
 HEI consolidated Hawaiian Electric consolidated
(in millions)Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
2019 (remaining months)$3
$17
$20
 $2
$17
$19
202011
63
74
 6
63
69
20219
63
72
 5
63
68
20226
42
48
 2
42
44
20234

4
 2

2
20243

3
 1

1
Thereafter9

9
 2

2
Total lease payments45
185
230
 20
185
205
Less: Imputed interest(6)(11)(17) (2)(11)(13)
Total present value of lease payments$39
$174
$213
 $18
$174
$192
 HEI consolidated Hawaiian Electric consolidated
(in millions)Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
2019 (remaining months)$8
$48
$56
 $4
$48
$52
202010
63
73
 6
63
69
20218
63
71
 5
63
68
20225
42
47
 2
42
44
20234

4
 2

2
Thereafter11

11
 3

3
Total lease payments46
216
262
 22
216
238
Less: Imputed interest(6)(15)(21) (2)(15)(17)
Total present value of lease payments$40
$201
$241
 $20
$201
$221

The future minimum lease obligations under operating leases in effect as of December 31, 2018, having a term in excess of one year as determined prior to the adoption of ASC 842 are as follows:
 HEI consolidated Hawaiian Electric consolidated
(in millions)Other leasesPPAs classified as leasesTotal Other leasesPPAs classified as leasesTotal
2019$11
$63
$74
 $6
$63
$69
20209
63
72
 6
63
69
20218
63
71
 5
63
68
20225
42
47
 2
42
44
20234

4
 2

2
Thereafter12

12
 3

3
Total lease payments$49
$231
$280
 $24
$231
$255


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 7 · Shareholders’ equity
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 ConsolidatedHEI Consolidated Hawaiian Electric Consolidated
(in thousands) Net unrealized gains (losses) on securities  Unrealized gains (losses) on derivatives Retirement benefit plans AOCI AOCI-Retirement benefit plans Net unrealized gains (losses) on securities  Unrealized gains (losses) on derivatives Retirement benefit plans AOCI AOCI-Retirement benefit plans
Balance, December 31, 2018$(24,423) $(436) $(25,751) $(50,610) $99
$(24,423) $(436) $(25,751) $(50,610) $99
Current period other comprehensive income (loss)9,439
 (403) 205
 9,241
 24
27,368
 (1,663) 532
 26,237
 73
Balance, March 31, 2019$(14,984) $(839) $(25,546) $(41,369) $123
Balance, September 30, 2019$2,945
 $(2,099) $(25,219) $(24,373) $172
Balance, December 31, 2017$(14,951) $
 $(26,990) $(41,941) $(1,219)$(14,951) $
 $(26,990) $(41,941) $(1,219)
Current period other comprehensive income (loss)(13,297) 
 524
 (12,773) 31
(22,768) 
 1,581
 (21,187) 85
Balance, March 31, 2018$(28,248) $
 $(26,466) $(54,714) $(1,188)
Balance, September 30, 2018$(37,719) $
 $(25,409) $(63,128) $(1,134)

Reclassifications out of AOCI were as follows:
  Amount reclassified from AOCI  
  Three months ended September 30 Nine months ended September 30 Affected line item in the
(in thousands) 2019 2018 2019 2018  Statements of Income / Balance Sheets
HEI consolidated          
Net realized gains on securities included in net income $(478) $
 $(478) $
 Revenues-bank (gains on sale of investment securities, net)
Retirement benefit plans:  
  
  
  
  
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost 2,615
 5,259
 7,621
 15,755
 See Note 9 for additional details
Impact of D&Os of the PUC included in regulatory assets (2,493) (4,725) (7,089) (14,174) See Note 9 for additional details
Total reclassifications $(356) $534
 $54
 $1,581
  
Hawaiian Electric consolidated          
Retirement benefit plans:    
    
  
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost $2,519
 $4,753
 $7,162
 $14,259
 See Note 9 for additional details
Impact of D&Os of the PUC included in regulatory assets (2,493) (4,725) (7,089) (14,174) See Note 9 for additional details
Total reclassifications $26
 $28
 $73
 $85
  


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Reclassifications out of AOCI were as follows:
  Amount reclassified from AOCI  
  Three months ended March 31 Affected line item in the
(in thousands) 2019 2018  Statements of Income / Balance Sheets
HEI consolidated      
Retirement benefit plans:  
  
  
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost $2,503
 $5,146
 See Note 9 for additional details
Impact of D&Os of the PUC included in regulatory assets (2,298) (4,622) See Note 9 for additional details
Total reclassifications $205
 $524
  
Hawaiian Electric consolidated      
Retirement benefit plans:    
  
Amortization of prior service credit and net losses recognized during the period in net periodic benefit cost $2,322
 $4,653
 See Note 9 for additional details
Impact of D&Os of the PUC included in regulatory assets (2,298) (4,622) See Note 9 for additional details
Total reclassifications $24
 $31
  

Note 8 · Revenues
Revenue from contracts with customers. The following tables disaggregate revenues by major source, timing of revenue recognition, and segment:
 Three months ended March 31
 2019 2018 Three months ended September 30, 2019 Nine months ended September 30, 2019
(in thousands)  Electric  utility Bank Other Total Electric  utility Bank Other Total Electric  utility Bank Other Total Electric  utility Bank Other Total
Revenues from contracts with customers                                
Electric energy sales - residential $175,745
 $
 $
 $175,745
 $178,589
 $
 $
 $178,589
 $230,051
 $
 $
 $230,051
 $601,664
 $
 $
 $601,664
Electric energy sales - commercial 187,408
 
 
 187,408
 188,998
 
 
 188,998
 230,411
 
 
 230,411
 635,097
 
 
 635,097
Electric energy sales - large light and power 198,926
 
 
 198,926
 192,321
 
 
 192,321
 248,457
 
 
 248,457
 679,252
 
 
 679,252
Electric energy sales - other 4,078
 
 
 4,078
 4,060
 
 
 4,060
 4,081
 
 
 4,081
 11,933
 
 
 11,933
Bank fees 
 11,233
 
 11,233
 
 11,497
 
 11,497
 
 12,111
 
 12,111
 
 34,976
 
 34,976
Total revenues from contracts with customers 566,157
 11,233
 
 577,390
 563,968
 11,497
 
 575,465
 713,000
 12,111
 
 725,111
 1,927,946
 34,976
 
 1,962,922
Revenues from other sources                                
Regulatory revenue 6,207
 
 
 6,207
 4,750
 
 
 4,750
 (30,800) 
 
 (30,800) (44,953) 
 
 (44,953)
Bank interest and dividend income 
 68,488
 
 68,488
 
 62,002
 
 62,002
 
 66,859
 
 66,859
 
 201,502
 
 201,502
Other bank noninterest income 
 3,331
 
 3,331
 
 1,920
 
 1,920
 
 4,231
 
 4,231
 
 11,462
 
 11,462
Other 6,131
 
 68
 6,199
 1,709
 
 28
 1,737
 6,130
 
 4
 6,134
 17,616
 
 86
 17,702
Total revenues from other sources 12,338
 71,819
 68
 84,225
 6,459
 63,922
 28
 70,409
 (24,670) 71,090
 4
 46,424
 (27,337) 212,964
 86
 185,713
Total revenues $578,495
 $83,052
 $68
 $661,615
 $570,427
 $75,419
 $28
 $645,874
 $688,330
 $83,201
 $4
 $771,535
 $1,900,609
 $247,940
 $86
 $2,148,635
Timing of revenue recognition                                
Services/goods transferred at a point in time $
 $11,233
 $
 $11,233
 $
 $11,497
 $
 $11,497
 $
 $12,111
 $
 $12,111
 $
 $34,976
 $
 $34,976
Services/goods transferred over time 566,157
 
 
 566,157
 563,968
 
 
 563,968
 713,000
 
 
 713,000
 1,927,946
 
 
 1,927,946
Total revenues from contracts with customers $566,157
 $11,233
 $
 $577,390
 $563,968
 $11,497
 $
 $575,465
 $713,000
 $12,111
 $
 $725,111
 $1,927,946
 $34,976
 $
 $1,962,922

  Three months ended September 30, 2018 Nine months ended September 30, 2018
(in thousands)  Electric  utility Bank Other Total Electric  utility Bank Other Total
Revenues from contracts with customers                
Electric energy sales - residential $222,196
 $
 $
 $222,196
 $586,002
 $
 $
 $586,002
Electric energy sales - commercial 229,476
 
 
 229,476
 624,643
 
 
 624,643
Electric energy sales - large light and power 242,457
 
 
 242,457
 649,454
 
 
 649,454
Electric energy sales - other 4,296
 
 
 4,296
 12,324
 
 
 12,324
Bank fees 
 11,743
 
 11,743
 
 34,797
 
 34,797
Total revenues from contracts with customers 698,425
 11,743
 
 710,168
 1,872,423
 34,797
 
 1,907,220
Revenues from other sources                
Regulatory revenue (13,572) 
 
 (13,572) (13,465) 
 
 (13,465)
Bank interest and dividend income 
 65,185
 
 65,185
 
 190,448
 
 190,448
Other bank noninterest income 
 3,568
 
 3,568
 
 7,774
 
 7,774
Other 2,556
 
 143
 2,699
 7,004
 
 218
 7,222
Total revenues from other sources (11,016) 68,753
 143
 57,880
 (6,461) 198,222
 218
 191,979
Total revenues $687,409
 $80,496
 $143
 $768,048
 $1,865,962
 $233,019
 $218
 $2,099,199
Timing of revenue recognition                
Services/goods transferred at a point in time $832
 $11,743
 $
 $12,575
 $2,380
 $34,797
 $
 $37,177
Services/goods transferred over time 697,593
 
 
 697,593
 1,870,043
 
 
 1,870,043
Total revenues from contracts with customers $698,425
 $11,743
 $
 $710,168
 $1,872,423
 $34,797
 $
 $1,907,220

There are no material contract assets or liabilities associated with revenues from contracts with customers existing at the beginning of the period or as of March 31,September 30, 2019. Accounts receivable and unbilled revenues related to contracts with customers represent an unconditional right to consideration since all performance obligations have been satisfied. These amounts are disclosed as accounts receivable and unbilled revenues, net on HEI’s condensed consolidated balance sheets and customer accounts receivable, net and accrued unbilled revenues, net on Hawaiian Electric’s condensed consolidated balance sheets.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


As of March 31,September 30, 2019, the Company had no material remaining performance obligations due to the nature of the Company’s contracts with its customers. For the Utilities, performance obligations are fulfilled as electricity is delivered to customers. For ASB, fees are recognized when a transaction is completed.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 9 · Retirement benefits
Defined benefit pension and other postretirement benefit plans information.  For the first threenine months of 2019, the Company contributed $836 million ($836 million by the Utilities) to its pension and other postretirement benefit plans, compared to $1638 million ($1537 million by the Utilities) in the first threenine months of 2018. The Company’s current estimate of total contributions to its pension and other postretirement benefit plans in 2019 is $47.5$49 million ($46.848 million by the Utilities, $0.7$1 million by HEI and nil by ASB), compared to $38.539 million ($37.638 million by the Utilities, $0.91 million by HEI and nil by ASB) in 2018. In addition, the Company expects to pay directly $2.6$3 million ($1.22 million by the Utilities) of benefits in 2019, compared to $1.5$2 million ($0.61 million by the Utilities) paid in 2018.
The components of NPPCnet periodic pension costs (NPPC) and NPBCnet periodic benefit costs (NPBC) for HEI consolidated and Hawaiian Electric consolidated were as follows:
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
 Pension benefits Other benefits Pension benefits Other benefits Pension benefits Other benefits
(in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
HEI consolidated     ��                  
Service cost $15,382
 $17,113
 $541
 $669
 $15,800
 $17,223
 $573
 $680
 $46,564
 $51,764
 $1,656
 $2,041
Interest cost 21,033
 19,234
 1,997
 1,931
 21,150
 19,340
 2,006
 1,986
 63,216
 58,033
 6,000
 5,947
Expected return on plan assets (27,998) (27,254) (3,086) (3,192) (27,991) (27,237) (3,101) (3,224) (83,988) (81,715) (9,273) (9,683)
Amortization of net prior service gain (11) (10) (452) (452) (10) (11) (451) (451) (32) (32) (1,355) (1,354)
Amortization of net actuarial (gains) losses 3,839
 7,395
 (3) (2) 3,989
 7,527
 (3) 25
 11,667
 22,556
 (10) 71
Net periodic pension/benefit cost (return) 12,245
 16,478
 (1,003) (1,046) 12,938
 16,842
 (976) (984) 37,427
 50,606
 (2,982) (2,978)
Impact of PUC D&Os 12,279
 2,657
 811
 1,071
 11,554
 7,785
 821
 953
 36,111
 17,621
 2,443
 3,048
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os) $24,524
 $19,135
 $(192) $25
 $24,492
 $24,627
 $(155) $(31) $73,538
 $68,227
 $(539) $70
Hawaiian Electric consolidated                        
Service cost $15,001
 $16,673
 $537
 $664
 $15,344
 $16,840
 $568
 $676
 $45,346
 $50,520
 $1,643
 $2,028
Interest cost 19,414
 17,710
 1,917
 1,859
 19,560
 17,824
 1,920
 1,907
 58,388
 53,471
 5,755
 5,721
Expected return on plan assets (26,164) (25,607) (3,035) (3,140) (26,146) (25,593) (3,064) (3,178) (78,474) (76,777) (9,135) (9,534)
Amortization of net prior service (gain) cost 2
 2
 (451) (451) 2
 2
 (451) (451) 6
 6
 (1,353) (1,353)
Amortization of net actuarial loss 3,576
 6,710
 
 
 3,841
 6,826
 
 25
 10,993
 20,477
 
 74
Net periodic pension/benefit cost (return) 11,829
 15,488
 (1,032) (1,068) 12,601
 15,899
 (1,027) (1,021) 36,259
 47,697
 (3,090) (3,064)
Impact of PUC D&Os 12,279
 2,657
 811
 1,071
 11,554
 7,785
 821
 953
 36,111
 17,621
 2,443
 3,048
Net periodic pension/benefit cost (adjusted for impact of PUC D&Os) $24,108
 $18,145
 $(221) $3
 $24,155
 $23,684
 $(206) $(68) $72,370
 $65,318
 $(647) $(16)

HEI consolidated recorded retirement benefits expense of $1544 million ($1443 million by the Utilities) and $1243 million ($1140 million by the Utilities) in the first threenine months of 2019 and 2018, respectively, and charged the remaining net periodic benefit cost primarily to electric utility plant.
The Utilities have implemented pension and OPEB tracking mechanisms under which all of their retirement benefit expenses (except for executive life and nonqualified pension plan expenses) determined in accordance with GAAP are recovered over time. Under the tracking mechanisms, these retirement benefit costs that are over/under amounts allowed in rates are charged/credited to a regulatory asset/liability. The regulatory asset/liability for each utility will be amortized over 5 years beginning with the issuance of the PUC’s D&O in the respective utility’s next rate case.
Defined contribution plans information.  For the first threenine months of 2019 and 2018, the Company’s expenses for its defined contribution pension plans under the Hawaiian Electric Industries Retirement Savings Plan (HEIRSP) and the ASB 401(k) Plan were $1.95.1 million and $1.64.8 million, respectively, and cash contributions for both were $3.76.0 million. and $5.9 million, respectively. For the first threenine months of 2019 and 2018, the Utilities’ expenses for its defined contribution pension plan under the HEIRSP were $0.7$1.9 million and $0.5$1.7 million, respectively, and cash contributions were $0.7$1.9 million and $0.5$1.7 million, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 10 · 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, restricted shares, restricted stock units, performance shares and other share-based and cash-based awards. The 2010 Equity and Incentive Plan (original EIP) was

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


amended and restated effective March 1, 2014 (EIP) and an additional 1.5 million shares were added to the shares available for issuance under these programs.
As of March 31,September 30, 2019, approximately 3.2 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 0.8 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).
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. On June 26, 2019, an additional 300,000 shares were made available for issuance under the 2011 Director Plan. As of March 31,September 30, 2019, there were 46,607311,027 shares remaining available for future issuance under the 2011 Director Plan.
Share-based compensation expense and the related income tax benefit were as follows:
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(in millions) 2019 2018 2019 2018 2019 2018
HEI consolidated            
Share-based compensation expense 1
 $2.2
 $1.7
 $2.3
 $1.5
 $8.1
 $5.9
Income tax benefit 0.3
 0.2
 0.3
 0.2
 1.2
 0.9
Hawaiian Electric consolidated            
Share-based compensation expense 1
 0.8
 0.6
 0.8
 0.6
 2.6
 2.1
Income tax benefit 0.1
 0.1
 0.1
 0.1
 0.5
 0.4
1 
For the three and nine months ended March 31,September 30, 2019 and 2018, the Company has not capitalized any share-based compensation.

