UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION REGISTRANT; STATE OF INCORPORATION; I.R.S. EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
----------- ---------------------------------- ------------------
1-8503 HAWAIIAN ELECTRIC INDUSTRIES, INC. 99-0208097
(A Hawaii Corporation)
900 Richards Street
Honolulu, Hawaii 96813
Telephone (808) 543-5662
1-4955 HAWAIIAN ELECTRIC COMPANY, INC. 99-0040500
(A Hawaii Corporation)
900 Richards Street
Honolulu, Hawaii 96813
Telephone (808) 543-7771
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
REGISTRANT TITLE OF EACH CLASS ON WHICH REGISTERED
---------- ------------------- ---------------------
Hawaiian Electric Common Stock, Without Par Value New York Stock Exchange
Industries, Inc. Pacific Stock Exchange
Hawaiian Electric First Mortgage Bonds, New York Stock Exchange
Company, Inc. Series S, 7.58%
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
REGISTRANT TITLE OF EACH CLASS
---------- ----------------------
Hawaiian Electric Industries, Inc. ........... None
Hawaiian Electric Company, Inc. .............. Cumulative Preferred Stock
Indicate by check mark 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. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_]
AGGREGATE MARKET VALUE NUMBER OF SHARES OF
OF THE VOTING STOCK COMMON STOCK
HELD BY NONAFFILIATES OUTSTANDING OF THE
OF THE REGISTRANTS ON REGISTRANTS ON
MARCH 20, 1995 MARCH 20, 1995
----------------------- --------------------
Hawaiian Electric Industries, Inc. $944,530,000 28,951,112
(Without par value)
Hawaiian Electric Company, Inc. N/A 11,813,147
($6 2/3 par value)
DOCUMENTS INCORPORATED BY REFERENCE
PART OF
FORM 10-K
INTO WHICH THE
DOCUMENT IS
DOCUMENT INCORPORATED
--------------------------------------------------- -------------------------
Portions of Annual Reports to Stockholder(s) of the
following registrants for the fiscal year
ended December 31, 1994:
Hawaiian Electric Industries, Inc. ............ Parts I, II, III and IV
Hawaiian Electric Company, Inc. ............... Parts I, II, III and IV
Portions of Proxy Statement of Hawaiian Electric
Industries, Inc., dated March 10, 1995, for the
Annual Meeting of Stockholders.................. Part III
THIS COMBINED FORM 10-K REPRESENTS SEPARATE FILINGS BY HAWAIIAN ELECTRIC
INDUSTRIES, INC. AND HAWAIIAN ELECTRIC COMPANY, INC. INFORMATION CONTAINED
HEREIN RELATING TO ANY INDIVIDUAL REGISTRANT IS FILED BY EACH REGISTRANT ON ITS
OWN BEHALF. NEITHER REGISTRANT MAKES ANY REPRESENTATIONS AS TO THE INFORMATION
RELATING TO THE OTHER REGISTRANT.
TABLE OF CONTENTS
PAGE
Glossary of Terms.............................................. ii
PART I
Item 1. Business........................................... 1
Item 2. Properties......................................... 42
Item 3. Legal Proceedings.................................. 44
Item 4. Submission of Matters to a Vote of Security Holders 44
PART II
Item 5. Market for Registrants' Common Equity and
Related Stockholder Matters...................... 46
Item 6. Selected Financial Data............................ 46
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 46
Item 8. Financial Statements and Supplementary Data........ 47
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............. 47
PART III
Item 10. Directors and Executive Officers of the Registrants 47
Item 11. Executive Compensation............................. 50
Item 12. Security Ownership of Certain Beneficial Owners
and Management................................... 54
Item 13. Certain Relationships and Related Transactions..... 56
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K...................................... 56
Independent Auditors' Report - HEI............................... 58
Independent Auditors' Report - HECO.............................. 59
Index to Exhibits................................................ 64
Signatures....................................................... 82
i
GLOSSARY OF TERMS
Defined below are certain terms used in this report:
TERMS DEFINITIONS
----------------------------- -------------------------------------------------
1935 ACT Public Utility Holding Company Act of 1935
ADA Americans with Disabilities Act
AES Applied Energy Services, Inc.
AES-BP AES Barbers Point, Inc.
AFUDC Allowance for funds used during construction
ARM Adjustable rate mortgage
ASB American Savings Bank, F.S.B., a wholly owned
subsidiary of HEI Diversified, Inc. and parent
company of American Savings Investment Services
Corp., ASB Service Corporation,
AdCommunications, Inc. and Associated Mortgage,
Inc.
BBC Bottom Biological Community
BHP BHP Petroleum Americas Refining Inc., a fuel oil
supplier
BPPI Baldwin Pacific Properties, Inc., a limited
partner of Baldwin*Malama (a limited partnership
in which Malama Development Corp. is a general
partner)
Btu British thermal unit
CDUP Conservation District Use Permit
CERCLA Comprehensive Environmental Response,
Compensation and Liability Act
COMPANY Hawaiian Electric Industries, Inc. and its
direct and indirect subsidiaries, including,
without limitation, Hawaiian Electric Company,
Inc., Maui Electric Company, Limited, Hawaii
Electric Light Company, Inc., HEI Investment
Corp., Malama Pacific Corp. and its
subsidiaries, Hawaiian Tug & Barge Corp., Young
Brothers, Limited, HEI Diversified, Inc.,
American Savings Bank, F.S.B. and its
subsidiaries, Lalamilo Ventures, Inc. and
Pacific Energy Conservation Services, Inc.
CONSUMER ADVOCATE Division of Consumer Advocacy, Department of
Commerce and Consumer Affairs of the State of
Hawaii
CT Combustion turbine
CUSA Chevron U.S.A., Inc., a fuel oil supplier
DOH Department of Health of the State of Hawaii
DSM Demand-side management
EPA Environmental Protection Agency - federal
EPCRA Emergency Planning and Community Right-to-Know
Act
ERL State of Hawaii Environmental Response Law
FDIC Federal Deposit Insurance Corporation
FDICIA Federal Deposit Insurance Corporation
Improvement Act of 1991
FEDERAL U.S. Government
FERC Federal Energy Regulatory Commission
FHA Federal Housing Administration
FHLB Federal Home Loan Bank
ii
GLOSSARY OF TERMS (continued)
TERMS DEFINITIONS
----------------------------- -------------------------------------------------
FIRREA Financial Institutions Reform, Recovery, and
Enforcement Act of 1989
FSLIC Federal Savings and Loan Insurance Corporation
HAWAII State of Hawaii
HCPC Hilo Coast Processing Company
HECO Hawaiian Electric Company, Inc., a wholly owned
electric utility subsidiary of Hawaiian Electric
Industries, Inc. and parent company of Maui
Electric Company, Limited and Hawaii Electric
Light Company, Inc.
HEI Hawaiian Electric Industries, Inc., parent
company of Hawaiian Electric Company, Inc., HEI
Investment Corp., Malama Pacific Corp., Hawaiian
Tug & Barge Corp., Lalamilo Ventures, Inc., HEI
Diversified, Inc. and Pacific Energy
Conservation Services, Inc.
HEIDI HEI Diversified, Inc., a wholly owned subsidiary
of Hawaiian Electric Industries, Inc. and the
parent company of American Savings Bank, F.S.B.
HEIIC HEI Investment Corp., a wholly owned subsidiary
of Hawaiian Electric Industries, Inc.
HELCO Hawaii Electric Light Company, Inc., a wholly
owned electric utility subsidiary of Hawaiian
Electric Company, Inc.
HERS Hawaiian Electric Renewable Systems, Inc.,
formerly a wholly owned subsidiary of Hawaiian
Electric Industries, Inc. and formerly parent
company of Lalamilo Ventures, Inc.
HIG The Hawaiian Insurance & Guaranty Company,
Limited, an insurance company currently in state
rehabilitation proceedings. HEI Diversified,
Inc. was the holder of record of HIG's common
stock prior to August 16, 1994
HIRI Hawaiian Independent Refinery, Inc., a fuel oil
refinery
HITI Hawaiian Interisland Towing, Inc.
HP Horsepower
HTB Hawaiian Tug & Barge Corp., a wholly owned
subsidiary of Hawaiian Electric Industries, Inc.
and parent company of Young Brothers, Limited
IBEW International Brotherhood of Electrical Workers
IBU Inlandboatmen's Union of the Pacific, Marine
Division, an affiliate of the International
Longshoremen's and Warehousemen's Union, Hawaii
Division
IPP Independent power producer
IRP Integrated resource plan
IRR Interest rate risk
KALAELOA Kalaeloa Partners, L. P.
KWH Kilowatthour
LSFO Low sulfur fuel oil
LVI Lalamilo Ventures, Inc., formerly a wholly owned
subsidiary of Hawaiian Electric Renewable
Systems, Inc. and now a wholly owned subsidiary
of Hawaiian Electric Industries, Inc.
iii
GLOSSARY OF TERMS (continued)
TERMS DEFINITIONS
----------------------------- -------------------------------------------------
MBtu Million British thermal unit
MDC Malama Development Corp., a wholly owned
subsidiary of Malama Pacific Corp.
MECO Maui Electric Company, Limited, a wholly owned
electric utility subsidiary of Hawaiian Electric
Company, Inc.
MMO Malama Mohala Corp., a wholly owned subsidiary
of Malama Pacific Corp.
MPC Malama Pacific Corp., a wholly owned subsidiary
of Hawaiian Electric Industries, Inc. and parent
company of several real estate subsidiaries
MSFO Medium sulfur fuel oil
MW Megawatt
na Not applicable
NOI Notice of intent
NPDES National Pollutant Discharge Elimination System
OPA Federal Oil Pollution Act of 1990
OTS Office of Thrift Supervision, Department of
Treasury
PCB Polychlorinated biphenyl
PECS Pacific Energy Conservation Services, Inc., a
wholly owned subsidiary of Hawaiian Electric
Industries, Inc.
PGV Puna Geothermal Ventures
PSD Prevention of significant deterioration
PUC Public Utilities Commission of the State of
Hawaii
PURPA Public Utility Regulatory Policies Act of 1978
QTL Qualified Thrift Lender
RCRA Resource Conservation and Recovery Act of 1976
REGISTRANT Hawaiian Electric Industries, Inc. or Hawaiian
Electric Company, Inc.
SAIF Savings Association Insurance Fund
SARA Superfund Amendments and Reauthorization Act
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards
ST Steam turbine
STATE State of Hawaii
TSCA Toxic Substance Control Act of 1976
UIC Underground Injection Control
UST Underground storage tank
YB Young Brothers, Limited, a wholly owned
subsidiary of Hawaiian Tug & Barge Corp.
iv
PART I
ITEM 1. BUSINESS
HEI
HEI was incorporated in 1981 under the laws of the State of Hawaii and is a
holding company with subsidiaries engaged in the electric utility, savings bank,
freight transportation, real estate development and other businesses, in each
case primarily or exclusively in the State of Hawaii. HEI's predecessor, HECO,
was incorporated under the laws of the Kingdom of Hawaii (now the State of
Hawaii) on October 13, 1891.
As a result of a 1983 corporate reorganization, HECO became an HEI subsidiary
and common shareholders of HECO became common shareholders of HEI. HECO and its
subsidiaries, MECO and HELCO, are regulated operating public utilities providing
the only public utility electric service on the islands of Oahu, Maui, Lanai,
Molokai and Hawaii. HEI also owns directly or indirectly the following
subsidiaries which comprise its diversified companies: HEIDI and its subsidiary,
ASB, and ASB's subsidiaries; HTB and its subsidiary; MPC and its subsidiaries;
HEIIC; LVI; and PECS.
ASB was acquired in 1988, is the fourth largest financial institution in
Hawaii as measured by total assets as of September 30, 1994, and has 46 retail
branches as of December 31, 1994. HTB was acquired in 1986 and provides ship
assist and charter towing services and owns YB, a regulated intrastate public
carrier of waterborne freight among the Hawaiian Islands. MPC was formed in 1985
and develops and invests in real estate. HEIIC was formed in 1984 and is a
passive investment company which primarily holds investments in leveraged leases
and currently plans no new investments. PECS is a nonutility service company
formed in 1994 to promote energy conservation in Hawaii and the Pacific Basin.
HEI will be forming a new company to pursue independent power projects in Asia,
beginning with the Philippines.
Prior to August 16, 1994, HEIDI was the holder of record of the common stock
of HIG, which was acquired in 1987 and provided property and casualty insurance
primarily in Hawaii. In March of 1993, pursuant to the decision made in 1992,
the stock of HERS, formerly an HEI wind energy subsidiary, was sold to The New
World Power Corporation and LVI became a direct subsidiary of HEI. HEI is
attempting to transfer LVI's windfarm to HELCO, at no cost to electric
customers. For information about the discontinued operations of HIG and HERS,
see Note 2 to HEI's Consolidated Financial Statements which is incorporated
herein by reference to pages 46 to 47 of HEI's 1994 Annual Report to
Stockholders, portions of which are filed herein as HEI Exhibit 13(a).
The financial information about the Company's industry segments is
incorporated herein by reference to page 26 of HEI's 1994 Annual Report to
Stockholders, portions of which are filed herein as HEI Exhibit 13(a).
For additional information about the Company, reference is made to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," incorporated herein by reference to pages 27 to 38 of HEI's 1994
Annual Report to Stockholders, portions of which are filed herein as HEI Exhibit
13(a).
ELECTRIC UTILITY
HECO AND SUBSIDIARIES AND SERVICE AREAS
HECO, MECO and HELCO are regulated operating electric public utilities engaged
in the production, purchase, transmission, distribution and sale of electricity
on the islands of Oahu; Maui, Lanai and Molokai; and Hawaii, respectively. HECO
was incorporated under the laws of the Kingdom of Hawaii (now State of Hawaii)
on October 13, 1891. HECO acquired MECO in 1968 and HELCO in 1970.
In 1994, the electric utilities contributed approximately 77% of HEI's
consolidated revenues from continuing operations and approximately 78% of HEI's
consolidated operating income from continuing operations. At December 31, 1994,
the assets of the electric utilities represented approximately 37% of the total
assets of the Company. For additional information about the electric utilities,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations," incorporated herein by reference to pages 27 to 38 of HEI's 1994
Annual Report to Stockholders,
1
portions of which are filed herein as HEI Exhibit 13(a) and pages 3 to 10 of
HECO's 1994 Annual Report to Stockholders, portions of which are filed herein as
HECO Exhibit 13(b).
The islands of Oahu, Maui, Lanai, Molokai and Hawaii have a combined
population estimated at 1,123,000, or approximately 95% of the population of the
State of Hawaii, and cover a service area of 5,766 square miles. The principal
communities served include Honolulu (on Oahu), Wailuku and Kahului (on Maui) and
Hilo and Kona (on Hawaii). The service areas also include numerous suburban
communities, resorts, U.S. Armed Forces installations and agricultural
operations.
HECO, MECO and HELCO have nonexclusive franchises from the state covering
certain areas and authorizing them to construct, operate and maintain facilities
over and under public streets and sidewalks. HECO's franchise covers the City &
County of Honolulu, MECO's franchises cover the County of Maui and the County of
Kalawao on the islands of Maui, Lanai and Molokai and HELCO's franchise covers
the County of Hawaii. Each of these franchises will continue in effect for an
indefinite period of time until forfeited, altered, amended or repealed.
SALES OF ELECTRICITY
HECO, MECO and HELCO provide the only electric public utility service on the
islands they serve. The following table sets forth the number of their electric
customer accounts as of December 31, 1994, 1993 and 1992 and their electric
sales revenues for each of the years then ended:
1994 1993 1992
--------------------------- --------------------------- ---------------------------
Electric Electric Electric
Customer sales Customer sales Customer sales
(dollars in thousands) accounts revenues accounts revenues accounts revenues
---------------------- ------------- ------------ ------------- ------------ ------------- ------------
HECO 264,992 $652,442 263,478 $644,029 257,442 $564,574
MECO 52,483 119,805 51,064 113,018 50,263 104,149
HELCO 58,017 128,259 56,556 112,968 55,412 104,470
------------- ------------ ------------- ------------ ------------- ------------
375,492 $900,506 371,098 $870,015 363,117 $773,193
============= ============ ============= ============ ============= ============
Revenues from the sale of electricity in 1994 were from the following
types of customers in the proportions shown:
HECO MECO HELCO Total
------------ ------------ ------------- ------------
Residential 31% 35% 42% 33%
Commercial 29 35 38 31
Large light and power 39 29 20 35
Other 1 1 -- 1
------------ ------------ ------------- ------------
100% 100% 100% 100%
============ ============ ============= ============
Approximately 10% of consolidated operating revenues of HECO and its
subsidiaries was derived from the sale of electricity to various federal
government agencies in 1994, 1993 and 1992. HECO's fifth largest customer, the
Naval Base at Barbers Point, Oahu, is expected to be closed within the next few
years. On March 8, 1994, President Clinton signed an Executive Order which
mandates that each federal agency develop and implement a program with the
intent of reducing energy consumption by 30% by the year 2005 to the extent that
these measures are cost-effective. The 30% reductions will be measured relative
to the agency's 1985 energy use. HECO is working with various Department of
Defense installations to implement demand-side management programs which will
help them achieve their energy reduction objectives. It is expected that several
Department of Defense installations will sign a Basic Ordering Agreement under
which HECO may implement the energy conservation projects. Neither HEI nor HECO
management can predict with certainty the impact of President Clinton's
Executive Order on the Company's or HECO and subsidiaries' future results of
operations.
2
SELECTED CONSOLIDATED ELECTRIC UTILITY OPERATING STATISTICS
1994 1993 1992 1991 ** 1990
-------- -------- -------- -------- --------
KWH SALES (MILLIONS)
Residential 2,427.5 2,340.3 2,326.8 2,270.5 2,204.2
Commercial 2,451.2 2,284.6 2,273.9 2,205.1 2,105.9
Large light and power 3,658.6 3,646.2 3,675.8 3,622.6 3,601.3
Other 55.8 54.1 55.4 55.4 56.3
-------- -------- -------- -------- --------
8,593.1 8,325.2 8,331.9 8,153.6 7,967.7
======== ======== ======== ======== ========
NET ENERGY GENERATED AND PURCHASED
(MILLIONS OF KWH)
Net generated 5,727.6 5,789.6 6,555.4 6,991.1 7,746.2
Purchased 3,437.8 3,101.0 2,325.0 1,599.7 713.3
-------- -------- -------- -------- --------
9,165.4 8,890.6 8,880.4 8,590.8 8,459.5
======== ======== ======== ======== ========
Losses and system uses (%) 6.0 6.1 6.0 4.9*** 5.6
ENERGY SUPPLY (YEAREND)
Generating capability--MW 1,637 1,638 1,592 1,552 1,555
Firm purchased capability--MW 465 473 454 228 46
-------- -------- -------- -------- --------
2,102 2,111 2,046 1,780 1,601
======== ======== ======== ======== ========
Gross peak demand--MW * 1,527 1,496 1,493 1,446 1,408
Btu per net KWH generated 10,746 10,846 10,870 10,768 10,692
Average fuel oil cost per million Btu
(cents) 304.4 340.5 317.1 367.5 400.1
CUSTOMER ACCOUNTS (YEAREND)
Residential 325,495 320,987 314,185 308,770 299,473
Commercial 47,916 48,008 46,817 46,189 44,885
Large light and power 601 628 641 637 621
Other 1,480 1,475 1,474 1,450 1,438
-------- -------- -------- -------- --------
375,492 371,098 363,117 357,046 346,417
======== ======== ======== ======== ========
ELECTRIC REVENUES (THOUSANDS)
Residential $297,984 $283,662 $250,808 $235,295 $221,701
Commercial 281,664 262,751 236,350 224,300 210,232
Large light and power 314,931 317,816 280,871 271,863 264,812
Other 5,927 5,786 5,164 5,030 5,013
-------- -------- -------- -------- --------
$900,506 $870,015 $773,193 $736,488 $701,758
======== ======== ======== ======== ========
AVERAGE REVENUE PER KWH SOLD (CENTS)
Residential 12.28 12.12 10.78 10.36 10.06
Commercial 11.49 11.50 10.39 10.17 9.98
Large light and power 8.61 8.72 7.64 7.51 7.35
Other 10.62 10.69 9.32 9.08 8.90
-------- -------- -------- -------- --------
Average revenue per KWH sold 10.48 10.45 9.28 9.03 8.81
RESIDENTIAL STATISTICS
Average annual use per customer account
(KWH) 7,482 7,367 7,460 7,427 7,416
Average annual revenue per customer
account $ 918.40 $ 892.98 $ 804.09 $ 769.64 $ 745.96
Average number of customer accounts 324,458 317,657 311,915 305,720 297,202
======== ======== ======== ======== ========
* Sum of the peak demands on all islands served, noncoincident and
nonintegrated.
** Includes the one-time effect of a change in the method of estimating
unbilled KWH sales and revenues.
*** Excluding the effect of a change in the method of estimating unbilled KWH
sales and revenues, losses and system uses would have been 5.6%.
3
GENERATION STATISTICS
The following table contains certain generation statistics as of December 31,
1994, and for the year ended December 31, 1994. The capability available for
operation at any given time may be less than the generating capability shown
because of capability restrictions or temporary outages for inspection,
maintenance, repairs or unforeseen circumstances.
Generating
and firm
purchased KWH net
capability Gross generated
(MW) at peak Annual and
December 31, demand Reserve load purchased
Systems 1994 /1/ (MW) /2/ margin factor /2/ (millions)
------- ------------- --------- -------- ----------- -------------
ISLAND OF OAHU-HECO
Conventional oil-fired steam units 1,160.0
Combustion turbines (peaking units) 103.0
Firm contract power /3/ 406.0
------- ------- ----- ----- -------
1,669.0 1,193.0 39.9% 71.7% 7,223.0
------- ------- ----- ----- -------
ISLAND OF MAUI-MECO
Conventional oil-fired steam units 37.6
Combined-cycle unit 58.0
Diesel 105.7
Firm contract power /4/ 16.0
------- ------- ----- ----- -------
217.3 163.2 33.2% 70.1% 968.4
------- ------- ----- ----- -------
ISLAND OF LANAI-MECO
Diesel 9.7 4.7 105.5% 66.5% 27.1
------- ------- ----- ----- -------
ISLAND OF MOLOKAI-MECO
Diesel 6.5
Combustion turbine 2.2
------- ------- ----- ----- -------
8.7 6.4 37.0% 65.9% 36.3
------- ------- ----- ----- -------
ISLAND OF HAWAII-HELCO
Conventional oil-fired steam units 71.2
Combustion turbines 45.7
Diesel 37.7
Firm contract power /4/ 43.0
------- ------- ----- ----- -------
197.6 159.2 24.1% 67.5% 910.6
------- ------- ----- ----- -------
Total 2,102.3 1,526.5 37.7% 71.1% 9,165.4
======= ======= ===== ===== =======
/1/ HECO units at normal ratings less 14.0 MW due to capability restrictions,
and MECO and HELCO units at reserve ratings.
/2/ Noncoincident and nonintegrated.
/3/ Independent power producers--180.0 MW (Kalaeloa), 180.0 MW (AES-BP) and
46.0 MW (H-Power).
/4/ Nonutility generation--MECO: 16.0 MW (Hawaiian Commercial & Sugar Company)
and HELCO: 25.0 MW (PGV) and 18.0 MW (HCPC-see "Nonutility generation").
4
INTEGRATED RESOURCE PLANNING AND REQUIREMENTS FOR ADDITIONAL GENERATING CAPACITY
As a result of a proceeding initiated in January 1990, the PUC issued an order
in March 1992 (as revised in May 1992) requiring that the energy utilities in
Hawaii develop integrated resource plans (IRPs). The goal of integrated resource
planning is the identification of the demand-side and supply-side resources and
the integration of these resources for meeting near- and long-term consumer
energy needs in an efficient and reliable manner at the lowest reasonable cost.
In the first phase of the IRP proceeding, the PUC adopted a "framework," which
establishes both the process for developing IRPs and guidelines for the
development of such plans. The PUC's framework directs that each plan cover a
20-year planning horizon with a five-year program implementation schedule and
states that the planning cycle will be repeated every three years. Under the
framework, the PUC may approve, reject or require modifications of the
utilities' IRPs.
The framework also states that utilities are entitled to recover all
appropriate and reasonable integrated resource planning and implementation
costs, including the costs of planning and implementing demand-side management
(DSM) programs. Under appropriate circumstances, the utilities may recover net
lost revenues resulting from DSM programs and earn shareholder incentives.
The PUC will determine the appropriate cost recovery mechanism when a specific
DSM program application is filed. The PUC has approved IRP cost recovery
provisions (IRP Clauses) for HECO, MECO, and HELCO. Pursuant to the IRP Clauses,
the electric utilities may recover through a surcharge the costs for approved
DSM programs, and other IRP costs incurred and approved by the PUC, to the
extent the costs are not included in their base rates.
Each energy utility has been assigned an individual IRP docket in which the
specific issues relative to each company's IRP can be addressed. The PUC
provides for public participation in the planning process by requiring each
utility to form an advisory group and by holding hearings to review each plan.
Any IRP developed will require PUC approval prior to implementation. Management
cannot predict, until the completion and approval of the IRPs, what effect, if
any, integrated resource planning may eventually have on HECO, MECO and HELCO.
In July 1993, HECO filed with the PUC its 20-year (1994-2013) IRP for the
island of Oahu, together with a five-year (1994-1998) implementation schedule.
HELCO filed its plan in October 1993. MECO filed its plan in December 1993.
These plans identified and evaluated a mix of resources to meet near- and long-
term consumer energy needs in an efficient and reliable manner at the lowest
reasonable cost. The IRPs include demand-side management (DSM) programs to
reduce load and fuel consumption and consider the impact on the environment,
culture, community lifestyles and economy of the state. The PUC must review and
approve major elements of the resource plans before the utilities may implement
them. The utilities proposed modifications to their plans during the course of
PUC proceedings to review the plans.
The utilities have characterized their proposed IRPs as planning strategies,
rather than fixed courses of action, and the resources ultimately added to their
systems may differ from those included in the 20-year plan. Under the IRP
framework, the utilities are required to submit annual evaluations of their
plans (including a revised five-year program implementation schedule) and to
submit new plans on a three-year cycle.
Prior to proceeding with the DSM programs, separate PUC approval proceedings
must be completed, in which the PUC will further review the details of the
proposed programs and the utilities' proposals for the recovery of DSM program
expenditures, net lost revenues and shareholder incentives. HECO has filed
separate applications for approval of its proposed DSM programs, and evidentiary
hearings on several of these applications were held in January and February of
1995. The evidentiary hearing for the last HECO DSM program application will be
held in May of 1995. MECO and HELCO expect to file DSM program applications in
1995.
HECO's IRP. HECO's plan includes proposals for five energy efficiency DSM
programs beginning in 1995, which are designed to reduce the rate of increase in
Oahu's energy use (allowing HECO to delay construction of power plants), to
reduce the state's dependence on oil and to achieve savings for its utility
customers who take advantage of the programs, and two load management DSM
programs beginning in the year 2000. The DSM programs include several proposed
incentives to customers to install efficient lighting, refrigeration, water-
heating and air-conditioning equipment and industrial motors. The supply-side
programs proposed in the HECO plan include the addition of a "clean coal"
5
technology unit in 2005, following the retirement of HECO's Honolulu Power Plant
(which is assumed, for planning purposes, to be retired at the end of 2004), the
repowering of two existing units at its Waiau Power Plant, and the addition of
two oil-fired combustion turbines at the end of the first decade in the new
century. Consistent with its current plan to continue operation of its Honolulu
Power Plant, in 1993 HECO withdrew an application it had filed in December 1989
for approval of a proposed sale and leaseback of the Honolulu Power Plant site.
