================================================================================ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Exact Name of Registrant as Commission I.R.S. Employer Specified in Its Charter File Number Identification No. - ------------------------------------- ----------- ------------------ HAWAIIAN ELECTRIC INDUSTRIES, INC. 1-8503 99-0208097 and Principal Subsidiary HAWAIIAN ELECTRIC COMPANY, INC. 1-4955 99-0040500 STATE OF HAWAII - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 900 RICHARDS STREET, HONOLULU, HAWAII 96813 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) HAWAIIAN ELECTRIC INDUSTRIES, INC. ----- (808) 543-5662 HAWAIIAN ELECTRIC COMPANY, INC. ------- (808) 543-7771 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NONE - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) ================================================================================ 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 ____ ------ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class of Common Stock Outstanding July 28, 1995 - -------------------------------------------------------------------------------- Hawaiian Electric Industries, Inc. (Without Par Value)................... 29,283,840 Shares Hawaiian Electric Company, Inc. ($6 2/3 Par Value).................... 11,813,147 Shares (not publicly traded) ================================================================================ Hawaiian Electric Industries, Inc. and subsidiaries Hawaiian Electric Company, Inc. and subsidiaries Form 10-Q--Quarter ended June 30, 1995 INDEX PAGE NO. Glossary of terms...................................................... ii PART I. FINANCIAL INFORMATION Item 1. Financial statements Hawaiian Electric Industries, Inc. and subsidiaries --------------------------------------------------- Consolidated balance sheets (unaudited) - June 30, 1995 and December 31, 1994...................................... 1 Consolidated statements of income (unaudited) - three and six months ended June 30, 1995 and 1994........................ 2 Consolidated statements of retained earnings (unaudited) - three and six months ended June 30, 1995 and 1994.......... 2 Consolidated statements of cash flows (unaudited) - six months ended June 30, 1995 and 1994........................ 3 Notes to consolidated financial statements (unaudited)....... 4 Hawaiian Electric Company, Inc. and subsidiaries ------------------------------------------------ Consolidated balance sheets (unaudited) - June 30, 1995 and December 31, 1994...................................... 8 Consolidated statements of income (unaudited) - three and six months ended June 30, 1995 and 1994........................ 9 Consolidated statements of retained earnings (unaudited) - three and six months ended June 30, 1995 and 1994.......... 9 Consolidated statements of cash flows (unaudited) - six months ended June 30, 1995 and 1994........................ 10 Notes to consolidated financial statements (unaudited)....... 11 Item 2. Management's discussion and analysis of financial condition and results of operations.................................. 14 PART II. OTHER INFORMATION Item 1. Legal proceedings............................................ 23 Item 5. Other information............................................ 23 Item 6. Exhibits and reports on Form 8-K............................. 24 Signatures............................................................. 24 i Hawaiian Electric Industries, Inc. and subsidiaries Hawaiian Electric Company, Inc. and subsidiaries Form 10-Q--Quarter ended June 30, 1995 GLOSSARY OF TERMS TERMS DEFINITIONS - ----- ----------- AFUDC Allowance for funds used during construction 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. BIF Bank Insurance Fund 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., Pacific Energy Conservation Services, Inc. and HEI Power Corp. (since its formation in March 1995) CONSUMER ADVOCATE Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation 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., Pacific Energy Conservation Services, Inc. and HEI Power Corp. (since its formation in March 1995) 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. HEIPC HEI Power Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. ii GLOSSARY OF TERMS, CONTINUED TERMS DEFINITIONS - ----- ----------- HELCO Hawaii Electric Light Company, Inc., a wholly owned electric utility subsidiary of Hawaiian Electric Company, Inc. HIG The Hawaiian Insurance & Guaranty Company, Limited, an insurance company which was placed in state rehabilitation proceedings. HEI Diversified, Inc. was the holder of record of HIG's common stock prior to August 16, 1994 HTB Hawaiian Tug & Barge Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and parent company of Young Brothers, Limited KWH Kilowatthour MECO Maui Electric Company, Limited, a wholly owned electric utility subsidiary of Hawaiian Electric Company, Inc. MPC Malama Pacific Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and parent company of several real estate subsidiaries MW Megawatt OTS Office of Thrift Supervision, Department of Treasury PBOP Postretirement benefits other than pensions PGV Puna Geothermal Venture PUC Public Utilities Commission of the State of Hawaii SAIF Savings Association Insurance Fund SEC Securities and Exchange Commission SFAS Statement of Financial Accounting Standards YB Young Brothers, Limited, a wholly owned subsidiary of Hawaiian Tug & Barge Corp. iii PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. FINANCIAL STATEMENTS - ----------------------------- Hawaiian Electric Industries, Inc. and subsidiaries CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands) June 30, December 31, 1995 1994 - ------------------------------------------------------------------------------------------------ ASSETS Cash and equivalents....................................... $ 79,435 $ 87,623 Accounts receivable and unbilled revenues, net............. 142,713 130,762 Inventories, at average cost............................... 38,034 43,126 Real estate developments................................... 36,758 33,956 Loans receivable, net...................................... 1,694,335 1,824,055 Marketable securities...................................... 1,341,741 1,099,810 Other investments.......................................... 74,959 77,297 Property, plant and equipment, net of accumulated depreciation of $794,723 and $747,503.................... 1,743,082 1,677,822 Regulatory assets.......................................... 100,181 95,257 Other...................................................... 62,044 59,301 Goodwill and other intangibles............................. 43,350 45,455 ----------- ---------- $ 5,356,632 $5,174,464 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable........................................... $ 90,738 $ 97,210 Deposit liabilities........................................ 2,163,382 2,129,310 Short-term borrowings...................................... 166,042 136,755 Securities sold under agreements to repurchase............. 278,979 123,301 Advances from Federal Home Loan Bank....................... 528,874 616,374 Long-term debt............................................. 753,084 718,240 Deferred income taxes...................................... 176,849 172,930 Unamortized tax credits.................................... 47,246 45,954 Contributions in aid of construction....................... 181,184 178,635 Other...................................................... 174,194 180,529 ----------- ---------- 4,560,572 4,399,238 ----------- ---------- PREFERRED STOCK OF ELECTRIC UTILITY SUBSIDIARIES Subject to mandatory redemption............................ 43,290 44,844 Not subject to mandatory redemption........................ 48,293 48,293 ----------- ---------- 91,583 93,137 ----------- ---------- STOCKHOLDERS' EQUITY Preferred stock, no par value, authorized 10,000 shares; issued: none.................................... -- -- Common stock, no par value, authorized 100,000 shares; issued and outstanding 29,243 shares and 28,655 shares............................................ 566,015 546,254 Retained earnings.......................................... 138,462 135,835 ----------- ---------- 704,477 682,089 ----------- ---------- $ 5,356,632 $5,174,464 =========== ========== See accompanying notes to consolidated financial statements. 1 Hawaiian Electric Industries, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended Six months ended June 30, June 30, (in thousands, except per share amounts and ------------------------ -------------------------- ratio of earnings to fixed charges) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ REVENUES Electric utility............................................... $244,506 $219,411 $477,027 $420,717 Savings bank................................................... 61,605 52,311 122,322 102,395 Other.......................................................... 13,786 12,834 26,822 26,486 -------- -------- -------- -------- 319,897 284,556 626,171 549,598 -------- -------- -------- -------- EXPENSES Electric utility............................................... 206,207 185,594 403,315 362,576 Savings bank................................................... 51,762 41,636 102,254 81,100 Other.......................................................... 15,858 14,371 30,223 29,563 -------- -------- -------- -------- 273,827 241,601 535,792 473,239 -------- -------- -------- -------- OPERATING INCOME (LOSS) Electric utility............................................... 38,299 33,817 73,712 58,141 Savings bank................................................... 9,843 10,675 20,068 21,295 Other.......................................................... (2,072) (1,537) (3,401) (3,077) -------- -------- -------- -------- 46,070 42,955 90,379 76,359 -------- -------- -------- -------- Interest expense--electric utility and other................... (15,515) (13,128) (30,467) (26,210) Allowance for borrowed funds used during construction.......................................... 1,338 945 2,505 1,816 Preferred stock dividends of electric utility subsidiaries......................................... (1,726) (1,796) (3,457) (3,596) Allowance for equity funds used during construction................................................. 