Stock awards. HEI granted HEI common stock to nonemployee directors under the 2011 Director Plan as follows:
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
(dollars in thousands) 2019 2018
(dollars in millions) 2019 2018 2019 2018
Shares granted 
 1,074
 
 
 35,580
 38,821
Fair value $
 $39
 $
 $
 $1.5
 $1.3
Income tax benefit 
 10
 
 
 0.4
 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.
Restricted stock units.  Information about HEI’s grants of restricted stock units was as follows:
 Three months ended March 31Three months ended September 30 Nine months ended September 30
 2019 20182019 2018 2019 2018
 Shares (1) Shares (1)Shares (1) Shares (1) Shares (1) Shares (1)
Outstanding, beginning of period 200,358
 $33.05
 197,047
 $31.53
208,625
 $35.28
 200,856
 $33.03
 200,358
 $33.05
 197,047
 $31.53
Granted 94,559

37.68
 88,905

34.10
1,006

44.16
 1,789
 35.61
 95,565

37.75
 93,853

34.12
Vested (76,712) 32.61
 (75,235) 30.55
(101) 36.27
 
 
 (76,813) 32.61
 (75,683) 30.56
Forfeited (6,980) 33.18
 (2,629) 33.09
(2,889) 35.44
 (2,287) 32.83
 (12,469) 34.20
 (14,859) 32.35
Outstanding, end of period 211,225
 $35.28
 208,088
 $32.97
206,641
 $35.32
 200,358
 $33.05
 206,641
 $35.32
 200,358
 $33.05
Total weighted-average grant-date fair value of shares granted (in millions) $3.6
   $3.0
  $
   $0.1
   $3.6
   $3.2
  
(1)Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.
For the first threenine months of 2019 and 2018, total restricted stock units and related dividends that vested had a fair value of $3.2 million and $2.7 million, respectively, and the related tax benefits were $0.5 million and $0.50.4 million, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


As of March 31,September 30, 2019, there was $6.9$5.4 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 3.12.7 years.
Long-term incentive plan payable in stock.  The 2017-2019, 2018-2020 and 2019-2021 long-term incentive plans (LTIP) provide for performance awards under the EIP of shares of HEI common stock based on the satisfaction of performance goals,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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 relevant three-year period. The other performance condition goals relate to EPSearnings per share (EPS) growth, return on average common equity, (ROACE), Hawaiian Electric’s net income and ASB’s efficiency ratio.
LTIP linked to TSR.  Information about HEI’s LTIP grants linked to TSR was as follows:
 Three months ended March 31Three months ended September 30 Nine months ended September 30
 2019 20182019 2018 2019 2018
 Shares (1) Shares (1)Shares (1) Shares (1) Shares (1) Shares (1)
Outstanding, beginning of period 65,578
 $38.81
 32,904
 $39.51
98,311
 $39.61
 66,177
 $38.82
 65,578
 $38.81
 32,904
 $39.51
Granted 34,647
 41.07
 35,626

38.21
568
 41.07
 878
 38.20
 35,215
 41.07
 37,819

38.21
Vested (issued or unissued and cancelled) 
 
 
 

 
 
 
 
 
 
 
Forfeited (1,914) 38.62
 (1,739) 38.83
(2,477) 39.64
 (1,490) 38.85
 (4,391) 39.19
 (5,158) 38.84
Outstanding, end of period 98,311
 $39.61
 66,791
 $38.84
96,402
 $39.62
 65,565
 $38.81
 96,402
 $39.62
 65,565
 $38.81
Total weighted-average grant-date fair value of shares granted (in millions) $1.4
   $1.4
  $
   $
   $1.4
   $1.4
  
(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.
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:
  2019
 2018
Risk-free interest rate 2.48% 2.29%
Expected life in years 3
 3
Expected volatility 15.8% 17.0%
Range of expected volatility for Peer Group 15.0% to 73.2%
 15.1% to 26.2%
Grant date fair value (per share) $41.07 $38.20

As of March 31,September 30, 2019, there was $2.3$1.7 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 1.81.3 years.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


LTIP awards linked to other performance conditions.  Information about HEI’s LTIP awards payable in shares linked to other performance conditions was as follows:
 Three months ended March 31Three months ended September 30 Nine months ended September 30
 2019 20182019 2018 2019 2018
 Shares (1) Shares (1)Shares (1) Shares (1) Shares (1) Shares (1)
Outstanding, beginning of period 276,169
 $33.80
 131,616
 $33.47
407,090
 $35.12
 264,707
 $33.79
 276,169
 $33.80
 131,616
 $33.47
Granted 138,580
 37.68
 142,509

34.10
2,275
 44.05
 3,511

35.58
 140,855
 37.78
 151,277

34.12
Vested 
 
 
 

 
 
 
 
 
 
 
Increase above target11,131
 33.49
 
 
 11,131
 33.49
 
 
Forfeited (7,659) 33.91
 (6,958) 33.81
(9,911) 35.24
 (5,958) 33.80
 (17,570) 34.66
 (20,633) 33.80
Outstanding, end of period 407,090
 $35.12
 267,167
 $33.80
410,585
 $35.12
 262,260
 $33.82
 410,585
 $35.12
 262,260
 $33.82
Total weighted-average grant-date fair value of shares granted (at target performance levels) (in millions) $5.2
   $4.9
  $0.1
   $0.1
   $5.3
   $5.2
  
(1)Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


As of March 31,September 30, 2019, there was $8.5$6.1 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 1.8 years.1.2 years.
Note 11 · Income taxes
The Company’s and the Utilities’ effective tax rates (combined federal and state income tax rates) were 20%19% and 22%20%, respectively, for the threenine months ended March 31,September 30, 2019. These rates differed from the combined statutory rates, due primarily to the tax effect of the state income tax deduction and theUtilities’ amortization of excess deferred income taxes related to the provision in the Tax Act that lowered the federal income tax rate from 35% to 21%., the non-taxability of the bank-owned life insurance income and the tax benefits derived from the low income housing tax credit investments. The Company’s and the Utilities’ effective tax raterates were 24% and 25%, respectively,both 19% for the threenine months ended March 31,September 30, 2018.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 12 · Cash flows
Three months ended March 31 2019 2018
Nine months ended September 30 2019 2018
(in millions)        
Supplemental disclosures of cash flow information  
  
  
  
HEI consolidated        
Interest paid to non-affiliates, net of amounts capitalized $21
 $19
 $75
 $67
Income taxes paid (including refundable credits) 4
 3
 55
 50
Income taxes refunded (including refundable credits) 4
 
 4
 
Hawaiian Electric consolidated        
Interest paid to non-affiliates 12
 12
 45
 44
Income taxes paid (including refundable credits) 5
 5
 55
 47
Income taxes refunded (including refundable credits) 4
 
 4
 
Supplemental disclosures of noncash activities  
  
  
  
HEI consolidated        
Property, plant and equipment        
Estimated fair value of noncash contributions in aid of construction (investing) 
 3
 7
 6
Unpaid invoices and accruals for capital expenditures, balance, end of period (investing) 36
 48
 37
 42
Loans transferred from held for investment to held for sale (investing) 
 1
Common stock issued (gross) for director and executive/management compensation (financing)1
 3
 3
 5
 4
Real estate transferred from property, plant and equipment to other assets held-for-sale (investing) 9
 
 9
 
Obligations to fund low income housing investments (investing) 6
 12
Transfer of retail repurchase agreements to deposit liabilities (financing) 
 102
 
 102
Hawaiian Electric consolidated        
Electric utility property, plant and equipment        
Estimated fair value of noncash contributions in aid of construction (investing) 
 3
 7
 6
Unpaid invoices and accruals for capital expenditures, balance, end of period (investing) 29
 29
 34
 28

1 The amounts shown represent the market value of common stock issued for director and executive/management compensation and withheld to satisfy statutory tax liabilities.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


Note 13 · 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 bonds 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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 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)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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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.
Deposit liabilities. Includes only fixed-maturity certificates of deposit beginning in 2018. The fair value of fixed-maturity certificates of deposit was estimated by discounting the future cash flows using the rates currently offered for depositsFHLB advances of similar remaining maturities. Deposit liabilities are classified in Level 2 of the valuation hierarchy.
Other borrowings. For 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 risks, terms, and remaining maturities. Long-term debt-other than bank is classified in Level 2 of the valuation hierarchy.
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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued(Unaudited)


value because it can only be redeemed at par.
   Estimated fair value   Estimated fair value
 Carrying or notional amount 
Quoted prices in
active markets
for identical assets
 
Significant
 other observable
 inputs
 
Significant
unobservable
inputs
   Carrying or notional amount 
Quoted prices in
active markets
for identical assets
 
Significant
 other observable
 inputs
 
Significant
unobservable
inputs
  
(in thousands) (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Total
March 31, 2019  
  
  
  
  
September 30, 2019  
  
  
  
  
Financial assets  
  
  
  
  
  
  
  
  
  
HEI consolidated                    
Available-for-sale investment securities $1,348,263
 $
 $1,320,293
 $27,970
 $1,348,263
 $1,210,748
 $
 $1,182,289
 $28,459
 $1,210,748
Held-to-maturity investment securities 140,203
 
 142,333
 
 142,333
 132,704
 
 137,497
 
 137,497
Stock in Federal Home Loan Bank 9,434
 
 9,434
 
 9,434
 9,953
 
 9,953
 
 9,953
Loans, net 4,812,019
 
 8,146
 4,848,885
 4,857,031
 5,048,411
 
 17,164
 5,121,275
 5,138,439
Mortgage servicing rights 7,897
 
 
 13,046
 13,046
 8,567
 
 
 11,485
 11,485
Derivative assets 38,755
 
 472
 
 472
 58,473
 2
 484
 
 486
Financial liabilities  
  
  
  
    
  
  
  
  
HEI consolidated                    
Deposit liabilities 780,296
 
 773,168
 
 773,168
 783,308
 
 779,370
 
 779,370
Short-term borrowings—other than bank 110,399
 
 110,399
 
 110,399
 163,836
 
 163,836
 
 163,836
Other bank borrowings 89,870
 
 89,867
 
 89,867
 129,190
 
 129,187
 
 129,187
Long-term debt, net—other than bank 1,880,339
 
 1,968,642
 
 1,968,642
 1,885,454
 
 2,085,217
 
 2,085,217
Derivative liabilities 50,815
 141
 1,160
 
 1,301
 63,391
 18
 2,901
 
 2,919
Hawaiian Electric consolidated                    
Short-term borrowings 55,999
 
 55,999
 
 55,999
 112,353
 
 112,353
 
 112,353
Long-term debt, net 1,418,973
 
 1,499,417
 
 1,499,417
 1,418,220
 
 1,594,271
 
 1,594,271
December 31, 2018  
  
  
  
  
  
  
  
  
  
Financial assets  
  
  
  
  
  
  
  
  
  
HEI consolidated                    
Available-for-sale investment securities 1,388,533
 
 1,364,897
 23,636
 1,388,533
 1,388,533
 
 1,364,897
 23,636
 1,388,533
Held-to-maturity investment securities 141,875
 
 142,057
 
 142,057
 141,875
 
 142,057
 
 142,057
Stock in Federal Home Loan Bank 9,958
 
 9,958
 
 9,958
 9,958
 
 9,958
 
 9,958
Loans, net 4,792,707
 
 1,809
 4,800,244
 4,802,053
 4,792,707
 
 1,809
 4,800,244
 4,802,053
Mortgage servicing rights 8,062
 
 
 13,618
 13,618
 8,062
 
 
 13,618
 13,618
Derivative assets 10,180
 
 91
 
 91
 10,180
 
 91
 
 91
Financial liabilities  
  
  
  
    
  
  
  
  
HEI consolidated                    
Deposit liabilities 827,841
 
 817,667
 
 817,667
 827,841
 
 817,667
 
 817,667
Short-term borrowings—other than bank 73,992
 
 73,992
 
 73,992
 73,992
 
 73,992
 
 73,992
Other bank borrowings 110,040
 
 110,037
 
 110,037
 110,040
 
 110,037
 
 110,037
Long-term debt, net—other than bank 1,879,641
 
 1,904,261
 
 1,904,261
 1,879,641
 
 1,904,261
 
 1,904,261
Derivative liabilities 34,132
 34
 596
 
 630
 34,132
 34
 596
 
 630
Hawaiian Electric consolidated                    
Short-term borrowings 25,000
 
 25,000
 
 25,000
 25,000
 
 25,000
 
 25,000
Long-term debt, net 1,418,802
 
 1,443,968
 
 1,443,968
 1,418,802
 
 1,443,968
 
 1,443,968


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


Fair value measurements on a recurring basis.  Assets and liabilities measured at fair value on a recurring basis were as follows:
 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018
 Fair value measurements using Fair value measurements using Fair value measurements using Fair value measurements using
(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Available-for-sale investment securities (bank segment)  
  
  
  
  
  
  
  
  
  
  
  
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies $
 $1,128,987
 $
 $
 $1,161,416
 $
 $
 $1,019,305
 $
 $
 $1,161,416
 $
U.S. Treasury and federal agency obligations 
 140,844
 
 
 154,349
 
 
 126,708
 
 
 154,349
 
Corporate bonds 
 50,462
 
 
 49,132
 
 
 36,276
 
 
 49,132
 
Mortgage revenue bonds 
 
 27,970
 
 
 23,636
 
 
 28,459
 
 
 23,636
 $
 $1,320,293
 $27,970
 $
 $1,364,897
 $23,636
 $
 $1,182,289
 $28,459
 $
 $1,364,897
 $23,636
Derivative assets  
  
  
  
  
  
  
  
  
  
  
  
Interest rate lock commitments (bank segment)1
 $
 $463
 $
 $
 $91
 $
 $
 $477
 $
 $
 $91
 $
Forward commitments (bank segment)1
 
 9
 
 
 
 
 2
 7
 
 
 
 
 $
 $472
 $
 $
 $91
 $
 $2
 $484
 $
 $
 $91
 $
Derivative liabilities                        
Interest rate lock commitments (bank segment)1
 $
 $1
 $
 $
 $
 $
 $
 $7
 $
 $
 $
 $
Forward commitments (bank segment)1
 141
 29
 
 34
 9
 
 18
 67
 
 34
 9
 
Interest rate swap (Other segment)2
 
 1,130
 
 
 587
 
 
 2,827
 
 
 587
 
 $141
 $1,160
 $
 $34
 $596
 $
 $18
 $2,901
 $
 $34
 $596
 $
1  Derivatives are carried at fair value in other assets or other liabilities in the balance sheets with changes in value included in mortgage banking income.
2 Derivatives are included in other 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 threenine months ended March 31,September 30, 2019.
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
 Three months ended March 31 Three months ended September 30 Nine months ended September 30
Mortgage revenue bonds 20192018 20192018 20192018
(in thousands)      
Beginning balance $23,636
$15,427
 $28,166
$15,427
 $23,636
$15,427
Principal payments received 

 

 

Purchases 4,334

 293
3,657
 4,823
3,657
Unrealized gain (loss) included in other comprehensive income 

 

 

Ending balance $27,970
$15,427
 $28,459
$19,084
 $28,459
$19,084

ASB holds two2 mortgage revenue bonds 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 March 31,September 30, 2019, the weighted average discount rate was 4.04%3.66%, 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.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (Unaudited)


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 basis were as follows:
   Fair value measurements   Fair value measurements
(in thousands)  Balance Level 1 Level 2 Level 3 Balance Level 1 Level 2 Level 3
March 31, 2019        
September 30, 2019        
Loans $237
 $
 $
 $237
 $3,911
 $
 $
 $3,911
December 31, 2018                
Loans 77
 
 
 77
 77
 
 
 77
Real estate acquired in settlement of loans 186
 
 
 186
 186
 
 
 186

For threenine months ended March 31,September 30, 2019 and 2018, there were no0 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)
   
Significant unobservable
 input value (1)
($ in thousands) Fair value Valuation technique Significant unobservable input Range 
Weighted
Average
 Fair value Valuation technique Significant unobservable input Range 
Weighted
Average
March 31, 2019   
Residential loan $192
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2)
Commercial loan 45
 Fair value of property or collateral Fair value of business assets N/A (2)
September 30, 2019   
Home equity line of credit $199
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2)
Residential land 25
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2)
Commercial 3,687
 Discounted cash flow Expected cash flows 3.9%-6.8% 4.6%
Total loans $237
        $3,911
       
      
December 31, 2018      
Home equity line of credit $77
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2) $77
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2)
Total loans $77
        $77
       
Real estate acquired in settlement of loans $186
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2) $186
 Fair value of property or collateral Appraised value less 7% selling cost N/A (2)
(1) Represent percent of outstanding principal balance.
(2) N/A - Not applicable. There is one asset 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.


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion updates “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in HEI’s and Hawaiian Electric’s 2018 Form 10-K and should be read in conjunction with such discussion and the 2018 annual consolidated financial statements of HEI and Hawaiian Electric and notes thereto included in HEI’s and Hawaiian Electric’s 2018 Form 10-K, as well as the quarterly (as of and for the three and nine months ended March 31,September 30, 2019) condensed consolidated financial statements and notes thereto included in this Form 10-Q.

HEI consolidated
RESULTS OF OPERATIONS

(in thousands, except per Three months ended March 31 %  
share amounts) 2019 2018 change Primary reason(s)*
Revenues $661,615
 $645,874
 2 Increases for the electric utility and bank segments
Operating income 77,937
 71,889
 8 Increases for the electric utility and bank segments, partly offset by higher operating losses for the “other” segment
Net income for common stock 45,688
 40,247
 14 Higher net income at the electric utility and bank segments, partly offset by higher net losses at the “other” segment. See below for effective tax rate explanation.
Basic earnings per common share $0.42
 $0.37
 14 Higher net income
Weighted-average number of common shares outstanding 108,913
 108,818
  Issuances of shares under compensation and director stock plans.
  Three months ended September 30, 2019 %  
(in thousands) 2019 2018 change Primary reason(s)*
Revenues $771,535
 $768,048
 
 Increases for the electric utility and bank segments
Operating income 97,308
 98,064
 (1) Decrease for electric utility segment, partly offset by an increase for the bank segment
Net income for common stock 63,419
 65,900
 (4) Lower net income at electric utility segment and higher net losses at the “other” segment, partly offset by higher net income at the bank segment. See below for effective tax rate explanation.
  Nine months ended September 30, 2019 %  
(in thousands) 2019 2018 change Primary reason(s)*
Revenues $2,148,635
 $2,099,199
 2
 Increases for the electric utility and bank segments
Operating income 247,879
 248,752
 
 Decrease for bank segment and higher operating losses for the “other” segment, partly offset by
an increase for the electric utility segment
Net income for common stock 151,619
 152,201
 
 Higher net losses at the “other” segment, partly offset by higher net income at the electric utility segment. Bank segment was comparable between periods.
Also, see segment discussions which follow.
The Company’s effective tax rates for the third quarters of 2019 and 2018 were 19% and 14%, respectively. The Company’s effective tax rates for the first threenine months of 2019 and 2018 were 20% and 24%, respectively.19% for each period. The effective tax rates were lower forrate was higher in the three months ended March 31,third quarter of 2019, compared to the same period in 2018 due primarily to certain return adjustments recorded in 2018 relating to the benefit associated with additional tax deductions taken in the Company’s 2017 tax returns in conjunction with the rate differential provided in the 2017 Tax Act offset, in part, by higher amortization in 2019 of the Utilities’ regulatory liability related to certain excess deferred income taxes related to the provision inresulting from the Tax Act that lowered theAct’s decrease in federal income tax rate from 35% to 21% and higher bank owned life insurance income that is nontaxable.
HEI’s consolidated ROACE was 9.7% for the twelve months ended March 31, 2019 and 8.2% for the twelve months ended March 31, 2018.
Dividends.  The payout ratios for the first three months of 2019 and full year 2018 were 76% and 67%, respectively. HEI currently expects to maintain its dividend at its present level; however, the HEI Board of Directors evaluates the dividend quarterly and considers many factors in the evaluation 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.rate.
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).
Through the first quartereight months of 2019, Hawaii’s tourism industry, a significant driver of Hawaii’s economy, showed aan increase in visitor arrivals and decrease in visitor spending and increase in visitor arrivals.spending. Visitor expenditures decreased -2.4% and arrivals increased 2.6%5.5% and expenditures at -0.1% is relatively similar compared to the same period in 2018. Looking ahead, the HTAHawaii Tourism Authority expects scheduled nonstop seats to Hawaii to increase as the year progresses, driven primarily by an increase in seats from the West Coast, East Coast and Asia. While visitor arrivals numbers are still impressive, UHERO foresees a weakening of the growth in tourism due to lower activity from the international markets and from the enforcement of new regulations governing home vacation rentals.
Hawaii’s unemployment rate increaseddeclined slightly to 2.8%2.7% for MarchSeptember 2019, which was higher than the rate for MarchSeptember 2018, andbut lower than the national unemployment rate of 3.8%3.5%. It is also the fifth lowest unemployment rate in the nation.