Hearings on HECO's IRP have been completed and HECO is awaiting the PUC's
decision.
MECO's IRP. MECO's plan includes proposals for four energy efficiency DSM
programs beginning in 1995 similar to those developed for HECO. The supply-side
programs proposed by MECO include installing approximately 199 MW of additional
generation through the year 2013 on the island of Maui, approximately 11 MW
through the year 2001 on the island of Lanai and approximately 13 MW through the
year 2013 on the island of Molokai. Hearings on MECO's plan have been held and
MECO is awaiting the PUC's decision.
HELCO's IRP. HELCO's plan includes proposals for four energy efficiency DSM
programs beginning in 1995 similar to those developed for HECO. In addition to
the full-scale DSM programs, HELCO is planning an interruptible load pilot
program. The supply-side programs proposed in HELCO's five-year plan include
installing a 58-MW dual-train combined-cycle unit at HELCO's Keahole plant site,
undertaking transmission and distribution efficiency improvement projects and
conducting alternate energy generation resource studies. HELCO's 20-year plan
includes adding another diesel-fired dual-train combined-cycle unit and a
combustion turbine (first phase of a dual-train combined-cycle unit) at a new
West Hawaii site by the year 2009. Hearings on HELCO's IRP have been completed
and HELCO is awaiting the PUC's decision.
HELCO expects to file the DSM programs with the PUC in 1995. Depending on the
timing of the PUC decision, actual energy reductions are likely to occur
starting in 1996, one year later than what HELCO was projecting in the five-year
plan.
The schedule for the installation of HELCO's phased combined cycle unit (CT-4,
CT-5 and ST-7) at HELCO's Keahole plant site has been revised due to delays in
obtaining approval of the Prevention of Significant Deterioration/Covered Source
permit and the Conservation District Use Permit (CDUP) amendment for the Keahole
power plant site. The proposed service date for CT-4 has been revised to June
1996 followed by CT-5 in August 1996, based on receiving approval of the CDUP
amendment by the latest expected date of December 28, 1995. The installation
dates could occur earlier in 1996, if CDUP approval is received earlier. The
conversion to combined-cycle with the installation of ST-7 is the same as the
previous schedule of October 1, 1997.
With the delay in the CT-4 and CT-5 commercial operation schedule, the
retirements of several units have been deferred until CT-4 and CT-5 are
installed. HELCO is continuing its efforts to complete the development of a
contingency plan for delays in the CT-4 and CT-5 projects.
The PUC completed evidentiary hearings in 1994 on the CT-5 and ST-7 phases of
the Keahole combined-cycle unit and also on two complaints filed by independent
power producers (IPPs) who want to displace HELCO's proposed Keahole unit. The
PUC must decide if the IPPs can meet the timing for HELCO's need for capacity
and whether the prices for capacity and energy that they have proposed are at or
below HELCO's avoided cost.
NONUTILITY GENERATION
The Company has supported state and federal energy policies which encourage
the development of alternate energy sources that reduce dependence on fuel oil.
Alternate energy sources range from wind, geothermal and hydroelectric power, to
energy produced by the burning of bagasse. Other non-oil projects include a
generating unit burning municipal waste and a fluidized bed unit burning coal.
The "Power purchase agreements" section in Note 4 to HEI's Consolidated
Financial Statements is incorporated herein by reference to pages 49 to 50 of
HEI's 1994 Annual Report to Stockholders, portions of which are filed herein as
HEI Exhibit 13(a).
HECO power purchase agreements. HECO currently has three major power purchase
agreements. In March 1988, HECO entered into a power purchase agreement with AES
Barbers Point, Inc. (AES-BP), a Hawaii-based cogeneration subsidiary of Applied
Energy Services, Inc. (AES) of Arlington, Virginia. The agreement with AES-BP,
as amended in August 1989, provides that, for a period of 30
6
years, HECO will purchase 180 MW of firm capacity, under the control of HECO's
system dispatcher. The AES-BP 180-MW coal-fired cogeneration plant utilizes a
"clean coal" technology and became operational in September 1992. The facility
is designed to sell sufficient steam to be a "Qualifying Facility" under the
Public Utility Regulatory Policies Act of 1978 (PURPA).
In October 1988, HECO entered into an agreement with Kalaeloa Partners, L.P.
(Kalaeloa) a limited partnership whose sole general partner is an indirect,
wholly owned subsidiary of ASEA Brown Boveri, Inc., which has guaranteed certain
of Kalaeloa's obligations and, through affiliates, has contracted to design,
build, operate and maintain the facility. The agreement with Kalaeloa, as
amended, provides that HECO will purchase 180 MW of firm capacity for a period
of 25 years. The Kalaeloa facility, which was completed in the second quarter of
1991, is a combined-cycle operation, consisting of two oil-fired combustion
turbines and a steam turbine which utilizes waste heat from the combustion
turbines. The facility is designed to sell sufficient steam to be a "Qualifying
Facility" under PURPA.
HECO disputed certain amounts (primarily energy charges) billed each month
under its power purchase agreements with Kalaeloa and AES-BP. The Kalaeloa and
AES-BP power purchase agreements contain provisions whereby either party to the
agreement may cause the dispute to be submitted to binding arbitration. Kalaeloa
requested that its dispute with HECO be arbitrated, and the arbitration
proceedings were completed in August 1994. The arbitrators' decision did not
have a material effect on HECO's consolidated financial condition or results of
operations. Discussions between HECO and AES-BP to resolve their disputed
billing have been held. HECO and AES-BP have agreed to settle the dispute and
have signed a letter agreement summarizing terms of the settlement. The
financial impact of the settlement will not have a material adverse effect on
HECO's consolidated financial condition or results of operations.
HECO also entered into a power purchase contract and a firm capacity amendment
with the City and County of Honolulu, which has built a 60-MW refuse-fired plant
(H-Power). The H-Power facility began to provide firm energy in the second
quarter of 1990 and currently supplies HECO with 46 MW of firm capacity.
The PUC has approved and allowed rate recovery for the costs related to HECO's
three major power purchase agreements, which provide a total of 406 MW of firm
capacity, representing 24% of HECO's total generating and firm purchased
capability on the island of Oahu as of December 31, 1994.
HERS owned and operated a windfarm on the island of Oahu and sold the
electricity it generated to HECO. In March 1993, HEI sold the stock of HERS to
The New World Power Corporation with the power purchase agreements between HERS
and HECO continuing in effect.
HELCO and MECO power purchase agreements. As of December 31, 1994, HELCO and
MECO had power purchase agreements for 43 MW and 16 MW of firm capacity,
respectively, representing 22% and 7% of their respective total generating and
firm purchased capabilities.
HELCO has a power purchase agreement with PGV for 25 MW of firm capacity. PGV,
an independent geothermal power producer which experienced substantial delays in
commencing commercial operations, passed an acceptance test in June 1993.
Although a problem with one of its wells reduced production during 1994, it is
now considered to be a firm capacity source for 25 MW. HELCO filed suit against
PGV in 1993 for penalties and other relief related to PGV's failure to provide
power to HELCO by October 3, 1991. HELCO has recognized energy and capacity
purchased from PGV as expenses, but has withheld certain of such firm capacity
and energy payments to PGV. On March 7, 1995, HELCO and PGV executed a
Settlement Agreement. As to the part of the settlement agreement dealing with
penalties, it was agreed that HELCO would keep $3.2 million of the amount
previously withheld by HELCO. In addition, PGV has agreed to provide additional
energy in the amount of $2.3 million to HELCO above PGV's current firm capacity
obligation at a unit cost less than or equal to the current unit cost. HELCO has
not yet recognized any income for the $5.5 million settlement amount. The
portion of the settlement that HELCO will pass on to customers will be subject
to approval by the PUC. The Settlement Agreement is contingent on, among other
items, the PUC not denying the inclusion of HELCO's energy payments to PGV,
pursuant to an amendment to the power purchase agreement, in HELCO's fuel clause
or base rates. The Settlement Agreement will automatically terminate if there is
such a denial within sixty days of the execution of the Settlement Agreement.
7
HELCO has a power purchase agreement with HCPC for 18 MW of firm capacity.
HCPC discontinued harvesting sugar in late 1994, as had been announced earlier.
On December 12, 1994, HCPC filed a Chapter 11 bankruptcy petition and advised
HELCO that it would cease operating its plant in December 1994. HELCO obtained a
temporary restraining order and, later, extensions of such order, requiring HCPC
to continue operations of the HCPC facility through March 24, 1995, with HELCO
to pay an additional amount for the power HCPC supplies. On January 5, 1995,
HELCO and HCPC entered into an agreement in principle, subject to the
negotiation and execution of a definitive agreement, amending the existing power
purchase agreement through December 1999. The definitive agreement must be
approved by the bankruptcy court (unless HCPC acts to dismiss the action from
Bankruptcy Court) and is subject to cancellation by HELCO if not approved by the
PUC within 180 days of its execution. If the definitive agreement is executed
and approved, HCPC has indicated that it can increase its power export
capability to HELCO by 4 MW (to 22 MW).
The stock of LVI was transferred to HEI prior to the sale of HERS to The New
World Power Corporation. As of December 31, 1994, LVI's windfarm on the island
of Hawaii consisted of 67 operating wind turbines with a total operating
capacity of 1.25 MW. LVI sells its electricity to HELCO and the Hawaii County
Department of Water Supply.
Hamakua Sugar Company terminated power delivery to HELCO on October 5, 1994,
upon completion of the bankruptcy court-approved final harvest plan. As a
result, HELCO's system capability was reduced by 8 MW.
MECO has a power purchase agreement with Hawaiian Commercial & Sugar Company
for 16 MW of firm capacity through December 31, 1999.
FUEL OIL USAGE AND SUPPLY
All rate schedules of the Company's electric utility subsidiaries contain
energy cost adjustment clauses whereby the charges for electric energy (and
consequently the revenues of the subsidiaries generally) automatically vary with
the weighted average price paid for fuel oil and certain components of purchased
energy, and the relative amounts of company-generated power and purchased power.
Accordingly, changes in fuel oil and certain purchased energy costs are passed
on to customers. See discussion below under "Rates."
HECO's steam power plants burn low sulfur fuel oil (LSFO). HECO's combustion
turbine peaking units on Oahu burn Number 2 diesel fuel (diesel). MECO and HELCO
consume medium sulfur fuel oil (MSFO) in their steam generating plants and
consume diesel in the operation of their combustion turbine and diesel engine
generating units. The LSFO consumed by HECO in its Oahu generating units is
primarily derived from Indonesian and other Far East crude oils processed in
island refineries. The MSFO supplied to MECO and HELCO is derived from the local
refining of U.S. domestic crude oil.
In the second half of 1993, HECO amended previously existing contracts for the
purchase of LSFO with Chevron, U.S.A., Inc. (CUSA) and BHP Petroleum Americas
Refining Inc. (BHP) providing for an extension for a period of two years
commencing January 1, 1994. The PUC approved these amendments and issued a final
order in December 1993 that permitted the inclusion of costs incurred under
these contracts in HECO's energy cost adjustment clause. HECO pays market-
related prices for fuel supplies purchased under these agreements.
HECO, MECO, HELCO and affiliates, HTB and YB, amended previously existing
joint fuel supply contracts with CUSA and BHP to provide for the purchase of
diesel and MSFO supplies for a period of two years commencing January 1, 1994.
The PUC subsequently approved these amendments and issued a final order in
December 1993 that permitted the electric utilities to include fuel costs
incurred under these contracts in their respective energy cost adjustment
clauses. The electric utilities pay market-related prices for diesel and MSFO
supplied under these agreements.
The diesel supplies obtained by the Lanai Division of MECO are purchased under
an arrangement with a CUSA-branded jobber (wholesale merchant) on Lanai. The
Molokai Division of MECO purchases diesel under the joint fuel supply contract
with CUSA referred to above.
The fuel oil commitments information in Note 11 to HECO's Consolidated
Financial Statements is incorporated herein by reference to pages 24 and 25 of
HECO's 1994 Annual Report to Stockholder, portions of which are filed herein as
HECO Exhibit 13(b).
8
The following table sets forth the average cost of fuel oil used to generate
electricity in the years 1994, 1993 and 1992:
HECO MECO HELCO Consolidated
----------------- ------------------ ------------------ ----------------------
$/Barrel c/MBtu $/Barrel c/MBtu $/Barrel c/MBtu $/Barrel c/MBtu
-------- ------ -------- ------ -------- ------ -------- ------
1994 17.55 279.1 23.36 391.6 20.98 340.9 18.92 304.4
1993 20.27 323.7 24.85 416.3 21.02 344.4 21.09 340.5
1992 18.71 298.4 23.90 399.4 20.68 339.0 19.69 317.1
The average per-unit cost of fuel oil consumed to generate electricity for
HECO, MECO and HELCO reflects a different volume mix of fuel types and grades.
In 1994, 99.7% of HECO's generation fuel consumption consisted of LSFO. The
balance of HECO's fuel consumption was diesel. Diesel also made up approximately
two thirds of MECO's and one third of HELCO's fuel consumption. The remainder of
fuel consumption of MECO and HELCO consisted of MSFO. In general, MSFO is the
least costly fuel, diesel is the most expensive fuel and the price of LSFO falls
between the two on a per barrel basis. The average prices of LSFO and diesel in
1994 were significantly less than the respective average prices in 1993. The
average price of MSFO was higher in 1994 than in the previous year.
HTB was contractually obligated to ship heavy fuel oil for HELCO and MECO
through December 1993. Effective December 31, 1993, HTB exited the heavy fuel
oil shipping business. See "Regulation and other matters-Environmental
regulation-Water quality controls." HELCO and MECO carried out a bidding process
to determine who would ship heavy fuel oil beyond 1993. Several bids were
received and evaluated and two contracts were signed with Hawaiian Interisland
Towing, Inc., subject to PUC approval. Each of the contracts has a two-year term
commencing on January 1, 1994, with an option to extend for up to three two-year
periods. In June 1994, the PUC approved both contracts and allowed HELCO and
MECO to include the costs for fuel transportation and related costs incurred
under the contracts in their respective energy cost adjustment clause.
In 1995, it is estimated that 78% of the net energy generated and purchased by
HECO and its subsidiaries will come from oil. Failure by the Company's oil
suppliers to provide fuel pursuant to the supply contracts and/or substantial
increases in fuel prices could adversely affect HECO and its subsidiaries' and
the Company's financial condition and results of operations.
RATES
HECO, MECO and HELCO are subject to the regulatory jurisdiction of the PUC
with respect to rates, standards of service, issuance of securities, accounting
and certain other matters. See "Regulation and other matters-Electric utility
regulation."
All rate schedules of HECO and its subsidiaries contain an energy cost
adjustment clause to reflect changes in the price paid for fuel oil and certain
components of purchased power, and the relative amounts of company-generated
power and purchased power. Under current law and practices, specific and
separate PUC approval is not required for each rate change pursuant to automatic
rate adjustment clauses previously approved by the PUC. Rate increases, other
than pursuant to such automatic adjustment clauses, require the prior approval
of the PUC after public and contested case hearings. PURPA requires the PUC to
periodically review the energy cost adjustment clauses of electric and gas
utilities in the state, and such clauses, as well as the rates charged by the
utilities generally, are subject to change.
The PUC has broad discretion in its regulation of the rates charged by the
Company's utility subsidiaries and in other matters. Any adverse decision by the
PUC concerning the level or method of determining electric utility rates, the
authorized returns on equity or other matters, or any prolonged delay in
rendering a decision in a rate or other proceeding, could have a material
adverse effect on HECO and its subsidiaries, and the Company's financial
condition and results of operations. Upon a showing of probable entitlement, the
PUC is required to issue an interim decision in a rate case within 10 months
from the date of filing a completed application if the evidentiary hearing is
completed (subject to extension for 30 days if the evidentiary hearing is not
completed). There is no time limit for rendering a final decision. Interim rate
increases are subject to refund with interest, pending the final outcome of the
case.
9
The "Recent rate requests" section in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is incorporated herein by
reference to pages 30 to 31 of HEI's 1994 Annual Report to Stockholders,
portions of which are filed herein as HEI Exhibit 13(a).
In February 1995, MECO applied to the PUC for permission to increase electric
rates to provide $23 million in annual revenues, or a 17.4% increase over
current rates, based on a 1996 test year and a 13.5% return on average common
equity.
In March 1995, HELCO applied to the PUC for permission to increase electric
rates to provide $27 million in annual revenues, or an 18.7% increase over
current rates, based on a 1996 test year and a 13.5% return on average common
equity.
HECO and its subsidiaries participated in the PUC's generic docket to
determine whether SFAS No. 106 should be adopted for rate-making purposes. The
information on postretirement benefits other than pensions in Management's
Discussion and Analysis of Financial Condition and Results of Operations and in
Note 17 to HEI's Consolidated Financial Statements is incorporated herein by
reference to pages 30 and 63 to 64 of HEI's 1994 Annual Report to Stockholders,
portions of which are filed herein as HEI Exhibit 13(a).
Management cannot predict with certainty when decisions in pending or future
rate cases will be rendered or the amount of any interim or final rate increase
that will be granted.
WAIAU-CAMPBELL INDUSTRIAL PARK TRANSMISSION LINES
In 1993, the PUC held hearings concerning Part 2 of the proposed Waiau-
Campbell Industrial Park (CIP) 138-kilovolt transmission lines. These lines will
be part of a second transmission corridor in West Oahu, running approximately 15
miles between CIP and HECO's Waiau Power Plant. The new lines are needed (1) to
increase system reliability by locating the new lines in a separate corridor
from the existing lines, (2) to provide additional transmission capacity to meet
expected load growth and (3) to provide transmission capacity for existing and
new power generation projects planned for West Oahu. HECO experienced community
opposition over the proposed placement of portions of these lines based in part
on the potential effects of the lines on aesthetics and the concern of some that
the electric and magnetic fields (EMF) from the power lines may have adverse
health effects. HECO witnesses addressed EMF, the route selection process (which
involved extensive public input), as well as engineering and related subjects.
One proposal by those who oppose the route of the overhead lines is to place
Part 2 of the Waiau-CIP lines underground. HECO estimated that this proposal
would cost approximately $100 million more than the cost of overhead lines. In
April 1994, the PUC issued a decision which permits HECO to construct the lines
above ground. While the PUC recognized the concerns of aesthetics and EMF, it
felt that neither concern was sufficient to justify the added cost of
undergrounding the lines. In May 1994, appeals to the state Supreme Court were
filed by intervenors in the PUC proceeding requesting that the Court overturn
the PUC's ruling that allows HECO to construct the lines above ground. No stay
of the PUC order has been entered and HECO is proceeding with the overhead
construction of the lines.
Management cannot predict with certainty the final outcome of this appeal or
the impact the final outcome may have on the cost of the lines or on system
reliability.
10
SAVINGS BANK-AMERICAN SAVINGS BANK, F.S.B.
GENERAL
ASB was granted a charter as a federal savings bank in January 1987. Prior to
that time, ASB operated as the Hawaii division of American Savings & Loan
Association of Salt Lake City, Utah since 1925. At September 30, 1994, ASB's
total assets were $2.9 billion and it was the fourth largest financial
institution in Hawaii based on total assets. At December 31, 1994, ASB's total
assets were $3.1 billion.
HEI agreed with the OTS's predecessor regulatory agency that ASB's regulatory
capital would be maintained at a level of at least 6% of ASB's total
liabilities, or at such greater amount as may be required from time to time by
regulation. Under the agreement, HEI's obligation to contribute additional
capital was limited to a maximum aggregate amount of approximately $65.1
million. HEI elected to contribute additional capital of $1.0 million, $0.8
million and $24.0 million to ASB during 1994, 1993 and 1992, respectively. ASB
is subject to the OTS regulations for dividends and other distributions
applicable to financial institutions regulated by the OTS.
ASB acquired First Nationwide Bank's Hawaii branches and deposits on October
6, 1990. The acquisition increased ASB's statewide retail branch network by 9
branches and its deposit base by $247 million, and provided approximately $239
million in cash.
ASB's earnings depend primarily on its net interest income--the difference
between the interest income earned on interest-earning assets (loans receivable,
mortgage-backed securities and investments) and the interest expense incurred on
interest-bearing liabilities (deposit liabilities and borrowings). Deposits
traditionally have been the principal source of ASB's funds for use in lending,
meeting liquidity requirements and making investments. ASB also derives funds
from receipt of interest and principal on outstanding loans receivable,
borrowings from the Federal Home Loan Bank (FHLB) of Seattle, securities sold
under agreements to repurchase and other sources, including collateralized
medium-term notes. In 1993 and 1994, advances from the FHLB became a more
significant source of funds.
For additional information about ASB, reference is made to Note 5 to HEI's
Consolidated Financial Statements, incorporated herein by reference to pages 52
through 55 of HEI's 1994 Annual Report to Stockholders, portions of which are
filed herein as HEI Exhibit 13(a).
The following table sets forth selected data for ASB for the periods
indicated:
Years ended December 31,
------------------------------------
1994 1993 1992 /2/
------ ------ --------
Return on assets
Net income divided by average total assets /1/ 0.86% 1.00% 0.78%
Return on equity
Net income divided by average equity /1/ 12.96% 14.18% 12.10%
Equity to assets ratio
Average equity divided by average total assets 6.64% 7.03% 6.46%
/1/ Net income includes amortization of goodwill and core deposit intangibles.
/2/ Reflects allocation of corporate-level expenses for segment reporting
purposes, which were not billed to ASB. In the second quarter of 1992,
HEI changed its method of billing corporate-level expenses to ASB.
Under the new billing procedure, only certain direct charges, rather
than fully-allocated costs, are billed to ASB. However, no change was
made by HEI in the manner in which corporate-level expenses were
allocated for segment reporting purposes.
11
CONSOLIDATED AVERAGE BALANCE SHEET
The following table sets forth average balances of major balance sheet
categories for the periods indicated. Average balances for each period have been
calculated using the average month-end or daily average balances during the
period.
Years ended December 31,
------------------------------------
(in thousands) 1994 1993 1992
-------------- ---------- ----------- ----------
ASSETS
Investment securities $ 88,728 $ 136,987 $ 102,490
Mortgage-backed securities 732,623 647,973 793,248
Loans receivable, net 1,878,581 1,570,751 1,311,367
Other 178,088 183,151 173,585
---------- ---------- ----------
$2,878,020 $2,538,862 $2,380,690
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Deposit liabilities $2,134,029 $2,076,192 $1,882,523
Other borrowings 477,331 230,101 288,862
Other 75,573 54,212 55,586
Stockholder's equity 191,087 178,357 153,719
---------- ---------- ----------
$2,878,020 $2,538,862 $2,380,690
========== ========== ==========
ASSET/LIABILITY MANAGEMENT
Interest rate sensitivity refers to the relationship between market interest
rates and net interest income resulting from the repricing of interest-earning
assets and interest-bearing liabilities. Interest rate risk arises when an
interest-earning asset matures or when its interest rate changes in a time frame
different from that of the supporting interest-bearing liability. Maintaining an
equilibrium between rate sensitive interest-earning assets and interest-bearing
liabilities will reduce some interest rate risk but it will not guarantee a
stable net interest spread because yields and rates may change simultaneously or
at different times and such changes may occur in differing increments. Market
rate fluctuations could materially affect the overall net interest spread even
if interest-earning assets and interest-bearing liabilities were perfectly
matched. The difference between the amounts of interest-earning assets and
interest-bearing liabilities that reprice during a given period is called "gap."
An asset-sensitive position or "positive gap" exists when more assets than
liabilities reprice within a given period; a liability-sensitive position or
"negative gap" exists when more liabilities than assets reprice within a given
period. A positive gap generally produces more net interest income in periods of
rising interest rates and a negative gap generally produces more net interest
income in periods of falling interest rates.
As rates increased during 1994, the gap in the near term (0-6 months) was a
negative 7.6% of total assets as compared to a cumulative one-year positive gap
position of 3.0% of total assets as of December 31, 1994. The negative near-
term gap position reflects increases in FHLB advances and other borrowings to
support investment activities. The cumulative one-year 1994 positive gap was
primarily due to investments in adjustable rate loans and mortgage-backed
securities.
12
The following table shows ASB's interest rate sensitivity at December 31,
1994:
Cumulative volumes at December 31, 1994
subject to repricing within
------------------------------------------------------------------------------------------------
6 months 6 months 1-5 Over 5
(dollars in millions) or less to 1 year years years Total /1/
--------------------- ------------- ------------- ---------- ----------- ------------
INTEREST-EARNING ASSETS
Real estate loans and
mortgage-
backed securities
Balloon and adjustable rate $ 541 $ 550 $ 51 $ -- $1,142
Fixed rate 1-4 unit residential 120 106 580 598 1,404
Other 46 26 58 34 164
Consumer and other loans 122 4 19 13 158
Commercial loans 7 2 7 7 23
Other interest-earning assets 43 -- -- -- 43
------------- ------------- ---------- ----------- -------------
Total interest-earning assets 879 688 715 652 2,934
------------- ------------- ---------- ----------- -------------
INTEREST-BEARING LIABILITIES
Certificate accounts 226 146 245 60 677
Money market accounts 71 -- -- -- 71
"Negotiable Order of
Withdrawal" accounts 269 -- -- -- 269
Passbook accounts 242 60 390 420 1,112
FHLB advances 186 152 268 11 617
Other borrowings 123 -- -- -- 123
------------- ------------- ---------- ----------- -------------
Total interest-bearing
liabilities 1,117 358 903 491 2,869
------------- ------------- ---------- ----------- -------------
Interest rate
sensitivity gap /2/ $ (238) $ 330 $ (188) $ 161 $ 65
============= ============= ========== =========== =============
Cumulative interest rate
sensitivity gap $ (238) $ 92 $ (96) $ 65
============= ============= ========== ===========
Cumulative interest rate
sensitivity gap
over total assets (7.64)% 2.95% (3.08)% 2.09%
============= ============= ========== ===========
/1/ The table does not include $182 million of noninterest-earning assets
and $51 million of noninterest-bearing liabilities.
/2/ The difference between the total interest-earning assets and the total
interest-bearing liabilities.
13
INTEREST INCOME AND INTEREST EXPENSE
The following table sets forth average balances, interest and dividend income,
interest expense and weighted average yields earned and rates paid, for certain
categories of interest-earning assets and interest-bearing liabilities for the
periods indicated. Average balances for each period have been calculated using
the average month-end or daily average balances during the period.