2,618 2,095 4,985 4,046 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES..................................... 32,785 31,071 63,945 52,415 Income taxes................................................... 13,905 13,439 27,218 22,995 -------- -------- -------- -------- NET INCOME..................................................... $ 18,880 $ 17,632 $ 36,727 $ 29,420 ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING........................................... 29,063 28,013 28,919 27,892 ======== ======== ======== ======== EARNINGS PER COMMON SHARE...................................... $0.65 $0.63 $1.27 $1.05 ======== ======== ======== ======== DIVIDENDS PER COMMON SHARE..................................... $0.59 $0.58 $1.18 $1.16 ======== ======== ======== ======== RATIO OF EARNINGS TO FIXED CHARGES (SEC METHOD) EXCLUDING INTEREST ON ASB DEPOSITS........................... 1.93 2.10 ======== ======== INCLUDING INTEREST ON ASB DEPOSITS........................... 1.56 1.61 ======== ======== Hawaiian Electric Industries, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three months ended Six months ended June 30, June 30, ------------------------ -------------------------- (in thousands) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ RETAINED EARNINGS, BEGINNING OF PERIOD.......................... $136,712 $124,012 $135,835 $128,318 Net income...................................................... 18,880 17,632 36,727 29,420 Common stock dividends.......................................... (17,130) (16,238) (34,100) (32,332) -------- -------- -------- -------- RETAINED EARNINGS, END OF PERIOD................................ $138,462 $125,406 $138,462 $125,406 ======== ======== ======== ======== See accompanying notes to consolidated financial statements. 2 Hawaiian Electric Industries, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, ------------------------------ (in thousands) 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Income from continuing operations................................................................ $ 36,727 $ 29,420 Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities Depreciation and amortization of property, plant and equipment............................. 38,429 36,189 Other amortization......................................................................... 776 (506) Deferred income taxes and tax credits, net................................................. 6,074 6,275 Changes in assets and liabilities, net of effects from disposal of businesses Increase in accounts receivable and unbilled revenues, net............................. (11,850) (1,843) Decrease (increase) in inventories..................................................... 5,092 (3,386) Increase in real estate developments................................................... (685) (2,104) Increase in securities held for trading................................................ -- (15,958) Increase in regulatory assets.......................................................... (2,394) (6,486) Increase (decrease) in accounts payable................................................ (6,472) 8,932 Changes in other assets and liabilities................................................ (14,138) (19,000) --------- --------- 51,559 31,533 Cash used by discontinued operations............................................................. -- (32,377) --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES.............................................. 51,559 (844) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Loans receivable originated and purchased........................................................ (158,696) (305,498) Principal repayments on loans receivable......................................................... 64,061 136,008 Proceeds from sale of loans receivable........................................................... 3,582 1,888 "Held-to-maturity" mortgage-backed securities purchased.......................................... (79,566) (202,176) Principal repayments on "held-to-maturity" mortgage-backed securities............................ 63,084 125,486 Capital expenditures............................................................................. (102,892) (90,820) Contributions in aid of construction............................................................. 6,414 6,849 Other............................................................................................ 1,066 461 --------- --------- NET CASH USED IN INVESTING ACTIVITIES............................................................ (202,947) (327,802) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposit liabilities.............................................................. 34,072 50,777 Net increase in short-term borrowings with original maturities of three months or less.......................................................................... 30,135 118,910 Proceeds from other short-term borrowings........................................................ 745 637 Repayment of other short-term borrowings......................................................... (1,593) (2,941) Proceeds from securities sold under agreements to repurchase..................................... 326,500 -- Repurchase of securities sold under agreements to repurchase..................................... (172,339) -- Proceeds from advances from Federal Home Loan Bank............................................... 251,200 386,700 Principal payments on advances from Federal Home Loan Bank....................................... (338,700) (167,000) Proceeds from issuance of long-term debt......................................................... 48,213 31,542 Repayment of long-term debt...................................................................... (13,400) (75,427) Redemption of electric utility subsidiaries' preferred stock..................................... (1,554) (496) Net proceeds from issuance of common stock....................................................... 10,112 7,562 Common stock dividends........................................................................... (24,510) (23,563) Other............................................................................................ (5,681) (10,500) --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES........................................................ 143,200 316,201 --------- --------- Net decrease in cash and equivalents............................................................. (8,188) (12,445) Cash and equivalents, beginning of period........................................................ 87,623 116,260 --------- --------- CASH AND EQUIVALENTS, END OF PERIOD.............................................................. $ 79,435 $ 103,815 ========= ========= See accompanying notes to consolidated financial statements. 3 Hawaiian Electric Industries, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1995 and 1994 (Unaudited) - -------------------------------------------------------------------------------- (1) BASIS OF PRESENTATION - -------------------------- The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI's Annual Report on SEC Form 10-K for the year ended December 31, 1994 and the consolidated financial statements and the notes thereto in HEI's Quarterly Report on SEC Form 10-Q for the quarter ended March 31, 1995. In the opinion of HEI's management, the accompanying unaudited consolidated financial statements contain all material adjustments to present fairly the Company's financial position as of June 30, 1995 and December 31, 1994, and the results of its operations for the three months and six months ended June 30, 1995 and 1994, and its cash flows for the six months ended June 30, 1995 and 1994. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. Results of operations for interim periods are not necessarily indicative of results for future interim periods or the full year. (2) ELECTRIC UTILITY SUBSIDIARY - -------------------------------- For Hawaiian Electric Company, Inc.'s consolidated financial information, including its commitments and contingencies, see pages 8 through 14. (3) SAVINGS BANK SUBSIDIARY - ----------------------------- SELECTED CONSOLIDATED FINANCIAL INFORMATION American Savings Bank, F.S.B. and subsidiaries Income statement data Three months ended Six months ended June 30, June 30, -------------------- ------------------------ (in thousands) 1995 1994 1995 1994 - --------------------------------------------------------------------------------- Interest income................ $ 57,928 $ 50,429 $115,561 $ 98,528 Interest expense............... 34,999 24,768 67,974 47,915 -------- -------- -------- -------- NET INTEREST INCOME............ 22,929 25,661 47,587 50,613 Provision for losses........... (240) (242) (625) (484) Other income................... 3,677 1,882 6,761 3,867 Operating, administrative and general expenses.......... (16,523) (16,626) (33,655) (32,701) -------- -------- -------- -------- OPERATING INCOME............... 9,843 10,675 20,068 21,295 Income taxes................... 4,139 4,457 8,415 8,869 -------- -------- -------- -------- NET INCOME.................... $ 5,704 $ 6,218 $ 11,653 $ 12,426 ======== ======== ======== ======== 4 American Savings Bank, F.S.B. and subsidiaries Balance sheet data June 30, December 31, (in thousands) 1995 1994 - ------------------------------------------------------------------------------ ASSETS Cash and equivalents......................... $ 78,151 $ 76,502 Investment securities........................ 33,506 32,523 Mortgage-backed securities................... 1,308,235 1,067,287 Loans receivable, net........................ 1,694,335 1,824,055 Other........................................ 72,001 69,829 Goodwill and other intangibles............... 43,350 45,455 ---------- ---------- $3,229,578 $3,115,651 ========== ========== LIABILITIES AND EQUITY Deposit liabilities.......................... $2,163,382 $2,129,310 Securities sold under agreements to repurchase.................................. 278,979 123,301 Advances from Federal Home Loan Bank......... 528,874 616,374 Other........................................ 