Hawaii real estate activity, as indicated by the home resale market, experienced a growthdecline in median sales prices for single family homes and a decline in median sales pricescondominiums for condominiums so far inthe year-to-date period ended September 30, 2019. Median sales prices for single family residential homes on Oahu through MarchSeptember 2019 were higherlower by 2.0%-0.5% and for condominiums were lower by -3.2%-1% over the same time period in 2018. The number of closed sales were up by 0.8% for single family residential homes and condominiums were down by -5.7% and -10.5%, respectively,-6.7% for condominiums through MarchSeptember of 2019 compared to same time period in 2018.


Hawaii’s petroleum product prices reflect supply and demand in the Asia-Pacific region and the price of crude oil in international markets. Although the price of crude oil fluctuates month to month, the recent trendprice has been decreasing over the last quarter and first two months of 2019 has been a decreasing one, which followed a 2.5 year stretch of general increases.few months.
At its MarchOctober 2019 meeting, the Federal Open Market Committee (FOMC) decided to maintainlowered the target range for the federal funds rate at “2.25% to 2.50%”1-1/2% to 1-3/4% in light of implications of global developments for the economic outlook as well as muted inflation pressures. This action supports the FOMC’s view that sustained expansion of realized and expectedeconomic activity, strong labor market conditions, and inflation.inflation near the FOMC’s symmetric 2 percent objective are the most likely outcomes, but uncertainties about this outlook remain.
AtIn its meetingstate forecast released in March,September 2019, the state’s Council on Revenues lowered its forecast forUniversity of Hawaii Economic Research Organization stated that economic growth in the State General Fund tax revenueislands has been slowing for several years. The main contributing factors are two years of population decline that have reduced demand in fiscal yearmany sectors and a decline in visitor spending. Construction remains a bright spot in the economy. The State’s Department of Business, Economic Development & Tourism in its third quarter 2019 Outlook for the second time this year from 4.2% to 3.0%. The Council's decision to lower the estimate was based on the expectation of lower economic growthEconomy report has a more positive outlook and lower than expected tax revenue growth. Overall,stated that Hawaii’s economy is expected to see another yearcontinue positive growth in 2019 and 2020 based on recent developments in the national and global economies, performance in the tourism industry, labor market conditions and growth in personal income and tax revenues. They are projecting the Hawaii economy, as measured by real GDP, to show an increase of modest growth with1.1% in 2019, followed by 1.2% in 2020. Both organizations have indicated that Hawaii’s economy depends significantly on the U.S. and key global economies as there is a potential for weakening conditions as the business cycle matures. In 2018, tourism challenges were not limiteddirect relationship to the aftermath of floodvisitor industry and fire, but also reflected weakening in some key markets and falloff in spending. A modest growth in visitor arrivals is expected for the rest of 2019 with slowing thereafter. The introduction of Southwest Airlines to the Hawaiilabor market could lead to a potential boost in visitor arrivals over the next few months.conditions.
“Other” segment.
 Three months ended March 31  Three months ended September 30, Nine months ended September 30 
(in thousands) 2019 2018 Primary reason(s) 2019 2018 2019 2018 Primary reason(s)
Revenues $68
 $28
  $4
 $143
 $86
 $218
 
Operating loss (4,745) (4,367) 
The first quarters of 2019 and 2018 include $0.2 million and $0.9 million, respectively, of operating income from Pacific Current1. First quarter 2019 corporate expense was $0.4 million lower than the first quarter of 2018, primarily due to higher incentive compensation accruals and adjustments in the first quarter of 2018, as compared to the first quarter of 2019, partially offset by higher professional fees in the first quarter of 2019.
 (3,446) (3,236) (12,503) (10,865) 
The third quarters of 2019 and 2018 include $1.0 million and $0.7 million, respectively, of operating income from Pacific Current1. Third quarter 2019 corporate expense was flat compared to the third quarter of 2018. The nine months ended September 30, 2019 and 2018 include $2.3 million and $3.0 million, respectively, of operating income from Pacific Current1. The lower Pacific Current operating income was primarily due to the hiring of Pacific Current employees. Corporate expense for the nine months ended September 30, 2019 was $1.0 million higher than the same period in 2018, primarily due to higher professional fees, partly offset by lower incentive compensation expense.
Net loss (7,277) (6,188) The net loss for the first quarter of 2019 was higher than the net loss for the first quarter of 2018 due to higher interest expense (as a result of higher interest rates and balances at corporate) and lower Pacific Current income, partially offset by a higher income tax benefit and lower HEI corporate expenses. (6,248) (5,033) (20,603) (16,897) 
The net loss for the third quarter and first nine months of 2019 was higher than the net loss for the third quarter and first nine months of 2018 due to higher interest expense (as a result of higher interest rates and balances at corporate), higher HEI corporate expenses,
and lower Pacific Current net income, partially offset by a higher income tax benefit.
1
Hamakua Energy’s sales to Hawaii Electric Light (a regulated affiliate) are eliminated in consolidation.

The “other” business segment (loss)/income includes results of the stand-alone corporate operations of HEI and ASB Hawaii, Inc. (ASBH), as well as the results of Pacific Current, a direct subsidiary of HEI focused on investing in clean energy and sustainable infrastructure projects; Pacific Current’s indirect subsidiary, Hamakua Energy, which owns a 60-MW combined cycle power plant, formerly owned by Hamakua Energy Partners, L.P.;plant; Pacific Current’s indirect subsidiary, Mauo, LLC (Mauo), which is currently constructing a 8.6 MW solar-plus-storage project; and The Old Oahu Tug Service, Inc., a maritime freight transportation companysubsidiary that ceased operations in 1999, but has remaining employee benefit payments obligations;1999; as well as eliminations of intercompany transactions.



FINANCIAL CONDITION
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:
(dollars in millions) March 31, 2019 December 31, 2018
Short-term borrowings—other than bank $110
 2% $74
 2%
Long-term debt, net—other than bank 1,880
 45
 1,880
 45
Preferred stock of subsidiaries 34
 1
 34
 1
Common stock equity 2,184
 52
 2,162
 52
  $4,208
 100% $4,150
 100%


HEI’s commercial paper borrowings and line of credit facility were as follows:
  Average balance Balance
(in millions)  Three months ended March 31, 2019 March 31, 2019 December 31, 2018
Commercial paper $43
 $54
 $49
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.” The maximum amount of HEI’s external short-term borrowings during the first three months of 2019 was $54 million.
HEI has a $150 million line of credit facility with no amounts outstanding at March 31, 2019. See Note 5 of the Condensed Consolidated Financial Statements.
The Company has the ability to satisfy the share purchase requirements for the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP), HEIRSP and ASB 401(k) Plan either through the issuance of new shares, which provides new equity capital, or through open market purchases of its common stock. From December 7, 2016 to date, HEI satisfied the share purchase requirements for these plans through open market purchases of its common stock rather than through new issuances.
For the first three months of 2019, net cash provided by operating activities of HEI consolidated was $77 million. Net cash used by investing activities for the same period was $83 million, primarily due to capital expenditures and ASB’s net increase in loans, partly offset by ASB’sreceipt of repayments from available-for-sale investment securities. Net cash provided by financing activities during this period was $23 million as a result of several factors, including increases in ASB’s deposit liabilities and short-term borrowings and the issuance of short-term debt, partly offset by net repayments of other bank borrowings and payment of common stock dividends. During the first three months of 2019, Hawaiian Electric and ASB (through ASB Hawaii) paid cash dividends to HEI of $25 million and $18 million, respectively.
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.
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 these policies 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.
For information about these material estimates and critical accounting policies, see pages 37 to 39, 50 to 51, and 66 to 68 of HEI’s MD&A included in Part II, Item 7 of HEI’s 2018 Form 10-K.


Following are discussions of the results of operations, liquidity and capital resources of the electric utility and bank segments.
Electric utility
RESULTS OF OPERATIONS
Three months ended March 31 Increase  
2019 2018 (decrease) (dollars in millions, except per barrel amounts)
$578
 $570
 $8
   
Revenues. Net increase largely due to:
      $13
 higher rates
      5
 MPIR for Schofield Generating Station
      2
 renewable RFP Phase 1 PIM
      2
 billing to a third party for mutual assistance work reimbursement
      1
 Joint pole attachment fees
      (7) lower kWh generated
      (7) lower kWh purchased
161
 167
 (6)   
Fuel oil expense. Decrease due to lower kWh generated while fuel oil prices remaining at comparable levels
134
 140
 (6)   
Purchased power expense. Net decrease largely due to:
      (7) lower kWh purchased
      (3) lower AES and PGV capacity charges
      4
 
higher purchased power energy price1
118
 108
 10
   
Operation and maintenance expenses. Net increase largely due to:
      4
 reset of pension costs included in rates as part of rate case decisions
      3
 higher administrative expense due to less being allocated to capital and billable projects
      2
 cost for asset management data cleansing
      2
 cost for a third party mutual assistance work
      1
 voluntary retirement bonus payout
      1
 higher medical premium costs
      (3) 2019 PUC approval of deferral treatment for previously-incurred expenses to modify existing generating units on Maui to run at lower loads in order to accept more renewable generation
109
 105
 4
   
Other expenses. Increase due to higher depreciation expense for plant investments in 2018, coupled with higher revenue taxes from higher revenue
57
 51
 6
   
Operating income.  Increase due to higher revenue, offset in part by higher operation and maintenance and depreciation expenses
32
 27
 5
   
Net income for common stock. Increase due to higher rates, MPIR and PIMS revenues, offset in part by higher expenses and lower allowance for funds under construction (AFUDC) due to lower level of construction work in progress
         
1,916
 2,012
 (96)   
Kilowatthour sales (millions)2
$80.39
 $80.68
 $(0.29)   
Average fuel oil cost per barrel3
463,964
 462,764
 1,200
   Customer accounts (end of period)
1The rate schedules of the electric utilities currently contain PPACs through which changes in purchase power expenses (except purchased energy costs) are passed on to customers.
2kWh sales were lower when compared to the same quarter in the prior year due largely to continued energy efficiency and conservation efforts by customers and increasing levels of private customer-sited renewable generation, coupled with cooler and less humid weather.
3The rate schedules of the electric utilities currently contain ECACs and ECRCs through which changes in fuel oil prices and certain components of purchased energy costs are passed on to customers.



The Utilities’ effective tax rates for the first three months of 2019 and 2018 were 22% and 25%, respectively. The effective tax rates were lower for the three months ended March 31, 2019 compared to the same periods in 2018 due primarily to the amortization of excess deferred income taxes related to the provision in the Tax Act that lowered the federal income tax rate from 35% to 21%. 
Hawaiian Electric’s consolidated ROACE was 7.8% and 6.9% for the twelve months ended March 31, 2019 and March 31, 2018, respectively.
The Utilities’ consolidated kWh sales have declined each year since 2007. Based on expectations of additional customer renewable self-generation and energy-efficiency installations, and the cooler and less humid weather in the first quarter of the year, the Utilities’ full year 2019 kWh sales are expected to be below the 2018 level. However, due to the decoupling model implemented in 2011, revenues are not tied to kWh sales and include annual rate adjustments to revenues. See “Decoupling” in the “Regulatory proceedings” section of Note 3 of the condensed consolidated financial statements for additional information.
The net book value (cost less accumulated depreciation) of utility property, plant and equipment (PPE) as of March 31, 2019 amounted to $4 billion, of which approximately 28% related to generation PPE, 62% related to transmission and distribution PPE, and 10% related to other PPE. Approximately 10% of the total net book value relates to generation PPE that has been deactivated or that the Utilities plan to deactivate or decommission. 
See “Economic conditions” in the “HEI Consolidated” section above.
Executive overview and strategy. The Utilities provide electricity on all the principal islands in the state, other than Kauai, to approximately 95% of the state’s population 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 enable the creation of smart, sustainable, resilient communities and achieve the statutory goal of 100% renewable energy by 2045.
Transition to renewable energy. The Utilities are fully committed to a 100 percent renewable future for Hawaii and are partnering with the State of Hawaii in achieving its Renewable Portfolio Standard goal of 100% renewable energy by 2045. Hawaii’s RPS law requires electric utilities to meet an RPS of 30%, 40%, 70% and 100% by December 31, 2020, 2030, 2040 and 2045, respectively. The regulatory framework includes a number of mechanisms designed to provide utility financial stability during the transition toward the state’s 100% renewable energy future. Under the sales decoupling mechanism, the utilities are allowed to recover from customers, target test year revenues, independent of the level of kWh sales, which have declined as privately-owned distributed energy resources have been added to the grid and energy efficiency measures have been put into place. Other regulatory mechanisms reduce regulatory lag, such as the major project interim recovery mechanism, which allow the utilities to recover and earn on certain approved major capital projects placed into service in between rate cases. See “Decoupling” in Note 3 of the Consolidated Financial Statements.
Power Supply Improvement Plans and Integrated Grid Planning. The December 2016 PSIP Update Report accepted by the PUC in July 2017 includes the continued growth of private rooftop solar and describes 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. 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 increasing the capacity to add even more renewable resources. The December 2016 Update Report emphasizes work that is in progress or planned through 2021 on each of the five islands the Utilities serve.
Achieving 100% renewable energy will require modernizing the grid through coordinated energy system planning in partnership with local communities and stakeholders. To accomplish this, the Utilities filed its Integrated Grid Planning (IGP) Report with the PUC on March 1, 2018, which provides an innovative systems approach to energy planning intended to yield the most cost-effective renewable energy pathways that incorporates customer and stakeholder input.
The PUC opened a docket for the IGP process that the Utilities had proposed. As required, the Utilities filed an IGP Work plan on December 14, 2018, describing the timing and scope of major activities that will occur in the IGP process.
Demand response programs. Pursuant to PUC orders, the Utilities are developing an integrated DR Portfolio Plan that will enhance system operations and reduce costs to customers. The reduction in cost for the customer will take the form of either rates or incentive-based programs that will compensate customers for their participation individually, 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.


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 Surcharge. The Utilities placed the DR Management System in service in the first quarter of 2019.
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. In 2019, the Utilities are expected to sign a number of multi-year Grid Services Purchase Agreements with third party aggregators. These contracts pay service providers to aggregate grid-supporting capabilities from customer-sited Distributed Energy Resources. The first of these five-year contracts in a not-to-exceed amount of $22 million has been executed (pending PUC approval to commence) and is expected to not only deliver benefit through efficient grid operations and avoided fuel costs over that 5-year period, but as the PUC considers Performance-based Regulation, demonstrated savings resulting from these contracts could results in shared savings for the Utilities. This complements the Utilities’ transformation and supports customer choice.
Grid modernization. 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. Under the Grid Modernization Strategy, new technology will help triple private rooftop solar and make use of rapidly evolving products, including storage and advanced inverters. The Utilities have begun work to implement the Grid Modernization Strategy by selecting a vendor for the advanced meters, a meter data management system, and a communications network through solicitations. The Utilities filed an application with the PUC on June 21, 2018, for the first implementation phase and received approval on March 25, 2019. The estimated cost for this initial phase is approximately $86 million and is expected to be incurred over five years. Additional applications will be filed later to implement subsequent phases of the strategy.
Community-Based Renewable Energy. In December 2017, the PUC adopted a CBRE program framework which allows 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. The program has two phases.
The first phase, which commenced in July 2018, totals 8 MW of solar PV only with one credit rate for each island. The Utilities’ role is limited to administrative only during the first phase. As administrators, the Utilities will work with subscriber organizations to allocate capacity, answer general program questions, verify subscriber eligibility and process bill credits for subscribers. The Utilities are in the process of verifying the projects and awarding the capacity to interested subscriber organizations.
The second phase will commence after review of the first full year of the phase one. 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.
Microgrid services tariff proceeding. In July 2018, the PUC issued an order instituting a proceeding to investigate establishment of a microgrid services tariff, pursuant to Act 200 of 2018. The PUC granted motions to intervene in the docket by eight parties, and has completed its initial procedural schedule for the proceeding, which included a technical conference, and the parties’ filing of opening and reply briefs. The parties are awaiting further PUC guidance on next steps for the docket.
Decoupling. See "Decoupling" in Note 3 of the Condensed 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. Earnings sharing credits are included in the annual decoupling filing for the following year. Results for 2018, 2017 and 2016 did not trigger the earnings sharing mechanism for the Utilities.