Years ended December 31,
---------------------------------------------------
(dollars in thousands) 1994 1993 1992
---------- ---------- ----------
Loans
Average balances $1,878,581 $1,570,751 $1,311,367
Interest income $ 154,026 $ 135,778 $ 124,714
Weighted average yield 8.20% 8.64% 9.51%
Mortgage-backed securities
Average balances $ 732,623 $ 647,973 $ 793,248
Interest income $ 44,043 $ 43,397 $ 60,774
Weighted average yield 6.01% 6.70% 7.66%
Investments /1/, /2/
Average balances $ 88,728 $ 136,987 $ 102,490
Interest and dividend income $ 5,304 $ 9,444 $ 7,156
Weighted average yield 5.98% 6.89% 6.98%
Total interest-earning assets
Average balances $2,699,932 $2,355,711 $2,207,105
Interest and dividend income $ 203,373 $ 188,619 $ 192,644
Weighted average yield 7.53% 8.01% 8.73%
Deposits
Average balances $2,134,029 $2,076,192 $1,882,523
Interest expense $ 76,509 $ 77,651 $ 94,339
Weighted average rate 3.59% 3.74% 5.01%
Borrowings
Average balances $ 477,331 $ 230,101 $ 288,862
Interest expense $ 27,397 $ 15,050 $ 20,409
Weighted average rate 5.74% 6.54% 7.07%
Total interest-bearing
liabilities
Average balances $2,611,360 $2,306,293 $2,171,385
Interest expense $ 103,906 $ 92,701 $ 114,748
Weighted average rate 3.98% 4.02% 5.28%
Net balance, net interest
income and interest rate spread
Net balance $ 88,572 $ 49,418 $ 35,720
Net interest income $ 99,467 $ 95,918 $ 77,896
Interest rate spread 3.55% 3.99% 3.45%
/1/ ASB has no material amount of tax-exempt investments for periods shown.
Investments include interest-bearing deposits, marketable securities and
investments in regulatory agencies.
/2/ Includes interest-bearing deposits in the Federal Home Loan Bank of
Seattle.
14
The following table shows the effect on net interest income of (1) changes in
interest rates (change in weighted average interest rate multiplied by prior
period average portfolio balance) and (2) changes in volume (change in average
portfolio balance multiplied by prior period rate). Any remaining change is
allocated to the above two categories on a pro rata basis.
Increase (decrease) due to
---------------------------------
(in thousands) Rate Volume Total
-------------- -------- -------- ---------
YEAR ENDED DECEMBER 31, 1994 VS. 1993
Income from interest-earning assets
Loan portfolio $ (7,209) $ 25,457 $ 18,248
Mortgage-backed securities (4,715) 5,361 646
Investments (1,129) (3,011) (4,140)
-------- -------- --------
(13,053) 27,807 14,754
-------- -------- --------
Expense from interest-bearing
liabilities
Deposits (3,228) 2,086 (1,142)
FHLB advances and other borrowings (2,044) 14,391 12,347
------- -------- --------
(5,272) 16,477 11,205
------- -------- --------
Net interest income $ (7,781) $ 11,330 $ 3,549
======== ======== ========
YEAR ENDED DECEMBER 31, 1993 VS. 1992
Income from interest-earning assets
Loan portfolio $(12,101) $ 23,165 $ 11,064
Mortgage-backed securities (7,060) (10,317) (17,377)
Investments (93) 2,381 2,288
-------- -------- --------
(19,254) 15,229 (4,025)
-------- -------- --------
Expense from interest-bearing
liabilities
Deposits (25,675) 8,987 (16,688)
FHLB advances and other borrowings (1,443) (3,916) (5,359)
-------- -------- --------
(27,118) 5,071 (22,047)
-------- -------- --------
Net interest income $ 7,864 $ 10,158 $ 18,022
======== ======== ========
15
OTHER INCOME
In addition to net interest income, ASB has various sources of other income,
including fee income from servicing loans, fees on deposit accounts, rental
income from premises and other income. Other income totaled approximately $12.2
million in 1994, compared to $11.1 million in 1993 and $10.4 million in 1992.
LENDING ACTIVITIES
General. ASB's net loan and mortgage-backed securities portfolio totaled
approximately $2.9 billion at December 31, 1994, representing 92.8% of its total
assets, compared to $2.4 billion, or 90.3%, and $2.2 billion, or 88.3%, at
December 31, 1993 and 1992, respectively. ASB's loan portfolio consists
primarily of conventional residential mortgage loans which are not insured by
the Federal Housing Administration (FHA) nor guaranteed by the Veterans
Administration. At December 31, 1994, mortgage-backed securities represented
36.9% of the loan and mortgage-backed securities portfolio, compared to 26.7% at
December 31, 1993 and 32.7% at December 31, 1992.
The following tables set forth the composition of ASB's loan and mortgage-
backed securities portfolio:
December 31,
---------------------------------------------------------------------------------
1994 1993 1992
------------------------- ------------------------ ------------------------
(dollars in thousands) Balance % of total Balance % of total Balance % of total
---------------------- ----------- ---------- ----------- ---------- ----------- ----------
REAL ESTATE LOANS /1/
Conventional $1,636,282 56.59% $1,584,218 66.98% $1,294,769 59.59%
Construction and development 32,074 1.11 26,526 1.12 33,123 1.53
Troubled debt restructuring 16,151 0.56 3,397 0.14 8,945 0.41
---------- ---------- ---------- ---------- ---------- ----------
1,684,507 58.26 1,614,141 68.24 1,336,837 61.53
Less
Unearned fees and discounts (21,159) (0.73) (26,728) (1.13) (20,422) (0.94)
Undisbursed loan funds (13,844) (0.48) (13,142) (0.55) (16,203) (0.74)
Allowance for losses (7,259) (0.25) (3,962) (0.17) (3,626) (0.17)
---------- ---------- ---------- ---------- ---------- ----------
Total real estate loans, net 1,642,245 56.80 1,570,309 66.39 1,296,586 59.68
---------- ---------- ---------- ---------- ---------- ----------
OTHER LOANS
Loans on deposits 15,378 0.53 15,015 0.63 15,013 0.69
Consumer and other loans 144,505 5.00 129,961 5.49 134,943 6.21
Commercial loans 27,981 0.97 24,494 1.04 21,830 1.01
---------- ---------- ---------- ---------- ---------- ----------
187,864 6.50 169,470 7.16 171,786 7.91
Less
Unearned fees and discounts (52) (0.00) (156) (0.01) (148) (0.01)
Undisbursed loan funds (4,468) (0.16) (3,173) (0.13) (3,805) (0.18)
Allowance for losses (1,534) (0.05) (1,352) (0.06) (1,531) (0.07)
---------- ---------- ---------- ---------- ---------- ----------
Total other loans, net 181,810 6.29 164,789 6.96 166,302 7.65
---------- ---------- ---------- ---------- ---------- ----------
MORTGAGE-BACKED SECURITIES,
NET OF DISCOUNTS 1,067,287 36.91 630,156 26.65 709,891 32.67
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LOANS AND
MORTGAGE-BACKED SECURITIES, NET $2,891,342 100.00% $2,365,254 100.00% $2,172,779 100.00%
========== ========== ========== ========== ========== ==========
/1/ Includes renegotiated loans.
16
December 31,
--------------------------------------------------------------------
1991 1990
--------------------------------------------------------------------
(dollars in thousands) Balance % of total Balance % of total
--------------------- ----------------- ---------- ---------- ----------
REAL ESTATE LOANS /1/
Conventional $ 976,004 50.02% $ 792,197 44.95%
Construction and development 24,978 1.28 7,186 0.41
Troubled debt restructuring 180 0.01 220 0.01
Other real estate loans -- -- 130 0.01
----------------- ---------- ----------- ----------
1,001,162 51.31 799,733 45.38
Less
Unearned fees and discounts (16,106) (0.82) (14,356) (0.82)
Undisbursed loan funds (11,854) (0.61) (6,279) (0.36)
Allowance for losses (2,678) (0.14) (2,371) (0.13)
----------------- ---------- ----------- ----------
Total real estate loans, net 970,524 49.74 776,727 44.07
----------------- ---------- ----------- ----------
OTHER LOANS
Loans on deposits 15,528 0.80 16,968 0.96
Consumer and other loans 144,356 7.40 128,387 7.29
Commercial loans 22,998 1.18 19,591 1.11
----------------- ---------- ----------- ----------
182,882 9.38 164,946 9.36
Less
Unearned fees and discounts (204) (0.01) (252) (0.01)
Undisbursed loan funds (3,436) (0.18) (3,355) (0.19)
Allowance for losses (1,140) (0.06) (1,016) (0.06)
----------------- ---------- ----------- ----------
Total other loans, net 178,102 9.13 160,323 9.10
----------------- ---------- ----------- ----------
MORTGAGE-BACKED SECURITIES, NET OF
DISCOUNTS 802,430 41.13 825,292 46.83
----------------- ---------- ----------- ----------
TOTAL LOANS AND MORTGAGE-BACKED
SECURITIES, NET $1,951,056 100.00% $1,762,342 100.00%
================= ========== ========== ==========
/1/ Includes renegotiated loans.
Origination, purchase and sale of loans. Generally, loans originated and
purchased by ASB are secured by real estate located in Hawaii. As of December
31, 1994, approximately $8.6 million of loans which were purchased from other
lenders were secured by properties located in the continental United States. For
additional information, including information concerning the geographic
distribution of ASB's mortgage-backed securities portfolio and the geographic
concentration of credit risk, reference is made to Note 19 to HEI's Consolidated
Financial Statements, incorporated herein by reference to page 65 of HEI's 1994
Annual Report to Stockholders, portions of which are filed herein as HEI Exhibit
13(a).
The following table shows the amount of loans originated for the years
indicated:
Amount of
(dollars in millions) loans originated
-------------------- ----------------
1994 $523
1993 564
1992 601
1991 387
1990 366
17
Residential mortgage lending. During 1994, interest rates rose and the demand
for adjustable rate mortgage (ARM) loans over fixed rate loans increased
compared with 1993. ARM loans carry adjustable interest rates which are
typically set according to a short-term index. Payment amounts may be adjusted
periodically based on changes in interest rates. ARM loans represented
approximately 46.3% of the total originations of first mortgage loans in 1994,
compared to 24.7% and 34.0% in 1993 and 1992, respectively. ASB intends to
continue to emphasize the origination and purchase of ARM loans to further
improve its asset/liability management.
ASB is permitted to lend up to 100% of the appraised value of the real
property securing a loan. Its general policy is to require private mortgage
insurance when the loan-to-value ratio of owner-occupied property exceeds 80% of
the lower of the appraised value or purchase price. On nonowner-occupied
residential properties, the loan-to-value ratio may not exceed 80% of the lower
of the appraised value or purchase price.
Construction and development lending. ASB provides both fixed and adjustable
rate loans for the construction of one-to-four residential unit and commercial
properties. Construction and development financing generally involves a higher
degree of credit risk than long-term financing on improved, occupied real
estate. Accordingly, all construction and development loans are priced higher
than loans secured by completed structures. ASB's underwriting, monitoring and
disbursement practices with respect to construction and development financing
are designed to ensure sufficient funds are available to complete construction
projects. As of December 31, 1994, 1993 and 1992, construction and development
loans represented 1.7%, 1.5% and 2.2%, respectively, of ASB's gross loan
portfolio. See "Loan portfolio risk elements."
Multi-family residential and commercial real estate lending. Permanent loans
secured by multi-family properties (generally apartment buildings), as well as
commercial and industrial properties (including office buildings, shopping
centers and warehouses), are originated by ASB for its own portfolio as well as
for participation with other lenders. In 1994, 1993 and 1992, loans on these
types of properties accounted for approximately 6.6%, 6.0% and 8.2%,
respectively, of ASB's total mortgage loan originations. The objective of
commercial real estate lending is to diversify ASB's loan portfolio to include
sound, income-producing properties.
Consumer lending. ASB offers a variety of secured and unsecured consumer
loans. Loans secured by deposits are limited to 90% of the available account
balance. ASB also offers VISA cards, automobile loans, general purpose consumer
loans, second mortgage loans, home equity lines of credit, checking account
overdraft protection and unsecured lines of credit. In 1994, 1993 and 1992,
loans of these types accounted for approximately 6.2%, 4.3% and 4.9%,
respectively, of ASB's total loan originations.
Corporate banking/commercial lending. ASB is authorized to make both secured
and unsecured corporate banking loans to business entities. This lending
activity is designed to diversify ASB's asset structure, shorten maturities,
provide rate sensitivity to the loan portfolio and attract business checking
deposits. As of December 31, 1994, 1993 and 1992, corporate banking loans
represented 1.3%, 1.2% and 1.2%, respectively, of ASB's total net loan
portfolio.
Loan origination fee and servicing income. In addition to interest earned on
loans, ASB receives income from servicing of loans, for late payments and from
other related services. Servicing fees are received on loans originated and
subsequently sold by ASB and also on loans for which ASB acts as collection
agent on behalf of third-party purchasers.
ASB generally charges the borrower at loan settlement a loan origination fee
ranging from 2% to 3% of the amount borrowed. Loan origination fees (net of
direct loan origination costs) are deferred and recognized as an adjustment of
yield over the life of the loan. Nonrefundable commitment fees (net of direct
loan origination costs, if applicable) to originate or purchase loans are
deferred. The nonrefundable commitment fees are recognized as an adjustment of
yield over the life of the loan if the commitment is exercised. If the
commitment expires unexercised, nonrefundable commitment fees are recognized in
income upon expiration of the commitment.
18
Loan portfolio risk elements. When a borrower fails to make a required
payment on a loan and does not cure the delinquency promptly, the loan is
classified as delinquent. If delinquencies are not cured promptly, ASB normally
commences a collection action, including foreclosure proceedings in the case of
secured loans. In a foreclosure action, the property securing the delinquent
debt is sold at a public auction in which ASB may participate as a bidder to
protect its interest. If ASB is the successful bidder, the property is
classified in a real estate owned account until it is sold. At December 31,
1994, there were three residential properties acquired in settlement of loans
totaling $0.8 million or 0.03% of total assets. At December 31, 1993, there was
only one residential property acquired in settlement of a loan totaling $0.2
million, or 0.01% of total assets. At December 31, 1992 there was only one
commercial property acquired in settlement of a loan totaling $2.0 million, or
0.08% of total assets.
In addition to delinquent loans, other significant lending risk elements
include: (1) accruing loans which are over 90 days past due as to principal or
interest, (2) loans accounted for on a nonaccrual basis (nonaccrual loans), and
(3) loans on which various concessions are made with respect to interest rate,
maturity, or other terms due to the inability of the borrower to service the
obligation under the original terms of the agreement (renegotiated loans). ASB
has no loans which are over 90 days past due on which interest is being accrued
for the years presented in the table below. The level of nonaccrual and
renegotiated loans represented 1.4%, 0.5%, 1.0%, 0.1% and 0.1%, of ASB's total
net loans outstanding at December 31, 1994, 1993, 1992, 1991 and 1990,
respectively. The following table sets forth certain information with respect to
nonaccrual and renegotiated loans for the dates indicated:
December 31,
---------------------------------------------
(in thousands) 1994 1993 1992 1991 1990
-------------- --------- ------- ------- ------ ------
Nonaccrual loans-
Real estate
1-4 unit residential $ 8,773 $5,006 $12,526 $ 556 $ 704
Income property 14,224 220 395 -- --
--------- ------ ------- ------ ------
Total real estate 22,997 5,226 12,921 556 704
Commercial 25 38 1,059 -- 25
Consumer 793 460 181 439 269
--------- ------- ------- ------ ------
Total nonaccrual loans $23,815 $5,724 $14,161 $ 995 $ 998
========= ======= ======= ====== ======
Renegotiated loans not included
above-
Real estate
1-4 unit residential $ 1,004 $ 381 $ -- $ -- $ --
Income property -- 1,486 -- 180 220
Commercial -- 324 -- -- --
--------- ------- ------- ------ ------
Total renegotiated loans $ 1,004 $2,191 $ -- $ 180 $ 220
========= ======= ======= ====== ======
ASB's policy generally is to place mortgage loans on a nonaccrual status
(interest accrual is suspended) when the loan becomes more than 90 days past due
or on an earlier basis when there is a reasonable doubt as to its
collectability. Loans on nonaccrual status amounted to $23.8 million (1.27% of
total loans) at December 31, 1994, $5.7 million (0.32% of total loans) at
December 31, 1993, $14.2 million (0.94% of total loans) at December 31, 1992,
$1.0 million (0.08% of total loans) at December 31, 1991 and $1.0 million (0.10%
of total loans) at December 31, 1990.
The significant increase in loans on nonaccrual status from yearend 1991 to
1992 was primarily due to the effects of Hurricane Iniki on the island of Kauai,
such as higher unemployment. As of December 31, 1992, real estate loans with
remaining principal balances of $8.9 million were restructured to defer monthly
contractual principal and interest payments for three months with repayments of
the entire deferred amounts due at the end of the three-month period. These
loans had been classified as nonaccrual loans as of December 31, 1992.
Substantially all of these loans have resumed their normal repayment schedule
and are classified as performing loans.
19
In 1994, the $18 million increase in nonaccrual real estate loans is a result
of Hawaii's weak economy. A rising trend of delinquencies resulted in a $3.8
million increase in nonaccrual residential loans. The $14 million increase in
nonaccrual income property loans is primarily due to three commercial real
estate loans with principal balances totaling $11.8 million that were
restructured/renegotiated to defer monthly principal and interest payments for
three to six months. Gross interest income deferred during 1994 relating to
these restructured/renegotiated loans amounted to $0.5 million. Based on current
evaluations of collection prospects, a specific loss reserve of $1.6 million was
established for one of the loans secured by a commercial retail/office building
located on the island of Oahu. There were no loan loss provisions with respect
to renegotiated loans in 1993, 1992, 1991 and 1990 because the estimated net
realizable value of the collateral for such loans was determined to be in excess
of the outstanding principal amounts of these loans.
Allowance for loan losses. The provision for loan losses is dependent upon
management's evaluation as to the amount needed to maintain the allowance for
loan losses at a level considered appropriate in relation to the risk of future
losses inherent in the loan portfolio. While management attempts to use the best
information available to make evaluations, future adjustments may be necessary
as circumstances change and additional information becomes available.
The following table presents the changes in the allowance for loan losses for
the periods indicated.
Years ended December 31,
---------------------------------------------
(dollars in thousands) 1994 1993 1992 1991 1990
---------------------- ------- ------- ------ ------- -------
Allowance for loan losses, beginning of year $5,314 $5,157 $3,818 $3,387 $2,911
------- ------- ------ ------- ------
ADDITIONS TO PROVISIONS FOR LOSSES
Real estate loans 3,406 336 945 296 329
Other loans 577 443 549 345 299
------- ------- ------ ------- ------
Total additions 3,983 779 1,494 641 628
------- ------- ------ ------- ------
NET (RECOVERY) CHARGE-OFFS
Real estate loans 109 -- (3) (12) --
Other loans 395 622 158 222 152
------- ------- ------ ------- ------
Total net charge-offs 504 622 155 210 152
------- ------- ------ ------- ------
Allowance for loan losses, end of year $8,793 $5,314 $5,157 $3,818 $3,387
======= ======= ======= ======= ======
Ratio of net charge-offs during the
period to average loans outstanding 0.03% 0.04% 0.01% 0.02% 0.02%
======= ======= ======= ======= ======
ASB's ratio of provisions for loan losses during the period to average loans
outstanding was 0.21%, 0.05%, 0.11%, 0.06% and 0.07% for the years ended
December 31, 1994, 1993, 1992, 1991 and 1990, respectively. The increase in
provisions for loan losses during 1992 was primarily due to the 27% increase in
average loans outstanding and a $0.6 million additional provision for Kauai
loans anticipated to be affected by Hurricane Iniki. In 1994, to establish
additional specific loss reserves and in response to a rising trend of
delinquencies caused by Hawaii's weak economy, ASB increased its loss reserve by
$3.5 million.
INVESTMENT ACTIVITIES
In recent years, ASB's investment portfolio has consisted primarily of
mortgage-backed securities, federal agency obligations and stock of the FHLB of
Seattle. In response to the increasing interest rate environment, management
decided to liquidate ASB's portfolio of securities held for trading and the
liquidation was completed in October 1994.
20
The following table sets forth the composition of ASB's investment portfolio,
excluding mortgage-backed securities to be held-to-maturity, at the dates
indicated:
December 31,
------------------------------------------
(dollars in thousands) 1994 1993 1992
--------------------- ----------- ------------- -----------
Marketable securities
Federal agency obligations $ -- $ -- $15,293
Other securities held for trading -- 45,396 23,037
----------- ------------- -----------
Total marketable securities -- 45,396 38,330
Investments in regulatory agencies-FHLB
stock 32,523 23,203 20,194
----------- ------------- -----------
Total investments $32,523 $68,599 $58,524
=========== ============= ===========
Weighted average rate on investments/1/ 6.86% 9.75% 9.38%
=========== ============= ===========
/1/ On investments during the year ended December 31.
DEPOSITS AND OTHER SOURCES OF FUNDS
General. Deposits traditionally have been the principal source of ASB's funds
for use in lending, meeting liquidity requirements and making investments. ASB
also derives funds from receipt of interest and principal on outstanding loans
receivable and mortgage-backed securities, borrowings from the FHLB of Seattle,
securities sold under agreements to repurchase and other sources. ASB borrows on
a short-term basis to compensate for seasonal or other reductions in deposit
flows. ASB also may borrow on a longer-term basis to support expanded lending or
investment activities. In the last two years, advances from the FHLB have become
a more significant source of funds as the demand for deposits has decreased.
Using higher cost sources of funds puts downward pressure on ASB's net interest
income.
Deposits. ASB's deposits are obtained primarily from residents of Hawaii. In
1994, ASB had average deposits aggregating $2.1 billion. Net savings outflows
for 1994 and 1993 were approximately $32 million and $9 million, respectively,
excluding interest credited to deposit accounts. Net savings inflow for 1992 was
approximately $343 million, excluding interest credited to deposit accounts. The
decrease in net savings flow for 1994 was due primarily to the effects of rising
interest rates and increased competition. The net savings outflow for 1993 was
due primarily to the withdrawal of a trust company deposit account of $92
million. The trust company had been acquired by another financial institution.
The substantial increase in net savings inflow for 1992 was due to ASB's
strategy to increase its retail market by paying higher rates of interest on
savings accounts than most of its competitors in Hawaii during this period. The
weighted average rate paid on deposits during 1994 decreased to 3.59%, compared
to 3.74% and 5.01% in 1993 and 1992, respectively. In the three years ended
December 31, 1994, ASB had no deposits placed by or through a broker.
21
The following table shows the distribution of ASB's average deposits and
average daily rates by type of deposit for the years indicated. Average balances
for a period have been calculated using the average of month-end balances during
the period.
Years ended December 31,
-------------------------------------------------------------------------------------------------
1994 1993 1992
------------------------------ ------------------------------- --------------------------------
% of % of % of
(dollars in Average total Average Average total Average Average total Average
thousands) balance deposits rate % balance deposits rate % balance deposits rate %
----------- ---------- -------- ------- ---------- --------- -------- --------- --------- --------
Passbook accounts $1,215,919 56.98% 3.51% $1,126,880 54.28% 3.73% $738,692 39.24% 4.69%
Negotiable Order of
Withdrawal (NOW) accounts 266,335 12.48 2.25 268,227 12.92 2.49 242,682 12.89 4.11
Money market accounts 88,320 4.14 3.02 119,238 5.74 3.15 149,811 7.96 4.30
Certificate accounts 563,455 26.40 4.48 561,847 27.06 4.48 751,338 39.91 5.76
---------- ------ ---- ---------- ------ ---- ---------- ------ ----
Total deposits $2,134,029 100.00% 3.59% $2,076,192 100.00% 3.74% $1,882,523 100.00% 5.01%
========== ====== ==== ========== ====== ==== ========== ====== ====
At December 31, 1994, ASB had $203.7 million in certificate accounts of
$100,000 or more, maturing as follows:
(in thousands) Amount
-------------- --------
Three months or less $ 84,986
Greater than three months through six months 26,571
Greater than six months through twelve months 41,866
Greater than twelve months 50,291
--------
$203,714
========
Borrowings. ASB obtains advances from the FHLB of Seattle, provided certain
standards related to credit-worthiness have been met. Advances are secured under
a blanket pledge of the common stock ASB owns in the FHLB of Seattle and each
note or other instrument held by ASB and the mortgage securing it. FHLB advances
generally are available to meet seasonal and other withdrawals of deposit
accounts, to expand lending and to assist in the effort to improve asset and
liability management. FHLB advances are made pursuant to several different
credit programs offered from time to time by the FHLB of Seattle.
At December 31, 1994, 1993 and 1992, advances from the FHLB amounted to $616
million, $290 million and $194 million, respectively. The weighted average rate
on the advances from the FHLB outstanding at December 31, 1994, 1993 and 1992
were 6.17%, 6.24% and 7.39%, respectively. The maximum amount outstanding at any
month-end during 1994, 1993 and 1992 was $616 million, $290 million and $259
million, respectively. Advances from the FHLB averaged $453 million, $210
million and $221 million during 1994, 1993 and 1992, respectively, and the
approximate weighted average rate thereon was 5.77%, 6.84% and 7.65%,
respectively. During 1994, increased advances from the FHLB were needed to
support investment activities as the effects of rising interest rates and
increased competition slowed deposit growth.
At December 31, 1994 and 1992, securities sold under agreements to repurchase
consisted of mortgage-backed securities sold to brokers/dealers under fixed-
coupon agreements. The agreements are treated as financings and the obligations
to repurchase securities sold are reflected as a liability in the consolidated
balance sheets. The dollar amount of securities underlying the agreements
remains in the asset accounts. At December 31, 1994 and 1992, $123.3 million
(including accrued interest of $1.0 million) and $27.2 million (including
accrued interest of $0.2 million) of the agreements were to repurchase
substantially the same securities, respectively. There were no outstanding
securities sold under agreements to repurchase as of December 31, 1993. The
weighted average rates on securities sold under agreements to repurchase
outstanding at December 31, 1994 and 1992 were 6.22% and 3.34%,
22
respectively. The maximum amount outstanding at any month-end during 1994, 1993
and 1992 was $123 million, $27 million and $125 million, respectively.
Securities sold under agreements to repurchase averaged $21 million, $20 million
and $66 million during 1994, 1993 and 1992, respectively, and the approximate
weighted average interest rate thereon was 5.14%, 3.39% and 5.15%, respectively.
Subject to obtaining certain approvals from the FHLB of Seattle, ASB may offer
collateralized medium-term notes due from nine months to 30 years from the date
of issue and bearing interest at a fixed or floating rate established at the
time of issue. At December 31, 1994, 1993 and 1992, ASB had no outstanding
collateralized medium-term notes.
The following table sets forth information concerning ASB's advances from FHLB
and other borrowings at the dates indicated:
December 31,
-------------------------------------------------
(dollars in thousands) 1994 1993 1992
--------------------- ------------ ------------- ------------
Advances from FHLB $616,374 $289,674 $194,099
Securities sold under agreements to
repurchase 123,301 -- 27,223
-------- -------- --------
Total borrowings $739,675 $289,674 $221,322
======== ======== ========
Weighted average rate /1/ 6.18% 6.24% 6.89%
/1/ On borrowings at December 31.
COMPETITION
The primary factors in competing for deposits are interest rates, the quality
and range of services offered, marketing, convenience of office locations,
office hours and perceptions of the institution's financial soundness and
safety. Competition for deposits comes primarily from other savings
institutions, commercial banks, credit unions, money market and mutual funds and
other investment alternatives. Additional competition for deposits comes from
various types of corporate and government borrowers, including insurance
companies. To meet the competition, ASB offers a variety of savings and checking
accounts at competitive rates, convenient business hours, convenient branch
locations with interbranch deposit and withdrawal privileges at each office and
conducts advertising and promotional campaigns.
The primary factors in competing for first mortgage and other loans are
interest rates, loan origination fees and the quality and range of lending
services offered. Competition for origination of first mortgage loans comes
primarily from other savings institutions, mortgage banking firms, commercial
banks, insurance companies and real estate investment trusts. ASB believes that
it is able to compete for such loans primarily through the interest rates and
loan fees it charges, the type of mortgage loan programs it offers and the
efficiency and quality of the services it provides its borrowers and the real
estate business community.