57,134 51,078 ---------- ---------- 3,028,369 2,920,063 Common stock equity.......................... 201,209 195,588 ---------- ---------- $3,229,578 $3,115,651 ========== ========== (4) REAL ESTATE SUBSIDIARY - --------------------------- MPC and its subsidiaries' total real estate project inventory, equity investment in real estate joint ventures and loans and advances to unconsolidated joint ventures or joint venture partners amounted to $51 million at June 30, 1995 and December 31, 1994. MPC's present focus is to reduce its current investment in real estate development assets and increase cash flow by continuing the development and sales of its existing projects. There are currently no plans to invest in new projects. At June 30, 1995, 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 $7.4 million of outstanding loans and $5.6 million of additional undrawn loan facilities. All such loans are collateralized by real property. At June 30, 1995, HEI had agreed with the lenders of construction loans and loan facilities, of which approximately $12.7 million was outstanding and $5.8 million was undrawn, that it will maintain ownership of l00% 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 as guarantor. (5) CASH FLOWS - --------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest (net of capitalized amounts) and income taxes was as follows: Six months ended June 30, ----------------- (in thousands) 1995 1994 - ------------------------------------------------------------ Interest (including interest paid by savings bank, but excluding interest paid on nonrecourse debt from leveraged leases)................................ $92,457 $72,815 ======= ======= Interest on nonrecourse debt from leveraged leases....................... $ 4,534 $ 4,754 ======= ======= Income taxes............................. $19,809 $16,224 ======= ======= 5 SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES In the six months ended June 30, 1995, ASB received $223 million in mortgage- backed securities in exchange for loans. Common stock dividends reinvested by shareholders in HEI common stock in noncash transactions amounted to $9.6 million and $8.8 million for the six months ended June 30, 1995 and 1994, respectively. The allowance for equity funds used during construction, which was capitalized primarily as part of the cost of electric utility plant, amounted to $5.0 million and $4.0 million for the six months ended June 30, 1995 and 1994, respectively. In March 1994, Malama Development Corp.'s Baldwin*Malama partnership closed on an option to purchase approximately 147 acres of land on the island of Maui from Baldwin Pacific Properties, Inc. Of the total land purchase price of $9.9 million, Baldwin*Malama issued mortgage notes payable of $8.0 million in noncash consideration. (6) ACCOUNTING CHANGES - ----------------------- LONG-LIVED ASSETS In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of that loss would be based on the fair value of the asset. Generally, SFAS No. 121 requires that long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less cost to sell. SFAS No. 121 also requires that a rate-regulated enterprise recognize an impairment for the amount of costs excluded when a regulator excludes all or part of a cost from the enterprise's rate base. The provisions of SFAS No. 121 must be adopted by the Company no later than January 1, 1996. The Company has not determined when it will adopt the provisions of SFAS No. 121 nor the impact of the adoption of SFAS No. 121 on its consolidated financial condition or results of operations. MORTGAGE SERVICING RIGHTS In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage Servicing Rights." SFAS No. 122 requires that a mortgage banking enterprise (as defined) that acquires mortgage servicing rights through either the purchase or origination of mortgage loans and sells or securitizes those loans with servicing rights retained should allocate the total cost of the mortgage loans to the mortgage servicing rights and the loans based on their relative fair values if it is practicable to estimate those fair values. The provisions of SFAS No. 122 will be adopted by ASB on January 1, 1996. If SFAS No. 122 were adopted on January 1, 1995, it would not have had a material effect on the Company's consolidated financial condition or results of operations. 6 (7) DISCONTINUED OPERATIONS - ---------------------------- THE HAWAIIAN INSURANCE & GUARANTY CO., LIMITED HIG and its subsidiaries (collectively, the HIG Group) are property and casualty insurance companies. HEIDI was the holder of record of all the common stock of HIG until August 16, 1994. In December 1992, due to a significant increase in the estimate of policyholder claims from Hurricane Iniki, the HEI Board of Directors concluded it would not contribute additional capital to HIG and the remaining investment in the HIG Group was written off. On December 24, 1992, a formal rehabilitation order vested full control over the HIG Group in the Insurance Commissioner (the Rehabilitator) and her deputies. On April 12, 1993, the Rehabilitator, the HIG Group and others filed a complaint against HEI, HEIDI and others. The complaint, which was subsequently amended, set forth several separate counts, including claims that directors and officers of HEI, HEIDI and the HIG Group were responsible for the losses suffered by the HIG Group and claims that HEI and/or HEIDI should be held liable for HIG's obligations. The lawsuit was settled in 1994 and in August 1994, $32 million was disbursed to the Rehabilitator. In exchange, all the plaintiffs released their claims against HEI, its affiliates and their past and present officers and directors. The $32 million settlement amount, less income tax benefits and certain amounts recognized in previously established reserves, resulted in a $15 million after- tax charge to discontinued operations in 1993. HEI and HEIDI are seeking reimbursement for the settlement and defense costs from its insurance carriers. One of the insurance carriers has filed a declaratory relief action seeking resolution of insurance coverage and other policy issues, and HEI and HEIDI have filed counterclaims. Trial was scheduled for October 1995, but will be postponed. Recoveries from HEI's insurance carriers, if any, will be recognized when realized. In December 1994, five insurance agencies, which had served as insurance agents for the HIG Group, filed a complaint against HEI, HEIDI and others. The complaint set forth several causes of action, including breach of contract and piercing the corporate veil. The plaintiffs ask for relief from the defendants, including compensatory damages for lost commissions, lost business and lost profits in an amount to be proven at trial and punitive damages. In the opinion of management, losses, if any, resulting from the ultimate outcome of the lawsuit will not have a material adverse effect on the Company's financial condition or results of operations. 7 Hawaiian Electric Company, Inc. and subsidiaries CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, (in thousands, except par value) 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------------- ASSETS Utility plant, at cost Property, plant and equipment.............................................................. $ 2,202,753 $2,129,274 Construction in progress................................................................... 187,998 164,247 Less--accumulated depreciation............................................................. (737,533) (702,945) ------------ ---------- NET UTILITY PLANT.................................................................... 1,653,218 1,590,576 ------------ ---------- Current assets Cash and equivalents....................................................................... 439 10,694 Customer accounts receivable, net.......................................................... 66,789 60,406 Accrued unbilled revenues, net............................................................. 38,735 38,435 Other accounts receivable, net............................................................. 11,660 10,302 Fuel oil stock, at average cost............................................................ 16,685 21,966 Materials and supplies, at average cost.................................................... 20,180 20,108 Prepayments and other...................................................................... 2,434 2,028 ------------ ---------- TOTAL CURRENT ASSETS................................................................. 156,922 163,939 ------------ ---------- Other assets Regulatory assets.......................................................................... 97,525 92,524 Other...................................................................................... 40,492 42,081 ------------ ---------- TOTAL OTHER ASSETS................................................................... 138,017 134,605 ------------ ---------- $ 1,948,157 $1,889,120 ============ ========== CAPITALIZATION AND LIABILITIES Capitalization Common stock, $6 2/3 par value, authorized 50,000 shares; outstanding 11,813 shares................................................ $ 78,766 $ 78,766 Premium on capital stock................................................................... 246,660 246,600 Retained earnings.......................................................................... 325,048 308,535 ------------ ---------- COMMON STOCK EQUITY.................................................................. 650,474 633,901 Cumulative preferred stock Not subject to mandatory redemption..................................................... 48,293 48,293 Subject to mandatory redemption......................................................... 41,070 42,470 Long-term debt, net........................................................................ 516,927 468,653 ------------ ---------- TOTAL CAPITALIZATION................................................................. 1,256,764 1,193,317 ------------ ---------- Current liabilities Long-term debt due within one year......................................................... 9,903 20,933 Preferred stock sinking fund requirements.................................................. 