Regulated returns.Actual and PUC-allowed returns (as of March 31, 2019) were as follows:
% Rate-making Return on rate base (RORB)* ROACE** Rate-making ROACE***
Twelve months ended 
March 31, 2019
 Hawaiian Electric Hawaii Electric Light Maui Electric Hawaiian Electric Hawaii Electric Light Maui Electric Hawaiian Electric Hawaii Electric Light Maui Electric
Utility returns 6.65
 6.75
 6.92
 7.52
 8.02
 8.79
 7.99
 7.64
 8.54
PUC-allowed returns 7.57
 7.80
 7.43
 9.50
 9.50
 9.50
 9.50
 9.50
 9.50
Difference (0.92) (1.05) (0.51) (1.98) (1.48) (0.71) (1.51) (1.86) (0.96)
*      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.
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 first-year averaging convention for MPIR investments for rate base purposes.
Most recent rate proceedings.  In 2018, final D&Os were issued by the PUC for the Hawaiian Electric 2017 rate case and the Hawaii Electric Light 2016 rate case. Interim rates for Maui Electric’s 2018 rate case were effective on August 23, 2018, and D&O directing Maui Electric to file rate schedules that calculated the final increase based on rulings in the D&O was issued on March 18, 2019. Rates resulting from the March D&O were lower than what was allowed in the interim order and Maui Electric accrued approximately $0.5 million to be refunded to customers. In December 2018, Hawaii Electric Light filed its 2019 rate case.
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 1
    
  
  
  
  
  
  
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
  
Interim increase with Tax Act 4/13/18 (0.6) 
 9.50
 7.57
 1,993
 57.10
  
Final increase 9/1/18 (0.6) 
 9.50
 7.57
 1,993
 57.10
  
Hawaii Electric Light    
  
  
  
  
  
  
2016 2 
                
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
  
Interim increase with Tax Act 5/1/18 1.5
 0.5
 9.50
 7.80
 481
 56.69
  
Final increase 10/1/18 
 
 9.50
 7.80
 481
 56.69
  
2019            
Request 12/14/18 $13.4
 3.4
 10.50
 8.30
 $537
 56.91
  
Maui Electric    
  
  
  
  
  
  
2018 3 
                
Request 10/12/17 $30.1
 9.3
 10.60
 8.05
 $473
 56.94
 Yes
Interim increase with Tax Act 8/23/18 12.5
 3.82
 9.50
 7.43
 462
 57.02
  
Final increase 6/1/19 12.2
 3.7
 9.50
 7.43
 454
 57.02
  
Note:  The “Request” date reflects the application filing date for the rate proceeding. The “Interim increase” and “Final increase” date reflects the effective date of the revised schedules and tariffs as a result of the PUC-approved increase.
1Final D&O was issued on June 22, 2018.
2 Final D&O was issued on June 29, 2018.
3 A D&O issued on March 18, 2019 ordered Maui Electric to make certain changes to revenue requirements to implement as the final rate increase. Maui Electric filed the revised revenue requirements on April 17, 2019 and proposed implementing final rates effective June 1, 2019.
See “Most recent rate proceedings” in Note 3 of the Condensed Consolidated Financial Statements.


Performance-based regulationSee “Performance incentive mechanisms” and “Performance-based regulation proceeding” in Note 3 of the Condensed Consolidated Financial Statements.
Developments in renewable energy effortsDevelopments in the Utilities’ efforts to further their renewable energy strategy include renewable energy projects discussed in Note 3 of the Condensed Consolidated Financial Statements and the following:
New renewable PPAs.
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 was expected to be placed into service by August 31, 2019, but has been delayed due to an appeal of the decision in the Habitat Conservation Permit contested case.
In July 2017, the PUC approved, with certain modifications and conditions, three PPAs for 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. The three projects are now owned by Clearway Energy Group LLC, whose controlling investor is Global Infrastructure Partners. The three projects are expected to be in service by the end of 2019.
In July 2018, the PUC approved Maui Electric’s PPA with Molokai New Energy Partners to purchase solar energy from a PV plus battery storage project. The 4.88 MW project will deliver no more than 2.64 MW at any time to the Molokai system. The Guaranteed Commercial Operations Date is January 2020.
In November 2018, Hawaiian Electric filed with the PUC a PPA for Renewable As-Available Energy dated October 22, 2018 between Hawaiian Electric and EE Ewa, LLC (Palehua) for a proposed 46.8 MW wind farm on Oahu, subject to PUC approval. The project is expected to be in service by December 2022.
Tariffed renewable resources.
As of March 31, 2019, there were approximately 469 MW, 100 MW and 111 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 Standard Interconnection Agreement, Net Energy Metering, Net Energy Metering Plus, Customer Grid Supply, Customer Self Supply, Customer Grid Supply Plus and Interim Smart Export. As of March 31, 2019, an estimated 29% of single family homes on the islands of Oahu, Hawaii and Maui have installed private rooftop solar systems, and approximately 17% of the Utilities' total customers have solar systems.   
The Utilities began accepting energy from feed-in tariff projects in 2011. As of March 31, 2019, there were 33 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 July 2018, the PUC approved Hawaiian Electric’s 3-year biodiesel supply contract with Pacific Biodiesel Technologies, LLC (PBT) to supply 2 million to 4 million gallons of biodiesel at Hawaiian Electric’s Schofield Generating Station and the Honolulu International Airport Emergency Power Facility (HIA Facility) and any other generating unit on Oahu, as necessary. The PBT contract became effective on November 1, 2018. Hawaiian Electric also has a spot buy contract with PBT 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 extended through June 2020.
Hawaiian Electric has a contingency supply contract with REG Marketing & Logistics Group, LLC to also supply biodiesel to any generating unit on Oahu in the event PBT is not able to supply necessary quantities. This contingency contract has been extended to November 2020, and will continue with no volume purchase requirements.
Requests for renewable proposals, expressions of interest, and information.
Under a request for proposal process governed by the PUC and monitored by independent observers, in February 2018, the Utilities issued RFPs for 220 MW of renewable generation on Oahu, 50 MW of renewable generation on Hawaii Island, and 60 MW of renewable generation on Maui. The Utilities selected a final award group for Hawaii Island in August 2018 and for Maui and Oahu in September 2018.
In December 2018, the Utilities executed a total of seven renewable generation PPAs utilizing photovoltaic technology paired with a battery storage system for a total of 262 MW, of which six PPAs were approved by PUC in March 2019 and one PPA for Maui Electric is still under PUC review. In February 2019, Hawaiian Electric filed an additional PPA for a proposed 12.5 MW PV plus battery storage project, subject to PUC approval. Summarized information for a total


of 8 PPAs, including one each for Hawaiian Electric and Maui electric that are pending PUC approval, is as follows:
Utilities Number of contracts Total photovoltaic size (MW) Battery Energy Storage System (BESS) Size (MW/MWh) Guaranteed commercial operation dates Contract term (years) Total projected annual payment (in millions)
Hawaiian Electric 4 139.5 139.5 / 558 9/30/2021 & 12/31/2021 20 & 25 $30.9
Hawaii Electric Light 2 60 60 / 240 7/20/2021 & 6/30/2022 25 14.1
Maui Electric 2 75 75 / 300 7/20/2021 & 6/30/2022 25 17.6
Total 8 274.5 274.5 / 1098     $62.6
In March 2019, the Utilities received PUC approval to recover the total projected annual payment of $54.9 million for 6 PPAs through the PPAC to the extent such costs are not included in base rates. $7.7 million of total projected annual payment for 2 PPAs are pending PUC approval.
In October 2017, the Utilities filed a draft request for proposal with the PUC for 40 MW of firm renewable generation on Maui (Maui Firm RFP) to be in service by the end of 2022. The Utilities have since decided to move forward with an RFP for variable renewable energy and energy storage.
In continuation of its February 2018 request for proposal process, the Utilities issued draft requests for proposals for a stage two procurement with the PUC on April 1, 2019. The second phase, if approved by the PUC, will be open to all variable renewable and storage resources, including efforts to add more renewable solar and wind generation, renewable plus storage, standalone storage and grid services.
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 of the Condensed 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 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. Until new permits are issued by DOH, Hawaiian Electric is operating the facilities under administrative extensions under the prior permit. Final compliance costs may vary depending on the outcome of the final permit.
Impact of lava flows on PGV. In May 2018, a lava eruption occurred within the Leilani Estates subdivision and resulted in the shutdown of independent power producer PGV’s facilities. The financial impact to Hawaii Electric Light has not been material. In March 2019, Hawaii Electric Light and PGV entered into a Rebuild Agreement, which sets forth the parties’ respective responsibilities associated with restoration of facilities and reconnection of the PGV facility to the electric grid.
FINANCIAL CONDITION
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, investments, debt repayments, retirement benefit plan contributions and other cash requirements in the foreseeable future.
Hawaiian Electric’s consolidated capital structure was as follows:
(dollars in millions) March 31, 2019 December 31, 2018
Short-term borrowings $56
 1% $25
 1%
Long-term debt, net 1,419
 41
 1,419
 41
Preferred stock 34
 1
 34
 1
Common stock equity 1,964
 57
 1,958
 57
  $3,473
 100% $3,436
 100%


Information about Hawaiian Electric’s commercial paper borrowings, borrowings from HEI and line of credit facility were as follows:
  Average balance Balance
(in millions) Three months ended March 31, 2019 March 31, 2019 December 31, 2018
Short-term borrowings 1
  
  
  
Commercial paper $1
 $6
 $
Line of credit draws 
 
 
Borrowings from HEI 
 
 
Undrawn capacity under line of credit facility 
 200
 200
1   The maximum amount of external short-term borrowings by Hawaiian Electric during the first three months of 2019 was $9.5 million. As of March 31, 2019, Hawaiian Electric had short-term borrowings from Hawaii Electric Light of $9.2 million and Maui Electric had short-term borrowings from Hawaiian Electric of $9.5 million.
Hawaiian Electric has a $200 million line of credit facility with no amounts outstanding at March 31, 2019. See Note 5 of the Condensed Consolidated Financial Statements.
On February 26, 2019, the PUC approved Hawaiian Electric and Hawaii Electric Light’s request to issue refunding special purpose revenue bonds (SPRBs) prior to December 31, 2020 to refinance their outstanding Series 2009 SPRBs in the amount of up to $90 million and $60 million, respectively.
In October 2018, the Utilities requested PUC approval to issue SPRBs in the amounts of up to $70 million, $2.5 million and $7.5 million for Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively, prior to June 30, 2020, to finance the Utilities’ capital improvement programs.
On November 29, 2018, Hawaiian Electric entered into a 364-day, $50 million term loan credit agreement that matures on November 28, 2019. Hawaiian Electric drew the first $25 million on November 29, 2018 and the second $25 million on January 31, 2019.
On January 31, 2019, the Utilities received PUC approval to issue the remaining authorized amounts under the April 2018 Approval in 2019 through 2020 (Hawaiian Electric up to $205 million and Hawaii Electric Light up to $15 million of taxable debt), as well as a supplemental increase to authorize the issuance of additional taxable debt 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, and to refinance the Utilities’ 2004 junior subordinated deferrable interest debentures prior to maturity. In addition, the Utilities received approval to extend the period to issue additional taxable debt from December 31, 2021 to December 31, 2022. The new total “up to” amounts of taxable debt requested to be issued through December 31, 2022 are $410 million, $150 million and $130 million for Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively. See summary table below.
(in millions)Hawaiian ElectricHawaii Electric LightMaui Electric
Taxable debt authorized and issued in 2018 under April 2018 Approval$75
$15
$10
Remaining authorized amounts under April 2018 Approval205
15

Supplemental increase authorized100
110
110
Taxable debt issuance to refinance the 2004 QUIDS 1
30
10
10
Total “up to” amounts of taxable debt authorized through 2022$410
$150
$130
1   On April 12, 2019, HECO Capital Trust III (Trust) issued a conditional notice of redemption to the holders of the Trust’s outstanding 6.50% Series 2004 QUIPS indicating that it will be redeemed in whole on May 15, 2019.
In October 2018, the Utilities received PUC approval for the supplemental increase to issue and sell additional common stock in the amounts of up to $280 million for Hawaiian Electric and up to $100 million each for Hawaii Electric Light and Maui Electric, with the new total “up to” amounts of $430 million for Hawaiian Electric and $110 million each for Hawaii Electric Light and Maui Electric, and to extend the period authorized by the PUC to issue and sell common stock from December 31,


2021 to December 31, 2022. See summary table below.
(in millions)Hawaiian ElectricHawaii Electric LightMaui Electric
Total “up to” amounts of common stock authorized to issue and sell through 2021$150
$10
$10
Supplemental increase authorized280
100
100
Total “up to” amounts of common stock authorized to issue and sell through 2022$430
$110
$110
Cash flows. The following table reflects the changes in cash flows for the three months ended March 31, 2019 compared to the three months ended March 31, 2018:
 Three months ended March 31,  
(in thousands)2019 2018 Change
Net cash provided by operating activities$69,416
 $29,780
 $39,636
Net cash used in investing activities(102,097) (109,524) 7,427
Net cash provided by financing activities5,185
 90,626
 (85,441)
Net cash provided by operating activities. The increase in net cash provided by operating activities was primarily driven by higher cash receipts from customers due to increased customer bills as a result of higher rates, partially offset by higher cash paid for fuel oil stock due to higher volume purchased.
Net cash used in investing activities. The decrease in net cash used in investing activities was primarily driven by a decrease in capital expenditures for construction activities.
Net cash provided by financing activities. The decrease in net cash provided by financing activities was primarily driven by lower short-term borrowings.
Forecast capital expenditures. For the five-year period 2019 through 2023, the Utilities forecast up to $2.2 billion 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, to pay down commercial paper or other short-term borrowings, as well as to fund any unanticipated expenditures not included in the 2019 to 2023 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 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.


Bank
  Three months ended March 31 Increase  
(in millions) 2019 2018 (decrease) Primary reason(s)
Interest income $68
 $62
 $6
 The increase in interest income was primarily the result of an increase in balances and yields on earning assets other than interest-earning deposits. ASB’s average investment securities portfolio balance for the three months ended March 31, 2019 increased by $55 million compared to the same period in 2018 as ASB used excess liquidity to purchase investments. The yield on the investment securities portfolio increased by 33 basis points as new investment purchase yields were higher due to the rising interest rate environment and the amortization of premiums in the investment portfolio has decreased. ASB’s average loan portfolio balance for the three months ended March 31, 2019 increased by $158 million compared to the same period in 2018 due to increases in the average residential, home equity line of credit, consumer and commercial loan portfolios of $31 million, $71 million, $39 million and $28 million, respectively. The yield on loans benefited from the rising interest rate environment, which resulted in an increase in yields from the total loan portfolio of 27 basis points. The average balance of interest-earning deposits was $10 million for the three months ended March 31, 2019 compared to $56 million for the same period in 2018.
Noninterest income 15
 13
 2
 Noninterest income increased for the three months ended March 31, 2019 compared to noninterest income for the three months ended March 31, 2018 primarily due to higher bank owned life insurance income.
Revenues 83
 75
 8
 The increase in revenues for the three months ended March 31, 2019 compared to the same period in 2018 was due higher interest and noninterest income.
Interest expense 5
 3
 2
 The increase in interest expense for the three months ended March 31, 2019 compared to the same period in 2018 was due to higher deposit balances and interest rates. Average deposit balances for the three months ended March 31, 2019 increased by $280 million compared to the same period in 2018 due to an increase in core deposits and time certificates of $242 million and $38 million, respectively. Average cost of deposits for the three months ended March 31, 2019 was 28 basis points, or 8 basis points above the cost of deposits for the same period in 2018. Average other borrowings for the three months ended March 31, 2019 decreased by $73 million compared to the same period in 2018 due to a decrease in repurchase agreements. The interest-bearing liability rate for the three months ended March 31, 2019 increased by 11 basis points compared to the same period in 2018.
Provision for loan losses 7
 4
 3
 The provision for loan losses increased for the three months ended March 31, 2019 compared to the provision for loan losses for the three months ended March 31, 2018. The provision for loan losses for 2019 was due to increased loan loss reserves for the consumer loan portfolio, and additional reserves for an impaired commercial loan and a commercial real estate loan that were downgraded. The provision for loan losses for 2018 was primarily due to increased reserves for loan growth and additional loan loss reserves for the consumer loan portfolio, partly offset by the release of reserves for the commercial loan portfolio due to a recovery on a previously charged-off commercial loan and improved credit quality of the commercial and commercial real estate loan portfolios. Delinquency rates have increased from 0.44% at March 31, 2018 to 0.63% at March 31, 2019. The annualized net charge-off ratio for the three months ended March 31, 2019 was 0.39% compared to an annualized net charge-off ratio of 0.28% for the same period in 2018. The increase was due to higher net charge-offs in the consumer loan portfolio with risk-based pricing. The net charge-offs in 2018 benefited from a recovery on a previously charged-off commercial loan.
Noninterest expense 45
 43
 2
 Noninterest expense for the three months ended March 31, 2019 compared to the same period in 2018 was slightly higher primarily due to higher compensation and employee benefits expenses as a result of an increase in the minimum pay rate for employees and annual merit increases.
Expenses 57
 50
 7
 The increase in expenses for the three months ended March 31, 2019 compared to the same period in 2018 was due to higher interest expense, higher provision for loan losses and higher noninterest expenses.
Operating income 26
 25
 1
 The increase in operating income for the three months ended March 31, 2019 compared to the same period in 2018 was primarily due to higher interest and noninterest income, partly offset by higher provision for loan losses, higher interest expense, and higher noninterest expenses.
Net income 21
 19
 2
 The increase in net income for the three months ended March 31, 2019 compared to the same period in 2018 was primarily due to higher operating income and lower income tax expense.

See Note 4 of the Condensed Consolidated Financial Statements and “Economic conditions” in the “HEI Consolidated” section above.
ASB continues to maintain its low-risk profile, strong balance sheet and straightforward community banking business model.