OTHER
FREIGHT TRANSPORTATION -- HAWAIIAN TUG & BARGE CORP AND YOUNG BROTHERS, LIMITED
-------------------------------------------------------------------------------
GENERAL
HTB and its wholly owned subsidiary, YB, were acquired in 1986. HTB provides
marine transportation services in Hawaii and the Pacific area, including charter
tug and barge and harbor tug operations. YB, which is a regulated interisland
cargo carrier, transports general freight and containerized cargo by barge on a
regular schedule between all major ports in Hawaii. YB moved 3.0 million revenue
tons of cargo between the islands in 1994, compared to 3.1 million tons of cargo
in 1993.
A substantial portion of the state's commodities are imported, and almost all
of Hawaii's overseas inbound and outbound cargo moves through Honolulu. Cargo
destined for the neighbor islands is transshipped through the Honolulu gateway.
23
YB has a nonexclusive Certificate of Public Convenience and Necessity from the
PUC to operate as an intrastate common carrier by water. The Certificate will
remain in effect for an indefinite period unless suspended or terminated by the
PUC. Although YB encounters competition from, among others, interstate carriers
and unregulated contract carriers, YB is the only authorized common carrier
under the Hawaii Water Carrier Act.
YB RATES
YB generally must accept for transport all cargo offered. YB rates and charges
must be approved by the PUC and the PUC has broad discretion in its regulation
of the rates charged by YB.
In September 1992, YB filed an application for a tariff change in its minimum
bill of lading from $10.43 to $21.03 (later increased to $21.62). This
application was suspended on October 7, 1992. On November 5, 1992, YB filed a
general rate increase application with the PUC for a 17.1% across-the-board
increase in rates effective December 20, 1992. On December 18, 1992, the PUC
ordered that the two applications be consolidated and that the consolidated
application be suspended for a period of six months to and including June 19,
1993. On February 12, 1993, YB reduced its general rate increase request to
15.7% from the 17.1% originally requested. The decrease in the request was
primarily due to a decrease in rate base resulting from the change in the test
year period and an adjustment to YB's capital structure to reflect more
leverage. The revised request was based on a rate of return of 16.7% on an
imputed equity of 55%. Hearings for this general rate increase and the tariff
change were held in May 1993. On June 30, 1993, the PUC issued a decision
granting an $18.00 minimum bill of lading charge and a 4.3% general rate
increase on all rates excluding the Minimum Bill of Lading and Marine Cargo
Insurance rates. The new rates and charges became effective on July 8, 1993.
This decision was based on a rate of return of 15.15% on an imputed equity of
55%. Also, on June 30, 1993, the PUC approved YB's motion to rescind a 1.1%
interim rate reduction for the effects of the Tax Reform Act of 1986, effective
July 8, 1993.
YB filed an application on May 16, 1994 requesting PUC approval to increase
its general freight rates by 5.9% and its Minimum Bill of Lading charge from
$18.00 to $20.93 to be effective July 1, 1994. On June 17, 1994, the PUC
suspended YB's application for a period of six months to and including December
31, 1994. On August 12, 1994, YB filed its testimonies and exhibits for a 1995
test year and simultaneously filed a Motion to Amend its May 16, 1994
Application to request a 10.3% rate increase. The Consumer Advocate filed its
opposition to YB's motion on August 22, 1994. On September 26, 1994, YB filed
with the PUC a Stipulation indicating YB and the Consumer Advocate had agreed to
stipulate to a 6% general rate increase effective upon PUC approval. On December
12, 1994, the PUC granted YB approval to increase its rates 6% across-the-board,
which YB put into effect on December 15, 1994.
YB also participated in the PUC's generic docket to determine whether SFAS No.
106 should be adopted for rate-making purposes. The information on
postretirement benefits other than pensions in Management's Discussion and
Analysis of Financial Condition and Results of Operations and in Note 17 to
HEI's Consolidated Financial Statements is incorporated herein by reference to
pages 30 and 63 to 64 of HEI's 1994 Annual Report to Stockholders, portions of
which are filed herein as HEI Exhibit 13(a).
REAL ESTATE-MALAMA PACIFIC CORP.
--------------------------------
GENERAL
MPC was incorporated in 1985 and engages in real estate development
activities, either directly or through joint ventures.
MPC's real estate development investments in residential projects are targeted
for Hawaii's owner-occupant market. MPC's subsidiaries are currently involved in
the active development of five residential projects (Kipona Hills, Kua' Aina
Ridge, Westpark and Westhills at Makakilo Heights, Piilani Village Phase 1 and
Sunrise Estates) on the islands of Oahu, Maui and Hawaii encompassing
approximately 580 homes or lots, of which nearly 340 have been completed and
sold. Either directly or through its joint ventures, MPC's subsidiaries have
access to nearly 420 acres of land for future residential development.
Residential development generally requires long lead time to obtain necessary
zoning changes, building permits and other required approvals. MPC's projects
are subject to the usual risks of real estate development, including
fluctuations in interest rates, the receipt of timely and appropriate state and
local
24
zoning and other necessary approvals, possible cost overruns and
construction delays, adverse changes in general commerce and local market
conditions, compliance with applicable environmental and other regulations, and
potential competition from other new projects and resales of existing
residences.
In 1994, Malama's real estate development activities continued to experience
slow sales activity. Although the local economy has started to strengthen, sales
were dampened by significant increases in interest rates. Sales activity is
expected to improve gradually in 1995 as the upturn in Hawaii's 1994 visitor
count, after three consecutive years of decline, is a signal of improving
economic conditions.
JOINT VENTURE DEVELOPMENTS
Makakilo Cliffs. In 1990, MDC and JGL Enterprises Inc. formed Makakilo Cliffs
Joint Venture for the development of a 280-unit multi-family residential project
on approximately 26 acres in Makakilo, Hawaii (island of Oahu). MDC's
partnership interest was assigned to Malama Makakilo Corp., another wholly owned
subsidiary of MPC, in August 1990. Sales of the first 81 units closed in 1991
and all remaining units closed in 1992. The joint venture was dissolved in
December 1993.
Sunrise Estates. In 1990, MDC and HSC, Inc. formed Sunrise Estates Joint
Venture to develop and sell 165 one-acre house lots in Hilo, Hawaii (island of
Hawaii). In 1993 and 1992, sales of three lots and 153 lots closed,
respectively. There were no sales in 1994. Sales of the remaining nine lots are
expected in 1995.
In 1991, HSC, Inc. and Malama Elua Corp., a wholly owned subsidiary of MPC,
formed Sunrise Estates II Joint Venture to develop and sell approximately 140
one-acre house lots in Hilo, Hawaii, adjacent to the Sunrise Estates Joint
Venture project. Rezoning was completed in 1993, subdivision approvals are in
progress and site work is expected to commence in 1996.
Ainalani Associates. MMO and MDT-BF Limited Partnership (MDT) were partners in
a joint venture known as Ainalani Associates. In 1992, MMO acquired MDT's 50%
interest in Ainalani Associates, and the partnership was dissolved. MMO is
completing the development and sale of three projects on the islands of Maui and
Hawaii, described below under "MMO projects" and is a 50% partner in Palailai
Associates, a partnership with Palailai Holdings, Inc.
Baldwin*Malama. In 1990, MDC acquired a 50% general partnership interest in
Baldwin*Malama, a partnership with Baldwin Pacific Properties, Inc. (BPPI),
established to acquire about 172 acres of land for potential development of
about 780 single and multi-family residential units in Kihei on the island of
Maui. In 1994, the project received approval to increase density to
approximately 1,000 units. The project has completed site work for the first
phase of single family units. At December 31, 1994, 37 homes were completed and
sold, two homes were under construction and one completed unit was available for
sale.
In May 1993, Baldwin*Malama was reorganized as a limited partnership in which
MDC is the sole general partner and BPPI is the sole limited partner. In
conjunction with the dissolution of the Baldwin*Malama general partnership and
formation of the limited partnership, MPC agreed to loan $1.6 million to BPPI
and up to $15 million to the limited partnership. In 1994, MPC agreed to
increase the loan amount to Baldwin*Malama up to $19 million. Beginning in May
1993, MDC consolidated the accounts of Baldwin*Malama. Previously, MDC accounted
for its investment in Baldwin*Malama under the equity method. At December 31,
1994, the outstanding balance on MPC's loan to BPPI was $1.2 million.
Palailai Associates. MMO assumed Ainalani Associates' interest in Palailai
Associates in 1992 upon acquiring MDT's 50% interest in Ainalani Associates. In
1993, Palailai Associates completed the development and sale of the first
increment of 107 homes and lots and completed the bulk sale of its 38.8 acres of
multi-family zoned land in Makakilo, Oahu. The second increment of 69 single
family homes is nearly completed, with 64 homes completed and sold as of
December 31, 1994. The third increment of 100 single family homes is in progress
with 13 homes completed and sold as of December 31, 1994. Palailai Associates
owns approximately 42 acres of adjacent land zoned for residential development.
25
MMO PROJECTS
In 1992, MMO acquired the Kipona Hills, Kua' Aina Ridge and Kehaulani Place
projects of Ainalani as a result of MMO's acquisition of MDT's 50% interest in
Ainalani Associates and Ainalani Associates' subsequent dissolution.
Kipona Hills is a 66-unit subdivision located in Waikoloa on the island of
Hawaii. Through December 31, 1994, 56 homes or lots were completed and sold, and
10 lots were available for sale.
Kua' Aina Ridge is a 92-lot-only subdivision in Pukalani, Maui. Subdivision
improvements have been completed and sales closings commenced in 1993. As of
December 31, 1994, 72 lots were available for sale.
Kehaulani Place (formerly known as Hanohano), consisting of approximately 50
acres of land in Pukalani, Maui, is currently zoned for agriculture. Rezoning
and land-use reclassification will be required before development can commence.
Land planning and presentations to local community groups commenced in 1993.
PROJECT FINANCING
At December 31, 1994, MPC or its subsidiaries were directly liable for $14.1
million of outstanding loans and had additional loan facilities of $0.8 million.
In addition, at December 31, 1994, MPC or its subsidiaries had issued (i)
guaranties under which they were jointly and severally contingently liable with
their joint venture partners for $1.9 million of outstanding loans and (ii)
payment guaranties under which MPC or its subsidiaries were severally
contingently liable for $7.2 million of outstanding loans and $7.1 million of
additional undrawn loan facilities. In total, at December 31, 1994, MPC or its
subsidiaries were liable or contingently liable for $23.2 million of outstanding
loans and $7.9 million in undrawn loan facilities. All such loans are
collateralized by real property. At December 31, 1994, HEI had agreed with the
lenders of construction loans and loan facilities, of which approximately $13.3
million was outstanding and $7.9 million was undrawn, that it will maintain
ownership of 100% of the stock of MPC and that it intends, subject to good and
prudent business practices, to keep MPC financially sound and responsible to
meet its obligations. MPC or its subsidiaries may enter into additional
commitments in connection with the financing of future phases of development of
MPC's projects and HEI may enter into similar agreements regarding the ownership
and financial condition of MPC.
MALAMA WATERFRONT CORP.
In 1989, Malama Waterfront Corp., a wholly owned subsidiary of MPC, entered
into an agreement to purchase HECO's Honolulu Power Plant in a sale and
leaseback transaction subject to PUC approval. HECO withdrew its application for
the sale and leaseback of the plant in July 1993. See a further discussion in
"Item 2. Properties--Electric utility--HECO."
HEI INVESTMENT CORP.
--------------------
HEIIC was incorporated in May 1984 primarily to make passive, tax-advantaged
investments in corporate securities and other long-term investments. HEIIC is
not an "investment company" under the Investment Company Act of 1940 and has no
direct employees.
HEIIC has sold substantially all of its investments in marketable debt and
equity securities over the last few years.
HEIIC's long-term investments consist primarily of investments in leveraged
leases. HEIIC has a 15% ownership interest in an 818-MW coal-fired generating
unit in Georgia, which is subject to a leveraged lease agreement entered into in
1985 and expiring in 2013. The lessee has options to renew the lease at fixed
rentals for at least 8.5 additional years, and thereafter at fair market
rentals. In the fall of 1987, HEIIC purchased commercial buildings on leasehold
properties located in the continental United States, along with the related
lease rights and obligations. These leveraged, purchase-leaseback investments
included two major buildings housing operations of Hershey Foods in Pennsylvania
and six supermarkets leased to Kroger Company in California, Pennsylvania,
Louisiana, Alabama and Illinois. HEIIC's investments in leveraged leases
amounted to $54.4 million and $53.1 million at December 31, 1994 and 1993,
respectively. Note 8 to HEI's Consolidated Financial Statements is incorporated
herein by reference to pages 56 to 57 of HEI's 1994 Annual Report to
Stockholders, portions or which are filed herein as HEI Exhibit 13(a). No new
investments are currently planned by HEIIC.
26
PACIFIC ENERGY CONSERVATION SERVICES, INC.
------------------------------------------
PECS was formed in August 1994 to promote energy conservation in Hawaii and
the Pacific Basin. PECS is considering potential projects to install, finance,
operate and maintain energy conservation equipment, while sharing a percentage
of the saved energy costs with its clients. In 1994, PECS had no operations.
REGULATION AND OTHER MATTERS
HOLDING COMPANY REGULATION
HEI and HECO are holding companies within the meaning of the Public Utility
Holding Company Act of 1935 (1935 Act). However, under current rules and
regulations, they are exempt from the comprehensive regulation of the Securities
and Exchange Commission (SEC) under the 1935 Act except for Section 9(a)(2)
(relating to the acquisition of securities of other public utility companies)
through compliance with certain annual filing requirements under the 1935 Act
for holding companies which own utility businesses that are primarily intrastate
in character. The exemption afforded HEI and HECO may be revoked if the SEC
finds that such exemption "may be detrimental to the public interest or the
interest of investors or consumers." HEI and HECO may own or have interests in
foreign utility operations without adversely affecting this exemption so long as
the requirements of other exemptions under the 1935 Act are satisfied.
In February 1989 the SEC requested comments on a proposed Rule 17 regarding
the conditions under which public utility holding companies, which have
diversified their lines of business outside the utility area, may retain their
intrastate exemption under section 3(a)(1) of the 1935 Act. Under the proposed
rule, a public utility holding company which had diversified its activities into
nonutility businesses would be entitled to retain its Section 3(a)(1) exemption
only if it comes within a proposed federal or state safe-harbor provision
following a grace period of three years after adoption of the rule. HEI does not
satisfy the provisions of the federal safe-harbor provision in its currently
proposed form, and may not necessarily satisfy the provisions of the state safe-
harbor provision. If the rule were adopted in its proposed form and HEI does not
satisfy the state safe-harbor provision, HEI might be required to register as a
holding company under the Act and/or divest itself of certain of its nonutility
subsidiaries. If a rule were adopted in some form requiring action on HEI's part
to come within a state safe-harbor provision, the Company's present intention is
to take all such action as is reasonable and appropriate to bring itself within
the state safe-harbor provision. Even though the SEC has taken no action on the
proposal for several years, HEI cannot predict whether a rule relating to
diversification will be adopted in the proposed form or in a modified form, or
the ultimate effects of any such rule on it or its subsidiaries if adopted.
In November 1994, the SEC issued a concept release soliciting comments on
modernization of utility regulation under the 1935 Act. This is part of a
continuing effort by the SEC to evaluate the regulatory structure of the utility
industry. Both regulatory and legislative changes are possible, but cannot be
predicted at this time.
HEI is subject to an agreement entered into with the PUC (the PUC Agreement)
when HECO became a wholly owned subsidiary of HEI. The PUC Agreement, among
other things, requires HEI to provide the PUC with periodic financial
information and other reports concerning intercompany transactions and other
matters. It prohibits the electric utilities from loaning funds to HEI or its
nonutility subsidiaries and from redeeming common stock of the electric utility
subsidiaries without PUC approval. Further, the PUC could limit the ability of
the electric utility subsidiaries to pay dividends on their common stock. See
"Restrictions on dividends and other distributions" and "Electric utility
regulation" (regarding the PUC review of the relationship between HEI and HECO).
As a result of the acquisition of ASB, HEI and HEIDI are subject to OTS
registration, supervision and reporting requirements as savings and loan holding
companies.
In the event the OTS has reasonable cause to believe that the continuation by
HEI or HEIDI of any activity constitutes a serious risk to the financial safety,
soundness, or stability of ASB, the OTS is authorized under the Home Owners'
Loan Act of 1933, as amended, to impose certain restrictions in the
27
form of a directive to HEI and any of its subsidiaries, or HEIDI and any of its
subsidiaries. Such possible restrictions include limiting (i) the payment of
dividends by ASB; (ii) transactions between ASB, HEI or HEIDI, and the
subsidiaries or affiliates of ASB, HEI or HEIDI; and (iii) the activities of ASB
that might create a serious risk that the liabilities of HEI and its other
affiliates, or HEIDI and its other affiliates, may be imposed on ASB.
Theoretically, this authority would allow the OTS to prohibit dividends, limit
affiliate transactions or otherwise restrict activities as a result of losses
suffered by HEI, HEIDI or their other subsidiaries, and thus conceivably may be
an indirect means of limiting affiliations between ASB and affiliates engaged in
nonfinancial activities. See "Restrictions on dividends and other
distributions."
OTS regulations also generally prohibit savings and loan holding companies and
their nonthrift subsidiaries from engaging in activities other than those which
are specifically enumerated in the regulations. Such restrictions, if applicable
to HEI and HEIDI, would significantly limit the kinds of activities in which HEI
and HEIDI and their subsidiaries may engage. However, the OTS regulations
provide for an exemption which is available to HEI and HEIDI if ASB satisfies
the "qualified thrift lender" test discussed below. See "FDIC Improvement Act of
1991 and Implementing Regulations." ASB currently meets the qualified thrift
lender test and must continue to meet the test in order to avoid restrictions on
the activities of HEI and HEIDI and their subsidiaries which could result in a
need to divest ASB.
HEI and HEIDI are prohibited, directly or indirectly, or through one or more
subsidiaries, from (i) acquiring control of, or acquiring by merger or purchase
of assets, another insured institution or holding company thereof, without prior
written OTS approval; (ii) acquiring more than 5% of the voting shares of
another savings association or savings and loan holding company which is not a
subsidiary; or (iii) acquiring or retaining control of a savings association not
insured by the FDIC. No director or officer of HEI or HEIDI, or person
beneficially owning more than 25% of such holding company's voting shares, may,
except with the prior approval of the OTS, (a) also serve as director, officer,
or employee of any insured institution or (b) acquire control of any savings
association not a subsidiary of such holding company.
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS
HEI is a legal entity separate and distinct from its various subsidiaries. As
a holding company with no significant operations of its own, the principal
sources of its funds are dividends or other distributions from its operating
subsidiaries, borrowings and sales of equity. The rights of HEI and,
consequently, its shareholders, to participate in any distribution of the assets
of any of its subsidiaries is subject to the prior claims of the creditors and
preferred stockholders of such subsidiary, except to the extent that claims of
HEI in its capacity as a creditor are recognized.
The ability of certain of HEI's subsidiaries to pay dividends or make other
distributions to HEI is subject to contractual and regulatory restrictions. By
agreement with the PUC, in the event that the consolidated common stock equity
of the electric utility subsidiaries falls below 35% of total electric utility
capitalization, these companies would be restricted, unless they obtained PUC
approval, in their payment of cash dividends to 80% of the earnings available
for the payment of dividends in the current fiscal year and preceding five
years, less the amount of dividends paid during that period. The PUC Agreement
also provides that the foregoing dividend restriction shall not be construed to
relinquish any right the PUC may have to review the dividend policies of the
electric utility subsidiaries. The consolidated common stock equity of HEI's
electric utility subsidiaries was 52% of their total capitalization (including
the current maturities of long-term debt and preferred stock sinking fund
requirements due within one year but excluding short-term borrowings) as of
December 31, 1994. At December 31, 1994, HECO and its subsidiaries had net
assets of $634 million, of which approximately $314 million were not available
for transfer to HEI without regulatory approval.
The ability of ASB to make capital distributions to HEI and other affiliates
is restricted under federal law. Subject to a limited exception for stock
redemptions that do not result in any decrease in ASB's capital and would
improve ASB's financial condition, ASB is prohibited from declaring any
dividends, making any other capital distribution, or paying a management fee to
a controlling person if, following the distribution or payment, ASB would be
deemed to be under-capitalized, significantly under-capitalized or critically
under-capitalized. See "Savings bank regulation-FDIC Improvement Act of 1991 and
Implementing Regulations-Prompt corrective action."
28
As a Tier-1 institution (one that meets its fully phased-in capital
requirements and has not been notified by the OTS that it is in need of more
than normal supervision), ASB may make capital distributions without OTS
approval in amounts up to one-half of ASB's surplus capital ratio (the amount of
its capital in excess of its fully phased-in capital requirement) at the
beginning of a calendar year, plus its net income for that calendar year to
date. The term "fully phased-in capital requirements" means the institution's
capital requirements under the statutory and regulatory standards applicable on
December 31, 1994, as modified by any individual minimum capital requirements
applicable to the institution. ASB, as a Tier-1 institution, may exceed the
foregoing limits if ASB provides a thirty-day advance notice to the OTS and
receives no objection within thirty days. Even in the case of distributions
within the permissible limits, however, a thirty day advance notice to the OTS
is required.
HEI and its subsidiaries are also subject to debt covenants, preferred stock
resolutions and guaranties that could limit their respective abilities to pay
dividends. The Company does not expect that the regulatory and contractual
restrictions applicable to HEI or its direct and indirect subsidiaries will
significantly affect the operations of HEI or its ability to pay dividends on
its common stock.
ELECTRIC UTILITY REGULATION
The PUC regulates the rates, standards of service, issuance of securities,
accounting and certain other aspects of the operations of HEI's electric utility
subsidiaries. See "Electric Utility-Rates."
In addition, the PUC has ordered the electric utility subsidiaries to develop
plans for the integration of demand-side and supply-side resources available to
meet consumer energy needs efficiently, reliably and at the lowest reasonable
cost. The PUC may approve, reject or require modifications of these plans. See
"Electric Utility-Integrated Resource Planning and requirements for additional
generating capacity."
On March 7, 1995, the PUC opened a generic docket to investigate whether
Hawaii public utilities should be allowed to establish self-insured property
damage reserves to recover the cost of damage to their facilities and equipment
caused by catastrophic natural disasters. In its 1995 test year rate case, HECO
had proposed that it be allowed to establish a similar reserve, but withdrew the
request under an agreement with the other parties that they would jointly
request that the PUC initiate a generic docket. HECO has estimated that the
value of its uninsured transmission and distribution facilities is in excess of
$1 billion.
Any adverse decision or policy made or adopted by the PUC could have a
material adverse effect on HECO and its subsidiaries' and the Company's
financial condition or results of operations.
Certain transactions between HEI's public utility subsidiaries (HECO, MECO and
HELCO) and HEI and affiliated interests, are subject to regulation by the PUC.
Under the law, all contracts (including summaries of unwritten agreements), made
on or after July 1, 1988 of $300,000 or more in a calendar year for management,
supervisory, construction, engineering, accounting, legal, financial and similar
services and for the sale, lease or transfer of property between a public
utility and affiliated interests must be filed with the PUC to be effective, and
the PUC may issue cease and desist orders if such contracts are not filed. All
such affiliated contracts for capital expenditures (except for real property)
must be accompanied by comparative price quotations from two nonaffiliates,
unless the quotations cannot be obtained without substantial expense. Moreover,
all transfers of $300,000 or more of real property between a public utility and
affiliated interests require the prior approval of the PUC and proof that the
transfer is in the best interest of the public utility and its customers. If the
PUC, in its discretion, determines that an affiliated contract was unreasonable
or otherwise contrary to the public interest, the utility must either revise the
contract or risk disallowance of the payments for rate-making purposes. In rate-
making proceedings, a utility must also prove the reasonableness of payments
made to affiliated interests under any affiliated contracts of $300,000 or more
by clear and convincing evidence. An "affiliated interest" is defined by statute
and includes officers and directors of a public utility, every person owning or
holding, directly or indirectly, 10% or more of the voting securities of a
public utility, and corporations which have in common with a public utility more
than one-third of the directors of that public utility.
To address community concerns, HECO proposed by letter dated January 25, 1993,
that the PUC initiate a review of the relationship between HEI and HECO and the
effects of that relationship on the operations of HECO. By an order dated
January 26, 1993, the PUC initiated such a review to determine whether the HEI-
HECO relationship, HEI's diversified activities, and HEI's policies, operations
and
29
practices have resulted in or are having any negative effects on HECO, its
electric utility subsidiaries and ratepayers. In May 1994, a consultant, Dennis
Thomas and Associates, was selected by the PUC to perform the review. In early
1995, Dennis Thomas and Associates issued its report to the PUC. The report
concluded that "on balance, diversification has not hurt electric ratepayers."
Other major findings of the study were that no utility assets have been used to
fund HEI's nonutility investments or operations, HEI has not denied needed
capital to the electric utilities and management processes within the electric
utilities operate without interference from HEI. The report also made several
recommendations, including initiating more ongoing communication between HEI and
the PUC on diversification issues and any changes in HEI's diversification
policy, providing the PUC with annual reports on compliance with the original
conditions mandated by the PUC when HEI was formed, having a HECO Board of
Directors with a majority of members who are not also directors of HEI and
adoption of a policy statement by HECO's Board of Directors documenting its
commitment to public service obligations. The Company is considering all the
recommendations. See also "Holding company regulation."
HECO and its subsidiaries are not subject to regulation by the Federal Energy
Regulatory Commission (FERC) under the Federal Power Act, except under Sections
210 through 212 (added by Title II of PURPA), which permit the FERC to order
electric utilities to interconnect with qualifying cogenerators and small power
producers, and to wheel power to other electric utilities. Title I of PURPA,
which relates to retail regulatory policies for electric utilities, also applies
to HECO and its subsidiaries. Title VII of the Energy Policy Act of 1992, which
creates "exempt wholesale generators" (EWGs) as a category that is exempt from
the 1935 Act and which addresses transmission access, also applies to HECO and
its subsidiaries. The Company cannot predict the extent to which cogeneration,
EWGs, or transmission access, will reduce its electrical loads, reduce its
current and future generating and transmission capability requirements, or
affect its financial condition or results of operations.
Because they are located in the State of Hawaii, HECO and its subsidiaries are
exempt by statute from limitations set forth in the Powerplant and Industrial
Fuel Act of 1978 on the use of petroleum as a primary energy source.
SAVINGS BANK REGULATION
ASB is a federally-chartered savings bank whose deposit accounts are insured
by the Savings Association Insurance Fund (SAIF) administered by the Federal
Deposit Insurance Corporation (FDIC). In addition, ASB must comply with Federal
Reserve Board reserve requirements and OTS liquidity requirements. ASB and its
holding companies are subject to the regulatory supervision of the OTS and, in
certain respects, the FDIC.
Deposit Insurance
-----------------
Deposit Insurance Assessments. The FDIC administers a separately funded and
maintained deposit insurance fund for savings associations. SAIF generally
insures the deposits of savings associations, which were insured by the FSLIC
prior to the enactment of the FIRREA. In recent years, the deposit insurance
assessment rates for the SAIF have increased substantially above historical
levels. However, the OTS decided not to increase the assessment rates savings
associations are required to set aside on January 31, 1994, July 31, 1994 and
January 31, 1995. It is uncertain to what extent rates may be raised in the
future.