2,220 2,374 Short-term borrowings - nonaffiliates...................................................... 124,315 117,866 Short-term borrowings - affiliate.......................................................... 14,450 -- Accounts payable........................................................................... 47,017 54,662 Interest and preferred dividends payable................................................... 9,741 8,575 Income taxes payable....................................................................... 2,851 3,300 Other taxes accrued........................................................................ 32,637 39,666 Other...................................................................................... 27,554 30,111 ------------ ---------- TOTAL CURRENT LIABILITIES............................................................ 270,688 277,487 ------------ ---------- Deferred credits and other liabilities Deferred income taxes...................................................................... 110,197 108,362 Unamortized tax credits.................................................................... 46,277 44,939 Other...................................................................................... 83,047 86,380 ------------ ---------- TOTAL DEFERRED CREDITS AND OTHER LIABILITIES......................................... 239,521 239,681 ------------ ---------- Contributions in aid of construction.......................................................... 181,184 178,635 ------------ ---------- $ 1,948,157 $1,889,120 ============ ========== See accompanying notes to HECO's consolidated financial statements. 8 Hawaiian Electric Company, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended Six months ended June 30, June 30, (in thousands, except for ratio of earnings ------------------------ -------------------------- to fixed charges) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ OPERATING REVENUES............................................ $242,646 $217,884 $473,822 $417,982 -------- -------- -------- -------- OPERATING EXPENSES Fuel oil...................................................... 48,816 41,462 97,293 80,080 Purchased power............................................... 70,890 69,294 134,743 132,280 Other operation............................................... 34,212 28,383 68,395 58,094 Maintenance................................................... 12,411 10,537 23,633 21,279 Depreciation and amortization................................. 17,028 15,976 34,010 32,093 Taxes, other than income taxes................................ 22,688 19,821 44,767 38,559 Income taxes.................................................. 12,096 10,776 23,270 17,830 -------- -------- -------- -------- 218,141 196,249 426,111 380,215 -------- -------- -------- -------- OPERATING INCOME.............................................. 24,505 21,635 47,711 37,767 -------- -------- -------- -------- OTHER INCOME Allowance for equity funds used during construction........... 2,618 2,095 4,985 4,046 Other, net.................................................... 1,710 1,416 2,947 2,601 -------- -------- -------- -------- 4,328 3,511 7,932 6,647 -------- -------- -------- -------- INCOME BEFORE INTEREST AND OTHER CHARGES...................... 28,833 25,146 55,643 44,414 -------- -------- -------- -------- INTEREST AND OTHER CHARGES Interest on long-term debt.................................... 8,587 7,518 16,665 15,530 Amortization of net bond premium and expense.................. 320 290 634 537 Other interest charges........................................ 1,998 1,299 4,052 2,103 Allowance for borrowed funds used during construction........................................ (1,338) (945) (2,505) (1,816) Preferred stock dividends of subsidiaries..................... 692 714 1,384 1,430 -------- -------- -------- -------- 10,259 8,876 20,230 17,784 -------- -------- -------- -------- INCOME BEFORE PREFERRED STOCK DIVIDENDS OF HECO............... 18,574 16,270 35,413 26,630 Preferred stock dividends of HECO............................. 1,034 1,082 2,073 2,166 -------- -------- -------- -------- NET INCOME FOR COMMON STOCK................................... $ 17,540 $ 15,188 $ 33,340 $ 24,464 ======== ======== ======== ======== RATIO OF EARNINGS TO FIXED CHARGES (SEC METHOD)............................................... 3.34 3.03 ======== ======== Hawaiian Electric Company, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (UNAUDITED) Three months ended Six months ended June 30, June 30, ------------------------ ------------------------- (in thousands) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ RETAINED EARNINGS, BEGINNING OF PERIOD.......................... $315,408 $274,754 $308,535 $275,401 Net income for common stock..................................... 17,540 15,188 33,340 24,464 Common stock dividends.......................................... (7,900) (1,330) (16,827) (11,253) -------- -------- -------- -------- RETAINED EARNINGS, END OF PERIOD................................ $325,048 $288,612 $325,048 $288,612 ======== ======== ======== ======== HEI owns all the common stock of HECO. Therefore, per share data with respect to shares of common stock of HECO are not meaningful. See accompanying notes to HECO's consolidated financial statements. 9 Hawaiian Electric Company, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, ------------------------ (in thousands) 1995 1994 - -------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Income before preferred stock dividends of HECO................................. $ 35,413 $ 26,630 Adjustments to reconcile income before preferred stock dividends of HECO to net cash provided by operating activities Depreciation and amortization of property, plant and equipment............ 34,010 32,093 Other amortization........................................................ 2,816 2,836 Deferred income taxes..................................................... 1,837 1,752 Tax credits, net.......................................................... 2,174 1,702 Allowance for equity funds used during construction....................... (4,985) (4,046) Changes in assets and liabilities Increase in accounts receivable........................................... (7,741) (21) Decrease (increase) in accrued unbilled revenues.......................... (300) 799 Decrease (increase) in fuel oil stock..................................... 5,281 (4,520) Decrease (increase) in materials and supplies............................. (72) 1,310 Increase in regulatory assets............................................. (2,394) (6,486) Increase (decrease) in accounts payable................................... (7,645) 9,763 Increase in interest and preferred dividends payable...................... 1,166 752 Changes in other assets and liabilities................................... (14,012) (17,757) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES....................................... 45,548 44,807 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures............................................................ (95,741) (86,668) Contributions in aid of construction............................................ 6,414 6,849 -------- -------- NET CASH USED IN INVESTING ACTIVITIES........................................... (89,327) (79,819) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Common stock dividends.......................................................... (16,827) (11,253) Preferred stock dividends....................................................... (2,073) (2,166) Proceeds from issuance of long-term debt........................................ 48,213 31,542 Repayment of long-term debt..................................................... (11,000) (48,027) Redemption of preferred stock................................................... (1,554) (496) Net increase in short-term borrowings from nonaffiliates and affiliate with original maturities of three months or less................. 20,899 73,810 Other........................................................................... (4,134) (6,492) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES....................................... 33,524 36,918 -------- -------- Net increase (decrease) in cash and equivalents................................. (10,255) 1,906 Cash and equivalents, beginning of period....................................... 10,694 1,922 -------- -------- CASH AND EQUIVALENTS, END OF PERIOD............................................. $ 439 $ 3,828 ======== ========= See accompanying notes to HECO's consolidated financial statements. 10 Hawaiian Electric Company, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1995 and 1994 (Unaudited) - -------------------------------------------------------------------------------- (1) BASIS OF PRESENTATION - -------------------------- The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HECO's Annual Report on SEC Form 10-K for the year ended December 31, 1994 and the consolidated financial statements and the notes thereto in HECO's Quarterly Report on SEC Form 10-Q for the quarter ended March 31, 1995. In the opinion of HECO's management, the accompanying unaudited consolidated financial statements contain all material adjustments to present fairly the financial position of HECO and its subsidiaries as of June 30, 1995 and December 31, 1994, and the results of their operations for the three months and six months ended June 30, 1995 and 1994, and their cash flows for the six months ended June 30, 1995 and 1994. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. Results of operations for interim periods are not necessarily indicative of results for future interim periods or the full year. (2) CASH FLOWS - --------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest (net of capitalized amounts) and income taxes was as follows: Six months ended June 30, ----------------- (in thousands) 1995 1994 - ------------------------------------------------------------ Interest................................. $17,332 $17,331 ======= ======= Income taxes............................. $19,174 $12,868 ======= ======= SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES The allowance for equity funds used during construction, which was capitalized primarily as part of the cost of electric utility plant, amounted to $5.0 million and $4.0 million for the six months ended June 30, 1995 and 1994, respectively. (3) COMMITMENTS AND CONTINGENCIES - ---------------------------------- HELCO POWER SITUATION HELCO has a power purchase agreement with Hilo Coast Processing Company (HCPC), currently for 22 MW of firm capacity. On December 12, 1994, at a time when the HCPC contract was for delivery of 18 MW, HCPC filed a Chapter 11 bankruptcy petition and advised HELCO that it would cease operating its plant in December 1994. By stipulation, HELCO obtained a temporary restraining order (TRO) and, later, extensions of such order, requiring HCPC to continue operations of the HCPC facility through July 14, 1995, with HELCO to pay an additional amount for the power HCPC supplies (which was increased to 20 MW, then as of June 1, 1995, to 22 MW under the TRO). On January 5, 1995, HELCO and HCPC entered into an agreement in principle, subject to the negotiation and execution of a definitive agreement, to amend the existing power purchase agreement through December 1999. Extensions of the 11 TRO incorporated the terms of the agreement in principle. The definitive agreement, which was executed in the form of a number of separate agreements on March 24, 1995, is not effective until it is approved by the bankruptcy court (or the bankruptcy proceeding is dismissed by the bankruptcy court), and is subject to cancellation by HELCO if not approved by the PUC within 180 days of its execution. On July 17, 1995, the bankruptcy court approved the agreements and the dismissal of HCPC from bankruptcy, subject to completion of collateral agreements between HCPC and the state. The effective date of the amended and restated power purchase agreement is pending completion of those agreements and issuance of the final order from the court. HELCO is proceeding with plans to install two 20-MW combustion turbines in 1996, followed by an 18-MW heat steam recovery generator in 1997, at which time these units will be converted to a 56-MW (net) combined-cycle unit, subject in each case to obtaining necessary permits. The PUC approved the expenditure of funds for the first unit and a request for approval of the second unit is pending before the PUC. Expenditures for the first unit were approximately $25 million as of June 30, 1995. HELCO's total investment in this project was approximately $39 million as of June 30, 1995. HELCO has encountered procedural and other difficulties in obtaining the necessary air permit and Conservation District Use Permit which would allow the combined-cycle unit to be constructed. Although progress is being made in obtaining both permits, HELCO's unit installation schedule has been adversely impacted as a result of the permitting delays. In June 1995, HELCO filed with the PUC its contingency plan detailing alternatives to meet the island of Hawaii's projected energy needs and HELCO is actively working to implement viable, timely and cost-effective alternatives. Until the margin between the forecasted load and capacity reaches an acceptable level, management believes that there is a risk of capacity shortages on the island that could result in rolling blackouts within the next year. Two independent power producers (IPPs) have filed with the PUC separate complaints against HELCO, alleging that they are entitled to a power purchase contract to provide HELCO with additional capacity. On July 31, 1995, the PUC issued a decision and order in the docket involving one of the IPPs, Kawaihae Cogeneration Partners (KCP). In the order, the PUC stated its position on various issues impacting HELCO's avoided cost calculations (several of which were contrary to HELCO's recommendations) and ordered HELCO to negotiate with KCP toward a power purchase agreement and to report to the PUC within 60 days of the order if agreement is not reached by that time. HELCO plans to file a motion for reconsideration and/or clarification of the PUC's order. Meanwhile, HELCO plans to negotiate with both independent power producers within the time frame ordered by the PUC. Whether these negotiations will result in a purchased power contract and whether any such contract will have any impact on the $39 million incurred by HELCO in attempting to install the combined-cycle unit, cannot be determined at this time. HECO POWER OUTAGE On April 9, 1991, HECO experienced a power outage that affected all customers on the island of Oahu. The PUC initiated an investigation of the outage, which was consolidated with a pending investigation of an outage that occurred in 1988. Power Technologies, Inc. (PTI), an independent consultant hired by HECO with the approval of the PUC, investigated the outage. HECO is implementing certain of PTI's recommendations and is either studying or disagrees with certain of the other recommendations. Management cannot predict the timing and outcome of any PUC decision and order, if any, with respect to the outages or PTI's recommendations. As a result of the April 9, 1991 outage, HECO received 3,063 customer claims, which totaled approximately $7.8 million, within the time limit to file claims. 1,530 of these claims are for property damage and most have been settled, with no admission of liability, or closed. None of the other 1,533 claims, which generally involve personal injury or economic loss, such as lost profits, has been settled. HECO's PUC-approved tariff states that HECO is not liable for interruptions or insufficiency of supply when the cause was beyond HECO's control through the exercise of reasonable diligence and care. Seven direct or indirect business customers have filed a lawsuit against HECO on behalf of themselves and an alleged class, claiming $75 million in compensatory damages and additional unspecified amounts for punitive damages because of the April 9, 1991 outage. HECO has filed an answer which denies the principal allegations in the complaint. The class has not been certified. Trial has been set for January 1996. In 1991, HECO recorded a liability of $1 million for the total amount of expected defense costs and settlements with respect to the outage. In the opinion of management, losses (if any) in excess of the amount for which provision has been made, net of estimated insurance recoveries, resulting from the ultimate outcome of the lawsuit and claims related to the April 1991 outage will not have a material adverse effect on the Company. 12 (4) ACCOUNTING CHANGE - ---------------------- In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of that loss would be based on the fair value of the asset. Generally, SFAS No. 121 requires that long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less cost to sell. SFAS No. 121 also requires that a rate-regulated enterprise recognize an impairment for the amount of costs excluded when a regulator excludes all or part of a cost from the enterprise's rate base. The provisions of SFAS No. 121 must be adopted by HECO and its subsidiaries no later than January 1, 1996. HECO and its subsidiaries have not determined when they will adopt the provisions of SFAS No. 121 nor the impact of the adoption of SFAS No. 121 on HECO's consolidated financial condition or results of operations. (5) SUMMARIZED FINANCIAL INFORMATION - ------------------------------------- Summarized financial information for HECO's consolidated subsidiaries, HELCO and MECO, is as follows: BALANCE SHEET DATA HELCO MECO ------------------------------------- --------------------------------- June 30, December 31, June 30, December 31, (in thousands) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Current assets.................................. $ 25,392 $ 25,151 $ 25,371 $ 29,204 Noncurrent assets............................... 349,113 335,725 286,399 272,019 -------- -------- -------- -------- $374,505 $360,876 $311,770 $301,223 ======== ======== ======== ======== Common stock equity............................. $124,020 $120,908 $110,805 $108,313 Cumulative preferred stock Not subject to mandatory redemption......... 10,000 10,000 8,000 8,000 Subject to mandatory redemption............. 7,800 7,800 6,545 6,545 Current liabilities............................. 62,482 59,787 39,679 34,197 Noncurrent liabilities.......................... 170,203 162,381 146,741 144,168 -------- -------- -------- -------- $374,505 $360,876 $311,770 $301,223 ======== ======== ======== ======== INCOME STATEMENT DATA HELCO MECO -------------------------------------------- --------------------------------------------- Three months ended Six months ended Three months ended Six months ended June 30, June 30, June 30, June 30, --------------------- --------------------- ---------------------- --------------------- (in thousands) 1995 1994 1995 1994 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------ Operating revenues............. $33,551 $30,667 $66,246 $59,618 $31,448 $29,298 $61,241 $56,659 Operating income............... 3,933 2,921 7,356 5,324 4,147 4,049 7,890 7,677 Net income for common stock......... 3,111 2,182 5,659 3,535 2,810 2,496 5,099 4,444 13 (6) RECONCILIATION OF ELECTRIC UTILITY OPERATING INCOME PER HEI AND HECO - -------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME --------------------------------- Three months ended Six months ended June 30, June 30, ------------------------ ---------------------- (in thousands) 1995 1994 1995 1994 - ----------------------------------------------------------------------------------- Operating income from regulated and nonregulated activities before income taxes (per HEI consolidated statements of income)............ $ 38,299 $ 33,817 $ 73,712 $ 58,141 Deduct: Income taxes on regulated activities.................... (12,096) (10,776) (23,270) (17,830) Revenues from nonregulated activities....... (1,860) (1,527) (3,205) (2,735) Add: Expenses from nonregulated activities....... 162 121 474 191 -------- -------- -------- -------- Operating income from regulated activities after income taxes (per HECO consolidated statements of income)............ $ 24,505 $ 21,635 $ 47,711 $ 37,767 ======== ======== ======== ======== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------------------------------------------------------------------------------- OF OPERATIONS - ------------- The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes. RESULTS OF OPERATIONS CONSOLIDATED - ------------ Three months ended June 30, (in thousands, except per ---------------------- % Primary reason(s) for share amounts) 1995 1994 change significant change* - ------------------------------------------------------------------------------------- Revenues....................... $319,897 $284,556 12 Increase for all segments Operating income............... 46,070 42,955 7 Increase for the electric utility segment Net income..................... 18,880 17,632 7 Higher operating income and lower effective tax rate, partly offset by higher interest expense due to higher average borrowings Earnings per common share........................ 0.65 0.63 3 See explanation for "net income," partly offset by an increase in shares outstanding Weighted average number of common shares outstanding.................. 29,063 28,013 4 Issuances under the Dividend Reinvestment and Stock Purchase Plan and other plans * Also see segment discussions which follow. 14 Six months ended June 30, (in thousands, except per ---------------------- % Primary reason(s) for share amounts) 1995 1994 change significant change* - ---------------------------------------------------------------------------------------------------------------------------------- Revenues..................... $626,171 $549,598 14 Increase for all segments Operating income............. 90,379 76,359 18 Increase for the electric utility segment Net income................... 36,727 29,420 25 Higher operating income and lower effective tax rate, partly offset by higher interest expense due to higher average borrowings Earnings per common share.... 1.27 1.05 21 See explanation for "net income," partly offset by an increase in shares outstanding Weighted average number of common shares outstanding.................. 28,919 27,892 4 Issuances under the Dividend Reinvestment and Stock Purchase Plan and other plans * Also see segment discussions which follow. Following is a general discussion of revenues, expenses and operating income by business segment. ELECTRIC UTILITY - ---------------- Three months ended June 30, (in thousands, except per ---------------------- % Primary reason(s) for barrel amounts) 1995 1994 change significant change - ---------------------------------------------------------------------------------------------------------------------------------- Revenues..................... $244,506 $219,411 11 Higher rate relief ($10 million), higher fuel oil prices ($10 million) which are passed on to customers and a 3.0% increase in KWH sales ($5 million) Expenses Fuel oil.................. 48,816 41,462 18 Higher fuel oil prices Purchased power........... 70,890 69,294 2 More KWHs purchased Other..................... 86,501 74,838 16 Higher other operation and maintenance expense including the increase in postretirement benefits other than pensions (PBOP) expense, depreciation expense and taxes, other than income taxes Operating income............. 38,299 33,817 13 Higher rate relief and a 3.0% increase in KWH sales, partly offset by higher expenses Net income................... 17,540 15,188 15 Higher operating income and higher AFUDC, partly offset by higher interest expense Fuel oil price per barrel.... 20.56 17.52 17 15 Six months ended June 30, (in thousands, except per ---------------------- % Primary reason(s) for barrel amounts) 1995 1994 change significant change - ------------------------------------------------------------------------------------ Revenues....................... $477,027 $420,717 13 Higher rate relief ($30 million), higher fuel oil prices ($20 million) which are passed on to customers and a 2.1% increase in KWH sales ($10 million) due primarily to an increase in load and warmer weather Expenses Fuel oil.................... 97,293 80,080 21 Higher fuel oil prices and more KWHs generated Purchased power............. 134,743 132,280 2 Higher purchased energy prices Other....................... 171,279 150,216 14 Higher other operation and maintenance expense including the increase in PBOP expense, depreciation expense and taxes, other than income taxes Operating income............... 73,712 58,141 27 Higher rate relief and a 2.1% increase in KWH sales, partly offset by higher expenses Net income..................... 33,340 24,464 36 Higher operating income and higher AFUDC, partly offset by higher interest expense Fuel oil price per barrel...... 20.19 16.93 19 There have been a number of rate changes for HECO and its subsidiaries in 1994 and 1995. Among the most significant increases were HECO's interim rate increases and the rate increase for PBOP. HECO received interim rate relief on April 1, 1994 for test year 1994. HECO's first quarter 1994 results did not include interim rate relief. For test year 1995, HECO received interim rate relief on January 1, 1995. The PUC's decision allowing recovery of PBOP costs was also effective on January 1, 1995. Thus, consolidated revenues for the first half of 1995 included approximately $30 million more rate relief than the first half of 1994. MAJOR CUSTOMERS Approximately 10% of consolidated operating revenues of HECO and its subsidiaries represents the sale of electricity to various federal government agencies in 1994. One of HECO's large customers, the Naval Base at Barbers Point, Oahu, is expected to be closed within the next few years. However, HECO anticipates that the base closure will result in little, if any, loss in aggregate KWH sales, as the Navy will continue to occupy portions of Barbers Point and much of the surplus facilities and land currently not utilized by the Navy will probably be occupied by state agencies. The Navy is currently conducting preliminary self-/co-generation feasibility studies for the Pearl Harbor Naval Base and the Marine Corps Base Hawaii. The studies were initiated to investigate cost reduction opportunities and provide the Navy with information for use in evaluating HECO proposals for a long-term exclusive service contract. HECO is working with the Navy to develop a long-term service arrangement that is beneficial to both parties. 16 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. Some Department of Defense installations may sign a Basic Ordering Agreement with HECO under which HECO would finance and install energy conservation projects for the Department of Defense. 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. REGULATION OF ELECTRIC UTILITY RATES The PUC has broad discretion in its regulation of the rates charged by HEI's electric 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 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. Pending rate requests - --------------------- . In December 1993, HECO applied to the PUC for permission to increase electric rates, based on a 1995 test year. The requested increase, as subsequently revised, represented an increase of approximately $28.2 million in annual revenues over revenues from permanent rates in effect at the time of the revised filing, and was based on a 13.25% return on average common equity. The revised requested increase was needed to cover rising operating costs and costs of new capital projects to maintain and improve service reliability. In December 1994, HECO received an interim decision and order authorizing an increase of $13.2 million, or 1.9%, in annual revenues, based on a 12.6% return on average common equity. Approximately $10.6 million and $1.4 million of the interim increase took effect on January 1, 1995 and May 1, 1995, respectively. . In March 1995, HELCO applied to the PUC for permission to increase electric rates to provide $27 million in additional annual revenues (excluding the effect of the potential imposition on HELCO of real property taxes), which represents an 18.7% increase over current rates, based on a 1996 test year and a 13.5% return on average common equity. . In February 1995, MECO applied to the PUC for permission to increase electric rates to provide $23 million in annual revenues, which represents a 17.4% increase over current rates, based on a 1996 test year and a 13.5% return on average common equity. 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. Self Insured Property Damage Reserve - ------------------------------------ In March 1995, the PUC opened a generic docket to investigate whether the public utilities in the State of Hawaii should be allowed to establish self-insured property damage reserves to cover the cost of damage to their facilities and equipment caused by catastrophic natural disasters. HECO's overhead transmission and distribution system is susceptible to wind damage, and its underground system is susceptible to earthquake and flood damage. The overhead and underground transmission and distribution systems have a replacement value in excess of $1 billion and are uninsured because the amount of transmission and distribution system insurance available is limited and the premiums are extremely high. Hearings on this docket are scheduled for August 1996. 17 SAVINGS BANK - ------------ Three months ended June 30, -------------------- % (in thousands) 1995 1994 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------------- Revenues...................... $ 61,605 $ 52,311 18 Higher interest income as a result of higher average mortgage-backed securities balance and yield, partly offset by lower average loans receivable balance Operating income.............. 9,843 10,675 (8) Lower net interest income due to lower interest rate spread Net income.................... 5,704 6,218 (8) Lower operating income Interest rate spread.......... 2.88% 3.76% 5 basis points increase in the weighted average yield on interest-earning assets and 93 basis points increase in the weighted average rate on interest-bearing liabilities Six months ended June 30, -------------------- % (in thousands) 1995 1994 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------------- Revenues...................... $122,322 $102,395 19 Higher interest income as a result of higher average mortgage-backed securities balance and yield Operating income.............. 20,068 21,295 (6) Lower net interest income due to lower interest rate spread and higher compensation and employee benefits expenses Net income.................... 