ASB’s return on average assets, return on average equity and net interest margin were as follows:
  Three months ended March 31
(%) 2019 2018
Return on average assets 1.18
 1.12
Return on average equity 13.09
 12.58
Net interest margin 3.99
 3.76
  Three months ended March 31
  2019 2018
(dollars in thousands) Average
balance
 
Interest1 
income/
expense
 Yield/
rate (%)
 Average
balance
 
Interest1
 income/
expense
 Yield/
rate (%)
Assets:  
  
  
  
  
  
Interest-earning deposits $10,359
 $62
 2.41
 $56,495
 $216
 1.53
FHLB stock 10,345
 96
 3.76
 9,770
 77
 3.20
Investment securities            
Taxable 1,513,925
 10,210
 2.70
 1,469,065
 8,791
 2.39
Non-taxable 25,966
 329
 5.07
 15,427
 150
 3.88
Total investment securities 1,539,891
 10,539
 2.74
 1,484,492
 8,941
 2.41
Loans            
Residential 1-4 family 2,160,284
 22,250
 4.12
 2,129,318
 21,847
 4.10
Commercial real estate 845,315
 10,173
 4.83
 853,485
 9,251
 4,35
Home equity line of credit 992,029
 9,493
 3.88
 921,007
 7,988
 3.52
Residential land 12,801
 183
 5.71
 16,445
 223
 5.41
Commercial 588,709
 6,860
 4.70
 560,529
 6,179
 4.46
Consumer 270,220
 8,901
 13.36
 230,841
 7,312
 12.85
Total loans 2,3
 4,869,358
 57,860
 4.78
 4,711,625
 52,800
 4.51
Total interest-earning assets 2
 6,429,953
 68,557
 4.29
 6,262,382
 62,034
 3.88
Allowance for loan losses (52,051)  
  
 (53,567)  
  
Noninterest-earning assets 682,251
  
  
 574,107
  
  
Total assets $7,060,153
  
  
 $6,782,922
  
  
Liabilities and shareholder’s equity:  
  
  
  
  
  
Savings $2,335,046
 $402
 0.07
 $2,311,083
 $401
 0.07
Interest-bearing checking 1,041,916
 264
 0.10
 933,347
 74
 0.03
Money market 150,448
 241
 0.65
 113,631
 26
 0.09
Time certificates 831,326
 3,345
 1.63
 793,596
 2,456
 1.25
Total interest-bearing deposits 4,358,736
 4,252
 0.40
 4,151,657
 2,957
 0.29
Advances from Federal Home Loan Bank 54,289
 353
 2.64
 51,111
 245
 1.94
Securities sold under agreements to repurchase 78,776
 175
 0.90
 154,744
 251
 0.66
Total interest-bearing liabilities 4,491,801
 4,780
 0.43
 4,357,512
 3,453
 0.32
Noninterest bearing liabilities:  
  
  
  
  
  
Deposits 1,797,646
  
  
 1,724,955
  
  
Other 133,743
  
  
 97,761
  
  
Shareholder’s equity 636,963
  
  
 602,694
  
  
Total liabilities and shareholder’s equity $7,060,153
  
  
 $6,782,922
  
  
Net interest income  
 $63,777
  
  
 $58,581
  
Net interest margin (%) 4
  
  
 3.99
  
  
 3.76
1
Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 21%, of $0.07 million and $0.03 million for the three months ended March 31, 2019 and 2018, respectively.
2 Includes loans held for sale, at lower of cost or fair value.
3
Includes recognition of net deferred loan fees of nil and $0.1 million for the three months ended March 31, 2019 and 2018, 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, contingencies 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 moderate with the interest rate increases in the past year, resulting in an increase in ASB’s net interest income and net interest margin.
Loans and mortgage-backed 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 Condensed Consolidated Financial Statements for the composition of ASB’s loans.
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 home equity lines of credit (HELOC) that were originated during the period of rapid home price appreciation between 2003 and 2007 as they have reached 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 ASB’s 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 HELOC portfolio and are included in the amortizing balances identified in the loan portfolio table below.
  March 31, 2019 December 31, 2018
Outstanding balance of home equity loans (in thousands) $995,624
 $978,237
Percent of portfolio in first lien position 50.2% 49.2%
Annualized net charge-off ratio % 0.01%
Delinquency ratio 0.42% 0.46%
      End of draw period – interest only Current
March 31, 2019 Total Interest only 2019-2020 2021-2023 Thereafter amortizing
Outstanding balance (in thousands) $995,624
 $742,200
 $27,969
 $126,657
 $587,574
 $253,424
% of total 100% 75% 3% 13% 59% 25%
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 75% 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 March 31, 2019, approximately 24% of the portfolio balances were amortizing loans under the Fixed Rate Loan Option.
Loan portfolio risk elements.  See Note 4 of the Condensed Consolidated Financial Statements.
Investment securities.  ASB’s investment portfolio was comprised as follows:
  March 31, 2019 December 31, 2018
(dollars in thousands) Balance % of total Balance % of total
U.S. Treasury and federal agency obligations $140,844
 10% $154,349
 10%
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies 1,269,190
 85
 1,303,291
 85
Corporate bonds 50,462
 3
 49,132
 3
Mortgage revenue bonds 27,970
 2
 23,636
 2
Total investment securities $1,488,466
 100% $1,530,408
 100%
Currently, ASB’s investment portfolio consists of U.S. Treasury and federal agency obligations, mortgage-backed securities, corporate bonds and mortgage revenue bonds. ASB owns mortgage-backed securities issued or guaranteed by the U.S. government agencies or sponsored agencies, including the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Government National Mortgage Association (GNMA) and Small Business Administration (SBA). Principal and interest on mortgage-backed securities issued by FNMA, FHLMC, GNMA and SBA are guaranteed by the


issuer and, in the case of GNMA and SBA, 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.
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 March 31, 2019, ASB’s costing liabilities consisted of 99% deposits and 1% other borrowings compared to 98% deposits and 2% other borrowings as of December 31, 2018. The weighted average cost of deposits for the first three months of 2019 and 2018 was 0.28% and 0.20%, respectively.
Federal Home Loan Bank of Des Moines. As of March 31, 2019 ASB had $25 million advances outstanding at the FHLB of Des Moines compared to $45 million as of December 31, 2018. As of March 31, 2019, the unused borrowing capacity with the FHLB of Des Moines was $2.1 billion. The FHLB of Des Moines continues to be an important source of liquidity for ASB.
Contingencies.  ASB is 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, ASB cannot rule out the possibility that such outcomes could have a material adverse effect on the results of operations or liquidity for a particular reporting period in the future.
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 March 31, 2019, 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 $24.4 million as of December 31, 2018. See “Item 3. Quantitative and qualitative disclosures about market risk” for a discussion of ASB’s interest rate risk sensitivity.
During the first three months of 2019, ASB recorded a provision for loan losses of $6.9 million due to increased loan loss reserves for the consumer loan portfolio, and additional reserves for an impaired commercial loan and a commercial real estate loan that were downgraded. During the first three months of 2018, ASB recorded a provision for loan losses of $3.5 million primarily due to increased reserves for loan growth and additional loan loss reserves for the consumer loan portfolio, partly offset by the release of reserves for the commercial loan portfolio due to a recovery on a previously charged-off commercial loan and improved credit quality of the commercial and commercial real estate loan portfolios.
  Three months ended March 31 
Year ended
December 31,
(in thousands) 2019 2018 2018
Allowance for loan losses, January 1 $52,119
 $53,637
 $53,637
Provision for loan losses 6,870
 3,541
 14,745
Less: net charge-offs 4,692
 3,283
 16,263
Allowance for loan losses, end of period $54,297
 $53,895
 $52,119
Ratio of net charge-offs during the period to average loans outstanding (annualized) 0.39% 0.28% 0.34%
ASB maintains a reserve for credit losses that consists of two components, the allowance for loan losses and a reserve for unfunded loan commitments (unfunded reserve). The level of the reserve for unfunded loan commitments is adjusted by recording an expense or recovery in other noninterest expense. As of March 31, 2019 and December 31, 2018, the reserve for unfunded loan commitments was $1.7 million.
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.”
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 (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 addresses 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 and as of March 31, 2019, ASB met the new capital requirements (see “Financial Condition” for a summary of ASB’s capital ratios).
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.

FINANCIAL CONDITION
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:
(dollars in millions) September 30, 2019 December 31, 2018
Short-term borrowings—other than bank $164
 4% $74
 2%
Long-term debt, net—other than bank 1,885
 43
 1,880
 45
Preferred stock of subsidiaries 34
 1
 34
 1
Common stock equity 2,243
 52
 2,162
 52
  $4,326
 100% $4,150
 100%
HEI’s commercial paper borrowings and line of credit facility were as follows:
  Average balance Balance
(in millions)  Nine months ended September 30, 2019 September 30, 2019 December 31, 2018
Commercial paper $40
 $52
 $49
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.” The maximum amount of HEI’s external short-term borrowings during the first nine months of 2019 was $102 million.
HEI has a $150 million line of credit facility with no amounts outstanding at September 30, 2019. See Note 5 of the Condensed Consolidated Financial Statements.
In October 2019, Moody’s revised HEI’s rating outlook to “positive” from “stable,” and affirmed HEI’s P-3 commercial paper rating. The revision to the rating outlook was based on the considerable progress made with respect to the Utilities’ transition to renewable energy and the improvement in its customer service.
The Company has the ability to satisfy the share purchase requirements for the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP), HEIRSP and ASB 401(k) Plan either through the issuance of new shares, which provides new equity capital, or through open market purchases of its common stock. From December 7, 2016 to date, HEI satisfied the share purchase requirements for these plans through open market purchases of its common stock rather than through new issuances.
For the first nine months of 2019, net cash provided by operating activities of HEI consolidated was $341 million. Net cash used by investing activities for the same period was $373 million, primarily due to capital expenditures and ASB’s net increase in loans, partly offset by ASB’sreceipt of repayments from and proceeds from the sale of available-for-sale investment securities. Net cash provided by financing activities during this period was $40 million as a result of several factors, including net increases in short-term borrowings and ASB’s deposit liabilities, the issuance of short-term and long-term debt, partly offset by payment of common stock dividends and repayment of long-term debt and funds transferred for redemption of special purpose revenue bonds. During the first nine months of 2019, Hawaiian Electric and ASB (through ASB Hawaii) paid cash dividends to HEI of $76 million and $47 million, respectively.
Dividends.  The payout ratios for the first nine months of 2019 and full year 2018 were 69% and 67%, respectively. HEI currently expects to maintain its dividend at its present level; however, the HEI Board of Directors evaluates the dividend quarterly and considers many factors in the evaluation 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.
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.


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 these policies 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.
For information about these material estimates and critical accounting policies, see pages 37 to 39, 50 to 51, and 66 to 68 of HEI’s MD&A included in Part II, Item 7 of HEI’s 2018 Form 10-K.
Following are discussions of the results of operations, liquidity and capital resources of the electric utility and bank segments.
Electric utility
RESULTS OF OPERATIONS
Three months ended September 30, Increase  
2019 2018 (decrease) (dollars in millions, except per barrel amounts)
$688
 $687
 $1
   
Revenues. Net increase largely due to:
      $4
 higher rates
      3
 MPIR for Schofield Generating Station
      2
 pole attachment revenues
      (2) net of lower purchase power energy price and higher kWh purchased
      (7) 
net of lower fuel oil prices and higher kWh generated
199
 207
 (8)   
Fuel oil expense1. Net decrease largely due to lower fuel oil prices, partially offset by higher kWh generated
175
 178
 (3)   
Purchased power expense1, 2. Net decrease largely due to lower purchased power energy price, partially offset by higher kWh purchased
124
 114
 10
   
Operation and maintenance expenses. Net increase largely due to:
      4
 higher generation overhaul costs
      2
 higher preventive/corrective maintenance expense for generating facilities
      1
 reset of pension costs included in rates as part of rate case decisions
      1
 higher vegetation management costs
      1
 higher medical premium costs
      1
 higher outside consulting services for grid modernization projects
118
 116
 2
   
Other expenses. Increase primarily due to higher depreciation expense for plant investments in 2018
72
 74
 (2)   
Operating income.  Decrease due to higher operation and maintenance and depreciation expenses, offset in part by higher revenue
47
 50
 (3)   
Net income for common stock. Decrease due to higher operating expenses and higher income taxes, offset in part by higher rates and lower interest expense. See below for discussion on effective tax rate.
         
2,414
 2,329
 85
   
Kilowatthour sales (millions)3
$82.30
 $90.93
 $(8.63)   Average fuel oil cost per barrel



Nine months ended September 30 Increase  
2019 2018 (decrease) (dollars in millions, except per barrel amounts)
$1,901
 $1,866
 $35
   
Revenues. Net increase largely due to:
      $26
 higher rates
      13
 MPIR for Schofield Generating Station
      5
 pole attachment revenues
      2
 billing to a third party for mutual assistance work reimbursement
      (5) 
net of lower fuel oil prices and lower kWh generated
      (6) lower kWh purchased and lower capacity charges
541
 545
 (4)   
Fuel oil expense1. Net decrease largely due to lower kWh generated, coupled with higher fuel efficiency
472
 478
 (6)   
Purchased power expense1 ,2. Net decrease largely due to lower kWh purchased and lower capacity charges
362
 334
 28
   
Operation and maintenance expenses. Net increase largely due to:
      6
 higher outside consulting services for system support (Asset management, Energy Management, Enterprise and Grid Modernization systems)
      6
 higher preventive/corrective maintenance expense for generating facilities
      5
 reset of pension costs included in rates as part of rate case decisions
      5
 higher generation overhaul costs
      2
 higher medical premium costs
      2
 cost incurred related to reimbursed third-party mutual assistance work
      1
 voluntary retirement bonus payout
      1
 higher engineering costs due to transmission planning and interconnection requirements study related to integration of more renewables
341
 328
 13
   
Other expenses. Increase due to higher depreciation expense for plant investments in 2018
184
 181
 3
   
Operating income.  Increase due to higher revenue, offset in part by higher operation and maintenance and depreciation expenses
111
 108
 3
   
Net income for common stock. Increase due to higher rates and MPIR revenues, offset in part by higher operating expenses
         
6,449
 6,469
 (20)   
Kilowatthour sales (millions)4
$83.64
 $84.67
 $(1.03)   Average fuel oil cost per barrel
464,892
 462,516
 2,376
   Customer accounts (end of period)
1The rate schedules of the electric utilities currently contain ECACs and ECRCs through which changes in fuel oil prices and certain components of purchased energy costs are passed on to customers.
2The rate schedules of the electric utilities currently contain PPACs through which changes in purchase power expenses (except purchased energy costs) are passed on to customers.
3 kWh sales were higher when compared to the same quarter in the prior year due largely to warmer and more humid weather in the third quarter of 2019 than 2018.
4 kWh sales were lower when compared to prior year due largely to continued energy efficiency and conservation efforts by customers and increasing levels of private customer-sited renewable generation, coupled with cooler and less humid weather in the first quarter of 2019.

The Utilities’ effective tax rates for the third quarters of 2019 and 2018 were 19% and 12%, respectively. The Utilities’ effective tax rate for the first nine months of 2019 and 2018 were similar at 20% and 19%, respectively. The effective tax rate was higher for the three months ended September 30, 2019 compared to the same period in 2018 due primarily to certain return adjustments recorded in 2018 relating to the benefit associated with additional tax deductions taken in the Company’s 2017 tax returns in conjunction with the rate differential provided in the 2017 Tax Act offset, in part, by higher amortization in 2019 of the Utilities’ regulatory liability related to certain excess deferred income taxes resulting from the Tax Act’s decrease in federal income tax rate.
Hawaiian Electric’s consolidated ROACE was 7.6% and 7.2% for the twelve months ended September 30, 2019 and September 30, 2018, respectively.


The Utilities’ consolidated kWh sales have declined each year since 2007. Year-over-year sales in 2019 are anticipated to be about the same as in 2018 on a consolidated basis due to the continued adoption of energy efficiency and distributed energy resources, partially offset by the warmer, more humid weather in the second and third quarter of the year. Cooler, less humid than average weather in the first quarter was offset by warmer, more humid weather in the second and third quarter, resulting in sales being slightly lower in the first three quarters of the year. However, following the adoption of the decoupling model in 2011, revenues are not tied to kWh sales and include annual rate adjustments to revenues. See “Decoupling” in the “Regulatory proceedings” section of Note 3 of the condensed consolidated financial statements for additional information.
The net book value (cost less accumulated depreciation) of utility property, plant and equipment (PPE) as of September 30, 2019 amounted to $4 billion, of which approximately 28% related to generation PPE, 63% related to transmission and distribution PPE, and 9% related to other PPE. Approximately 9% of the total net book value relates to generation PPE that has been deactivated or that the Utilities plan to deactivate or decommission. 
See “Economic conditions” in the “HEI Consolidated” section above.
Executive overview and strategy. The Utilities provide electricity on all the principal islands in the state, other than Kauai, to approximately 95% of the state’s population 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, resilient, 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 enable the creation of smart, sustainable, resilient communities and achieve the statutory goal of 100% renewable energy by 2045.
Transition to renewable energy. The Utilities are fully committed to a 100 percent renewable energy future for Hawaii and are partnering with the State of Hawaii in achieving its Renewable Portfolio Standard goal of 100% renewable energy by 2045. Hawaii’s RPS law requires electric utilities to meet an RPS of 30%, 40%, 70% and 100% by December 31, 2020, 2030, 2040 and 2045, respectively. The regulatory framework includes a number of mechanisms designed to provide utility financial stability during the transition toward the state’s 100% renewable energy future. Under the sales decoupling mechanism, the utilities are allowed to recover from customers, target test year revenues, independent of the level of kWh sales, which have declined as privately-owned distributed energy resources have been added to the grid and energy efficiency measures have been put into place. Other regulatory mechanisms reduce regulatory lag, such as the rate adjustment mechanism to provide revenues for escalation in certain O&M expenses and rate base changes between rate cases, and the major project interim recovery mechanism, which allow the utilities to recover and earn on certain approved major capital projects placed into service in between rate cases. See “Decoupling” in Note 3 of the Consolidated Financial Statements.
Integrated Grid Planning. Achieving 100% renewable energy will require modernizing the grid through coordinated energy system planning in partnership with local communities and stakeholders. To accomplish this, the Utilities filed its Integrated Grid Planning (IGP) Report with the PUC on March 1, 2018, which provides an innovative systems approach to energy planning intended to yield the most cost-effective renewable energy pathways that incorporates customer and stakeholder input.
The PUC opened a docket to review the IGP process that the Utilities had proposed, and the resulting plans. In March 2019, the PUC accepted the Utilities’ IGP Work plan submitted on December 14, 2018, which describes the timing and scope of major activities that will occur in the IGP process. The IGP utilizes an inclusive and transparent Stakeholder Engagement model to provide an avenue for interested parties to engage with the Companies and contribute meaningful input throughout the IGP process. The IGP Stakeholder Council, Technical Advisor Panel and Working groups have been established and meet regularly to provide feedback and input on specific issues and process steps in the IGP.
Demand response programs. Pursuant to PUC orders, the Utilities are developing an integrated DR Portfolio Plan that will enhance system operations and reduce costs to customers. The reduction in cost for the customer will take the form of either rates or incentive-based programs that will compensate customers for their participation individually, 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.
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 allowance for funds used during construction, through the Renewable Energy Infrastructure Program Surcharge. The Utilities placed the DR Management System in service in the first quarter of 2019. The Utilities are currently working through the next software update with the vendor, and will submit the final cost report in the fourth quarter of 2019. The Utilities are on track to remain below the $3.9 million budget cap.
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. In 2019, the Utilities are expected to sign a number of