As required by the Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA), the FDIC amended its rule on assessments to establish a risk-
based assessment system. Under the risk-based assessment system, the assessments
(or premiums) paid by a savings association for deposit insurance are based on
the risk posed by the savings association to the SAIF. The current annual
assessment rates applicable to SAIF members range from 23 to 31 cents per $100
of insured deposits, depending on the institution's risk classification. Savings
associations classified as strongest by the FDIC are subject to the lowest
assessment rates. ASB paid an assessment at an annual rate of 23 cents per $100
of deposits for the semiannual period beginning January 1, 1995.
The FDIC is considering a proposal to reduce banks' deposit insurance
premiums, from their current rates of 23 to 31 cents per $100 of insured
deposits, to a rate of 4 to 31 cents, depending on the health of the bank.
Deposit insurance premiums for SAIF-insured institutions would remain at the
current rates of 23 to 31 cents. If adopted, the FDIC proposal would result in
a disparity between Bank Insurance Fund-
30
insured institutions and SAIF-insured institutions, potentially placing SAIF-
insured institutions such as ASB at a competitive disadvantage.
Deposit Insurance Coverage. The FDICIA amended various provisions of the
Federal Deposit Insurance Act governing deposit insurance coverage. FDICIA, as
further implemented by amendments to the FDIC's deposit insurance regulations,
made certain significant changes relating to pro rata or "pass through"
insurance coverage for employee benefit plan participants and beneficiaries, and
insurance coverage for certain retirement accounts and trust funds. (The term
"pass-through" insurance means that the insurance coverage passes through to
each owner/beneficiary of the applicable deposit.) Although the vast majority of
the FDIC's deposit insurance regulations, such as the basic rules providing that
individual accounts are insured to $100,000 separately from qualifying joint
accounts, remain unchanged, several important changes were made.
Effective December 19, 1993, an individual's interest in deposits at the same
institution in any combination of certain retirement accounts will be added
together and insured up to $100,000 in the aggregate. This is a reduction from
the maximum of $400,000 in insurance coverage formerly provided if deposits were
made in four different types of retirement plan accounts.
"Pass-through" insurance coverage for the deposits of most employee benefit
plans (i.e., $100,000 per individual participating, not $100,000 per plan)
generally continues only for institutions that are "well-capitalized" under the
FDIC's prompt corrective action regulations. The FDIC has amended its deposit
insurance regulations to require financial institutions to provide employee
benefit plan depositors information, not otherwise available, on the
institution's capital category and whether "pass-through" deposit insurance is
available. As of December 31, 1994, ASB was well-capitalized.
Financial Institutions Reform, Recovery and Enforcement Act of 1989 and
-----------------------------------------------------------------------
Implementing Regulations
------------------------
Capital requirements. Under FIRREA, the OTS set three capital standards for
thrifts, each of which must be no less stringent than those applicable to
national banks. The three standards provide: (1) a leverage limit which requires
a savings association to maintain core capital in an amount of not less than 3%
of the association's adjusted total assets; (2) a tangible capital requirement
of not less than 1.5% of an association's adjusted total assets; and (3) an 8%
risk-based capital requirement, which may deviate from national bank standards
to reflect interest rate risk or other risks, but such deviations may not result
in materially lower levels of capital than would be required under risk-based
capital standards applicable to national banks. Generally, the OTS must restrict
the asset growth of an association that fails to meet the capital requirements.
As of December 31, 1994, ASB was in compliance with all of the minimum standards
with a core capital ratio of 5.2%, a tangible capital ratio of 4.9% and risk-
based capital ratio of 11.4% (based on risk-based capital of $165.7 million,
$49.8 million in excess of the requirement).
The OTS has adopted a rule that adds an interest rate risk (IRR) component to
the existing risk-based capital requirement. Institutions with an "above normal"
level of IRR exposure will be required to hold additional capital. "Above
normal" IRR is defined as any decline in market value of an institution's
portfolio equity in excess of 2% of the market value of its assets, which would
result from an immediate 200 basis point change in interest rates. The OTS rule
requires a savings association with an "above normal" level of IRR exposure to
hold one-half of the "above normal" IRR times the market value of its assets as
capital, in addition to its existing 8% risk-based capital requirement. Although
the rule generally became effective January 1, 1994, the interest rate risk
capital deduction, which was to go into effect with the September 1994 Thrift
Financial Report, has been waived until the OTS finalizes the process under
which institutions may appeal such capital deductions. This means that in
calculating the risk-based capital requirement, ASB was not required to deduct
capital for IRR, and did not report such a deduction for the December 1994
Thrift Financial Report.
The federal banking regulators have also proposed a similar regulation which
may result in a more stringent capital requirement for IRR than the current OTS
rule. FIRREA requires that the capital standards for thrifts be no less
stringent than those applicable to national banks. The impact of the proposed
federal banking regulation on ASB cannot be predicted at this time.
Affiliate transactions. Significant restrictions apply to certain
transactions between ASB and its affiliates, including HEI and its direct and
indirect subsidiaries. FIRREA significantly altered both the scope and substance
of such limitations on transactions with affiliates and provides for thrift
affiliate rules similar to, but more restrictive than, those applicable to
banks. For example, ASB is prohibited from making any loan or other extension of
credit to an entity affiliated with ASB unless the affiliate is
31
engaged exclusively in activities which the Federal Reserve Board has determined
to be permissible for bank holding companies. There are also various other
restrictions which apply to loans and other transactions between ASB and certain
executive officers, directors and insiders of ASB. ASB is also barred from
making a purchase of or any investment in securities issued by an affiliate,
other than with respect to shares of a subsidiary of ASB.
FDIC Improvement Act of 1991 and Implementing Regulations
---------------------------------------------------------
The FDICIA, enacted on December 19, 1991, subjects the banking and thrift
industries to heightened regulation and supervision. The FDICIA makes a number
of reforms addressing the safety and soundness of the deposit insurance system,
supervision of domestic and foreign depository institutions and improvement of
accounting standards. The FDICIA also limits deposit insurance coverage,
implements changes in consumer protection laws and calls for least-cost
resolution and prompt corrective action with regard to troubled institutions.
Pursuant to FDICIA, the federal banking agencies have promulgated, or are in
the process of promulgating, regulations which may affect the operations of ASB
and its holding companies. Such regulations address, for example, standards for
safety and soundness, real estate lending, accounting and reporting,
transactions with affiliates, and loans to insiders. See also "Deposit
Insurance."
Prompt corrective action. FDICIA establishes a statutory framework that is
triggered by the capital level of a savings association and subjects it to
progressively more stringent restrictions and supervision as capital levels
decline. The OTS rules implement the system of prompt corrective action. In
particular, the rules define the relevant capital measures for the categories of
well-capitalized, adequately capitalized, under-capitalized, significantly
under-capitalized and critically under-capitalized.
A savings association that is under-capitalized or significantly under-
capitalized is subject to additional mandatory supervisory actions and a number
of discretionary actions if the OTS determines that any of the actions is
necessary to resolve the problems of the association at the least possible long-
term cost to the SAIF. A savings association that is critically under-
capitalized must be placed in conservatorship or receivership within 90 days,
unless the OTS and the FDIC concur that other action would be more appropriate.
Interest rates. FDIC regulations restrict the ability of financial
institutions that are not "well-capitalized" to offer interest rates on deposits
that are significantly higher than the rates offered by competing institutions.
To be a "well-capitalized" institution not subject to these interest rate
restrictions, an institution must have a "leverage ratio" of 5.0%, a "Tier-1
risk-based ratio" of 6%, a "total risk-based ratio" of 10% and not be in a
"troubled condition." As of December 31, 1994, ASB was "well-capitalized" with a
leverage ratio of 5.2%, a Tier-1 risk-based ratio of 11.0% and a total risk-
based ratio of 11.4%.
Qualified thrift lender test. The FDICIA amends the qualified thrift lender
(QTL) test provisions of FIRREA by reducing the percentage of assets thrifts
must maintain in housing-related loans and investments from 70% to 65%, and
changing the computation period to require that the percentage be reached on a
monthly average basis in nine out of the previous 12 months. A savings
association's QTL ratio was formerly measured on a daily or weekly basis.
Savings associations that fail to satisfy the QTL test by not holding the
required percentage of housing-related investments are subject to various
penalties, including limitations on their activities and restrictions on their
FHLB advances. Failure to satisfy the QTL test would also bring into operation
restrictions on the activities that may be engaged in by HEI, HEIDI and their
other subsidiaries and could effectively result in the required divestiture of
ASB. At all times during 1994, ASB was in compliance with the QTL test. See
"Holding company regulation."
Federal Home Loan Bank System
-----------------------------
ASB is a member of the FHLB System which consists of 12 regional FHLBs. The
FHLB System provides a central credit facility for member institutions. ASB, as
a member of the FHLB of Seattle, is required to own shares of capital stock in
the FHLB of Seattle in an amount equal to the greater of 1% of ASB's aggregate
unpaid residential loan principal at the beginning of each year, 0.3% of total
assets or 5% of FHLB advances outstanding. The FHLBs serve as the central
liquidity facilities for savings associations and resources of long-term funds
for financing housing. Long-term advances may only be made for the purpose of
providing funds for financing residential housing. Additionally, at such time as
an advance is made or renewed, it must be secured by collateral from one of the
following categories:
32
(1) fully disbursed, whole first mortgages on improved
residential property, or securities representing a whole interest in such
mortgages; (2) securities issued, insured or guaranteed by the U.S. Government
or any agency thereof; (3) FHLB deposits; and (4) other real estate-related
collateral that has a readily ascertainable value and with respect to which a
security interest can be perfected. The aggregate amount of outstanding advances
secured by such other real estate-related collateral may not exceed 30% of the
member's capital.
Other laws, regulations and proposed legislation
------------------------------------------------
Other laws. ASB is subject to federal and state consumer protection laws
which affect lending activities, such as the Truth-in-Lending Law, the Truth in
Savings Act, the Equal Credit Opportunity Act, the Real Estate Settlement
Procedures Act and several federal and state financial privacy acts. These laws
may provide for substantial penalties in the event of noncompliance. Management
of ASB believes that its lending activities are in compliance with these laws
and regulations.
The Community Reinvestment Act (CRA) was enacted by Congress in 1977 to ensure
that banks and thrifts help meet the credit needs of their communities,
including low- and moderate-income areas, consistent with safe and sound lending
practices. The OTS will consider ASB's CRA record in evaluating an application
for a new deposit facility, including the establishment of a branch, the
relocation of a branch or office, or the acquisition of an interest in another
bank or thrift. ASB received a CRA rating of "outstanding" as a result of its
last OTS examination.
The Reigle-Neal Interstate Banking and Branching Act of 1994 (Interstate
Banking Act) was signed into law on September 29, 1994. The Interstate Banking
Act generally permits bank holding companies to acquire banks in any state after
September 29, 1995, thereby creating a uniform system of interstate banking in
the United States. In addition, subject to certain limitations, the Interstate
Banking Act will permit interstate branching by U.S. banks, marking a major
departure from previous law. Beginning June 1, 1997, a bank will be permitted
to merge with another bank across state lines. Banks will also be permitted to
establish new branches in states where they do not own a deposit-taking
institution only when the host state's law expressly authorizes such branching
for all out-of-state banks. Although the Interstate Banking Act applies only to
banks, it could result in greater competitive pressures on savings associations
such as ASB.
Pending legislation. Bills are now pending or expected to be introduced in
the United States Congress that contain proposals for altering the structure,
regulation and competitive relationships of the nation's financial institutions.
If enacted into law, these pending bills could have the effect of increasing or
decreasing the cost of doing business, limiting or expanding permissible
activities, or affecting the competitive balance among banks, thrifts and other
financial institutions. Some of these bills would realign the structure and
jurisdiction of various financial institution regulatory agencies and the FHLB
system. Whether or in what form any such legislation may be adopted or the
extent to which the business of the Company or ASB might be affected thereby
cannot be predicted.
FREIGHT TRANSPORTATION REGULATION
The PUC has broad authority in its regulation of the intrastate business and
operations of YB. See "Other-Freight Transportation-Hawaiian Tug & Barge Corp.
and Young Brothers, Limited." In particular, the PUC has the authority to review
and modify YB's intrastate rates and charges under the Hawaii Water Carrier Act.
In all rate proceedings under such act, YB has the burden of proving the
reasonableness of expenditures, contracts, leases, or other transactions. An
adverse decision or policy adopted by the PUC could have a material effect on
the financial condition or results of operations of YB.
33
ENVIRONMENTAL REGULATION
HEI and its subsidiaries are subject to federal and state statutes and
governmental regulations pertaining to water quality, air quality and other
environmental factors.
Water Quality Controls. As part of the process of generating electricity,
water used for condenser cooling of the electric utility subsidiaries' steam
electric generating stations is discharged into ocean waters or into underground
injection wells. The subsidiaries are required periodically to obtain permits
from the Hawaii Department of Health (DOH) in order to be allowed to discharge
the water. The electric utility subsidiaries must obtain National Pollutant
Discharge Elimination System (NPDES) permits from the DOH to allow wastewater
discharges into ocean waters for each of five generating stations (three at HECO
and one each at MECO and HELCO) and Underground Injection Control (UIC) permits
for wastewater discharge to underground injection wells for several HELCO
facilities and one MECO facility.
During 1993 and 1994, applications were submitted to the DOH for the renewal
of NPDES permits for the five generating stations. Existing NPDES permits for
all facilities have expired, but have been administratively extended until such
time as DOH can issue new permits. All facilities will continue to operate in
compliance with existing permit requirements until new NPDES permits are issued.
The DOH has prepared draft NPDES permits for three generating stations.
A new demineralizer system was installed at the Kahe Generating Station to
supplement the existing flash evaporator system and provide the facility with a
more reliable and higher capacity source of high quality boiler makeup water.
Commercial operation of the new demineralizer system commenced in December 1994.
An application to revise the existing NPDES permit to include demineralizer
system wastewater was submitted to the DOH in May 1993. The DOH consolidated
this application review with its review of the Kahe NPDES permit renewal
application, which was submitted in December 1993. The DOH recognized this
facility modification in its recently completed draft NPDES permit. Although the
DOH was not able to issue the final permit in time for the start of
demineralizer system discharges, it did allow operations to start.
The EPA promulgated new NPDES storm water discharge regulations in November
1990 and the DOH finalized its administrative rules in October 1992. New storm
water discharge permits are required for electric utility storm water that is
discharged to: existing NPDES-permitted outfalls, separate storm water
conveyances that discharge directly to navigable waters and municipal storm
sewer systems. Facilities with storm water discharges to existing NPDES-
permitted outfalls were not required to reapply for a new NPDES permit until
existing permits expire. Three HECO generating stations and one MECO generating
station discharge storm water to NPDES-permitted outfalls. These four facilities
have included required storm water information in the most recent NPDES permit
renewal application. For storm water discharged to separate storm water
conveyances, Notice of Intent (NOI) Applications for General Permits were
submitted to the DOH in April 1993 for the HECO facilities. The DOH issued
Notices of General Permit Coverage (NGPC) for the HECO facilities in 1994. In
September 1994, the DOH determined that MECO's Maalaea facility requires a NPDES
permit. A storm water permit application is currently being finalized by MECO's
consultant. Completed storm water pollution control plans were submitted to the
DOH in September 1994 for two HECO facilities. The DOH will be incorporating
NGPC storm water permitting requirements into new facility NPDES permits
(mentioned earlier) which are expected to be issued in early 1995. The DOH also
promulgated regulations that require storm water runoff and dewatering permits
for construction-related projects. These new construction related permits
require discharge monitoring and implementation of best management practices
during construction activities to comply with state water quality standards. To
date, HECO has submitted several NOIs for both construction storm water
discharge permits and dewatering permits. HECO is also working cooperatively
with the City & County Department of Public Works to obtain a blanket NPDES
permit to discharge water removed from utility manholes into Municipal storm
drain systems.
In 1990 and 1991, HELCO reapplied for UIC permits at four affected facilities
and applied for new UIC permits for seven existing but previously unregistered
wells. To date, the DOH has issued new UIC permits for all dry wells, cesspools
and injection wells, with the exception of one injection well at the Puna plant.
Because the DOH is still processing the Puna UIC permit application, the
facility's injection well continues to operate under an administrative extension
of the previous permit. A consultant was hired to conduct semiannual well status
monitoring and reporting for all cesspools and injection wells, which commenced
in December 1994. While compiling information in response to an earlier DOH
34
request for additional facility and injection well information, HECO discovered
that a drainage well had been modified in June 1993 without providing required
notification to the DOH. In July 1994, HECO notified the DOH of the drainage
well modification and the DOH issued a notice of apparent violation for failing
to provide advance notice of the well modification in August 1994. In October
1994, the DOH submitted a follow up letter requesting information related to the
drainage well modification. HECO submitted a response to the DOH in January 1995
and is currently awaiting feedback from the DOH.
In April 1993, HELCO received DOH approvals to construct an injection well and
backup well, respectively, at its Keahole power plant. Well construction and
testing were completed in December 1993. A well certification report was
submitted to DOH in November 1994 to complete the final application for a UIC
permit to operate (PTO). A UIC PTO is expected to be issued. On November 30,
1993, HECO notified the DOH that its consultant's drilling subcontractor had to
abandon well No. 2 (i.e., due to the loss of a bailer in the well) and had
started construction of a replacement well. HECO has since been providing well
abandonment information to the DOH. In a May 19, 1994 letter, the DOH notified
HELCO of two apparent violations of DOH UIC rules for failure to obtain DOH
approval to construct a replacement well for well No. 2 and to submit an
injection well abandonment application for the well. A well abandonment summary
report (prepared by Stone & Webster Engineering Corporation) was submitted to
DOH in June 1994. In August 1994, the DOH issued a conditional acceptance of the
injection well abandonment. The abandoned well was surveyed, mapped and
permanently marked in accordance with the DOH's list of conditions. Due to the
proposed addition of generating units at MECO's Maalaea Generating Station, a
UIC permit application was submitted to the DOH in September 1994 to install
another injection well system to handle wastestreams that might be generated
from the new generating units. The DOH issued MECO approval to construct the new
wells in December 1994.
In August 1993, MECO and HELCO were informed by the EPA that federal UIC
permits would be required for all existing and proposed injection wells. Under
the most recent agreement between the EPA and DOH, the EPA will allow the DOH to
continue operation of its state UIC permit program. Hence, all affected
injection wells (including dry wells) will be regulated by both federal and
state UIC permits. The EPA issued UIC permit applications to MECO and HELCO
facilities in January 1994. Completed UIC applications were submitted to the EPA
in July 1994. The EPA is currently processing the applications and requested
additional information for several injection wells. HECO submitted a response to
the EPA's questions on one injection well in October 1994 and is preparing
responses to questions on the other facilities. A UIC application was prepared
for the proposed addition of another injection well system at Maalaea and
submitted to the EPA in November 1994.
The Federal Oil Pollution Act of 1990 (OPA) governs actual or threatened oil
releases in navigable U.S. waters (inland waters and up to three miles offshore)
and waters of the U.S.' exclusive economic zone (up to 200 miles to sea from the
shoreline). Responsible parties under OPA are jointly, severally and strictly
liable for oil removal costs incurred by the federal government or the state and
damages to natural resources and real or personal property. Responsible parties
include vessel owners and operators. OPA imposes fines and jail terms ranging in
severity depending on how the release was caused. OPA also requires that
responsible parties submit certificates of financial responsibility sufficient
to meet the responsible party's maximum limited liability. Protection and
Indemnity Insurance Clubs (mutual insurance pools) have refused to issue these
certificates because OPA provides for direct liability against guarantors. The
Coast Guard is in the process of addressing this particular issue and adopting
regulations implementing OPA. However, the Coast Guard did issue interim
guidelines in September 1992, which included the requirement that a spill
response plan be submitted by February 18, 1993, and be finalized by August 18,
1993. The EPA and Department of Transportation (DOT) also have similar
requirements for submission of spill response plans. The EPA issued its proposed
rules and guidelines on this matter in February 1993. With HTB exiting the fuel
transportation business at the end of 1993, the Company's freight transportation
operations subject the Company to significantly lessened environmental risks.
HTB's fuel and lubricating oil and the other cargo carried in its barges may be
accidentally discharged into ocean waters causing a pollution hazard, but the
quantities carried do not pose a major environmental hazard. HTB and YB
employees are trained to respond to oil or other spills that occur. The
utilities filed preliminary plans on February 18, 1993 with regard to the
following facilities: to the Coast Guard for the Kahului Harbor terminaling
facility and pipeline; to the EPA for the Honolulu, Waiau, Kahe, Shipman and
Kahului power plants, the Iwilei Tank Farm, and the Ward Avenue facility; and to
the DOT for the pipeline between Honolulu power plant and the Iwilei Tank Farm
and between the Chevron Tank Farm in Hilo and the Shipman and Hill power plants,
respectively. The EPA, DOT
35
and U.S. Coast Guard promulgated regulations implementing OPA in July 1994,
January 1993 and February 1993, respectively.
The utilities have revised or are revising their preliminary response plans to
address the recent rules promulgated by the regulatory agencies.
Air Quality Controls. The generation stations of the utility subsidiaries
operate under air pollution control permits issued by the DOH and, in a limited
number of cases, by the EPA. The entire electric utility industry is being
affected by the 1990 Amendments to the Clean Air Act. Hawaii utilities may be
affected by the air toxics provisions (Title III) when the Maximum Allowable
Control Technology (MACT) emission standards are proposed for generation units.
Hawaii utilities are affected by the operating permit provisions (Title V). The
DOH adopted implementing regulations on November 26, 1993 which require
submission of permit applications for existing sources during 1994. All
applications have been filed as required. Results of further air quality
analyses could trigger requirements to mitigate emission impacts. Reports on
emissions of air toxics could trigger requirements to conduct risk assessments.
Hawaii utilities are also affected by the enforcement provisions (Title VII)
which require the EPA to promulgate new regulations which mandate "enhanced
monitoring" of emissions from many generation units. In response, the EPA
proposed rules on October 1, 1993 which allow for cost effective alternatives to
costly continuous emission monitoring systems. The EPA is expected to finalize
the proposal in 1995.
On November 1, 1989, the DOH issued a Notice and Finding of Violation and
Order indicating that Maalaea units X-1 and X-2 had exceeded operating
limitations of 12 hours per day at various times in 1988. These incidents
resulted from unscheduled unit outages and resulted in no net increase in
emissions by MECO. Subsequently, MECO took both structural and procedural steps
to preclude future violations. An application for a permit modification was
submitted to the EPA, revising the operating hour limitation to annual rather
than daily. Approval was received from the EPA in July 1992. Settlement
discussions have been unsuccessful to date. The DOH is now expected to set a
hearing on the Notice of Violation. Units X-1 and X-2 continue to operate in
compliance with the revised permit.
Initial source tests for HELCO's CT-2 generating unit in December 1989
indicated particulate emissions above permitted levels. Subsequent retesting
confirmed earlier results. Following analysis, HECO (on behalf of HELCO)
proposed in November 1990 that the permitted particulate limit be increased. By
letter dated April 13, 1992, the EPA concurred that revision is warranted. HECO
and HELCO worked with the DOH, the manufacturer and a consultant to determine an
appropriate new emission limit for particulates as well as oxides of nitrogen. A
comprehensive emission test program has been completed and on April 14, 1994, a
final report was submitted to the DOH for its review. On May 5, 1994, a petition
was submitted to the DOH to revise NOx limits, and an application to revise the
particulate limit was submitted to the DOH on August 30, 1994. The DOH had
issued a notice of violation on August 17, 1992 for the non-complying emissions.
In accordance with discussions with the DOH, CT-2 continues to operate pending
issuance of the revised permit.
Emission tests conducted by MECO in January 1992 on the six diesel units at
Miki Basin, Lanai were consistent with earlier indications that emissions were
above permit limits. Those tests results were submitted to the DOH. After unit
adjustments and improvements in measurements of hourly fuel usage, additional
tests were conducted in July and September 1993 which indicated that all six
units are in compliance with permit limits. A report on these tests was
submitted to the DOH. After reviewing the report, the DOH concluded in a letter
dated December 13, 1993 that all six units are operating in compliance with
permit limits. The DOH will determine what action, if any, would be appropriate
for the previous indications of violation.
A Notice and Finding of Violation and Order was issued by the DOH to HELCO on
July 8, 1993 for excessive visible emissions from Shipman Unit 1 on September
23, 1991 and on January 31, 1992. The DOH ordered HELCO to come into compliance.
HELCO's written response to the DOH dated July 29, 1993 stated that HELCO had
come into compliance and identified the cause of the problem as corroded air
heater tubes that were replaced in February 1993. The repairs were necessarily
delayed for approximately one year until there was sufficient island-wide
generation to allow Unit 1 to be shutdown. No further action has been required
by the DOH.
36
Hazardous Waste and Toxic Substances Controls. The operations of the electric
utility and freight transportation subsidiaries are subject to regulations
promulgated by the EPA to implement the provisions of the Resource Conservation
and Recovery Act (RCRA), the Superfund Amendments and Reauthorization Act (SARA)
and the Toxic Substances Control Act (TSCA). The DOH has been working towards
obtaining primacy to operate state authorized RCRA (hazardous waste) programs.
The DOH finalized RCRA administrative rules in mid-June 1994, with the rules
becoming effective on June 18, 1994. The DOH's draft state Environmental
Response Law rules were just released.
Whether on a federal or state level, RCRA provisions identify certain wastes
as hazardous and set forth measures that must be taken in the transportation,
storage, treatment and disposal of these wastes. Some of the wastes generated at
steam electric generating stations possess characteristics which make them
subject to these EPA regulations. Since October 1986, all HECO generating
stations have operated RCRA-exempt wastewater treatment units to treat
potentially regulated wastes from occasional boiler waterside and fireside
cleaning operations. Steam generating stations at MECO and HELCO also operate
similar RCRA-exempt wastewater management systems. In March 1990, the EPA
changed RCRA testing requirements used to characterize a waste as hazardous
which potentially affected the hazardous waste generating status of all
facilities. A new and more stringent Toxicity Characteristic Leaching Procedure
(TCLP) replaced the former Extraction Procedure (EP) toxicity test and included
additional testing requirements for 25 organic compounds. HECO's continuing
program to re-characterize all HECO, MECO and HELCO wastestreams using the TCLP
test has demonstrated the adequacy of the existing treatment systems and
identified other potential compliance requirements. Waste recharacterization
studies indicate that treatment facility wastestreams are nonhazardous and no
change in RCRA generator status is required.
MECO reported that the Maui County landfills will no longer accept wet sludge
from its wastewater treatment operations at the Kahului power plant. Because
MECO needed to remove sludge from the wastewater ponds to make room for a
forthcoming unit overhaul, arrangements were made with the municipal government
to have the nonhazardous sludge accepted at the County's composting station. On
January 28, 1994, a MECO contractor removed the sludge from the wastewater ponds
for transport to the County's composting station. The composting station was
closed upon arrival and the contractor was instructed to return to the Kahului
plant to wait until the composting station reopened. Through a series of verbal
contacts, the contractor made arrangements to discharge the load to the County's
sewage treatment plant in Kahului. Upon learning of the contractor's action,
MECO management contacted the Maui County Wastewater Treatment Branch to notify
them of the discharge to the sewage treatment facility. The current status of
Maui County's investigation of the sludge discharge is unknown.
