================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 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 New York Stock Exchange Industries, Inc. Par Value Pacific Stock Exchange Hawaiian Electric First Mortgage Bonds, New York Stock Exchange Company, Inc. Series S, 7 5/8% 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 [X] =============================================================================== 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 1995 Annual Report to Stockholders and HECO's 1995 Annual Report to Stockholder, portions of which are filed by HEI as Exhibit 13 and, portions of which are filed by HECO as Exhibit 13, respectively, are incorporated by reference in Part II, Item 8, of this Form 10-K: 1995 Annual Report to Stockholder(s) (Page/s) ---------------------------- HEI HECO - ------------------------------------------------------------------------------------------------ Independent Auditors' Report.................................. 37 31 Consolidated Statements of Income, Years ended December 31, 1995, 1994 and 1993............................ 38 11 Consolidated Statements of Retained Earnings, Years ended December 31, 1995, 1994 and 1993............................ 38 11 Consolidated Balance Sheets, December 31, 1995 and 1994....... 39 12 Consolidated Statements of Capitalization, December 31, 1995 and 1994.................................. na 13-14 Consolidated Statements of Cash Flows, Years ended December 31, 1995, 1994 and 1993............................ 40 15 Notes to Consolidated Financial Statements.................... 41-61 16-30 - ------------------------------------------------------------------------------------------------ (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................................... 54 55 Schedule I Condensed Financial Information of Registrant, Hawaiian Electric Industries, Inc. (Parent Company) as of December 31, 1995 and 1994 and Years ended December 31, 1995, 1994 and 1993........................................... 56-58 na Schedule II Valuation and Qualifying Accounts, Years ended December 31, 1995, 1994 and 1993......... 59 59 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 1995 Annual Report to Stockholders and HECO's 1995 Annual Report to Stockholder, which financial statements are incorporated herein by reference. 52 (A)(3) EXHIBITS Exhibits for HEI and HECO and their subsidiaries are listed in the "Index to Exhibits" found on pages 60 through 66 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 1995, HEI and HECO filed Current Reports, Forms 8-K, with the SEC dated December 11, 1995 and December 13, 1995. These reports contained information under Item 5, Other events, regarding HECO's receipt of a 1995 final rate order (Form 8-K dated December 11, 1995) and regarding an update of the HELCO power situation and discontinued operations (Form 8-K dated December 13, 1995). 53 [KPMG Peat Marwick letterhead] Independent Auditors' Report ---------------------------- The Board of Directors and Stockholders Hawaiian Electric Industries, Inc.: Under date of January 25, 1996, we reported on the consolidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, 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, 1995, as contained in the 1995 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 1995. 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. /s/ KPMG Peat Marwick LLP Honolulu, Hawaii January 25, 1996 54 [KPMG Peat Marwick letterhead] Independent Auditors' Report ---------------------------- The Board of Directors and Stockholder Hawaiian Electric Company, Inc.: Under date of January 25, 1996, 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, 1995 and 1994, 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, 1995, as contained in the 1995 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 1995. 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. /s/ KPMG Peat Marwick LLP Honolulu, Hawaii January 25, 1996 55 Hawaiian Electric Industries, Inc. SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT HAWAIIAN ELECTRIC INDUSTRIES, INC. (PARENT COMPANY) CONDENSED BALANCE SHEETS December 31, ------------------------ (in thousands) 1995 1994 - ------------------------------------------------------------------------------ ASSETS Cash and equivalents................................. $ 673 $ 223 Advances to and notes receivable from subsidiaries... 40,576 27,696 Accounts receivable.................................. 2,404 2,565 Other investments.................................... 810 809 Property, plant and equipment, net................... 2,455 2,460 Other assets......................................... 2,537 5,857 Investment in wholly owned subsidiaries, at equity... 967,437 888,651 ------------------------ $1,016,892 $928,261 ======================== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable..................................... $ 7,152 $ 9,246 Advances from subsidiaries........................... -- 2,293 Commercial paper..................................... 