multi-year Grid Services Purchase Agreements with third party aggregators. These contracts pay service providers to aggregate grid-supporting capabilities from customer-sited Distributed Energy Resources. The first of these five-year contracts in a not-to-exceed amount of $22 million has been executed (PUC approval obtained on August 9, 2019) and is expected to not only deliver benefit through efficient grid operations but also avoided fuel costs over that 5-year period. As the PUC considers Performance-based Regulation, demonstrated savings resulting from these contracts could results in shared savings for the Utilities. This complements the Utilities’ transformation and supports customer choice.
Grid modernization. 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. Under the Grid Modernization Strategy, new technology will help triple private rooftop solar and make use of rapidly evolving products, including storage and advanced inverters. The Utilities have begun work to implement the Grid Modernization Strategy Phase 1, which received PUC approval on March 25, 2019. The estimated cost for this initial phase is approximately $86 million and is expected to be incurred over five years. The Utilities filed an application with the PUC on September 30, 2019 for an Advanced Distribution Management System as part of the second phase of their Grid Modernization implementation. The estimated cost for the implementation over five years of the Advanced Distribution Management System, which includes capital, deferred and O&M costs, is $46 million. Additional applications will be filed later to implement subsequent phases of the strategy.
Community-Based Renewable Energy. In December 2017, the PUC adopted a community-based renewable energy (CBRE) program framework which allows 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. The program has two phases.
The first phase, which commenced in July 2018, totals 8 MW of solar photovoltaic (PV) only with one credit rate for each island. The Utilities’ role is limited to administrative only during the first phase. As administrators, the Utilities will work with subscriber organizations to allocate capacity, answer general program questions, verify subscriber eligibility and process bill credits for subscribers. The Utilities are in the process of verifying the projects and awarding the capacity to interested subscriber organizations.
The second phase will commence after review of the first full year of the phase one. 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.
The PUC held an informal technical conference on July 25, 2019 to review progress and status of the first phase and to solicit recommendations for the second phase. On August 19, 2019, the Utilities and the Joint Parties submitted their comments and recommendations for the second phase.
Microgrid services tariff proceeding. In July 2018, the PUC issued an order instituting a proceeding to investigate establishment of a microgrid services tariff, pursuant to Act 200 of 2018. The PUC granted motions to intervene in the docket by eight parties (there are currently six parties) and completed its initial procedural schedule in March 2019. In August 2019, the PUC issued an order stating that the focus for the remainder of the docket is to facilitate the ability of microgrids to disconnect from the grid and provide backup power to customers and critical energy uses during contingency events.
The PUC also required the parties to form two Working Groups: (1) a Market Facilitation Working Group to recommend draft tariff language for the Microgrid Services Tariff; and (2) an Interconnection Standards Working Group to develop a new section of Rule 14H specific to interconnection and islanding/reconnection of microgrids. The Utilities are to file a Draft Microgrid Services Tariff and Rule 14H Updates by March 30, 2020.
Decoupling. See "Decoupling" in Note 3 of the Condensed 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. Earnings sharing credits are included in the annual decoupling filing for the following year. Results for 2018, 2017 and 2016 did not trigger the earnings sharing mechanism for the Utilities.


Regulated returns. Actual and PUC-allowed returns, as of September 30, 2019, were as follows:
% Rate-making Return on rate base (RORB)* ROACE** Rate-making ROACE***
Twelve months ended 
September 30, 2019
 Hawaiian Electric Hawaii Electric Light Maui Electric Hawaiian Electric Hawaii Electric Light Maui Electric Hawaiian Electric Hawaii Electric Light Maui Electric
Utility returns 6.73
 6.39
 6.16
 7.78
 6.88
 7.39
 8.39
 7.36
 7.54
PUC-allowed returns 7.57
 7.80
 7.43
 9.50
 9.50
 9.50
 9.50
 9.50
 9.50
Difference (0.84) (1.41) (1.27) (1.72) (2.62) (2.11) (1.11) (2.14) (1.96)
*      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.
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, and O&M increases and return on capital additions since the last rate case in excess of indexed escalations.
Most recent rate proceedings.  Hawaiian Electric filed for a rate increase based on a 2020 test year in August 2019. Hawaii Electric Light filed its 2019 test year rate case in December 2018. Final rates for Maui Electric’s 2018 rate case were effective on June 1, 2019 based on rulings in a D&O issued on March 18, 2019. Rates resulting from the March 2019 D&O were lower than what had been allowed in the interim order and Maui Electric refunded approximately $0.5 million to customers in June and July 2019.
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 1
    
  
  
  
  
  
  
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
  
Interim increase with Tax Act 4/13/18 (0.6) 
 9.50
 7.57
 1,993
 57.10
  
Final increase 9/1/18 (0.6) 
 9.50
 7.57
 1,993
 57.10
  
2020                
Request 8/21/19 $77.6
 4.1
 10.50
 7.97
 $2,477
 57.15
  
Hawaii Electric Light    
  
  
  
  
  
  
2016 2 
                
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
  
Interim increase with Tax Act 5/1/18 1.5
 0.5
 9.50
 7.80
 481
 56.69
  
Final increase 10/1/18 
 
 9.50
 7.80
 481
 56.69
  
2019            
Request 12/14/18 $13.4
 3.4
 10.50
 8.30
 $537
 56.91
  
Maui Electric    
  
  
  
  
  
  
2018 3 
                
Request 10/12/17 $30.1
 9.3
 10.60
 8.05
 $473
 56.94
 Yes
Interim increase with Tax Act 8/23/18 12.5
 3.82
 9.50
 7.43
 462
 57.02
  
Final increase 6/1/19 12.2
 3.7
 9.50
 7.43
 454
 57.02
  
Note:  The “Request” date reflects the application filing date for the rate proceeding. The “Interim increase” and “Final increase” date reflects the effective date of the revised schedules and tariffs as a result of the PUC-approved increase.
1Final D&O was issued on June 22, 2018.
2 Final D&O was issued on June 29, 2018.
3 A D&O issued on May 16, 2019 approved Maui Electric’s revised revenue requirements filed based on the March 2019 D&O and final rates which took effect on June 1, 2019.
See “Most recent rate proceedings” in Note 3 of the Condensed Consolidated Financial Statements.


Performance-based regulationSee “Performance incentive mechanisms” and “Performance-based regulation proceeding” in Note 3 of the Condensed Consolidated Financial Statements.
Developments in renewable energy effortsDevelopments in the Utilities’ efforts to further their renewable energy strategy include renewable energy projects discussed in Note 3 of the Condensed Consolidated Financial Statements and the following:
New renewable PPAs.
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 was expected to be placed into service by August 31, 2019, but has been delayed due to an appeal of the decision in the Habitat Conservation Permit contested case. NPM has now received its Habitat Conservation Permit and is working to construct the project.
In July 2017, the PUC approved, with certain modifications and conditions, three PPAs for 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. The three projects are now owned by Clearway Energy Group LLC, whose controlling investor is Global Infrastructure Partners. On September 19, 2019, Lanikuhana Solar and Waipio PV projects achieved commercial operations. Kawailoa Solar, LLC is expected to be in service by the end of 2019.
In July 2018, the PUC approved Maui Electric’s PPA with Molokai New Energy Partners to purchase solar energy from a PV plus battery storage project. The 4.88 MW project will deliver no more than 2.64 MW at any time to the Molokai system. The project is expected to be in service in 2020.
In November 2018, Hawaiian Electric filed with the PUC a PPA for Renewable As-Available Energy dated October 22, 2018 between Hawaiian Electric and EE Ewa, LLC (Palehua) for a proposed 46.8 MW wind farm on Oahu, subject to PUC approval. On September 6, 2019, the PUC issued an order dismissing without prejudice Hawaiian Electric’s application for a waiver of the proposed Palehua wind project from the PUC’s framework for competitive bidding and approval of the PPA. Due to the foregoing, the PPA has been declared null and void.
Tariffed renewable resources.
As of September 30, 2019, there were approximately 486 MW, 102 MW and 116 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 Standard Interconnection Agreement, Net Energy Metering, Net Energy Metering Plus, Customer Grid Supply, Customer Self Supply, Customer Grid Supply Plus and Interim Smart Export. As of September 30, 2019, an estimated 29% of single family homes on the islands of Oahu, Hawaii and Maui have installed private rooftop solar systems, and approximately 17% of the Utilities' total customers have solar systems.   
The Utilities began accepting energy from feed-in tariff projects in 2011. As of September 30, 2019, there were 34 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 July 2018, the PUC approved Hawaiian Electric’s 3-year biodiesel supply contract with Pacific Biodiesel Technologies, LLC (PBT) to supply 2 million to 4 million gallons of biodiesel at Hawaiian Electric’s Schofield Generating Station and the Honolulu International Airport Emergency Power Facility (HIA Facility) and any other generating unit on Oahu, as necessary. The PBT contract became effective on November 1, 2018. Hawaiian Electric also has a spot buy contract with PBT 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 extended through June 2021.
Hawaiian Electric has a contingency supply contract with REG Marketing & Logistics Group, LLC to also supply biodiesel to any generating unit on Oahu in the event PBT is not able to supply necessary quantities. This contingency contract has been extended to November 2020, and will continue with no volume purchase requirements.
Requests for renewable proposals, expressions of interest, and information.
Under a request for proposal process governed by the PUC and monitored by independent observers, in February 2018, the Utilities issued RFPs for 220 MW of renewable generation on Oahu, 50 MW of renewable generation on Hawaii Island, and 60 MW of renewable generation on Maui. The Utilities selected a final award group for Hawaii Island in August 2018 and for Maui and Oahu in September 2018.


In December 2018, the Utilities executed a total of seven renewable generation PPAs utilizing photovoltaic technology paired with a battery storage system for a total of 262 MW, of which six PPAs were approved by the PUC in March 2019 and one PPA for Maui Electric is still under PUC review. In February 2019, Hawaiian Electric filed an additional PPA for a proposed 12.5 MW PV plus battery storage project, which was approved by the PUC on August 20, 2019. Summarized information for a total of 8 PPAs, including one for Maui Electric that is pending PUC approval, is as follows:
Utilities Number of contracts Total photovoltaic size (MW) Battery Energy Storage System (BESS) Size (MW/MWh) Guaranteed commercial operation dates Contract term (years) Total projected annual payment (in millions)
Hawaiian Electric 4 139.5 139.5 / 558 9/30/2021 & 12/31/2021 20 & 25 $30.9
Hawaii Electric Light 2 60 60 / 240 7/20/2021 & 6/30/2022 25 14.1
Maui Electric 2 75 75 / 300 7/20/2021 & 6/30/2022 25 17.6
Total 8 274.5 274.5 / 1,098     $62.6
In March 2019 and August 2019, the Utilities received PUC approval to recover the total projected annual payment of $57.8 million for 7 PPAs through the PPAC to the extent such costs are not included in base rates. The remaining $4.8 million of total projected annual payments for the remaining PPA is pending PUC approval.
In October 2017, the Utilities filed a draft request for proposal with the PUC for 40 MW of firm renewable generation on Maui (Maui Firm RFP) to be in service by the end of 2022. The Utilities have since decided to move forward with an RFP for variable renewable energy and energy storage.
In continuation of its February 2018 request for proposal process, the Utilities issued its Stage 2 Renewable RFPs for Oahu, Maui and Hawaii Island and Grid Services RFP on August 22, 2019. This procurement plan seeks approximately 900 MW of renewable energy, including 594 MW on Oahu, 135 MW on Maui and a range between 32 to 203 MW on Hawaii Island. This second phase, as approved by the PUC, is open to all renewable and storage resources, including efforts to add more renewable generation, renewable plus storage, standalone storage and grid services. The scope of these RFPs has been expanded to accelerate renewable energy procurements beyond the remainder of the 2022 targets identified in Stage 1 to include the energy from the retiring Kahului Power Plant on Maui and the expiring AES Hawaii facility on Oahu. For the Grid Services RFP, the targets have been expanded in alignment with the Renewable RFPs. Utility proposals to address reliability will be submitted on November 4, 2019. Proposals from third parties for these RFPs are due by November 5, 2019.
On August 6, 2019, the Utilities filed draft RFPs with the PUC for renewable generation paired with energy storage on the islands of Lanai and Molokai. Projects may come online as early as 2022. The Utilities are seeking PV paired with storage or small wind (specified as 100 kW turbines or smaller) on Molokai and PV paired with storage on Lanai.
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 of the Condensed Consolidated Financial Statements.
Impact of lava flows on PGV. In May 2018, a lava eruption occurred within the Leilani Estates subdivision and resulted in the shutdown of independent power producer PGV’s geothermal facilities. The financial impact to Hawaii Electric Light has not been material. In March 2019, Hawaii Electric Light and PGV entered into a Rebuild Agreement, which sets forth the parties’ respective responsibilities associated with restoration of facilities and reconnection of the PGV facility to the electric grid. Hawaii Electric Light and PGV are in negotiations of an amended and restated PPA, which would, among others, delink the original PPA from the cost of fossil-fuel.
In June 2019, Hawaii Electric Light filed an application requesting approval to reconstruct the necessary transmission lines. In August 2019, the PUC issued an order suspending the application with the expectation that Hawaii Electric Light provide information on an expected timeline for various permit approvals and substantive details on a renegotiated PPA. In response to the PUC’s order, Hawaii Electric Light submitted its quarterly report, which provided details on the status of permits and PGV’s assertion that every permit required to operate its facilities is in full force and effect. In addition, the report indicated that the work described in the Rebuild Agreement is necessary to restore facilities under the existing original PPA with PGV, which is valid through 2027, and that the parties continue to negotiate an amended and restated PPA that would be delinked from the cost of fossil fuel. In October 2019, the PUC opened a docket to review an amended and restated PPA between Hawaii Electric Light and PGV.


Army privatization. On September 27, 2019, Hawaiian Electric was awarded a 50-year contract to own, operate and maintain the electric distribution system serving the U.S. Army’s 12 installations on Oahu, including Schofield Barracks, Wheeler Army Airfield, Tripler Army Medical Center, Fort Shafter, and Army housing areas. Hawaiian Electric will acquire, subject to PUC approval, the Army’s existing distribution system for a purchase price of $16.3 million and will pay the Army in the form of a monthly credit against the monthly utility services charge over the 50-year term of the contract. Hawaiian Electric filed an application with the PUC for approval of the Army privatization contract on October 25, 2019.
If approved by the PUC by 2020, Hawaiian Electric would take ownership and all responsibilities for operation and maintenance of the system in late 2021 for a 50-year term, which would start after the mutually agreed upon one-year transition period. Under the contract, Hawaiian Electric will make initial capital upgrades over the first six years of the contract and replacements of aging infrastructure over the 50-year term. In addition to its regular monthly electricity bill, the Army will pay Hawaiian Electric a monthly utility services charge to cover operations and maintenance expenses and provide recovery for capital upgrades, capital replacements, and the existing distribution system based on a rate of return determined by the PUC for regulated utility investments, as well as depreciation expense. A preliminary assessment estimated the capital needs of approximately $40 million in the first six years of the contract. The annual impact on Hawaiian Electric’s earnings is not expected to be material and will depend on a number of factors, including the amount and timing of capital upgrades and capital replacements.
FINANCIAL CONDITION
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, investments, debt repayments, retirement benefit plan contributions and other cash requirements in the foreseeable future.
Hawaiian Electric’s consolidated capital structure was as follows:
(dollars in millions) September 30, 2019 December 31, 2018
Short-term borrowings $113
 3% $25
 1%
Long-term debt, net 1,418
 40
 1,419
 41
Preferred stock 34
 1
 34
 1
Common stock equity 1,993
 56
 1,958
 57
  $3,558
 100% $3,436
 100%
Information about Hawaiian Electric’s commercial paper borrowings, borrowings from HEI and line of credit facility were as follows:
  Average balance Balance
(in millions) Nine months ended September 30, 2019 September 30, 2019 December 31, 2018
Short-term borrowings 1
  
  
  
Commercial paper $50
 $63
 $
Line of credit draws 
 
 
Borrowings from HEI 
 
 
Undrawn capacity under line of credit facility 
 200
 200
1   The maximum amount of external short-term borrowings by Hawaiian Electric during the first nine months of 2019 was approximately $158 million. As of September 30, 2019, Hawaiian Electric had short-term borrowings from Hawaii Electric Light of $15 million and Maui Electric had short-term borrowings from Hawaiian Electric of approximately $22 million.
Hawaiian Electric has a $200 million line of credit facility with no amounts outstanding at September 30, 2019. See Note 5 of the Condensed Consolidated Financial Statements.
In October 2019, Moody’s revised Hawaiian Electric’s rating outlook to “positive” from “stable” and affirmed Hawaiian Electric’s Baa2 senior unsecured rating and Hawaiian Electric’s P-2 commercial paper rating. The revision to the rating outlook was based on the considerable progress made with respect to the Utilities’ transition to renewable energy and the improvement in its customer service. Moody’s also indicated that future upgrades or downgrades in ratings action are dependent on a variety of factors, including continuing progress toward renewable energy generation, changes in its cash flow from operations ratios, and improvements in the regulatory environment, specifically, a credit-supportive decision in the performance-based regulation proceeding. See “Performance-based regulation proceeding” in Note 3 of the Condensed Consolidated Financial Statements.