The RCRA still regulates most generating stations as RCRA small quantity
generators (SQGs). All facilities listed with the DOH and EPA as SQGs are
believed to be in compliance with RCRA requirements. In July 1994, the DOH
conducted hazardous waste compliance evaluation inspections at MECO's Kahului
and Maalaea power plants to review facility status as SQGs. On October 20, 1994,
the DOH issued warning letters and inspection reports to the Kahului and Maalaea
facilities. Potential RCRA violations and areas of concern were listed for both
facilities. HECO submitted responses to the DOH on December 5, 1994, contesting
most of the potential violations cited by the DOH. With the exception of some
solvent handling concerns, which have been corrected, all other areas of DOH
concern were not RCRA hazardous waste violations. HECO is currently awaiting
DOH's follow up.
RCRA underground storage tank (UST) regulations require all facilities with
USTs used to store petroleum products to comply with costly leak detection,
spill prevention and new tank standard retrofit requirements within a specified
compliance period based on tank age. HECO and MECO initiated tank replacement
programs in 1989 due to the age of their existing tanks. MECO currently operates
a single UST in compliance with DOH and EPA standards. HECO completed tank
removal and replacement projects at all its facilities in 1992. HELCO initiated
and completed tank upgrades in 1992. In June 1994, the DOH requested that HELCO
certify compliance with Federal release detection requirements for UST systems.
Subsequent review of tank upgrades and leak detection systems revealed that
HELCO was not in full compliance with piping monitoring requirements at the Kona
and Waimea operation centers. In September 1994, self-certification statements
were submitted to the DOH indicating that HELCO was in compliance with leak
detection requirements for the Kanoelehua Operations Center UST system, but not
the Kona and Waimea UST systems. The self-certification forms provided the DOH
with a schedule for corrective measures which were completed on September 21,
1994. After conducting a UST leak detection compliance inspection at HECO's Ward
Avenue Complex in July 1994, the DOH
37
issued an August 1, 1994 Warning Letter for deficiencies identified during the
inspection. HECO submitted a completed "Verification of Compliance Status" form
to the DOH on September 12, 1994. The response letter indicated that all UST
leak detection compliance deficiencies cited in the Warning Letter had been
corrected.
The Emergency Planning and Community Right-to-Know Act (EPCRA) under SARA
Title III requires HECO, MECO and HELCO to report hazardous chemicals present in
their facilities in order to provide the public with information on these
chemicals so that emergency procedures can be established to protect the public
in the event of hazardous chemical releases. HECO has six facilities, MECO five
facilities and HELCO seven facilities that qualify as "reporting facilities"
under EPCRA. All HECO, MECO and HELCO facilities are in compliance with
applicable reporting requirements, which are made annually to the State
Emergency Planning Commission, the Local Emergency Planning Committee and local
fire departments.
The TSCA regulations specify procedures for the handling and disposal of
polychlorinated biphenyl (PCB), a compound found in transformer and capacitor
dielectric fluids. HECO and its subsidiaries have instituted procedures to
monitor compliance with these regulations. In addition, HECO has implemented a
program to identify and replace PCB transformers and capacitors in the HECO
system. All HECO, MECO and HELCO facilities are currently believed to be in
compliance with PCB regulations. In December 1994, the EPA published in the
Federal Register a Proposed Rule to amend PCB disposal regulations and HECO is
currently reviewing the proposed rules to determine potential impacts on utility
operations.
By letter dated August 21, 1992 the EPA provided MECO with a notice of
potential liability and request for information relating to a federal Superfund
(CERCLA) closure investigation at the North American Environmental, Inc. (NAE)
storage facility in Clearfield, Utah. MECO was identified by the EPA as a
potentially responsible party for three PCB capacitors originally contracted for
disposal by Westinghouse. Although Westinghouse has already disposed of the
capacitors, MECO was obligated to comply with the information requests attached
to the EPA notice. A preliminary response to the EPA's information request was
submitted to the EPA on October 5, 1992. MECO has since received confirmation
from Westinghouse that the three capacitors were removed from the NAE facility
and incinerated at Aptus (an EPA-approved facility in Kansas) on September 16,
1992. By letter dated December 2, 1992, the EPA notified MECO that a draft
Administrative Order on Consent for the cleanup of the NAE facility had been
sent to potentially responsible parties that have waste remaining at the NAE
site and to parties that have expressed a desire to participate in the cleanup.
MECO did not receive a draft Administrative Order on Consent because the three
PCB capacitors were removed from the NAE facility and incinerated. However, the
EPA has not made final determinations regarding individual liability for cleanup
of the NAE facility. By letter dated February 8, 1993, Westinghouse confirmed
that it would indemnify MECO pursuant to its contract for this matter.
The state Environmental Response Law (ERL), as amended, governs releases of
hazardous substances, including oil, in areas within the state's jurisdiction.
Responsible parties under the state ERL are jointly, severally and strictly
liable for a release of a hazardous substance into the environment. Responsible
parties include owners or operators of a facility where a hazardous substance
comes to be located and any person who at the time of disposal of the hazardous
substance owned or operated any facility at which such hazardous substance was
disposed. The DOH has drafted regulations implementing the state ERL. An area of
potential exposure to liability under the state ERL is the release of oil from
fuel storage tanks.
By letters dated in January and February 1995, the DOH advised HECO, HTB, YB
and others that the DOH was conducting an investigation to determine the nature
and extent of actual or potential releases of hazardous substances, oil,
pollutants or contaminants at or near Honolulu Harbor. The DOH letter to HECO
requested information regarding past hazardous substances and oil spills that
may have occurred at HECO's Honolulu Power Plant and nearby fuel storage and
pipeline facilities, which are located near Honolulu Harbor. HECO is presently
working on its response to the DOH letter. The DOH letters to HTB/YB requested
information regarding past hazardous substances and oil spills that may have
occurred at Pier 21 and Piers 24-29 in Honolulu Harbor. HTB/YB have provided
responses to the DOH letters.
38
By letter dated December 15, 1994, the DOH advised MECO that the DOH was
conducting an investigation to determine the nature and extent of actual or
potential releases of hazardous substances, oil, pollutants or contaminants at
Kaunakakai, Molokai, Hawaii. The DOH letter requested information regarding past
hazardous substances and oil spills that may have occurred in the area of a
former Molokai Electric Company Limited's (MOECO) Power Plant site which had
been located at Kaunakakai. Operations at this MOECO power plant were terminated
in 1985, prior to MECO acquiring MOECO in 1989. In February 1995, HECO filed its
initial response to the DOH's request for information, and filed additional
information in March 1995. The DOH has not replied to the information filed by
HECO.
Both HTB and YB generate small quantities of hazardous wastes as a result of
operations and equipment maintenance activities and have contracted with a firm
to dispose of these wastes in compliance with the EPA regulations and the RCRA
provisions. YB, as a public carrier, also moves hazardous wastes and explosives
for customers. Employees are trained in the applicable handling methods to
assist in the safe movement of these cargoes. Both HTB and YB are subject to the
jurisdiction of the U.S. Coast Guard which monitors ocean activities to ensure
compliance with federal regulations.
Finally, ASB may be subject to the provisions of the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) and regulations
promulgated thereunder. CERCLA imposes liability for environmental cleanup costs
on certain categories of responsible parties, including the current owner and
operator of a facility and prior owners or operators who owned or operated the
facility at the time the hazardous substances were released or disposed. CERCLA
exempts persons whose indicia of ownership in a facility are held primarily to
protect a security interest, provided that they do not participate in the
management of the facility.
The EPA promulgated a final rule, effective as of April 29, 1992, to clarify
circumstances under which lenders are exempt from liability under CERCLA. The
EPA final rule addresses the activities of the holder of a security interest
that will and will not trigger liability as "participation in management."
However, the U.S. Court of Appeals for the District of Columbia Circuit vacated
the EPA final rule in February 1994, finding that the EPA had no authority to
issue a rule defining the scope of the CERCLA exemption from liability for
secured creditors. It is possible that a petition for rehearing may be filed, or
that the U.S. Congress may enact legislation addressing this matter. Although
there may be some danger for ASB of liability for environmental cleanup costs,
the Company believes the danger is not as great for ASB, which specializes in
residential lending, as it may be for other depository institutions which have a
larger portfolio of commercial loans.
AMERICANS WITH DISABILITIES ACT
HEI and its subsidiaries are subject to the Americans with Disabilities Act
(ADA), a comprehensive federal law intended to eliminate discrimination against
individuals with disabilities. Several titles of the ADA are applicable to the
Company including Title I, Employment, and Title III, Public Accommodations and
Services Operated by Private Entities.
HEI and its subsidiaries believe they are in compliance with both Title I and
Title III of the ADA. The eventual cost of such compliance activities is not
expected to have a material effect on the financial condition or results of
operations of the Company or HECO and its subsidiaries.
39
RATING AGENCIES' ACTIONS
As of March 21, 1995, the Standard & Poor's (S&P), Moody's Investors Service
(Moody's) and Duff & Phelps Credit Rating Co.'s (Duff & Phelps) ratings of HEI's
and HECO's securities were as follows:
S&P Moody's Duff & Phelps
--------------------------------------------------------------
HEI
---
Medium-term notes BBB Baa2 BBB+
Commercial paper A-2 P-2 Duff 2
HECO
----
First mortgage bonds BBB+ A3 A
Unsecured notes BBB Baa1 A-
Cumulative preferred stock BBB baa1 BBB+
Commercial paper A-2 P-2 Duff 1-
The Company has been informed by such rating agencies that each of the ratings
referenced above is within a category that signifies "investment grade."
However, each such rating reflects only the view of the applicable rating agency
at the time the rating is issued, from whom an explanation of the significance
of such ratings may be obtained. Each rating should be evaluated independently
of any other rating. There is no assurance that any such credit rating will
remain in effect for any given period of time or that such rating will not be
lowered, suspended or withdrawn entirely by the applicable rating agency if, in
such rating agency's judgment, circumstances so warrant. Any such lowering,
suspension or withdrawal of any rating may have an adverse effect on the market
price or marketability of HEI's and/or HECO's securities and serve to increase
the cost of capital of HEI and HECO.
In January 1995, S&P revised its ratings outlook on HEI and HECO to "stable"
from "negative" citing recent PUC decisions which demonstrate a continuing trend
of regulatory support for the electric utility subsidiaries' heavy construction
program and HEI's commitment to a well balanced capital structure. Neither HEI
nor HECO management can predict with certainty future rating agency actions or
their effects on the future cost of capital of HEI or HECO.
RESEARCH AND DEVELOPMENT
HECO and its subsidiaries spent approximately $2.4 million, $2.3 million and
$2.3 million in 1994, 1993 and 1992, respectively, on research and development.
Contributions to the Electric Power Research Institute accounted for most of the
expenditures. Expenditures were also made in the areas of energy conservation,
environmental control, emissions control and for other similar studies relative
to technologies with the potential of being specifically applicable to HECO and
its subsidiaries.
EMPLOYEE RELATIONS
At December 31, 1994, the Company's continuing operations had 3,386 full-time
and part-time employees, compared with 3,399 at December 31, 1993.
HECO
At December 31, 1994, HECO and its subsidiaries had 2,219 employees, compared
with 2,226 employees at December 31, 1993.
The current collective bargaining agreement between the International
Brotherhood of Electrical Workers (IBEW), Local 1260, and HECO, MECO and HELCO,
covering approximately 63% of the total employees of these companies, covers a
four-year period from November 1, 1992 through October 31, 1996. The contract
provides for noncompounded wage increases of 4.25% on November 1 of each year
during the term of the agreement. The "Flexible Work Hours/Week Schedule" was
the major work rule added to the current contract.
In 1992, the benefits agreement between IBEW Local 1260 and HECO, MECO and
HELCO was modified, and the current agreement will be in effect until October
31, 1996. Revisions were made to the medical plans and postretirement benefits.
40
HTB
HTB has a collective bargaining agreement with the Inlandboatmen's Union of
the Pacific (IBU) effective from July 26, 1990 through July 25, 1995. An 8%
across-the-board wage increase (with further adjustments for licensed seamen and
journeymen craftsmen) was effective for the first year. From July 26, 1991
through July 25, 1995, the agreement specifies annual increases of 4%. The
agreement covers all employees of HTB employed on ocean and harbor tugs and all
dispatchers, but excludes office clerical employees, confidential employees,
professional and management employees, guards and watchmen.
YB has a collective bargaining agreement covering the period of July 1, 1993
through June 30, 1996 with the International Longshoremen's and Warehousemen's
Union, Hawaii Division, Local 142. The agreement was ratified on December 23,
1994 after eight months of negotiation. The agreement covers all full-time and
part-time receiving and delivery clerks working on the docks loading and
discharging vessels, all maintenance personnel, documentation clerks and
customer service representatives employed by YB in the state. The agreement
excludes confidential employees, professional employees, supervisory employees,
guards and other clerical personnel. The agreement generally provides for a per
hour across-the-board wage increase of 40 cents (1.8% to 3.8%) in July 1993, 20
cents (0.9% to 1.5%) in January 1994, 55 cents (2.3% to 4.1%) in July 1994 and
65 cents (2.7% to 4.6%) in July 1995.
On June 1, 1991, HTB transferred four tugs and vessel personnel to YB. YB has
a "Letter of Understanding" with the IBU, dated September 17, 1991, which agrees
to honor the appropriate provisions agreed upon in HTB's collective bargaining
agreement, which runs through July 25, 1995, as to the transferred personnel.
OTHER
The employees of HEI and its direct and indirect subsidiaries are not covered
by any collective bargaining agreement, except as identified above.
41
ITEM 2. PROPERTIES
HEI leases 15,931 square feet of office space in downtown Honolulu. The leases
expire at various dates from March 31, 1996 to April 30, 1999 (with an option
for HEI to extend one of the leases on most of the office space to March 31,
2001). HEI also leases 9,667 square feet of office space from HECO in downtown
Honolulu. The properties of HEI's subsidiaries are as follows:
ELECTRIC UTILITY
See page 4 for the "Generation statistics" of HECO and its subsidiaries, such
as generating and firm purchased capability, reserve margin and annual load
factor.
HECO owns and operates three generating plants on the island of Oahu at
----
Honolulu, Waiau and Kahe, with an aggregate generating capability of 1,263 MW at
December 31, 1994. The three plants are situated on HECO-owned land having a
combined area of 535 acres. In addition, HECO owns a total of 123 acres of land
on which are located substations, transformer vault sites, distribution base
yards and the Kalaeloa cogeneration facility site.
Electric lines are located over or under public and nonpublic properties. Most
of HECO's leases, easements and licenses have been recorded.
HECO owns overhead transmission lines, overhead distribution lines,
underground cables, fully-owned or jointly-owned poles and steel or aluminum
high voltage transmission towers. The transmission system operates at 46,000 and
138,000 volts. The total capacity of HECO's transmission and distribution
substations was 5,673,000 kilovoltamperes at December 31, 1994.
HECO owns a building and approximately 11.5 acres of land located in Honolulu
which houses its operating, engineering and information services departments and
a warehousing center. It also leases an office building and certain office
spaces in Honolulu. The lease for the office building expires in November 2002,
with an option to further extend the lease to November 2012. The leases for
certain office spaces expire on various dates through November 30, 2004 with
options to extend to various dates through November 30, 2014.
HECO owns 19.2 acres of land at Barbers Point used to situate fuel oil storage
facilities with a combined capacity of 970,700 barrels. HECO also owns fuel oil
tanks at each plant site with a total maximum usable capacity of 915,400
barrels.
The properties of HECO are subject to a first mortgage securing HECO's
outstanding first mortgage bonds.
On December 20, 1989, HECO applied to the PUC for the approval of the sale to
Malama Waterfront Corp. and leaseback of the Honolulu Power Plant and Iwilei
tank farm, the approval of the transfer values and the approval of the
accounting and rate-making treatments thereof. Prior to the PUC rendering a
decision on this application, HECO determined that changing conditions altered
the economics of the proposed sale such that a later retirement of the Honolulu
Power Plant may be more favorable. HECO then withdrew its application for the
sale and leaseback of the plant in July 1993.
A brief description of the properties of HECO's two electric utility
subsidiaries follows:
MECO owns and operates two generating plants on the island of Maui, at Kahului
----
and Maalaea, with an aggregate capability of 201.3 MW. The plants are situated
on MECO-owned land having a combined area of 28.6 acres. MECO also owns fuel oil
storage facilities at these sites with an aggregate maximum usable storage
capacity of 145,300 barrels.
MECO's administrative offices and engineering and distribution departments are
located on 9.1 acres of MECO-owned land in Kahului.
MECO also owns and operates smaller distribution and generation systems on the
islands of Lanai and Molokai.
The properties of MECO are subject to a first mortgage securing MECO's
outstanding first mortgage bonds.
HELCO owns and operates five generating plants on the island of Hawaii. These
-----
plants at Hilo (2), Waimea, Kona and Puna have an aggregate generating
capability of 154.6 MW (excluding two small run-of-river hydro units). The
plants are situated on HELCO-owned land having a combined area of
42
approximately 43 acres. HELCO owns 6.0 acres of land in Kona, which are used for
a baseyard, and it leases 4.0 acres of land for its baseyard in Hilo. The lease
expires in 2030. The deeds to the sites located in Hilo contain certain
restrictions which do not materially interfere with the use of the sites for
public utility purposes.
The properties of HELCO are subject to a first mortgage securing HELCO's
outstanding first mortgage bonds.
SAVINGS BANK
ASB owns its executive office building located in downtown Honolulu and land
---
and an office building in the Mililani Technology Park on Oahu.
The following table sets forth certain information with respect to branches
owned and leased by ASB and its subsidiaries at December 31, 1994.
Number of branches
-------------------------
Owned Leased Total
----- ------ -----
Oahu 5 24 29
Maui 3 3 6
Kauai 3 1 4
Hawaii 2 4 6
Molokai -- 1 1
-- -- --
13 33 46
== == ==
The net book value of branches and office facilities is approximately $39
million. Of this amount, $32 million represents the net book value of the land
and improvements for the branches and office facilities owned by ASB and $7
million represents the net book value of ASB's leasehold improvements.
OTHER
FREIGHT TRANSPORTATION
----------------------
HTB owned seven tugboats ranging from 1,430 to 2,668 HP, two tenders of 500 HP
and two flatdecked barges as of December 31, 1994.
HTB owns no real property, but rents on a month-to-month basis its pier
property used in its operations from the State of Hawaii under a revocable
permit.
YB, HTB's subsidiary, owned four tugboats, two doubledecked and six flatdecked
barges and most of its shoreside equipment, including 20-foot containers,
chassis, 20-foot and 40-foot refrigerated containers, container vans, hi-lifts,
flatracks, automobile racks and other related equipment as of December 31, 1994.
YB has three-year leases expiring at various dates in 1995 through 1996 for
shoreside equipment (containers, flatracks and chassis) at a monthly cost of
approximately $18,100.
YB owns no real property, but rents on a month-to-month basis or leases
various pier property and warehouse facilities from the State of Hawaii under a
revocable permit, or under a five-year lease. All lease terms began on January
1, 1992. It is expected that expiring leases will be renewed as necessary.
REAL ESTATE DEVELOPMENT
-----------------------
MPC. See Item 1, "Business-Other-Real estate-Malama Pacific Corp."
---
OTHER
-----
HEIIC. See Item 1, "Business-Other-HEI Investment Corp."
-----
LVI operates a windfarm on the island of Hawaii with a generating capability
of 1.25 MW. LVI leases 78 acres of land for its windfarm.
As of March 21, 1995, PECS owns no real property.
43
ITEM 3. LEGAL PROCEEDINGS
Except as provided for below and in "Item 1. Business," there are no known
pending legal proceedings, other than ordinary routine litigation incidental to
their respective businesses, to which HEI or any of its subsidiaries is a party
or of which any of their property is the subject.
DISCONTINUED OPERATIONS
See "The Hawaiian Insurance & Guaranty Company, Limited" in Note 2 to HEI's
Consolidated Financial Statements, incorporated herein by reference to pages 46
to 47 of HEI's 1994 Annual Report to Stockholders, portions of which are filed
herein as HEI Exhibit 13(a).
HECO POWER OUTAGE
See "HECO power outage" in Note 4 to HEI's Consolidated Financial Statements,
incorporated herein by reference to page 51 of HEI's 1994 Annual Report to
Stockholders, portions of which are filed herein as HEI Exhibit 13(a).
HELCO RELIABILITY INVESTIGATION
See "HELCO reliability investigation" in Note 4 to HEI's Consolidated
Financial Statements, incorporated herein by reference to page 50 of HEI's 1994
Annual Report to Stockholders, portions of which are filed herein as HEI Exhibit
13(a).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
HEI AND HECO:
During the fourth quarter of 1994, no matters were submitted to a vote of
security holders of the Registrants.
EXECUTIVE OFFICERS OF HEI
The following persons are, or may be deemed, executive officers of HEI. Their
ages are given as of February 28, 1995 and their years of company service are
given as of December 31, 1994. Officers are appointed to serve until the meeting
of the Board of Directors following the next Annual Meeting of Stockholders
(which will occur on April 25, 1995) and/or until their successors have been
appointed and qualified (or until their earlier resignation or removal). Company
service includes service with an HEI subsidiary.
Business
experience for past
HEI Executive Officers five years
---------------------------------------------------------------------------
Robert F. Clarke, age 52
President and Chief Executive Officer 1/91 to date
Group Vice President - Diversified
Companies 5/88 to 12/90
Director 4/89 to date
(Company service: 7 years)
Harwood D. Williamson, age 63
Senior Vice President 2/95 to date
Group Vice President - Utility
companies 5/88 to 6/94
Director 4/85 to date
(Company service: 38 years)
Robert F. Mougeot, age 52
Financial Vice President and Chief
Financial Officer 4/89 to date
(Company service: 6 years)
44
Business
experience for past
HEI Executive Officers (continued) five years
--------------------------------------------------------------------------------
Peter C. Lewis, age 60
Vice President - Administration 10/89 to date
(Company service: 26 years)
Charles F. Wall, age 55
Vice President and Corporate Information Officer 7/90 to date
(Company service: 4 years)
Charles F. Wall, prior to joining the Company, served as Director of
Information Management of GTE Hawaiian Tel from 1981 to 1990.
Andrew I. T. Chang, age 55
Vice President - Government Relations 4/91 to date
Manager, Government Relations 8/90 to 3/91
Manager, Government Relations, HECO 1/85 to 7/90
(Company service: 10 years)
Constance H. Lau, age 42
Treasurer 4/89 to date
(Company service: 10 years)
Curtis Y. Harada, age 39
Controller 1/91 to date
Auditor, HECO 7/89 to 1/91
(Company service: 5 years)
Betty Ann M. Splinter, age 49
Secretary 10/89 to date
(Company service: 20 years)
Wayne K. Minami, age 52
President and Chief Executive Officer,
American Savings Bank, F.S.B 1/87 to date
(Company service: 8 years)
HEI's executive officers, with the exception of Charles F. Wall and Andrew I. T.
Chang, are officers and/or directors of one or more of HEI's subsidiaries. Mr.
Minami is deemed an executive officer of HEI under the definition of Rule 3b-7.
There are no family relationships between any executive officer of HEI and any
other executive officer or director of HEI, or any arrangement or understanding
between any executive officer and any person pursuant to which the officer was
selected.
45
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
HEI:
The information required by this item is incorporated herein by reference to
pages 65 and 67 (Note 18, "Regulatory restrictions on net assets" and Note 21,
"Quarterly information (unaudited)," of the Notes to HEI's Consolidated
Financial Statements) and page 25 of HEI's 1994 Annual Report to Stockholders,
portions of which are filed herein as HEI Exhibit 13(a). Certain restrictions on
dividends and other distributions of HEI are described in "Item 1. Business--
Regulation and other matters--Restrictions on dividends and other
distributions." The total number of holders of record of HEI common stock as of
March 9, 1995, was 23,867.
HECO:
The information required with respect to "Market information" and "holders" is
not applicable. Since the corporate restructuring on July 1, 1983, all the
common stock of HECO has been held solely by its parent, HEI, and is not
publicly traded.
The dividends declared and paid on HECO's common stock for the four quarters of
1994 and 1993 were as follows:
Quarter ended 1994 1993
------------------------------------
March 31 $9,923,000 $6,649,000
June 30 1,330,000 3,731,000
September 30 7,594,000 8,233,000
December 31 9,664,000 7,274,000
The regulatory restrictions on net assets are incorporated herein by reference
to page 27 (Note 12 to HECO's Consolidated Financial Statements, "Regulatory
restrictions on distributions to parent") of HECO's 1994 Annual Report to
Stockholder, portions of which are filed herein as HECO Exhibit 13(b).
ITEM 6. SELECTED FINANCIAL DATA
HEI:
The information required by this item is incorporated herein by reference to
page 25 of HEI's 1994 Annual Report to Stockholders, portions of which are filed
herein as HEI Exhibit 13(a).
HECO:
The information required by this item is incorporated herein by reference to
page 2 of HECO's 1994 Annual Report to Stockholder, portions of which are filed
herein as HECO Exhibit 13(b).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HEI:
The information required by this item is incorporated herein by reference to
pages 27 to 38 of HEI's 1994 Annual Report to Stockholders, portions of which
are filed herein as HEI Exhibit 13(a).
HECO:
The information required by this item is incorporated herein by reference to
pages 3 to 10 of HECO's 1994 Annual Report to Stockholder, portions of which are
filed herein as HECO Exhibit 13(b).
46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HEI:
The information required by this item is incorporated herein by reference to the
section entitled "Segment financial information" on page 26 and to pages 40 to
67 of HEI's 1994 Annual Report to Stockholders, portions of which are filed
herein as HEI Exhibit 13(a).
HECO:
The information required by this item is incorporated herein by reference to
pages 11 to 30 of HECO's 1994 Annual Report to Stockholder, portions of which
are filed herein as HECO Exhibit 13(b).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
HEI and HECO:
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
HEI:
Information for this item concerning the executive officers of HEI is set forth
on pages 44 through 45 of this report. The list of current directors of HEI is
incorporated herein by reference to page 68 of HEI's 1994 Annual Report to
Stockholders, portions of which are filed herein as HEI Exhibit 13(a). In 1995,
the HEI Board of Directors is recommending to the stockholders the election of
James K. Scott, Ed.D., age 43, as a director of HEI. Information on the
nominee's and current directors' business experience and directorships is
incorporated herein by reference to pages 3 to 6 of the registrant's Definitive
Proxy Statement, prepared for the Annual Meeting of Stockholders to be held on
April 25, 1995.
There are no family relationships between any director of HEI and any other
executive officer or director of HEI, or any arrangement or understanding
between any director and any person pursuant to which the director was selected.
The information required under this item by Item 405 of Regulation S-K is
incorporated by reference to page 11 of HEI's Definitive Proxy Statement,
prepared for the Annual Meeting of Stockholders to be held on April 25, 1995.
47
HECO:
The following persons are, or may be deemed, executive officers of HECO. Their
ages are given as of February 28, 1995 and their years of company service are
given as of December 31, 1994. Officers are appointed to serve until the meeting
of the Board of Directors following the next Annual Meeting and/or until their
respective successors have been appointed and qualified. Company service
includes service with HECO affiliates.
Business
experience for past
HECO Executive Officers five years
--------------------------------------------------------------------------------
Robert F. Clarke, age 52
Chairman of the Board 1/91 to date
(Company service: 7 years)
Harwood D. Williamson, age 63
President and Chief Executive Officer 1/91 to date
President and Chief Operating Officer 2/85 to 12/90
Director 4/85 to date
Chairman of the Board, HELCO and MECO 3/85 to date
(Company service: 38 years)
T. Michael May, age 48
Senior Vice President 2/92 to date
(Company service: 3 years)
T. Michael May, prior to joining HECO, was a principal
partner in Management Assets Group from 9/89 to 1/92.