45,393 12,750 Long-term debt....................................... 223,500 209,500 Deferred income taxes................................ 3,053 4,301 Unamortized tax credits.............................. 41 29 Other................................................ 8,150 8,053 ------------------------ 287,289 246,172 ------------------------ Stockholders' equity Common stock......................................... 585,387 546,254 Retained earnings.................................... 144,216 135,835 ------------------------ 729,603 682,089 ------------------------ $1,016,892 $928,261 ======================== Note to Balance Sheets - ---------------------- Long-term debt, consisted of the following: Promissory notes, 6.3% - 7.6%, due in various years through 2005.......................... $ 143,000 $113,000 Promissory notes, 8.2% - 9.9%, due in various years through 2011.......................... 45,500 61,500 Promissory note, variable rate (6.32% at December 31, 1995) due 1999............... 35,000 35,000 ------------------------ $ 223,500 $209,500 ======================== As of December 31, 1995, HEI guaranteed debt of its subsidiaries and affiliates amounting to $10 million. The aggregate payments of principal required on long-term debt subsequent to December 31, 1995 are $42 million in 1996, $51 million in 1997, $1 million in 1998, $41 million in 1999, $10 million in 2000 and $79 million thereafter. 56 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) 1995 1994 1993 - -------------------------------------------------------------------------- REVENUES.................................. $ 2,923 $ 3,318 $ 3,353 Equity in income from continuing operations of subsidiaries............... 89,198 84,819 74,764 ------------------------------- 92,121 88,137 78,117 ------------------------------- EXPENSES: Operating, administrative and general..... 7,543 7,786 6,897 Taxes, other than income taxes............ 282 292 226 Depreciation and amortization of property, plant and equipment............ 491 587 569 ------------------------------- 8,316 8,665 7,692 ------------------------------- 83,805 79,472 70,425 Interest expense.......................... 17,922 15,195 18,355 ------------------------------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX BENEFIT................ 65,883 64,277 52,070 Income tax benefit........................ (11,610) (8,753) (9,614) ------------------------------- Income from continuing operations......... 77,493 73,030 61,684 Loss from discontinued operations, net of income tax benefit................ -- -- (13,025) ------------------------------- NET INCOME................................ $ 77,493 $73,030 $ 48,659 =============================== 57 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) 1995 1994 1993 - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Income from continuing operations.................................. $ 77,493 $ 73,030 $ 61,684 Adjustments to reconcile income from continuing operations to net cash provided by operating activities Equity in income from continuing operations of subsidiaries...................................... (89,198) (84,819) (74,764) Common stock dividends received from subsidiaries............................................... 51,435 43,909 53,305 Depreciation and amortization of property, plant and equipment................................... 491 587 569 Other amortization............................................... 239 209 294 Deferred income taxes and tax credits, net....................... (1,236) 367 232 Changes in assets and liabilities Decrease (increase) in accounts receivable...................... 161 4,114 (6,211) Increase (decrease) in accounts payable......................... (2,094) 385 (16,506) Changes in other assets and liabilities......................... 1,880 (15,485) 34,733 ----------------------------------- 39,171 22,297 53,336 Cash flows from discontinued operations............................ -- 36 2,525 ----------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES.......................... 39,171 22,333 55,861 ----------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net decrease (increase) in advances to and notes receivable from subsidiaries................................ (12,880) (16,141) 8,756 Capital expenditures............................................... (486) (177) (193) Additional investments in subsidiaries............................. (39,610) (25,510) (65,000) Other.............................................................. (2) -- 50 ----------------------------------- NET CASH USED IN INVESTING ACTIVITIES.............................. (52,978) (41,828) (56,387) ----------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in advances from subsidiaries with original maturities of three months or less........................................... (2,293) 2,293 (185) Repayment of other short-term borrowings........................... -- -- (36,000) Net increase in commercial paper................................... 