On February 26, 2019, the PUC approved Hawaiian Electric and Hawaii Electric Light’s request to issue refunding special purpose revenue bonds (SPRBs) prior to December 31, 2020 to refinance their outstanding Series 2009 SPRBs in the amount of up to $90 million and $60 million, respectively. Pursuant to this approval, on July 18, 2019, the Department of Budget and Finance of the State of Hawaii (DBF) issued, at par, Refunding Series 2019 SPRBs in the aggregate principal amount of $150 million with a maturity of July 1, 2039. See Note 5 of the Condensed Consolidated Financial Statements.
On May 24, 2019, the PUC approved the Utilities’ request to issue SPRBs in the amounts of up to $70 million, $2.5 million and $7.5 million for Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively, prior to June 30, 2020, to finance the Utilities’ capital improvement programs. Pursuant to this approval, on October 10, 2019, the DBF issued, at par, Series 2019 SPRBs in the aggregate principal amount of $80 million with a maturity of October 1, 2049. See Note 5 of the Condensed Consolidated Financial Statements.
On June 10, 2019, the Hawaii legislature authorized the issuance of up to $700 million of SPRBs ($400 million for Hawaiian Electric, $150 million for Hawaii Electric Light and $150 million for Maui Electric), with PUC approval, prior to June 30, 2024, to finance the Utilities’ multi-project capital improvement programs.
On November 29, 2018, Hawaiian Electric entered into a 364-day, $50 million term loan credit agreement that matures on November 28, 2019. Hawaiian Electric drew the first $25 million on November 29, 2018 and the second $25 million on January 31, 2019.
On January 31, 2019, the Utilities received PUC approval to issue the remaining authorized amounts under the April 2018 Approval in 2019 through 2020 (Hawaiian Electric up to $205 million and Hawaii Electric Light up to $15 million of taxable debt), as well as a supplemental increase to authorize the issuance of additional taxable debt 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, and to refinance the Utilities’ 2004 junior subordinated deferrable interest debentures (QUIDS) prior to maturity. In addition, the Utilities received approval to extend the period to issue additional taxable debt from December 31, 2021 to December 31, 2022. The new total “up to” amounts of taxable debt requested to be issued through December 31, 2022 are $410 million, $150 million and $130 million for Hawaiian Electric, Hawaii Electric Light and Maui Electric, respectively.
Pursuant to this approval, on May 13, 2019, the Utilities issued through a private placement, $50 million of unsecured senior notes bearing taxable interest ($30 million for Hawaiian Electric, $10 million for Hawaii Electric Light and $10 million for Maui Electric) to refinance the Utilities’ 2004 junior subordinated deferrable interest debentures. See Note 5 of the Condensed Consolidated Financial Statements. See summary table below.
(in millions)Hawaiian ElectricHawaii Electric LightMaui Electric
Total “up to” amounts of taxable debt authorized through 2022$410
$150
$130
Less:   
Taxable debt authorized and issued in 2018 under April 2018 Approval$75
$15
$10
Taxable debt issuance to refinance the 2004 QUIDS30
10
10
Remaining authorized amounts$305
$125
$110
In October 2018, the Utilities received PUC approval for the supplemental increase to issue and sell additional common stock in the amounts of up to $280 million for Hawaiian Electric and up to $100 million each for Hawaii Electric Light and Maui Electric, with the new total “up to” amounts of $430 million for Hawaiian Electric and $110 million each for Hawaii Electric Light and Maui Electric, and to extend the period authorized by the PUC to issue and sell common stock from December 31, 2021 to December 31, 2022. See summary table below.
(in millions)Hawaiian ElectricHawaii Electric LightMaui Electric
Total “up to” amounts of common stock authorized to issue and sell through 2021$150.0
$10.0
$10.0
Supplemental increase authorized280.0
100.0
100.0
Total “up to” amounts of common stock authorized to issue and sell through 2022430.0
110.0
110.0
Common stock authorized and issued in 2017 and 201884.7

6.3
Remaining authorized amounts$345.3
$110.0
$103.7


Cash flows. The following table reflects the changes in cash flows for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018:
 Nine months ended September 30,  
(in thousands)2019 2018 Change
Net cash provided by operating activities$282,618
 $193,722
 $88,896
Net cash used in investing activities(295,145) (300,558) 5,413
Net cash provided by financing activities9,157
 101,543
 (92,386)
Net cash provided by operating activities. The increase in net cash provided by operating activities was primarily driven by higher cash receipts from customers due to higher rates.
Net cash used in investing activities. The decrease in net cash used in investing activities was primarily driven by a decrease in capital expenditures related to construction activities.
Net cash provided by financing activities. The decrease in net cash provided by financing activities was primarily driven by higher net cash from long-term borrowings in 2018.
Forecast capital expenditures. For the five-year period 2019 through 2023, the Utilities forecast up to $2.1 billion 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 the timing and results 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, to pay down commercial paper or other short-term borrowings, as well as to fund any unanticipated expenditures not included in the 2019 to 2023 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 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.


Bank
  Three months ended September 30, Increase  
(in millions) 2019 2018 (decrease) Primary reason(s)
Interest income $67
 $65
 $2
 The increase in interest income was primarily the result of an increase in the loan portfolio balances partly offset by a decrease in balances and yields on the investment portfolio. ASB’s average loan portfolio balance for the three months ended September 30, 2019 increased by $282 million compared to the same period in 2018 due to increases in the average home equity line of credit, residential, commercial and consumer loan portfolios of $113 million, $83 million, $50 million and $34 million, respectively. The yield on the loan portfolio was comparable to the yield on the loan portfolio in the prior year. ASB’s average investment securities portfolio balance for the three months ended September 30, 2019 decreased by $135 million compared to the same period in 2018 as ASB used the investment portfolio repayments to fund the growth in the loan portfolio. The yield on the investment securities portfolio decreased by 16 basis points due to an increase in the amortization of premiums in the investment portfolio. The average balance of interest-earning deposits decreased by $57 million for the three months ended September 30, 2019 compared to the same period in 2018 as excess liquidity was also used to fund the loan portfolio growth.
Noninterest income 16
 15
 1
 Noninterest income increased for the three months ended September 30, 2019 compared to noninterest income for the three months ended September 30, 2018 primarily due to an increase in mortgage banking income and the gain on sale of securities, partly offset by bank owned life insurance policy payouts received in the three months ended September 30, 2018 with no similar payouts in the three months ended September 30 2019.
Revenues 83
 80
 3
 The increase in revenues for the three months ended September 30, 2019 compared to the same period in 2018 was due higher interest and noninterest income.
Interest expense 5
 4
 1
 The increase in interest expense for the three months ended September 30, 2019 compared to the same period in 2018 was due to an increase in term certificate balances and yields. Average deposit balances for the three months ended September 30, 2019 increased by $120 million compared to the same period in 2018 due to an increase in core deposits and term certificates of $72 million and $48 million, respectively. Average cost of deposits for the three months ended September 30, 2019 was 28 basis points, or 4 basis points above the cost of deposits for the same period in 2018. Average other borrowings for the three months ended September 30, 2019 decreased by $19 million compared to the same period in 2018 due to a decrease in repurchase agreements and FHLB advances. The interest-bearing liability rate for the three months ended September 30, 2019 of 43 basis points increased 7 basis points compared to the same period in 2018.
Provision for loan losses 3
 6
 (3) The provision for loan losses decreased for the three months ended September 30, 2019 compared to the provision for loan losses for the three months ended September 30, 2018. The provision for loan losses for 2019 was primarily for additional loan loss reserves for the consumer loan portfolio, and growth in the loan portfolio, partly offset by the release of commercial and commercial real estate loan reserves due to a loan payoff and upgrades in those loan portfolios, and the release of loan loss reserves resulting from improving credit trends throughout the loan portfolio. The provision for loan losses for 2018 was primarily for loan growth and additional loan loss reserves for the consumer and credit-scored loan portfolios, partly offset by the release of reserves due to repayments in the commercial and commercial real estate loan portfolios and improved credit quality in the residential, home equity line of credit, commercial and commercial real estate loan portfolios. Delinquency rates have decreased from 0.52% at September 30, 2018 to 0.41% at September 30, 2019. The annualized net charge-off ratio for the three months ended September 30, 2019 was 0.69% compared to an annualized net charge-off ratio of 0.40% for the same period in 2018. The annualized net charge-off for 2019 was impacted by the partial charge-off of a commercial credit.
Noninterest expense 46
 43
 3
 Noninterest expense increased for the three months ended September 30, 2019 compared to the same period in 2018 primarily due to higher compensation and employee benefits expenses, and higher occupancy expenses, partly offset by lower FDIC insurance premium expenses a result of an assessment credit received from the FDIC. The higher compensation and employee benefits expenses were due to an increase in commissions incentives, an increase in the minimum pay rate for employees and annual merit increases. Occupancy expenses in 2019 included depreciation and occupancy costs related to the new campus while still including the costs of properties being vacated.
Expenses 54
 53
 1
 The increase in expenses for the three months ended September 30, 2019 compared to the same period in 2018 was due to higher interest expense and higher noninterest expenses partly offset by lower provision for loan losses.
Operating income 29
 27
 2
 The increase in operating income for the three months ended September 30, 2019 compared to the same period in 2018 was primarily due to higher interest and noninterest income, and lower provision for loan losses, partly offset by higher interest expense and higher noninterest expenses.
Net income 23
 21
 2
 The increase in net income for the three months ended September 30, 2019 compared to the same period in 2018 was primarily due to higher operating income.


  Nine months ended September 30 Increase  
(in millions) 2019 2018 (decrease) Primary reason(s)
Interest income $202
 $190
 $12
 The increase in interest income was primarily the result of an increase in loan portfolio balances and yields partly offset by lower investment balances. ASB’s average loan portfolio balance for the nine months ended September 30, 2019 increased by $203 million compared to the same period in 2018 due to increases in the average home equity line of credit, residential, consumer and commercial loan portfolios of $91 million, $57 million, $37 million and $31 million, respectively. The yield on loans benefited from the rising interest rate environment during the past year, which resulted in an increase in yields from the total loan portfolio of 15 basis points. The average investment portfolio balance for the nine months ended September 30, 2019 decreased $35 million compared to the same period in 2018 due to repayments in the portfolio and the lack of new investment security purchases as liquidity was used to fund the loan portfolio growth. The investment portfolio yield for 2019 was comparable to the investment portfolio yield in the prior year. The average interest-earning deposits balance for the nine months ended September 30, 2019 decreased $49 million compared to the same period in 2018.
Noninterest income 46
 43
 3
 Noninterest income increased for the nine months ended September 30, 2019 compared to noninterest income for the nine months ended September 30, 2018 primarily due to higher mortgage banking income and higher bank owned life insurance policy payouts.
Revenues 248
 233
 15
 The increase in revenues for the nine months ended September 30, 2019 compared to the same period in 2018 was due higher interest and noninterest income.
Interest expense 14
 11
 3
 The increase in interest expense for the nine months ended September 30, 2019 compared to the same period in 2018 was due to higher deposit balances and interest rates. Average deposit balances for the nine months ended September 30, 2019 increased by $181 million compared to the same period in 2018 due to an increase in core deposits and term certificates of $136 million and $45 million, respectively. Average cost of deposits for the nine months ended September 30, 2019 was 28 basis points, or 6 basis points above the cost of deposits for the same period in 2018. Average other borrowings for the nine months ended September 30, 2019 decreased by $36 million compared to the same period in 2018 primarily due to a decrease in repurchase agreements. The interest-bearing liability rate for the nine months ended September 30, 2019 of 43 basis points increased by 9 basis points compared to the same period in 2018.
Provision for loan losses 18
 12
 6
 The provision for loan losses increased for the nine months ended September 30, 2019 compared to the provision for loan losses for the nine months ended September 30, 2018. The provision for loan losses for 2019 was due to additional loss reserves for the consumer loan portfolio, increased reserves for an impaired commercial credit and a commercial real estate loan that was downgraded to substandard, partly offset by the release of reserves resulting from recoveries of previously charged-off loans. The provision for loan losses for 2018 was primarily due to additional loan loss reserves for the consumer loan portfolio, partly offset by the release of reserves for improved credit quality of the commercial and commercial real estate loan portfolios. Delinquency rates have decreased from 0.52% at September 30, 2018 to 0.41% at September 30, 2019. The annualized net charge-off ratio for the nine months ended September 30, 2019 was 0.46% compared to an annualized net charge-off ratio of 0.33% for the same period in 2018. The increase was due to higher net charge-offs in the consumer loan portfolio with risk-based pricing and the partial charge-off of a commercial credit.
Noninterest expense 139
 131
 8
 Noninterest expense increased for the nine months ended September 30, 2019 compared to the same period in 2018 primarily due to higher compensation and employee benefits expenses, and higher occupancy expenses. The increase in compensation and employee benefits was due to an increase in performance-based incentives, an increase in the minimum pay rate for employees and annual merit increases. Occupancy expenses in 2019 included depreciation and occupancy costs for the new campus while still including the costs of properties being vacated.
Expenses 171
 154
 17
 The increase in expenses for the nine months ended September 30, 2019 compared to the same period in 2018 was due to higher interest expense, higher provision for loan losses and higher noninterest expenses.
Operating income 76
 79
 (3) The decrease in operating income for the nine months ended September 30, 2019 compared to the same period in 2018 was primarily due to higher provision for loan losses and higher interest and noninterest expenses, partly offset by higher interest and noninterest income.
Net income 61
 61
 
 Net income for the nine months ended September 30, 2019 was comparable to the same period in 2018 as lower operating income was offset by lower tax expense.

See Note 4 of the Condensed Consolidated Financial Statements and “Economic conditions” in the “HEI Consolidated” section above.
ASB continues to maintain its low-risk profile, strong balance sheet and straightforward community banking business model.


ASB’s return on average assets, return on average equity and net interest margin were as follows:
  Three months ended September 30 Nine months ended September 30
(%) 2019 2018 2019 2018
Return on average assets 1.29
 1.22
 1.14
 1.18
Return on average equity 13.75
 13.80
 12.44
 13.32
Net interest margin 3.82
 3.81
 3.87
 3.78
  Three months ended September 30,
  2019 2018
(dollars in thousands) Average
balance
 
Interest 
income/
expense
 Yield/
rate (%)
 Average
balance
 
Interest
 income/
expense
 Yield/
rate (%)
Assets:  
  
  
  
  
  
Interest-earning deposits $9,764
 $55
 2.20
 $66,866
 $339
 1.98
FHLB stock 10,029
 91
 3.63
 10,087
 120
 4.73
Investment securities            
Taxable 1,372,821
 7,175
 2.09
 1,518,743
 8,691
 2.29
Non-taxable 28,341
 352
 4.86
 16,988
 190
 4.38
Total investment securities 1,401,162
 7,527
 2.15
 1,535,731
 8,881
 2.31
Loans            
Residential 1-4 family 2,196,926
 22,550
 4.11
 2,114,398
 21,776
 4.12
Commercial real estate 867,164
 10,107
 4.58
 863,468
 10,140
 4.61
Home equity line of credit 1,064,020
 9,961
 3.71
 951,384
 8,936
 3.73
Residential land 14,341
 202
 5.64
 14,236
 192
 5.39
Commercial 630,739
 7,314
 4.58
 581,202
 6,759
 4.59
Consumer 273,629
 9,149
 13.26
 240,067
 8,082
 13.36
Total loans 1,2
 5,046,819
 59,283
 4.66
 4,764,755
 55,885
 4.66
Total interest-earning assets 3
 6,467,774
 66,956
 4.11
 6,377,439
 65,225
 4.06
Allowance for loan losses (58,441)  
  
 (52,781)  
  
Noninterest-earning assets 707,733
  
  
 622,721
  
  
Total assets $7,117,066
  
  
 $6,947,379
  
  
Liabilities and shareholder’s equity:  
  
  
  
  
  
Savings $2,338,580
 $504
 0.09
 $2,352,553
 $415
 0.07
Interest-bearing checking 1,041,485
 388
 0.15
 1,016,490
 194
 0.08
Money market 141,664
 229
 0.64
 161,363
 244
 0.60
Time certificates 821,711
 3,263
 1.58
 773,921
 2,782
 1.43
Total interest-bearing deposits 4,343,440
 4,384
 0.40
 4,304,327
 3,635
 0.34
Advances from Federal Home Loan Bank 39,880
 233
 2.32
 48,207
 241
 1.99
Securities sold under agreements to repurchase 75,814
 189
 0.99
 86,547
 163
 0.75
Total interest-bearing liabilities 4,459,134
 4,806
 0.43
 4,439,081
 4,039
 0.36
Noninterest bearing liabilities:  
  
  
  
  
  
Deposits 1,860,080
  
  
 1,778,751
  
  
Other 131,832
  
  
 114,343
  
  
Shareholder’s equity 666,020
  
  
 615,204
  
  
Total liabilities and shareholder’s equity $7,117,066
  
  
 $6,947,379
  
  
Net interest income   $62,150
  
  
 $61,186
  
Net interest margin (%) 4
  
  
 3.82
  
  
 3.81



  Nine months ended September 30
  2019 2018
(dollars in thousands) Average
balance
 
Interest
income/
expense
 Yield/
rate (%)
 Average
balance
 
Interest
 income/
expense
 Yield/
rate (%)
Assets:  
  
  
  
  
  
Interest-earning deposits $9,776
 $172
 2.32
 $59,051
 $795
 1.77
FHLB stock 10,052
 276
 3.67
 10,035
 274
 3.65
Investment securities            
Taxable 1,444,810
 24,490
 2.26
 1,491,378
 25,664
 2.29
Non-taxable 27,476
 1,043
 5.00
 15,953
 502
 4.15
Total investment securities 1,472,286
 25,533
 2.31
 1,507,331
 26,166
 2.31
Loans            
Residential 1-4 family 2,178,214
 67,280
 4.12
 2,121,049
 65,204
 4.10
Commercial real estate 854,252
 30,393
 4.71
 865,603
 29,350
 4.49
Home equity line of credit 1,026,440
 29,295
 3.82
 935,184
 25,278
 3.61
Residential land 13,658
 557
 5.44
 15,727
 638
 5.41
Commercial 609,732
 21,196
 4.63
 578,246
 19,752
 4.55
Consumer 271,600
 27,058
 13.32
 235,063
 23,096
 13.14
Total loans 1,2
 4,953,896
 175,779
 4.73
 4,750,872
 163,318
 4.58
Total interest-earning assets 3
 6,446,010
 201,760
 4.17
 6,327,289
 190,553
 4.01
Allowance for loan losses (55,210)  
  
 (53,510)  
  
Noninterest-earning assets 691,148
  
  
 595,952
  
  
Total assets $7,081,948
  
  
 $6,869,731
  
  
Liabilities and shareholder’s equity:  
  
  
  
  
  
Savings $2,335,613
 $1,392
 0.08
 $2,336,007
 $1,227
 0.07
Interest-bearing checking 1,041,420
 918
 0.12
 993,686
 476
 0.06
Money market 146,247
 725
 0.66
 133,826
 343
 0.34
Time certificates 822,483
 9,888
 1.61
 777,816
 7,830
 1.35
Total interest-bearing deposits 4,345,763
 12,923
 0.40
 4,241,335
 9,876
 0.31
Advances from Federal Home Loan Bank 42,601
 808
 2.54
 50,487
 740
 1.96
Securities sold under agreements to repurchase 77,417
 553
 0.95
 105,410
 553
 0.70
Total interest-bearing liabilities 4,465,781
 14,284
 0.43
 4,397,232
 11,169
 0.34
Noninterest bearing liabilities:  
  