Joan M. Diamond, age 44
Vice President - Human Resources 2/91 to date
Manager, Human Resources 5/89 to 1/91
(Company service: 10 years)
Jackie Mahi Erickson, age 54
Vice President - General Counsel 2/91 to date
Corporate Counsel 1/81 to 1/91
(Company service: 14 years)
Charles M. Freedman, age 48
Vice President - Corporate Relations 5/92 to date
(Company service: 4 years)
Charles M. Freedman, prior to rejoining HECO on 5/92,
served as Director of Communications in the Office
of the Governor of Hawaii, from 1986 to 4/92.
Edward Y. Hirata, age 61
Vice President - Planning 12/91 to date
Vice President, HELCO and MECO 12/91 to date
(Company service: 8 years)
Edward Y. Hirata, prior to rejoining HECO on 12/91,
served as Director of Department of Transportation
for the State of Hawaii, from 4/87 to 11/91.
48
Business
experience for past
HECO Executive Officers five years
--------------------------------------------------------------------------------
George T. Iwahiro, age 57
Vice President - Engineering 2/91 to date
Vice President - Consumer, Regulatory and Public Affairs 2/85 to 1/91
Vice President, HELCO and MECO 3/85 to 12/91
(Company service: 35 years)
Thomas L. Joaquin, age 51
Vice President - Operations 5/94 to date
General Manager, Production 11/93 to 4/94
Manager, Production 10/92 to 10/93
Manager, Production (MECO) 7/87 to 9/92
(Company service: 22 years)
Richard L. O'Connell, age 65
Vice President - Customer Relations 2/91 to date
Vice President - Facilities 6/88 to 1/91
(Company service: 14 years)
Paul A. Oyer, age 54
Financial Vice President and Treasurer 5/89 to date
Director 4/85 to date
Financial Vice President and Treasurer, HELCO and MECO 3/85 to date
(Company service: 28 years)
David M. Rodrigues, age 59
Vice President - Corporate Excellence 11/93 to date
Vice President - Operations 5/89 to 10/93
(Company service: 24 years)
Ernest T. Shiraki, age 47
Controller 5/89 to date
(Company service: 25 years)
Molly M. Egged, age 44
Secretary 10/89 to date
Secretary, HELCO and MECO 10/89 to date
Executive Secretary 12/80 to 12/92
(Company service: 14 years)
HECO's executive officers, Robert F. Clarke, Harwood D. Williamson, Edward
Y. Hirata, Paul A. Oyer and Molly M. Egged, are officers of one or more of the
affiliated HEI companies.
There are no family relationships between any executive officer or director
of HECO and any other executive officer or director of HECO, or any arrangement
or understanding between any director and any person pursuant to which the
director was selected.
The list of current directors of HECO is incorporated herein by reference to
page 33 of HECO's 1994 Annual Report to Stockholder, portions of which are filed
herein as HECO Exhibit 13(b). Information on the business experience and
directorships of directors of HECO who are also directors of HEI is incorporated
herein by reference to pages 4 through 6 of HEI's Definitive Proxy Statement,
prepared for the Annual Meeting of Stockholders to be held on April 25, 1995.
49
Mildred D. Kosaki, age 70, and Paul C. Yuen, age 66, as of February 28, 1995
are the only outside directors of HECO who are not directors of HEI. Mrs. Kosaki
has been a Director of HECO since 1973. She resigned from the HEI Board in 1987.
She was also a Director of the International Pacific University from 1989 to
1991. She is a specialist in education research. Dr. Yuen, who was elected a
Director of HECO in April 1993, is Dean of the College of Engineering at the
University of Hawaii-Manoa. In the past five years, he has held various
administrative positions at the University of Hawaii-Manoa. He also serves on
the Boards of Cyanotech Corporation and the Pacific International Center for
High Technology Research. Information on Mr. Oyer's business experience and
directorship is indicated above.
ITEM 11. EXECUTIVE COMPENSATION
HEI:
The information required under this item for HEI is incorporated by reference to
pages 8 to 9 and 12 to 25 of HEI's Definitive Proxy Statement, prepared for the
Annual Meeting of Stockholders to be held on April 25, 1995.
HECO:
The following tables set forth the information required for the chief executive
officer of HECO and the four other most highly compensated HECO executive
officers serving at the end of 1994. All executive compensation amounts
presented for Harwood D. Williamson are duplicative of the amounts presented in
HEI's Definitive Proxy Statement, prepared for the Annual Meeting of
Stockholders to be held on April 25, 1995.
Summary compensation table
The following is the summary compensation table which sets forth the annual and
long-term compensation of the chief executive officer of HECO and the four other
most highly compensated executive officers of HECO serving at the end of 1994.
50
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------------------- ----------------------------
Other Awards Payouts All
--------- --------
Annual Securities Other
Compen- Underlying LTIP Compen-
Name and Principal Salary Bonus sation Options Payouts sation
Position Year ($)/1/ ($)/2/ ($)/3/ (#)/4/ ($)/5/ ($)/6/
--------------------- ---- -------- -------- ------- ------- ------ -------
Harwood D. Williamson 1994 $387,367 $100,174 $76,465 15,000 $ -- $20,663
President and CEO 1993 341,333 0 68,544 8,000 66,150 18,843
1992 316,666 37,288 62,750 48,000 0 0
T. Michael May 1994 199,667 32,995 0 0 na 8,151
Senior Vice President 1993 191,000 0 0 4,000 na 4,796
1992 168,336 29,100 0 0 na 78,577
Paul A. Oyer 1994 188,067 22,283 11,928 0 na 7,106
Financial Vice President 1993 175,100 0 10,806 3,000 na 6,339
and Treasurer 1992 166,031 21,373 9,790 0 na 0
David M. Rodrigues 1994 140,667 22,283 0 0 na 7,482
Vice President-Corporate 1993 134,833 0 0 3,000 na 6,864
Excellence 1992 126,833 21,373 0 0 na 0
George T. Iwahiro 1994 139,867 18,476 0 0 na 7,042
Vice President- 1993 133,833 0 0 2,000 na 6,548
Engineering 1992 127,169 17,762 0 0 na 0
/1/ Includes a one-time lump sum transitional payment in 1994, representing two
years of "normalized" insider directors' fees following a decision by the
Compensation Committee to discontinue all insider directors' fees, effective
May 1, 1994; the table includes lump sum payments of $49,000 for Mr.
Williamson and $9,800 for Mr. Oyer. Also includes directors' fee of $7,700
for the period January 1 through April 30, 1994, $28,000 for 1993 and
$25,000 for 1992 for Mr. Williamson and directors' fee of $1,400 for the
period January 1 through April 30, 1994, $5,600 for 1993 and $4,700 for 1992
for Mr. Oyer.
/2/ The named executive officers are eligible for an incentive award under the
Company's annual Executive Incentive Compensation Plan (EICP). EICP bonus
payouts for the previous year's performance period are made in the first two
months of the year following the previous year's performance period; if
there is a payout, the amount is reflected as bonus compensation in the
table for the previous year for the named executive.
/3/ Covers interest earned on deferred compensation and includes above-market
earnings in the amount of $70,055 for 1994, $63,467 for 1993 and $57,498 for
1992 on deferred annual and Long-Term Incentive Plan (LTIP) payouts for Mr.
Williamson. Amounts for Mr. Oyer represent above-market earnings on deferred
annual payouts.
/4/ Includes a special one-time, premium-priced grant of 40,000 shares of HEI
stock without dividend equivalents for Mr. Williamson in 1992. Other options
granted in each of the three years for Mr. Williamson included dividend
equivalents. For each of the other named executive officers, options granted
in 1993 did not include dividend equivalents.
/5/ LTIP payouts are determined in April each year for the three-year cycle
ending on December 31 of the previous calendar year; if there is a payout,
the amount is reflected as LTIP compensation in the table for the previous
year for the named executive officers. In April 1994, LTIP payouts were made
for the 1991-1993 performance cycle and are reflected as LTIP compensation
in the table for 1993. In 1995 only Mr. Williamson was eligible to receive a
LTIP payout. The determination of whether there will be a payout for Mr.
Williamson under the 1992-1994 LTIP will not be made until April 1995.
/6/ Represents amounts accrued by the Company in 1993 and 1994 for certain death
benefits provided to the named executive officers. In 1992, the Company did
not accrue for these benefits. Additional information is incorporated by
reference to pages 21-22 of HEI's Definitive Proxy Statement, prepared for
the Annual Meeting of Stockholders to be held on April 25, 1995. Covers
reimbursement of moving expenses for Mr. May in 1992.
51
Option grants in last fiscal year
A stock option was granted to one of the named executive officers in the
HECO Summary Compensation Table, Mr. Williamson. Additional information required
under this item is incorporated by reference to page 13 of HEI's Definitive
Proxy Statement, prepared for the Annual Meeting of Stockholders to be held on
April 25, 1995.
Aggregated option exercises and fiscal year-end option values
No stock options were exercised by the named executive officers in 1994. The
following table shows the number of unexercised options and the value of in the
money unexercised options, including dividend equivalents, at the end of 1994.
Under the Stock Option and Incentive Plan, dividend equivalents have been
granted to Mr. Williamson as part of the stock option grant, except for the one-
time, premium-priced grant in May 1992. For each of the other named executive
officers, no options were granted in 1994.
Dividend equivalents permit a participant who exercises a stock option to
obtain at no additional cost, in addition to the option shares, the amount of
dividends declared on the number of shares of common stock with respect to which
the option is exercised during the period between the grant and the exercise of
the option. Dividend equivalents are computed, as of each dividend record date
throughout the four-year vesting period (vesting in equal installments), which
begins on date of grant, both with respect to the number of shares underlying
the option and with respect to the number of dividend equivalent shares
previously credited to the executive officer and not issued during the period
prior to the dividend record date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In the Money
Options Options
(Including (Including
Dividend Dividend
Equivalents) Equivalents)
Dividend Value at Fiscal at Fiscal
Shares Equivalents Value Realized On Year-end Year-end /1/
Acquired Acquired ------------- --------------
On On Realized Dividend Exercisable/ Exercisable/
Exercise Exercise On Options Equivalents Unexercisable Unexercisable
(#) (#) ($) ($) (#) ($)
-------- --------- ---------- ---------- ------------ --------------
Harwood D. Williamson -- -- $ -- $ -- 67,510/29,914 $56,356/ --
T. Michael May -- -- -- -- 1,000/3,000 -- / --
Paul A. Oyer -- -- -- -- 6,178/3,000 -- / --
David M. Rodrigues -- -- -- -- 3,000/3,000 -- / --
George T. Iwahiro -- -- -- -- 1,000/2,000 -- / --
/1/ Includes dividend equivalents of $45,681 exercisable for Mr. Williamson.
No options were in the money (where the option price is less than the
closing price on December 31, 1994) except the 1989 stock option grant
with dividend equivalents with an exercise price of $30.24 per share.
Value based on closing price of $32.375 per share on the New York Stock
Exchange on December 31, 1994.
52
Long-Term Incentive Plan awards table
A Long-Term Incentive Plan award was made to one of the named executive
officers in the HECO Summary Compensation Table, Mr. Williamson. Additional
information required under this item is incorporated by reference to page 15 of
HEI's Definitive Proxy Statement, prepared for the Annual Meeting of
Stockholders to be held on April 25, 1995.
Pension plan
The Retirement Plan for Employees of Hawaiian Electric Industries, Inc. and
Participating Subsidiaries (the Retirement Plan) provides a monthly retirement
pension for life. Additional information required under this item is
incorporated by reference to pages 16 to 17 of HEI's Definitive Proxy Statement,
prepared for the Annual Meeting of Stockholders to be held on April 25, 1995. As
of December 31, 1994, the named executive officers in the HECO Summary
Compensation Table had the following number of years of credited service under
the Retirement Plan: Mr. Williamson, 38 years; Mr. May, 2 years; Mr. Oyer, 28
years; Mr. Rodrigues, 24 years; and Mr. Iwahiro, 35 years.
Change-in-Control Agreement
Messrs. Williamson and May are the only named executive officers in the HECO
Summary Compensation Table with whom HEI has entered into a Change-in-Control
Agreement. Additional information required under this item is incorporated by
reference to pages 17 to 18 of HEI's Definitive Proxy Statement, prepared for
the Annual Meeting of Stockholders to be held on April 25, 1995.
Based on W-2 earnings for the five most recent years (1990-1994) or the
portion of such period during which the executive performed personal service for
HEI and its subsidiaries, the lump sum severance payable under these agreements
would be as follows: Mr. Williamson - $1,133,837 and Mr. May - $762,197.
Compensation Committee Report on Executive Compensation
Introduction
Decisions on executive compensation for the named executive officers are
made by the Compensation Committee of the HEI Board of Directors (the Committee)
which is composed of five independent nonemployee directors. All decisions by
the Committee are reviewed by the full HEI Board except for decisions about
HEI's stock-based plans, which are made solely by the Committee in order to
satisfy Securities Exchange Act Rule 16b-3.
The Committee has retained the services of an independent compensation
consulting firm to assist in executive compensation matters.
Except for specific compensation decisions regarding Mr. Williamson which
are discussed below, additional information required under this item is
incorporated by reference to pages 18 through 22 of HEI's Definitive Proxy
Statement, prepared for the Annual Meeting of Stockholders to be held on
April 25, 1995.
Base Salary
Mr. Williamson's base salary is determined based on the recommendation of
Robert F. Clarke, President and Chief Executive Officer of HEI and Chairman of
the Board of HECO, within the salary range recommended by the Committee's
independent compensation consultant and with the Committee's approval.
Mr. Clarke's recommendation is based on an overall evaluation of
Mr. Williamson's performance during the preceding year. This evaluation is
subjective in nature and takes into account all aspects of Mr. Williamson's
responsibilities at the total discretion of Mr. Clarke and the Committee. Mr.
Williamson's base salary was raised from an annual rate of $320,000 to an annual
rate of $336,000, effective May 1, 1994. This action by the Committee was
subsequently ratified by the HECO Board of Directors.
53
Stock Options
The 1994 stock option grant to Mr. Williamson of 15,000 shares of HEI Common
Stock plus dividend equivalents was based on the consultant's recommendation and
the independent evaluation of an appropriate grant level by Mr. Clarke and the
Committee. In this evaluation, the Committee took into account prior grants to
Mr. Williamson and an overall subjective evaluation of Mr. Williamson's job
performance.
HECO Board of Directors
Committees of the HECO Board
The Board of Directors of HECO has only one standing committee, the Audit
Committee, which is comprised of four nonemployee directors: Ben F. Kaito,
Chairman, and Mildred D. Kosaki, Diane J. Plotts and Paul C. Yuen. In 1994, the
Audit Committee held five meetings to review with management, the internal
auditor and HECO's independent auditors the activities of the internal auditor,
the results of the annual audit by the independent auditor and the financial
statements which are included in HECO's 1993 Annual Report to Stockholder. The
Audit Committee holds such meetings as it deems advisable to review the
financial operations of HECO.
Remuneration of HECO Directors and attendance at meetings
In 1994, Mildred D. Kosaki and Paul C. Yuen were the only nonemployee
directors of HECO who were not also directors of HEI. They were paid a retainer
of $12,000, one-half of which was distributed in the common stock of HEI
pursuant to the HEI Nonemployee Director Stock Plan and one-half of which was
distributed in cash. The number of shares of stock distributed was based on a
price of $33.28 per share, which is equal to the average of the daily high and
low sales prices of HEI common stock for all trading days in March 1994, divided
into $6,000, with a cash payment made in lieu of any fractional share. In
addition, a fee of $700 was paid in cash to each nonemployee director for each
Board and Committee meeting attended by the director. The Chairman of the Audit
Committee was paid an additional $100 for each Committee meeting attended.
Effective May 1, 1994, members of the Board of Directors who are employees of
the Company were no longer compensated for attendance at any meeting of the
Board or committees of the Board.
In 1994, there were six regular bi-monthly meetings and one special meeting
of the Board of Directors. All incumbent directors, attended at least 75% of the
combined total number of meetings of the Board and Committee on which they
served, except Diane J. Plotts.
HECO participates in the Nonemployee Director Retirement Plan described on
page 8 of HEI's Definitive Proxy Statement, prepared for the Annual Meeting of
Stockholders to be held on April 25, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
HEI:
The information required under this item is incorporated by reference to
pages 10 and 11 of HEI's Definitive Proxy Statement, prepared for the Annual
Meeting of Stockholders to be held on April 25, 1995.
HECO:
HEI owns all of the common stock of HECO, which is HECO's only class of
voting securities. HECO has also issued and has outstanding various series of
preferred stock, the holders of which, upon certain defaults in dividend
payments, have the right to elect a majority of the directors of HECO.
54
The following table shows the shares of HEI common stock beneficially owned
by each HECO director, named HECO executive officers as listed in the Summary
Compensation Table on page 51 and by HECO directors and officers as a group, as
of February 15, 1995, based on information furnished by the respective
individuals.
Amount and Nature of
Name of Individual or Group* Title of Class Beneficial Ownership
---------------------------- --------------- -----------------------
Total
-----
Directors
---------
Mildred D. Kosaki Common 1,596 (b) 1,596
----------
Paul A. Oyer** Common 2,675 (a)
6,928 (d) 9,603
----------
Paul C. Yuen Common 636 (b) 636
----------
Named executive officers
------------------------
T. Michael May Common 562 (a)
514 (b)
2,000 (d) 3,076
----------
George T. Iwahiro Common 6,444 (a)
155 (b)
1,750 (d) 8,349
----------
David M. Rodrigues Common 2,729 (a)
424 (b)
3,750 (d) 6,903
----------
Common Stock Beneficially 25,403 (a)
Owned by Directors and Officers 4,581 (b)
as a Group (14 persons) 109 (c)
25,146 (d) 55,239***
----------
* Excludes HECO directors Messrs. Clarke, Henderson, Kaito, and Williamson
and Ms. Plotts, who also serve on the HEI Board of Directors. The
information required is incorporated by reference to pages 10 and 11 of
HEI's Definitive Proxy Statement, prepared for the Annual Meeting of
Stockholders to be held on April 25, 1995. Messrs. Clarke and Williamson
are also named executive officers listed in the Summary Compensation Table
on pages 12 and 13 of the above-referenced Definitive Proxy Statement of
HEI.
** Also a named executive officer listed in the Summary Compensation Table
on page 51.
*** The number of shares of common stock beneficially owned by any HECO
director or by all HECO directors and officers as a group does not exceed
1% of the outstanding common stock of HEI.
(a) Sole voting and investment power.
(b) Shared voting and investment power (shares registered in name of
respective individual and spouse).
(c) Shares owned by spouse, children or other relatives sharing the home of
the director or an officer in the group and in which personal interest of
the director or officer is disclaimed.
(d) Stock options exercisable within 60 days after February 15, 1995, under
the 1987 Stock Option and Incentive Plan, as amended. Shares for Mr. Oyer
include accompanying dividend equivalents (720 shares) for stock options
awarded in 1988 only.
55
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
HEI:
The information required under this item is incorporated by reference to pages
24 to 26 of HEI's Definitive Proxy Statement, prepared for the Annual Meeting of
Stockholders to be held on April 25, 1995.
HECO:
As of December 31, 1994, T. Michael May, Senior Vice President of HECO, was
indebted to HECO in the amount of $180,000 by reason of loans made to him by
HECO for relocation purposes. Mr. May's note bears interest at 6.28% and is due
in 2008 or upon demand, if Mr. May ceases to be employed by HECO, and is secured
by a second mortgage on real estate.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements contained in HEI's 1994 Annual Report to
Stockholders and HECO's 1994 Annual Report to Stockholder, portions of which
are filed by HEI as Exhibit 13(a) and, portions of which are filed by HECO as
Exhibit 13(b), respectively, are incorporated by reference in Part II, Item 8,
of this Form 10-K:
1994 Annual Report to
Stockholder(s)
(Page/s)
-------------------
HEI HECO
--- ----
Independent Auditors' Reports 39 31
Consolidated Statements of Income, Years Ended
December 31, 1994, 1993 and 1992 40 11
Consolidated Statements of Retained Earnings, Years Ended
December 31, 1994, 1993 and 1992 40 11
Consolidated Balance Sheets, December 31, 1994 and 1993 41 12
Consolidated Statements of Capitalization,
December 31, 1994 and 1993 na 13-14
Consolidated Statements of Cash Flows, Years Ended
December 31, 1994, 1993 and 1992 42 15
Notes to Consolidated Financial Statements 43-67 16-30
56
(a)(2) Financial Statement Schedules
The following financial statement schedules for HEI and HECO are included in
this Report on the pages indicated below:
Page/s in
Form 10-K
-----------------
HEI HECO
---- ----
Independent auditors' report 58 59
Schedule I Condensed financial information of registrant,
Hawaiian Electric Industries, Inc.
(Parent Company) as of December 31, 1994
and 1993 and years ended December 31, 1994,
1993 and 1992 60-62 na
Schedule II Valuation and qualifying accounts, years
ended December 31, 1994, 1993 and 1992 63 63
Certain Schedules, other than those listed, are omitted because they are not
required, or are not applicable, or the required information is shown in the
consolidated financial statements or notes included in HEI's 1994 Annual Report
to Stockholders and HECO's 1994 Annual Report to Stockholder, which financial
statements are incorporated herein by reference.
(a)(3) Exhibits
Exhibits for HEI and HECO and their subsidiaries are listed in the "Index to
Exhibits" found on pages 64 through 71 of this Form 10-K. The exhibits listed
for HEI and HECO are listed in the index under the headings "HEI" and "HECO,"
respectively, except that the exhibits listed under "HECO" are also considered
exhibits for HEI.
(b) Reports on Form 8-K
HEI and HECO:
During the fourth quarter of 1994, HEI and HECO filed a Current Report, Form
8-K dated November 29, 1994, with the SEC. HEI and HECO filed information under
Item 5 regarding the PUC decision and order on a generic docket to determine
whether SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions," should be adopted for rate-making purposes.
57
[KPMG Peat Marwick letterhead]
Independent Auditors' Report
The Board of Directors
and Stockholders
Hawaiian Electric Industries, Inc.:
Under date of January 25, 1995, we reported on the consolidated balance sheets
of Hawaiian Electric Industries, Inc. and subsidiaries as of December 31, 1994
and 1993, and the related consolidated statements of income, retained earnings
and cash flows for each of the years in the three-year period ended December 31,
1994, as contained in the 1994 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1994. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related financial statement schedules as listed in the
accompanying index. These financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
As discussed in note 14 to the consolidated financial statements, effective
January 1, 1993, the Company changed its method of accounting for income taxes.
Additionally, as discussed in note 17 to the consolidated financial statements,
effective January 1, 1993, the Company changed its method of accounting for
postretirement benefits other than pensions.
/s/ KPMG Peat Marwick LLP
Honolulu, Hawaii
January 25, 1995
58
[KPMG Peat Marwick letterhead]
Independent Auditors' Report
The Board of Directors
and Stockholder
Hawaiian Electric Company, Inc.:
Under date of January 25, 1995, we reported on the consolidated balance sheets
and consolidated statements of capitalization of Hawaiian Electric Company, Inc.
(a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.) and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, retained earnings and cash flows for each of the years in
the three-year period ended December 31, 1994, as contained in the 1994 annual
report to stockholder. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year 1994. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in the accompanying index. The financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
As discussed in note 7 to the consolidated financial statements, effective
January 1, 1993, the Company changed its method of accounting for income taxes.
Additionally, as discussed in note 10 to the consolidated financial statements,
effective January 1, 1993, the Company changed its method of accounting for
postretirement benefits other than pensions.
/s/ KPMG Peat Marwick LLP
Honolulu, Hawaii
January 25, 1995
59
Hawaiian Electric Industries, Inc.
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
December 31,
---------------
(in thousands) 1994 1993
-----------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 223 $ 32,383
Advances to and notes receivable from subsidiaries 27,696 28,455
Accounts receivable 2,565 6,679
Other investments 809 809
Property, plant and equipment, net 2,460 2,874
Other assets 5,857 3,289
Investment in wholly owned subsidiaries, at equity 888,651 805,226
-------- --------
$928,261 $879,715
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 9,246 $ 8,861
Advances from subsidiaries 2,293 --
Commercial paper 12,750 --
Long-term debt, net 209,500 200,500
Deferred income taxes 4,301 3,927
Unamortized tax credits 29 36
Other 8,053 23,363
-------- --------
246,172 236,687
-------- --------
Stockholders' equity
Common stock 546,254 514,710
Retained earnings 135,835 128,318
-------- --------
682,089 643,028
-------- --------
$928,261 $879,715
======== ========
Note to Balance Sheets
Long-term debt, net, consisted of the following:
Promissory notes, 6.3% - 7.6%, due in various years through 2003 $113,000 $113,000
Promissory notes, 8.2% - 9.9%, due in various years through 2011 61,500 87,500
Promissory note, variable rate (6.45% at December 31, 1994) due 1999 35,000 --
-------- --------
$209,500 $200,500
======== ========
As of December 31, 1994, HEI guaranteed debt of its subsidiaries and affiliates
amounting to $11 million.
The aggregate payments of principal required on long-term debt subsequent to
December 31, 1994 are $1 million in 1995, $37 million in 1996, $51 million in
1997, $21 million in 1998, $41 million in 1999 and $59 million thereafter.
60
Hawaiian Electric Industries, Inc.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF INCOME
Years ended December 31,
----------------------------------
(in thousands) 1994 1993 1992
--------------------------------------------------------------------------
REVENUES $ 3,318 $ 3,353 $ 1,884
Equity in income from continuing
operations of subsidiaries 84,819 74,764 68,156
------- -------- --------
88,137 78,117 70,040
------- -------- --------
EXPENSES:
Operating, administrative and general 7,786 6,897 1,637
Taxes, other than income taxes 292 226 193
Depreciation and amortization of
property, plant and equipment 587 569 660
------- -------- --------
8,665 7,692 2,490
------- -------- --------
79,472 70,425 67,550
Interest expense 15,195 18,355 12,641
------- -------- --------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAX BENEFIT 64,277 52,070 54,909
Income tax benefit (8,753) (9,614) (6,806)
------- -------- --------
Income from continuing operations 73,030 61,684 61,715
Loss from discontinued operations -- (13,025) (73,297)
------- -------- --------
NET INCOME (LOSS) $73,030 $ 48,659 $(11,582)
======= ======== ========
61
Hawaiian Electric Industries, Inc.