11,653 12,426 (6) Lower operating income Interest rate spread.......... 2.98% 3.79% 4 basis points increase in the weighted average yield on interest-earning assets and 85 basis points increase in the weighted average rate on interest-bearing liabilities In 1994, the federal funds rate, which is the rate charged by banks for overnight loans to each other and which has a significant influence on consumer rates, increased 250 basis points to 5.5%. In the first six months of 1995, the federal funds rate increased 50 basis points to 6.0%. In July 1995, the federal funds rate dropped 25 basis points to 5.75%. The demand for mortgage loans has decreased due to the slow real estate market in Hawaii. Another trend has been the outflow of deposits partly due to competition from money market funds. In the first six months of 1995, there was a savings outflow of $4 million, offset by interest credited of $38 million. In 1994, for funding loans and purchasing mortgage-backed securities, ASB turned to higher cost advances from the Federal Home Loan Bank and securities sold under agreements to repurchase. The use of higher cost sources of funds puts downward pressure on ASB's interest rate spread. 18 The decrease in interest rate spread can also be attributed to the changing interest rate environment. During 1994 and the first half of 1995, rising interest rates caused the cost of interest-bearing liabilities to increase. However, the average yield on interest-earning assets for 1994 decreased 48 basis points compared to 1993 due in part to 1993's refinancings and the lag in the repricing of adjustable loans and mortgage-backed securities. The average yield for the first half of 1995 increased only 4 basis points over the first half of 1994 as the repricing of interest-earning assets lagged the repricing of interest-bearing liabilities. In the future, ASB's cost of interest-bearing liabilities may further increase, which may result in a decreased interest rate spread and lower net interest income. If interest rates stabilize, however, ASB's spread is expected to improve as adjustable-rate mortgages reprice to market levels. OTHER - ----- Three months ended June 30, -------------------- % (in thousands) 1995 1994 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------------- Revenues..................... $13,786 $12,834 7 Freight transportation subsidiaries' higher general freight revenues (due to YB's 6% rate increase effective December 15, 1994 and 2.66% rate increase effective January 1, 1995 to recover PBOP costs) and higher interstate revenues and contract tows Operating loss............... (2,072) (1,537) (35) Real estate activity losses and the start-up costs of HEIPC Six months ended June 30, -------------------- % (in thousands) 1995 1994 change Primary reason(s) for significant change - -------------------------------------------------------------------------------------------------------------------------------- Revenues..................... $26,822 $26,486 1 Freight transportation subsidiaries' higher general freight revenues (due to YB's 6% rate increase effective December 15, 1994 and 2.66% rate increase effective January 1, 1995 to recover PBOP costs) and higher interstate revenues and contract tows, partly offset by MPC's lower unit sales (22 units closed in 1995 vs. 41 units in 1994) Operating loss............... (3,401) (3,077) (11) Real estate activity losses and the startup costs of HEIPC The "Other" business segment includes results of operations from HTB and its subsidiary, YB, which are maritime freight transportation companies; HEIIC, which is a company primarily holding investments in leveraged leases; MPC and its subsidiaries, which are real estate investment and development companies; PECS, which is an energy service company with no operations to date; HEIPC, which is a company formed in March 1995 to pursue independent power projects in Asia and the Pacific and which may also pursue energy conservation projects in place of PECS; HEI and HEIDI, which are holding companies; and eliminations of intercompany transactions. REAL ESTATE In 1994 and the first six months of 1995, MPC's real estate development activities were adversely impacted by economic conditions. The real estate market experienced slowdowns due to the weakness in Hawaii's economy. It is not expected that there will be significant growth in Hawaii's economy or a rebound in Hawaii's real estate market in the near term, although mortgage interest rates recently declined. MPC's present focus is to reduce its current investment in real estate development assets and increase cash flow by continuing the development and sales of its existing projects. There are currently 19 no plans to invest in new projects. For further information on MPC, see note (4) in HEI's "Notes to consolidated financial statements." OTHER In 1995, HEIPC and its joint venture partners submitted bids on two foreign independent power projects. To date, the bids have not been awarded. It is anticipated that future independent power projects will be financed largely with project debt. DISCONTINUED OPERATIONS - ----------------------- See note (7) in HEI's "Notes to consolidated financial statements" for information on the discontinued operations of HIG. ACCOUNTING CHANGES - ------------------ For discussions of SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," see note (6) in HEI's "Notes to consolidated financial statements" and note (4) in HECO's "Notes to consolidated financial statements." For a discussion of SFAS No. 122, "Accounting for Mortgage Servicing Rights," see note (6) in HEI's "Notes to consolidated financial statements." FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company and consolidated HECO believe that their ability to generate cash, both internally from operations and externally from debt and equity issues, is adequate to maintain sufficient liquidity to fund their construction programs and to cover debt retirements and other cash requirements in the foreseeable future. The consolidated capital structure of HEI was as follows: (in millions) June 30, 1995 December 31, 1994 - ------------------------------------------------------------------------------ Short-term borrowings.......... $ 166 10% $ 137 8% Long-term debt................. 753 44 718 44 Preferred stock of electric utility subsidiaries.......... 92 5 93 6 Common stock equity............ 704 41 682 42 ------ --- ------ --- $1,715 100% $1,630 100% ====== === ====== === ASB's deposit liabilities, securities sold under agreements to repurchase and advances from the Federal Home Loan Bank are not included in the table above. As of August 1, 1995, Standard & Poor's (S&P), Moody's Investors Service's (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 Outlook............................ Positive n/a n/a 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- Outlook............................ Positive n/a n/a n/a Not applicable. The above ratings are not recommendations to buy, sell or hold any securities, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. 20 In May 1995, S&P raised HECO's unsecured notes rating to "BBB+" from the previous rating of "BBB." S&P announced that it had redefined and codified its criteria for distinguishing senior and junior issues of a corporate borrower and changed the ratings of issues of about 50 entities. S&P said the rating changes in no way reflect any reassessment of the issuers' fundamental credit quality. In June 1995, S&P revised its rating outlook on HEI's and HECO's ratings to "positive" from "stable." In a press release, S&P said "[t]he outlook change reflects several positive trends, including diminishing construction expenditures in nearby years, continuing regulatory support, improved reliability, higher sales volumes, and signs of a modest recovery in Hawaii's economy, as well as expectations for gradual financial improvement." Neither HEI nor HECO management can predict with certainty future rating agency actions or their effects on the future cost of capital to HEI or HECO. For the first six months of 1995, net cash provided by operating activities was $52 million. Net cash used in investing activities was $203 million, largely due to ASB's loan originations and consolidated HECO's capital expenditures. Net cash provided by financing activities was $143 million, due primarily to a net increase in securities sold under agreements to repurchase, long-term debt, deposit liabilities and short-term borrowings, partly offset by a net decrease in advances from Federal Home Loan Bank and by common stock dividends. Following is a discussion of the liquidity and capital resources of HEI's largest segments. ELECTRIC UTILITY - ---------------- HECO's consolidated capital structure was as follows: (in millions) June 30, 1995 December 31, 1994 - --------------------------------------------------------------------------- Short-term borrowings from nonaffiliates and affiliate...... $ 139 10% $ 118 9% Long-term debt.................... 527 37 489 37 Preferred stock................... 92 7 93 7 Common stock equity............... 650 46 634 47 ------ --- ------ --- $1,408 100% $1,334 100% ====== === ====== === Operating activities provided $46 million in net cash during the first six months of 1995. Investing activities used cash of $89 million for capital expenditures net of contributions in aid of construction. Financing activities provided cash of $34 million primarily from net increases in long-term debt and short-term borrowings, offset by common and preferred dividends. In January 1995, the Department of Budget and Finance of the State of Hawaii issued tax-exempt special purpose revenue bonds in the principal amount of $47 million, with a maturity of 30 years and a fixed coupon interest rate of 6.60%, and loaned the proceeds from the sale to HECO, HELCO and MECO. The bonds were issued at a discount, resulting in a yield of approximately 6.75%. As of June 30, 1995, an additional $170 million of revenue bonds had been authorized by the Hawaii Legislature for issuance prior to the end of 1997. SAVINGS BANK - ------------ June 30, December 31, % (in millions) 1995 1994 change - ------------------------------------------------------------------------------------- Assets......................................... $3,230 $3,116 4 Loans receivable............................... 