  
  
  
  
Deposits 1,835,214
  
  
 1,758,824
  
  
Other 129,642
  
  
 105,426
  
  
Shareholder’s equity 651,311
  
  
 608,249
  
  
Total liabilities and shareholder’s equity $7,081,948
  
  
 $6,869,731
  
  
Net interest income  
 $187,476
  
  
 $179,384
  
Net interest margin (%) 4
  
  
 3.87
  
  
 3.78

1 Includes loans held for sale, at lower of cost or fair value.
2
Includes recognition of net deferred loan fees of nil and $0.1 million for the three months ended September 30, 2019 and 2018, respectively, and $0.2 million for the nine months ended September 30, 2019 and 2018, together with interest accrued prior to suspension of interest accrual on nonaccrual loans.
3
For the three months ended and for the nine months ended September 30, 2019 and 2018, the taxable-equivalent basis adjustments made to the table above were not material.
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, contingencies 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. In the prior year, interest rate increases had resulted in an increase in ASB’s net interest income and net interest margin. However, the recent interest rate reductions have negatively impacted ASB’s net interest income and net interest margin. Future interest reductions may continue to negatively impact ASB’s net interest income and net interest margin.
Loans and mortgage-backed 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 Condensed Consolidated Financial Statements for the composition of ASB’s loans.
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 home equity lines of credit (HELOC) that were originated during the period of rapid home price appreciation between 2003 and 2007 as they have reached 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 ASB’s 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 HELOC portfolio and are included in the amortizing balances identified in the loan portfolio table below.
  September 30, 2019 December 31, 2018
Outstanding balance of home equity loans (in thousands) $1,079,262
 $978,237
Percent of portfolio in first lien position 52.4% 49.2%
Annualized net charge-off ratio % 0.01%
Delinquency ratio 0.34% 0.46%
      End of draw period – interest only Current
September 30, 2019 Total Interest only 2019-2020 2021-2023 Thereafter amortizing
Outstanding balance (in thousands) $1,079,262
 $806,692
 $17,631
 $110,978
 $678,083
 $272,570
% of total 100% 75% 2% 10% 63% 25%
The HELOC portfolio makes up 21% 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 75% 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 September 30, 2019, approximately 24% of the portfolio balances were amortizing loans under the Fixed Rate Loan Option.
Loan portfolio risk elements.  See Note 4 of the Condensed Consolidated Financial Statements.
Investment securities.  ASB’s investment portfolio was comprised as follows:
  September 30, 2019 December 31, 2018
(dollars in thousands) Balance % of total Balance % of total
U.S. Treasury and federal agency obligations $126,708
 9% $154,349
 10%
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies 1,152,009
 86
 1,303,291
 85
Corporate bonds 36,276
 3
 49,132
 3
Mortgage revenue bonds 28,459
 2
 23,636
 2
Total investment securities $1,343,452
 100% $1,530,408
 100%
Currently, ASB’s investment portfolio consists of U.S. Treasury and federal agency obligations, mortgage-backed securities, corporate bonds and mortgage revenue bonds. ASB owns mortgage-backed securities issued or guaranteed by the U.S. government agencies or sponsored agencies, including the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Government National Mortgage Association (GNMA) and Small Business Administration (SBA). Principal and interest on mortgage-backed securities issued by FNMA, FHLMC, GNMA and SBA are guaranteed by the issuer and, in the case of GNMA and SBA, 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 decrease in the investment securities portfolio was primarily due to the lack of purchases for the portfolio as repayments in the portfolio were used to fund the growth in the loan portfolio instead of being reinvested in the investment securities portfolio.
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 September 30, 2019 and December 31, 2018, ASB’s costing liabilities consisted of 98% deposits and 2% other borrowings. The weighted average cost of deposits for the first nine months of 2019 and 2018 was 0.28% and 0.22%, respectively.
Federal Home Loan Bank of Des Moines. As of September 30, 2019 ASB had advances outstanding at the FHLB of Des Moines of $38 million compared to $45 million as of December 31, 2018. As of September 30, 2019, the unused borrowing capacity with the FHLB of Des Moines was $2.2 billion. The FHLB of Des Moines continues to be an important source of liquidity for ASB.
Contingencies.  ASB is 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, ASB cannot rule out the possibility that such outcomes could have a material adverse effect on the results of operations or liquidity for a particular reporting period in the future.
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 September 30, 2019, ASB had an unrealized gain, net of taxes, on available-for-sale investment securities (including securities pledged for repurchase agreements) in AOCI of $2.9 million compared to an unrealized loss, net of taxes, of $24.4 million as of December 31, 2018. See “Item 3. Quantitative and qualitative disclosures about market risk” for a discussion of ASB’s interest rate risk sensitivity.
During the first nine months of 2019, ASB recorded a provision for loan losses of $17.9 million due to additional loss reserves for the consumer loan portfolio, increased reserves for an impaired commercial credit and a commercial real estate loan that was downgraded to substandard, partly offset by the release of reserves resulting from recoveries of previously charged-off loans. During the first nine months of 2018, ASB recorded a provision for loan losses of $12.3 million primarily due to additional loan loss reserves for the consumer loan portfolio, partly offset by the release of reserves for improved credit quality of the commercial and commercial real estate loan portfolios.
  Nine months ended September 30 
Year ended
December 31,
(in thousands) 2019 2018 2018
Allowance for loan losses, January 1 $52,119
 $53,637
 $53,637
Provision for loan losses 17,873
 12,337
 14,745
Less: net charge-offs 16,952
 11,847
 16,263
Allowance for loan losses, end of period $53,040
 $54,127
 $52,119
Ratio of net charge-offs during the period to average loans outstanding (annualized) 0.46% 0.33% 0.34%
ASB maintains a reserve for credit losses that consists of two components, the allowance for loan losses and a reserve for unfunded loan commitments (unfunded reserve). The level of the reserve for unfunded loan commitments is adjusted by recording an expense or recovery in other noninterest expense. As of September 30, 2019 and December 31, 2018, the reserve for unfunded loan commitments was $1.7 million.
Sale of Office Building. In October 2019, ASB completed the sale of an office building it had vacated when the bank moved into its new campus headquarters. The sale of the office building resulted in a pretax gain on sale of approximately $8.8 million, which will be reflected in the fourth quarter of 2019 financial statements.
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.”
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 (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 addresses 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 and as of September 30, 2019, ASB met the new capital requirements (see “Financial Condition” for a summary of ASB’s capital ratios).
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.
Covered Savings Associations.On May 24, 2019, the OCC issued a final rule to allow federal savings associations with total consolidated assets of $20 billion or less, as reported by the association to the OCC on its call report as of December 31, 2017, to elect to operate as covered savings associations. A covered savings association generally has the same rights and privileges as a national bank that has its main office situated in the same location as the home office of the covered savings association, with some exceptions. It is subject to the same duties, restrictions, penalties, liabilities, conditions, and limitations that apply to a national bank, with some exceptions, and must comply with certain rules and regulations applicable to the powers and investments of a national bank. A covered savings association is not required to comply with the lending and investment limits in HOLA and is not required to be a qualified thrift lender under HOLA. Finally, a covered savings association is not permitted to retain or engage in any subsidiaries, assets, or activities that are not permissible for a national bank. ASB has initiated a preliminary examination of the benefits and disadvantages of such an election with the preservation of being held by a unitary thrift holding company in mind. ASB is awaiting official FRB commentary, and has not reached a decision on the election.



FINANCIAL CONDITION
Liquidity and capital resources.
(dollars in millions) March 31, 2019 December 31, 2018 % change September 30, 2019 December 31, 2018 % change
Total assets $7,062
 $7,028
 
 $7,135
 $7,028
 2
Investment securities 1,488
 1,530
 (3) 1,343
 1,530
 (12)
Loans held for investment, net 4,804
 4,791
 
 5,031
 4,791
 5
Deposit liabilities 6,206
 6,159
 1
 6,196
 6,159
 1
Other bank borrowings 90
 110
 (18) 129
 110
 17
As of March 31,September 30, 2019, ASB was one of Hawaii’s largest financial institutions based on assets of $7.1 billion and deposits of $6.2 billion.
As of March 31,September 30, 2019, ASB’s unused FHLB borrowing capacity was approximately $2.1$2.2 billion. As of March 31,September 30, 2019, ASB had commitments to borrowers for loans and unused lines and letters of credit of $2.0$1.9 billion, of which commitments to


borrowers whose loan terms have been modified in troubled debt restructurings were nil. Management believes ASB’s current sources of funds will enable it to meet these obligations while maintaining liquidity at satisfactory levels.
For the threenine months ended March 31,September 30, 2019, net cash provided by ASB’s operating activities was $15$71 million. Net cash providedused during the same period by ASB’s investing activities was $23$65 million, primarily due to a net increase in loans of $258 million, additions to premises and equipment of $22 million, purchases of available-for-sale securities of $5 million, contributions to low income housing investments of $6 million and purchase of bank owned life insurance of $4 million, partly offset by the receipt of repayments from available-for-sale investment securities of $57$195 million, proceeds from the sale of investment securities of $20 million, proceeds from the redemption of bank owned life insurance policies of $6 million and the receipt of held-to-maturity investment securities of $9 million. Net cash provided by financing activities during this period was $5 million, primarily due to increases in deposit liabilities of $37 million and a net increase in retail repurchase agreements of $26 million, partly offset by a net decrease in FHLB advances of $7 million, a net decrease in mortgage escrow deposits of $5 million and $47 million in common stock dividends to HEI (through ASB Hawaii).
For the nine months ended September 30, 2018, net cash provided by ASB’s operating activities was $76 million. Net cash used during the same period by ASB’s investing activities was $230 million, primarily due to purchases of available-for-sale investment securities of $190 million, a net increase in loans of $20$96 million, additions to premises and equipment of $14$59 million, purchases of held-to-maturity investment securities of $62 million and purchasescontributions to low income housing investments of $8 million, partly offset by receipt of repayments from available-for-sale investment securities of $168 million, proceeds from the sale of commercial loans of $7 million and receipts of repayments from held-to-maturity investment securities of $4 million. Net cash provided by financing activities during this period was $4$79 million, primarily due to increases in deposit liabilities of $47$137 million and proceeds from FHLB advancesa net increase in retail repurchase agreements of $644$33 million, partly offset by principal payments ona net decrease in FHLB advances of $664$50 million and $18$36 million in common stock dividends to HEI (through ASB Hawaii).
For the three months ended March 31, 2018, net cash provided by ASB’s operating activities was $14 million. Net cash used during the same period by ASB’s investing activities was $117 million, primarily due to purchases of available-for-sale investment securities of $88 million, a net increase in loans of $75 million, and additions to premises and equipment of $12 million, partly offset by receipt of repayments from available-for-sale investment securities of $52 million, and proceeds from the sale of commercial loans of $7 million. Net cash provided by financing activities during this period was $83 million, primarily due to increases in deposit liabilities of $86 million, proceeds from FHLB advances of $60 million, and a net increase in retail repurchase agreements of $12 million, partly offset by principal payments on FHLB advances of $60 million and $11 million in common stock dividends to HEI (through ASB Hawaii).
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 March 31,September 30, 2019,, ASB was well-capitalized (minimum ratio requirements noted in parentheses) with a Common equity Tier-1 ratio of 12.8% (6.5%), a Tier-1 capital ratio of 12.8% (8.0%), a Total capital ratio of 13.9%14.0% (10.0%) and a Tier-1 leverage ratio of 8.7%8.8% (5.0%). As of December 31, 2018, ASB was well-capitalized with a common equity Tier-1 ratio of 12.8%, Tier-1 capital ratio of 12.8%, a Total capital ratio of 13.9% and a Tier-1 leverage ratio of 8.7%. All dividends are subject to 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 HEI (through ASB Hawaii).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company considers interest-rate risk (a non-trading market risk) to be a very significant market risk for ASB as it could potentially have material impacts on the Company’s results of operations, financial condition and liquidity. For additional quantitative and qualitative information about the Company’s market risks, see HEI’s and Hawaiian Electric’s Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A of HEI’s 2018 Form 10-K (pages 68 to 70).
ASB’s interest-rate risk sensitivity measures as of March 31,September 30, 2019 and December 31, 2018 constitute “forward-looking statements” and were as follows:


Change in interest rates 
Change in NII
(gradual change in interest rates)
 
Change in EVE
(instantaneous change in interest rates)
 
Change in NII
(gradual change in interest rates)
 
Change in EVE
(instantaneous change in interest rates)
(basis points) March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 September 30, 2019 December 31, 2018 September 30, 2019 December 31, 2018
+300 3.3% 2.5% 14.8% 10.0% 3.4% 2.5% 18.6% 10.0%
+200 2.5
 1.9
 11.8
 8.1
 2.6
 1.9
 14.7
 8.1
+100 1.5
 1.1
 7.3
 5.1
 1.5
 1.1
 9.0
 5.1
-100 (2.6) (2.3) (13.8) (11.0) (2.3) (2.3) (15.2) (11.0)
ASB’s NIInet interest income (NII) sensitivity profile was more asset sensitive as of March 31,September 30, 2019 compared to December 31, 2018. The decrease in long term market rates increased prepayment expectations, resulting in higher reinvestment opportunity for theinto lower yielding fixed-rate mortgage and mortgage-backed investment portfolios. In addition,portfolios, resulting in lower NII. The increased prepayment expectations also drove higher premium amortization on existing mortgage-backed securities, further reducing NII. Lastly, mix shifts in the bank’s funding basefrom fixed rate loans to variable rate loans also resulted in less sensitivity on the liability side.increased asset sensitivity.
EVEEconomic value of equity (EVE) sensitivity increased as of March 31,September 30, 2019 compared to December 31, 2018 as the duration of assets shortened while the duration of liabilities lengthened. The downward shift in the yield curve led to faster prepayment expectations and shortened the durations of the fixed-rate mortgage and mortgage-backed investment portfolios, while lengthening core deposit duration.
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 indications 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. 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.
Item 4. Controls and Procedures
HEI:
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act. Management, including the Company’s Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the firstthird quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Hawaiian Electric:
Disclosure Controls and Procedures
Hawaiian Electric maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Hawaiian Electric in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms, and that such information is accumulated and communicated to Hawaiian Electric’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was performed under the supervision and with the participation of Hawaiian Electric’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Hawaiian Electric’s disclosure controls and procedures, as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act. Management, including Hawaiian Electric’s Chief Executive Officer and Chief Financial Officer, concluded that Hawaiian Electric’s disclosure controls and procedures were effective, as of the end of the period covered by this report, at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the firstthird quarter of 2019 that have materially affected, or are reasonably likely to materially affect, Hawaiian Electric’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
The descriptions of legal proceedings (including judicial proceedings and proceedings before the PUC and environmental and other administrative agencies) in HEI’s and Hawaiian Electric’s 2018 Form 10-K (see “Part I. Item 3. Legal Proceedings” and proceedings referred to therein) and this Form 10-Q (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 3 and 4 of the Condensed Consolidated Financial Statements) are incorporated by reference in this Item 1. With regard to any pending legal proceeding, alternative dispute resolution, such as mediation or settlement, may be pursued where appropriate, with such efforts typically maintained in confidence unless and until a resolution is achieved. Certain HEI subsidiaries (including Hawaiian Electric and its subsidiaries, ASB and Pacific Current and its subsidiaries) may also be involved in ordinary routine PUC proceedings, environmental proceedings and litigation incidental to their respective businesses.
Item 1A. Risk Factors
For information about Risk Factors, see pages 17 to 27 of HEI’s and Hawaiian Electric’s 2018 Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk” and the Condensed Consolidated Financial Statements herein. Also, see “Cautionary Note Regarding Forward-Looking Statements” on pages iv and v herein.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchases of HEI common shares were made on the open market during the third quarter of 2019 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
July 1 to 31, 2019 26,449 $44.29  NA
August 1 to 31, 2019 21,415 $44.39  NA
September 1 to 30, 2019 160,356 $44.60  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,” 20,709 of the 26,449 shares, 14,654 of the 21,415 shares and 138,551 of the 160,356 shares were purchased for the DRIP; 4,342 of the 26,449 shares, 5,934 of the 21,415 shares and 18,266 of the 160,356 shares were purchased for the HEIRSP; and the remainder was 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.



Item 6. Exhibits
 
Amendment 2019-1 to the Retirement Plan for Employees of Hawaiian Electric Industries, Inc. and Participating Subsidiaries, effective as of August 1, 2019
Amendment 2019- 2 to the Hawaiian Electric Industries Retirement Savings Plan, effective as of August 1, 2019
   
 Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)
   
 Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Gregory C. Hazelton (HEI Chief Financial Officer)
   
 HEI Certification Pursuant to 18 U.S.C. Section 1350
   
HEI Exhibit 101.INSXBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
HEI Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document
   
HEI Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
HEI Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
   
HEI Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
   
HEI Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
HEI Exhibit 104 
Supply Contract for Low Sulfur Fuel Oil, High Sulfur Fuel Oil, No. 2 Diesel, and Ultra-Low Sulfur Diesel by and between Hawaiian Electric, Hawaii Electric Light, and Maui Electric and PAR Hawaii Refining, LLC dated January 21, 2019 (certain confidential information has been omitted)101)
   
 Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer)
   
 Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer)
   
 Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350


SIGNATURES
 
Pursuant to the requirements 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 signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.
 
HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant) (Registrant)
   
   
By/s/ Constance H. Lau By/s/ Alan M. Oshima
 Constance H. Lau  Alan M. Oshima
 President and Chief Executive Officer  President and Chief Executive Officer
 (Principal Executive Officer of HEI)  (Principal Executive Officer of Hawaiian Electric)
   
   
By/s/ Gregory C. Hazelton By/s/ Tayne S. Y. Sekimura
 Gregory C. Hazelton  Tayne S. Y. Sekimura
 Executive Vice President, Chief Financial  Senior Vice President
 Officer and Treasurer  and Chief Financial Officer
 (Principal Financial Officer of HEI)  (Principal Financial Officer of Hawaiian Electric)
 
  
   
Date: May 7,November 1, 2019 Date: May 7,November 1, 2019


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