SCHEDULE I- CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
Years ended December 31,
-------------------------------------
(in thousands) 1994 1993 1992
-----------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations $ 73,030 $ 61,684 $ 61,715
Adjustments to reconcile income from
continuing operations to net cash
provided by operating activities (84,819) (74,764) (68,156)
Equity in income from continuing
operations of subsidiaries
Common stock dividends received from
subsidiaries 43,909 53,305 33,884
Depreciation and amortization of
property, plant and equipment 587 569 660
Other amortization 209 294 282
Deferred income taxes and tax credits,
net 367 232 825
Changes in assets and liabilities
Decrease (increase) in accounts
receivable 4,114 (6,211) 984
Increase (decrease) in accounts
payable 385 (16,506) 22,497
Changes in other assets and
liabilities (15,485) 34,733 (15,447)
--------- -------- --------
22,297 53,336 37,244
Cash flows from discontinued operations 36 2,525 --
--------- --------- --------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 22,333 55,861 37,244
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in advances to
and notes receivable from subsidiaries (16,141) 8,756 1,024
Capital expenditures (177) (193) (535)
Additional investments in subsidiaries (25,510) (65,000) (56,967)
Other -- 50 --
--------- --------- --------
(41,828) (56,387) (56,478)
Net investment in discontinued
operations -- -- (24,751)
--------- --------- --------
NET CASH USED IN INVESTING ACTIVITIES (41,828) (56,387) (81,229)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase(decrease) in advances from
subsidiaries with original maturities
of three months or less 2,293 (185) (15,463)
Proceeds from other short-term
borrowings -- -- 36,000
Repayment of other short-term borrowings -- (36,000) --
Net increase in commercial paper 12,750 -- --
Proceeds from issuance of long-term debt 35,000 37,000 50,000
Repayment of long-term debt (26,000) (22,500) --
Net proceeds from issuance of common
stock 13,602 88,658 18,248
Common stock dividends (47,676) (42,012) (39,214)
Other (2,634) 1,949 413
--------- --------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (12,665) 26,910 49,984
--------- --------- --------
Net increase (decrease) in cash and
equivalents (32,160) 26,384 5,999
Cash and equivalents, beginning of year 32,383 5,999 --
--------- --------- --------
CASH AND EQUIVALENTS, END OF YEAR $ 223 $ 32,383 $ 5,999
========= ========= ========
Supplemental disclosures of noncash activities:
In 1994, $16.9 million of HEI advances to HEIDI were converted to equity in a
noncash transaction.
In 1992, HEI converted $9.5 million of long-term debt of HERS to equity. HEI
assumed the $9.5 million of HERS' long-term debt in a noncash transaction.
Common stock dividends reinvested by stockholders in HEI common stock in
noncash transactions amounted to $18 million in 1994, $17 million in 1993 and
$15 million in 1992.
62
Hawaiian Electric Industries, Inc.
and Hawaiian Electric Company, Inc.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1994, 1993 and 1992
-------------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E
-------------------------------------------------------------------------------------------------------------------------
Additions
----------------------------
Charged to
Balance at costs and Balance at
beginning of other Charged to end of
(in thousands) period expenses accounts Deductions period
-------------------------------------------------------------------------------------------------------------------------
1994
----
Allowance for uncollectible
accounts
Hawaiian Electric Company,
Inc. and subsidiaries $ 1,357 $ 2,177 $ 674 $ 3,072 $ 1,136
Other companies 220 130 2 72 280
--------- --------- ------- --------- ---------
$ 1,577 $ 2,307 $ 676(a) $ 3,144(b) $ 1,416
========= ========= ======= ========= =========
Allowance for uncollectible
interest (ASB) $ 341 $ 760 $ -- $ -- $ 1,101
========= ========= ======= ========= =========
Allowance for losses for
loans receivable (ASB) $ 5,314 $ 3,983 $ 67(a) $ 571(b) $ 8,793
========= ========= ======= ========== =========
1993
----
Allowance for uncollectible
accounts
Hawaiian Electric Company,
Inc. and subsidiaries $ 1,120 $ 1,521 $ 815 $ 2,099 $ 1,357
Other companies 172 155 1 108 220
--------- --------- ------- --------- ---------
$ 1,292 $ 1,676 $ 816(a) $ 2,207(b) $ 1,577
========= ========= ======= ========= =========
Allowance for uncollectible
interest (ASB) $ 482 $ -- $ -- $ 141 $ 341
========= ========= ======= ========= =========
Allowance for losses for
loans receivable (ASB) $ 5,157 $ 779 $ 36(a) $ 658(b) $ 5,314
========= ========= ======= ========= =========
1992
----
Allowance for uncollectible
accounts
Hawaiian Electric Company,
Inc. and subsidiaries $ 1,032 $ 1,246 $ 820 $ 1,978 $ 1,120
Other companies 214 104 2 148 172
--------- --------- ------- --------- ---------
$ 1,246 $ 1,350 $ 822(a) $ 2,126(b) $ 1,292
========= ========= ======= ========= =========
Allowance for uncollectible
interest (ASB) $ 45 $ 437 $ -- $ -- $ 482
========= ========= ======= ========= =========
Allowance for losses for
loans receivable (ASB) $ 3,818 $ 1,494 $ 47(a) $ 202(b) $ 5,157
========= ========= ======= ========= =========
(a) Primarily bad debts recovered.
(b) Bad debts charged off.
63
INDEX TO EXHIBITS
The exhibits designated by an asterisk (*) are filed herein. The exhibits not
so designated are incorporated by reference to the indicated filing. A copy of
any exhibit may be obtained upon written request for a $0.20 per page charge
from the HEI Stock Transfer Division, P.O. Box 730, Honolulu, Hawaii 96808-0730.
Exhibit no. Description
----------- -----------
HEI:
---
3(i).1(a) HEI's Restated Articles of Incorporation (Exhibit 4(b) to
Registration No. 33-7895).
3(i).2(a) Articles of Amendment of HEI filed June 30, 1990 (Exhibit 4(b) to
Registration No. 33-40813).
3(ii) HEI's By-Laws (Exhibit 4(c) to Registration No. 33-21761).
4.1 Agreement to provide the SEC with instruments which define the rights
of holders of certain long-term debt of HEI and its subsidiaries
(Exhibit 4.1 to HEI's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 1-8503).
4.2 Indenture, dated as of October 15, 1988, between HEI and Citibank,
N.A., as Trustee (Exhibit 4 to Registration No. 33-25216).
4.3 First Supplemental Indenture dated as of June 1, 1993 between HEI and
Citibank, N.A., as Trustee, to Indenture dated as of October 15, 1988
between HEI and Citibank, N.A., as Trustee (Exhibit 4(a) to HEI's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-8503).
4.4 Officers' Certificate dated as of November 9, 1988, pursuant to
Sections 102 and 301 of the Indenture, dated as of October 15, 1988,
between HEI and Citibank, N.A., as Trustee, establishing Medium-Term
Notes, Series A (Exhibit 4.2 to HEI's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988, File No. 1-8503).
4.5 Pricing Supplements Nos. 1 through 11 to the Registration Statement
on Form S-3 of HEI (Registration No. 33-25216) filed in connection
with the sale of Medium-Term Notes, Series A (filed under Rule 424(b)
in connection with Registration No. 33-25216).
4.6 Pricing Supplements Nos. 1 through 9 to the Registration Statement on
Form S-3 of HEI (Registration No. 33-58820) filed in connection with
the sale of Medium-Term Notes, Series B (Exhibit 4(b) to HEI's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993, File No. 1-8503).
*4.7 Pricing Supplement No. 10 to Registration Statement on Form S-3 of
HEI (Registration No. 33-58820).
4.8 Purchase Agreement dated March 7, 1991 among HEI and the Purchasers
named therein, together with the Notes issued to such Purchasers,
each dated March 7, 1991, pursuant to the Purchase Agreement (Exhibit
4.5 to HEI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, File No. 1-8503).
4.9 Composite conformed copy of the Note Purchase Agreement dated as of
December 16, 1991 among HEI and the Purchasers named therein (Exhibit
4.6 to HEI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 1-8503).
64
Exhibit no. Description
----------- -----------
10.1 PUC Order Nos. 7070, 7153, 7203 and 7256 in Docket No. 4337,
including copy of "Conditions for the Merger and Corporate
Restructuring of Hawaiian Electric Company, Inc." dated September 23,
1982 (Exhibit 10 to Amendment No. 1 to Form U-1).
10.2 Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988,
between HEI, HEIDI and the Federal Savings and Loan Insurance
Corporation (by the Federal Home Loan Bank of Seattle) (Exhibit (28)-
2 to HEI's Current Report on Form 8-K dated May 26, 1988, File No. 1-
8503).
10.2(a) OTS letter regarding release from Part II.B. of the Regulatory
Capital Maintenance/Dividend Agreement dated May 26, 1988 (Exhibit
10.3(a) to HEI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, File No. 1-8503).
10.3 Executive Incentive Compensation Plan (Exhibit 10(a) to HEI's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987, File
No. 1-8503).
10.4 HEI Executives' Deferred Compensation Plan (Exhibit 10.5 to HEI's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990, File No. 1-8503).
10.5 Retirement Benefit Agreement--Andrew T. F. Ing and HEI (Exhibit 10(b)
to HEI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-8503).
10.6 1987 Stock Option and Incentive Plan of HEI as amended and restated
effective April 21, 1992 (Exhibit A to Proxy Statement of HEI, dated
March 6, 1992, for the Annual Meeting of Stockholders, File No. 1-
8503).
10.7 HEI Long-Term Incentive Plan (Exhibit 10.11 to HEI's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988, File No. 1-
8503).
10.8 HEI Supplemental Executive Retirement Plan effective January 1, 1990
(Exhibit 10.9 to HEI's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, File No. 1-8503).
10.9 HEI Excess Benefit Plan (Exhibit 10.13 (Exhibit A) to HEI's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989, File
No. 1-8503).
10.10 Change-in-Control Agreement (Exhibit 10.14 to HEI's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, File No. 1-
8503).
10.11 Non-employee Director Retirement Plan, effective as of October 1,
1989 (Exhibit 10.15 to HEI's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, File No. 1-8503).
10.12 HEI 1990 Non-employee Director Stock Plan (Exhibit 10(a) to HEI's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1990, File No. 1-8503).
10.13 HEI Non-employee Directors' Deferred Compensation Plan (Exhibit 10.14
to HEI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, File No. 1-8503).
65
Exhibit no. Description
----------- -----------
10.14 HEI and HECO Executives' Deferred Compensation Agreement. The
agreement pertains to and is substantially identical for all the HEI
and HECO executive officers (Exhibit 10.15 to HEI's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, File No. 1-
8503).
10.15 Contract of Sale between HECO and Malama Waterfront Corp., dated
December 20, 1989, for the sale and purchase of the Honolulu Power
Plant Parcels, Iwilei Tank Farm Parcel and the buildings, structures
and other improvements (Exhibit 10.18 to HEI's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, File No. 1-8503).
10.15(a) First Amendment to Contract of Sale by and between HECO and Malama
Waterfront Corp., dated September 25, 1990, amending the Contract of
Sale between HECO and Malama Waterfront Corp., dated December 20,
1989, for the sale and purchase of the Honolulu Power Plant Parcels,
Iwilei Tank Farm Parcel and the buildings, structures and other
improvements (Exhibit 10(d) to HEI's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990, File No. 1-8503).
10.16 Settlement Agreement and General Release made and entered into on
February 10, 1994, by and between the Insurance Commissioner as
Rehabilitator/Liquidator, the HIG Group, HIGA, HEI, HEIDI and others.
(Exhibit 10.20 to HEI's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, File No. 1-8503).
*11 Computation of Earnings Per Share of Common Stock. Filed herein as
page 72.
*12(a) Computation of Ratio of Earnings to Fixed Charges. Filed herein as
pages 73 and 74.
*13(a) Pages 25 to 68 of HEI's 1994 Annual Report to Stockholders (with the
exception of the data incorporated by reference in Part I, Part II,
Part III and Part IV, no other data appearing in the 1994 Annual
Report to Stockholders is to be deemed filed as part of this Form
10-K Annual Report).
*21(a) Subsidiaries of HEI. Filed herein as page 76.
*23 Consent of Independent Auditors. Filed herein as page 78.
*27(a) HEI and subsidiaries financial data schedule, December 31, 1994 and
year ended December 31, 1994.
*99.1(a) Annual Report on Form 11-K for the HEI 401-K Retirement Savings Plan
for the year ended December 31, 1994.
99.2(a) Amendment 1994-1 to the Hawaiian Electric Industries, Inc. Retirement
Savings Plan for incorporation by reference into Registration
Statement on Form S-8 (Registration No. 33-52911) (Exhibit 99 to
HEI's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, File No. 1-8503).
*99.3(a) Amendment 1994-2 to the Hawaiian Electric Industries, Inc. Retirement
Savings Plan for incorporation by reference into Registration
Statement on Form S-8 (Registration No. 33-52911).
66
Exhibit no. Description
----------- -----------
HECO:
-----
3(i).1(b) HECO's Certificate of Amendment of Articles of Incorporation (filed
June 30, 1987) (Exhibit 3.1 to HECO's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988, File No. 1-4955).
3(i).2(b) Statement of Issuance of Shares of Preferred or Special Classes in
Series for HECO Series R Preferred Stock filed December 15, 1989
(Exhibit 3.1(a) to HECO's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989, File No. 1-4955).
3(i).3 Articles of Amendment to HECO's Amended Articles of Incorporation
filed December 21, 1989 (Exhibit 3.1(b) to HECO's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, File No.
1-4955).
3(ii) HECO's By-Laws (Exhibit 3.2 to HECO's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988, File No. 1-4955).
4.1 Agreement to provide the SEC with instruments which define the rights
of holders of certain long-term debt of HECO, HELCO and MECO (Exhibit
4 to HECO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1988, File No. 1-4955).
4.2 Indenture dated as of December 1, 1993 between HECO and The Bank of
New York, as Trustee (Exhibit 4(a) to Registration No. 33-51025).
4.3 Indenture dated as of December 1, 1993 among MECO, HECO, as
guarantor, and The Bank of New York, as Trustee (Exhibit 4(b) to
Registration No. 33-51025).
4.4 Indenture dated as of December 1, 1993 among HELCO, HECO, as
guarantor, and The Bank of New York, as Trustee (Exhibit 4(c) to
Registration No. 33-51025).
4.5 Officers' Certificate dated as of December 22, 1993, pursuant to
Sections 102 and 301 of the Indenture dated as of December 1, 1993
between HECO and The Bank of New York, as Trustee, establishing the
$20,000,000 Notes, 5.15% Series Due 1996 (Exhibit 4.5 to HECO's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-4955).
4.6 Officers' Certificate dated as of December 22, 1993, pursuant to
Sections 102 and 301 of the Indenture dated as of December 1, 1993
between HECO and The Bank of New York, as Trustee, establishing the
$30,000,000 Notes, 5.83% Series Due 1998 (Exhibit 4.6 to HECO's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-4955).
4.7 Officers' Certificate dated as of December 22, 1993, pursuant to
Sections 102 and 301 of the Indenture dated as of December 1, 1993
among MECO, HECO, as guarantor, and The Bank of New York, as Trustee,
establishing the $10,000,000 Notes, 5.15% Series Due 1996 (Exhibit
4.7 to HECO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-4955).
67
Exhibit no. Description
----------- -----------
4.8 Officers' Certificate dated as of December 22, 1993, pursuant to
Sections 102 and 301 of the Indenture dated as of December 1, 1993
among HELCO, HECO, as guarantor, and The Bank of New York, as
Trustee, establishing the $10,000,000 Notes, 4.85% Series Due 1995
(Exhibit 4.8 to HECO's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-4955).
10.1 Power Purchase Agreement between Kalaeloa Partners, L.P., and HECO
dated October 14, 1988 (Exhibit 10(a) to HECO's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1988, File No. 1-4955).
10.1(a) Amendment No. 1 to Power Purchase Agreement between HECO and Kalaeloa
Partners, L.P., dated June 15, 1989 (Exhibit 10(c) to HECO's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1989,
File No. 1-4955).
10.1(b) Lease Agreement between Kalaeloa Partners, L.P., as Lessor, and HECO,
as Lessee, dated February 27, 1989 (Exhibit 10(d) to HECO's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, File No.
1-4955).
10.1(c) Restated and Amended Amendment No. 2 to Power Purchase Agreement
between HECO and Kalaeloa Partners, L.P., dated February 9, 1990
(Exhibit 10.2(c) to HECO's Annual Report on Form 10-K for the fiscal
year ended December 31, 1989, File No. 1-4955).
10.1(d) Agreement to Extend the "Cancellation Window" in the Kalaeloa Power
Purchase Agreement dated June 21, 1990 (Exhibit 10(e) to HECO's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1990,
File No. 1-4955).
10.1(e) Amendment No. 3 to Power Purchase Agreement between HECO and Kalaeloa
Partners, L.P., dated December 10, 1991 (Exhibit 10.2(e) to HECO's
Annual Report on Form 10-K for the fiscal year ended December 31,
1991, File No. 1-4955).
10.2 Purchase Power Agreement between AES Barbers Point, Inc. and HECO,
entered into on March 25, 1988 (Exhibit 10(a) to HECO's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1988, File No.
1-4955).
10.2(a) Agreement between HECO and AES Barbers Point, Inc., pursuant to
letters dated May 10, 1988 and April 20, 1988 (Exhibit 10.4 to HECO's
Annual Report on Form 10-K for the fiscal year ended December 31,
1988, File No. 1-4955).
10.2(b) Amendment No. 1 to the Purchase Power Agreement between AES Barbers
Point, Inc. and HECO (Exhibit 10 to HECO's Quarterly Report on Form
10-Q for the quarter ended September 30, 1989, File No. 1-4955).
10.2(c) HECO's Conditional Notice of Acceptance to AES Barbers Point, Inc.
dated January 15, 1990 (Exhibit 10.3(c) to HECO's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, File No.
1-4955).
10.3 Power Purchase Agreement between HELCO and Hilo Coast Processing
Company dated May 31, 1988 (included in Exhibit 10 to HECO's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1988,
File No. 1-4955).
68
Exhibit no. Description
----------- -----------
*10.3(a) Letter agreement between HELCO and Hilo Coast Processing Company
dated January 5, 1995.
10.4 Agreement between MECO and Hawaiian Commercial & Sugar Company
pursuant to letters dated November 29, 1988 and November 1, 1988
(Exhibit 10.8 to HECO's Annual Report on Form 10-K for the fiscal
year ended December 31, 1988, File No. 1-4955).
10.4(a) Amended and Restated Power Purchase Agreement by and between A&B-
Hawaii, Inc., through its division, Hawaiian Commercial & Sugar
Company, and MECO, dated November 30, 1989 (Exhibit 10(e) to HECO's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1990, File No. 1-4955).
10.4(b) First Amendment to Amended and Restated Power Purchase Agreement by
and between A&B-Hawaii, Inc., through its division, Hawaiian
Commercial & Sugar Company, and MECO, dated November 1, 1990,
amending the Amended and Restated Power Purchase Agreement dated
November 30, 1989 (Exhibit 10(f) to HECO's Quarterly Report on Form
10-Q for the quarter ended September 30, 1990, File No. 1-4955).
10.5 Purchase Power Contract between HELCO and Thermal Power Company,
dated March 24, 1986 (Exhibit 10(a) to HECO's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1989, File No. 1-4955).
10.5(a) Firm Capacity Amendment between HELCO and Puna Geothermal Venture
(assignee of AMOR VIII, who is the assignee of Thermal Power
Company), dated July 28, 1989, amending Purchase Power Contract
between HELCO and Thermal Power Company, dated March 24, 1986
(Exhibit 10(b) to HECO's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, File No. 1-4955).
10.6 Purchase Power Contract between HECO and the City and County of
Honolulu dated March 10, 1986 (Exhibit 10.9 to HECO's Annual Report
on Form 10-K for the fiscal year ended December 31, 1989, File No. 1-
4955).
10.6(a) Firm Capacity Amendment, dated April 8, 1991, to Purchase Power
Contract, dated March 10, 1986, by and between HECO and the City &
County of Honolulu (Exhibit 10 to HECO's Quarterly Report on Form 10-
Q for the quarter ended March 31, 1991, File No. 1-4955).
10.7 Purchase Power Contract between MECO and Zond Pacific, Inc., dated
May 24, 1991 (Exhibit 10 to HECO's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991, File No. 1-4955).
10.8 Low Sulfur Fuel Oil Supply Contract by and between CUSA and HECO
dated May 29, 1990 (Exhibit 10(a) to HECO's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990, File No. 1-4955).
10.8(a) Second Amendment, dated September 9, 1993, to Low Sulfur Fuel Oil
Supply Contract, dated May 29, 1990, by and between CUSA and HECO
(Exhibit 10(a) to HECO's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, File No. 1-4955).
10.8(b) Inter-Island Industrial Fuel Oil and Diesel Fuel Contract by and
between CUSA and HECO, MECO, HELCO, HTB and YB dated as of
September 23, 1991 (Exhibit 10(a) to HECO's Quarterly Report on Form
10-Q for the quarter ended September 30, 1991, File No. 1-4955).
69
Exhibit no. Description
----------- -----------
10.8(c) Third Amendment, dated October 1, 1993, to Inter-Island Industrial
Fuel Oil and Diesel Fuel Contract dated September 23, 1991, by and
between CUSA and HECO, MECO, HELCO, HTB and YB (Exhibit 10(b) to
HECO's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-4955).
10.8(d) Facilities and Operating Contract by and between CUSA and HECO dated
as of May 29, 1990 (Exhibit 10.10(b) to HECO's Annual Report Form 10-
K for the fiscal year ended December 31, 1991, File No. 1-4955).
10.8(e) Second Amendment, dated September 21, 1993, to the Facilities and
Operating Contract dated May 29, 1990, by and between CUSA and HECO
(Exhibit 10(c) to HECO's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993, File No. 1-4955).
10.9 Low Sulfur Fuel Oil Supply Contract between HIRI (succeeded by BHP)
and HECO dated April 25, 1990 (Exhibit 10(b) to HECO's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1990, File No. 1-
4955).
10.9(a) First Amendment, dated October 1, 1993, to Low Sulfur Fuel Oil Supply
Contract, dated April 25, 1990, between BHP and HECO (Exhibit 10(d)
to HECO's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-4955).
10.9(b) Inter-Island Industrial Fuel Oil and Diesel Fuel Contract by and
between HIRI (succeeded by BHP) and HECO, MECO and HELCO dated
September 23, 1991 (Exhibit 10(b) to HECO's Quarterly Report on Form
10-Q for the quarter ended September 30, 1991, File No. 1-4955).
10.9(c) Second Amendment, dated October 7, 1993, to Inter-Island Industrial
Fuel Oil and Diesel Fuel Contract, dated September 23, 1991 by and
between BHP and HECO, MECO and HELCO (Exhibit 10(e) to HECO's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-4955).
10.10 Low Sulfur Fuel Oil Sale/Purchase Contract between HECO and C. Itoh &
Co. (America), Inc. dated June 7, 1990 (Exhibit 10(c) to HECO's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1990,
File No. 1-4955).
10.11 Contract of private carriage by and between HITI and HELCO dated
November 10, 1993 (Exhibit 10.13 to HECO's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, File No. 1-4955).
10.12 Contract of private carriage by and between HITI and MECO dated
November 12, 1993 (Exhibit 10.14 to HECO's Annual Report on Form 10-K
for the fiscal year ended December 1, 1993, File No. 1-4955).
10.13 HECO Non-employee Directors' Deferred Compensation Plan (Exhibit
10.16 to HECO's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, File No. 1-4955).
10.14 HEI and HECO Executives' Deferred Compensation Agreement. The
agreement pertains to and is substantially identical for all the HEI
and HECO executive officers (Exhibit 10.15 to HEI's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, File No. 1-
8503).
70
Exhibit no. Description
----------- -----------
10.15 Contract of Sale between HECO and Malama Waterfront Corp., dated
December 20, 1989, for the sale and purchase of the Honolulu Power
Plant Parcels, Iwilei Tank Farm Parcel and the buildings, structures
and other improvements (Exhibit 10.18 to HEI's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, File No. 1-8503).
10.15(a) First Amendment to Contract of Sale by and between HECO and Malama
Waterfront Corp., dated September 25, 1990, amending the Contract of
Sale between HECO and Malama Waterfront Corp., dated December 20,
1989, for the sale and purchase of the Honolulu Power Plant Parcels,
Iwilei Tank Farm Parcel and the buildings, structures and other
improvements (Exhibit 10(d) to HEI's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990, File No. 1-8503).
*11 Computation of Earnings Per Share of Common Stock. See note on page 2
of HECO's 1994 Annual Report to Stockholder attached as Exhibit 13(b)
hereto.
*12(b) Computation of Ratio of Earnings to Fixed Charges. Filed herein as
page 75.
*13(b) Pages 2 to 31 and 33 of HECO's 1994 Annual Report to Stockholder
(with the exception of the data incorporated by reference in Part I,
Part II, Part III and Part IV, no other data appearing in the 1994
Annual Report to Stockholder is to be deemed filed as part of this
Form 10-K Annual Report).
*21(b) Subsidiaries of HECO. Filed herein as page 77.
*27(b) HECO and subsidiaries financial data schedule, December 31, 1994 and
year ended December 31, 1994.
*99(b) Reconciliation of electric utility operating income per HEI and HECO
Consolidated Statements of Income. Filed herein as page 79.
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized. The signatures 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/ Robert F. Mougeot By /s/ Paul Oyer
------------------------------- ----------------------------
Robert F. Mougeot Paul A. Oyer
Financial Vice President and Financial Vice President,
Chief Financial Officer of HEI Treasurer and Director of HECO
(Principal Financial Officer of (Principal Financial Officer of
HEI) HECO)
Date: March 21, 1995 Date: March 21, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrants and in their capacities at March 21, 1995. The signature of each of
the undersigned shall be deemed to relate only to matters having reference to
the above-named companies and any subsidiaries thereof.
SIGNATURE TITLE
--------- -----
/s/ Robert F. Clarke President and Director of HEI
------------------------------------ Chairman of the Board of Directors of HECO
Robert F. Clarke (Chief Executive Officer of HEI)
/s/ Harwood D. Williamson Director of HEI
------------------------------------ President and Director of HECO
Harwood D. Williamson (Chief Executive Officer of HECO)
/s/ Robert F. Mougeot Financial Vice President and
------------------------------------ Chief Financial Officer of HEI
Robert F. Mougeot (Principal Financial Officer of HEI)
/s/ Curtis Y. Harada Controller of HEI
------------------------------------ (Principal Accounting Officer of HEI)
Curtis Y. Harada
/s/ Paul Oyer Financial Vice President, Treasurer and
------------------------------------ Director of HECO
Paul A. Oyer (Principal Financial Officer of HECO)
80
SIGNATURES (Continued)
SIGNATURE TITLE
--------- -----
/s/ Ernest T. Shiraki Controller of HECO
------------------------------------ (Principal Accounting Officer of HECO)
Ernest T. Shiraki
/s/ Edwin L. Carter Director of HEI
------------------------------------
Edwin L. Carter
/s/ John D. Field Director of HEI
------------------------------------
John D. Field
/s/ Richard Henderson Director of HEI and HECO
------------------------------------
Richard Henderson
/s/ Ben F. Kaito Director of HEI and HECO
------------------------------------
Ben F. Kaito
/s/ Mildred D. Kosaki Director of HECO
------------------------------------
Mildred D. Kosaki
/s/Victor Hao Li Director of HEI
------------------------------------
Victor Hao Li
/s/ Bill D. Mills Director of HEI
------------------------------------
Bill D. Mills
/s/ A. Maurice Myers Director of HEI
------------------------------------
A. Maurice Myers
/s/ Ruth M. Ono Director of HEI
------------------------------------
Ruth M. Ono
81
SIGNATURES (Continued)
SIGNATURE TITLE
--------- -----
Director of HEI and HECO
------------------------------------
Diane J. Plotts
Director of HEI
------------------------------------
Oswald K. Stender
Director of HEI
------------------------------------
Kelvin H. Taketa
/s/ Jeffrey N. Watanabe Director of HEI
------------------------------------
Jeffrey N. Watanabe
Director of HECO
------------------------------------
Paul C. Yuen
82