1,694 1,824 (7) Mortgage-backed securities..................... 1,308 1,067 23 Deposit liabilities............................ 2,163 2,129 2 Securities sold under agreements to repurchase. 279 123 127 Advances from Federal Home Loan Bank........... 529 616 (14) At March 31, 1995, ASB was the fourth largest financial institution in the state based on total assets of $3.2 billion and the third largest financial institution based on deposits of $2.1 billion. The 23% increase in mortgage- backed securities in the first six months of 1995 was primarily due to the securitization of $223 million of loans receivable. Under OTS rules, these securitized loans (i.e., Federal National Mortgage Association mortgage-backed securities) require less capital than loans receivable. Thus, ASB has securitized loans to support its recent growth. 21 For the first six months of 1995, cash used in ASB's investing activities was $110 million, due largely to the origination of loans receivable and purchase of mortgage-backed securities, partly offset by principal repayments. Cash provided by financing activities was $94 million as a result of a net increase of $154 million in securities sold under agreements to repurchase and a $34 million increase in deposit liabilities, partly offset by a net decrease of $88 million in advances from the Federal Home Loan Bank of Seattle and by common stock dividends of $7 million. As of June 30, 1995, ASB was in full compliance with the OTS minimum capital requirements (noted in parenthesis) with a tangible capital ratio of 5.0% (1.5%), a core capital ratio 5.2% (3.0%) and a risk-based capital ratio 11.9% (8.0%). The OTS has adopted a rule adding an interest rate risk (IRR) component to the existing risk-based capital requirement effective January 1, 1994. The OTS, however, provided a waiver of the IRR capital deduction until it can finalize an appeals process. Institutions with an "above normal" level of IRR exposure will be required to deduct an amount from total capital and may be required to hold additional capital. As of June 30, 1995, ASB would have been required to deduct $9.1 million from total capital, but not required to hold additional capital because ASB's risk-based capital ratio, adjusted for the IRR component, would have been 11.3%, still meeting capital requirements and "well-capitalized" levels. Federal Deposit Insurance Corporation 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. As of June 30, 1995, ASB was "well-capitalized" (ratio requirements noted in parenthesis) with a leverage ratio 5.2% (5.0%), a Tier-1 risk-based ratio 11.4% (6.0%) and a total risk-based ratio 11.9% (10%). PROPOSED LEGISLATION AFFECTING FINANCIAL INSTITUTIONS The deposit accounts of ASB and other thrifts are insured by the Savings Association Insurance Fund (SAIF) administered by the Federal Deposit Insurance Corporation (FDIC). The deposit accounts of commercial banks are insured by the Bank Insurance Fund (BIF) administered by the FDIC. In order to capitalize these funds, thrifts and banks have been paying costs of insurance ranging from 23 cents on every $100 of deposits, for the healthiest of institutions, to 31 cents per $100 of deposits for the riskiest of these institutions. However, under existing law these assessment rates are to drop when the SAIF and BIF reach a required 1.25% reserve ratio. It is reported that the BIF has or soon will reach the required reserve level, but that the SAIF will not do so at present insurance rates for several years. Accordingly, in the absence of congressional or regulatory action, it is probable that the deposit insurance rate that most commercial banks will be paying will be reduced to between 4 cents-5 cents per $100 of deposits, whereas ASB and other thrifts will continue to pay at the rate of 23 cents or more per $100 of deposits. If such a disparity in rates is permitted to exist, ASB will be at a disadvantage in competing with commercial banks. There have been a number of legislative proposals to address this situation, including making a one-time or phased-in assessment of thrifts to permit capitalization of SAIF up to required levels, followed by a merger of the two funds; eliminating or reducing the disparity in the insurance rates paid by banks or thrifts if the SAIF is recapitalized through the assessment; and merging bank and thrift charters. Certain of these proposals, if adopted, could have a material adverse effect on the Company. For example, if a one-time assessment of 85 cents for every $100 of deposits is imposed, it is estimated that ASB would be assessed approximately $18 million on a pre-tax basis ($11 million after tax), based on ASB's deposit liabilities as of June 30, 1995. If thrift and bank charters are merged, HEI and its other subsidiaries might become subject to the restrictions on the permissible activities of a bank holding company. This could result in a need to divest ASB, unless HEI's ownership of ASB is "grandfathered" (i.e., allowed) since industrial companies were encouraged by the federal government to purchase thrifts at one time. Discussions on these proposals are still in a preliminary stage. Management cannot predict which of these proposals, if any, might ultimately be adopted. 22 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - -------------------------- There are no significant developments except as set forth in HEI's and HECO's "Notes to consolidated financial statements," management's discussion and analysis of financial condition and results of operations and Item 5, "Other information." ITEM 5. OTHER INFORMATION - -------------------------- A. Puna Geothermal Venture (PGV) HELCO has a power purchase agreement with PGV for 25 MW of firm capacity. HELCO is currently negotiating with PGV for an additional 5 MW of firm capacity, projected to be available in 1996. B. Ratio of earnings to fixed charges The following tables set forth the ratio of earnings to fixed charges for HEI and its subsidiaries for the periods indicated: RATIO OF EARNINGS TO FIXED CHARGES EXCLUDING INTEREST ON ASB DEPOSITS Six months Years Ended December 31, ended --------------------------------------------------- June 30, 1995 1994 1993 1992 1991 1990 - ------------- ---- ---- ---- ---- ---- 1.93 2.22 2.25 2.08 1.99 1.76 ==== ==== ==== ==== ==== ==== RATIO OF EARNINGS TO FIXED CHARGES INCLUDING INTEREST ON ASB DEPOSITS Six months Years Ended December 31, ended --------------------------------------------------- June 30, 1995 1994 1993 1992 1991 1990 - ------------- ---- ---- ---- ---- ---- 1.56 1.69 1.65 1.50 1.46 1.39 ==== ==== ==== ==== ==== ==== For purposes of calculating the ratio of earnings to fixed charges, "earnings" represent the sum of (i) pretax income from continuing operations (excluding undistributed net income or net loss from less than fifty-percent-owned persons) and (ii) fixed charges (as hereinafter defined, but excluding capitalized interest). "Fixed charges" are calculated both excluding and including interest on ASB's deposits during the applicable periods and represent the sum of (i) interest, whether capitalized or expensed, incurred by HEI and its subsidiaries plus their proportionate share of interest on debt to outsiders incurred by fifty-percent-owned persons, but excluding interest on nonrecourse debt from leveraged leases which is not included in interest expense in HEI's consolidated statements of income, (ii) amortization of debt expense and discount or premium related to any indebtedness, whether capitalized or expensed, (iii) the interest factor in rental expense and (iv) the preferred stock dividend requirements of HEI's subsidiaries, increased to an amount representing the pretax earnings required to cover such dividend requirements. The following table sets forth the ratio of earnings to fixed charges for HECO and its subsidiaries for the periods indicated: RATIO OF EARNINGS TO FIXED CHARGES Six months Years Ended December 31, ended --------------------------------------------------- June 30, 1995 1994 1993 1992 1991 1990 - ------------- ---- ---- ---- ---- ---- 3.34 3.47 3.25 3.03 2.82 2.99 ==== ==== ==== ==== ==== ==== 23 For purposes of calculating the ratio of earnings to fixed charges, "earnings" represent the sum of (i) pretax income before preferred stock dividends of HECO and (ii) fixed charges (as hereinafter defined, but excluding the allowance for borrowed funds used during construction). "Fixed charges" represent the sum of (i) interest, whether capitalized or expensed, incurred by HECO and its subsidiaries, (ii) amortization of debt expense and discount or premium related to any indebtedness, whether capitalized or expensed, (iii) the interest factor in rental expense and (iv) the preferred stock dividend requirements of HELCO and MECO, increased to an amount representing the pretax earnings required to cover such dividend requirements. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- (a) EXHIBITS HEI Hawaiian Electric Industries, Inc. and Exhibit 12(a) subsidiaries, Computation of ratio of earnings to fixed charges, six months ended June 30, 1995 and 1994 HECO Hawaiian Electric Company, Inc. and Exhibit 12(b) subsidiaries, Computation of ratio of earnings to fixed charges, six months ended June 30, 1995 and 1994 HEI Hawaiian Electric Industries, Inc. and Exhibit 27(a) subsidiaries, Financial Data Schedule, June 30, 1995 and six months ended June 30, 1995 HECO Hawaiian Electric Company, Inc. and Exhibit 27(b) subsidiaries, Financial Data Schedule, June 30, 1995 and six months ended June 30, 1995 (b) REPORTS ON FORM 8-K During the quarter, no Current Report, Form 8-K, was filed with the SEC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof. HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC. (Registrant) (Registrant) By /s/ Robert F. Mougeot By /s/ Paul Oyer ----------------------------------- ----------------------------------- Robert F. Mougeot Paul Oyer Financial Vice President and Financial Vice President and Chief Financial Officer Treasurer (Principal Financial Officer of HEI) (Principal Financial Officer of HECO) Date: August 2, 1995 Date: August 2, 1995 24