32,643 12,750 -- Proceeds from issuance of long-term debt........................... 30,000 35,000 37,000 Repayment of long-term debt........................................ (16,000) (26,000) (22,500) Net proceeds from issuance of common stock......................... 19,322 13,602 88,658 Common stock dividends............................................. (49,415) (47,676) (42,012) Other.............................................................. -- (2,634) 1,949 ----------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES................ 14,257 (12,665) 26,910 ----------------------------------- Net increase (decrease) in cash and equivalents................... 450 (32,160) 26,384 Cash and equivalents, beginning of year............................ 223 32,383 5,999 ----------------------------------- CASH AND EQUIVALENTS, END OF YEAR.................................. $ 673 $ 223 $ 32,383 =================================== Supplemental disclosures of noncash activities: In 1995 and 1994, $1.3 million and $16.9 million, respectively, of HEI advances to HEIDI were converted to equity in a noncash transaction. Common stock dividends reinvested by stockholders in HEI common stock in noncash transactions amounted to $20 million in 1995, $18 million in 1994 and $17 million in 1993. 58 Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 1995, 1994 and 1993 =================================================================================================================================== 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 - ----------------------------------------------------------------------------------------------------------------------------------- 1995 ---- Allowance for uncollectible accounts Hawaiian Electric Company, Inc. and subsidiaries....... $ 1,136 $ 2,492 $ 1,266 $ 3,793 $ 1,101 Other companies............... 280 400 -- 38 642 --------- --------- --------- --------- --------- $ 1,416 $ 2,892 $ 1,266(a) $ 3,831(b) $ 1,743 ========= ========= ========= ========= ========= Allowance for uncollectible interest (ASB)................ $ 1,101 $ 172 $ -- $ -- $ 1,273 ========= ========= ========= ========= ========= Allowance for losses for loans receivable (ASB).... $ 8,793 $ 4,887 $ 392(a) $ 1,156(b) $ 12,916 ========= ========= ========= ========= ========= 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 ========= ========= ========= ========= ========= (a) Primarily bad debts recovered. (b) Bad debts charged off. 59 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 HEI's Restated Articles of Incorporation (Exhibit 4(b) to Registration No. 33-7895). 3(i).2 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) filed in connection with the sale of Medium-Term Notes, Series B (Exhibit 4.7 to HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 1-8503). 4.8 Pricing Supplement No. 11 to Registration Statement on Form S-3 of HEI (Registration No. 33-58820) filed on December 1, 1995 in connection with the sale of Medium-Term Notes, Series B (Exhibit 4.8 to HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-8503). 4.9 Pricing Supplement No. 12 to Registration Statement on Form S-3 of HEI (Registration No. 33-58820) filed on February 12, 1996 in connection with the sale of Medium-Term Notes, Series B (Exhibit 4.9 to HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-8503). 60 EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.10 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). 4.11 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). 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 Executive's 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 Nonemployee Director Retirement Plan, effective as of October 1, 1989 (Exhibit 10.15 to HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 1-8503). 61 EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.12 HEI 1990 Nonemployee 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 Nonemployee 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). 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 Settlement Agreement and General Release made and entered into on February 10, 1994, by and between the Insurance Commissioner as Rehabilitator/Liquidator, HIG and its subsidiaries, the Hawaii Insurance Guaranty Association, 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 67. *12 Computation of Ratio of Earnings to Fixed Charges. Filed herein as pages 68 and 69. 13 Pages 25 to 62 of HEI's 1995 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 1995 Annual Report to Stockholders is to be deemed filed as part of this Form 10-K Annual Report) (Exhibit 13 to HEI's Current Report on Form 8-K dated February 21, 1996, File No. 1-8503). *21 Subsidiaries of HEI. Filed herein as page 71. *23 Consent of Independent Auditors. Filed herein as page 73. 27.1 HEI and subsidiaries financial data schedule, December 31, 1995 and year ended December 31, 1995 (Exhibit 27.1 to HEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-8503). HECO: - ----- 3(i).1 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 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). 62 EXHIBIT NO. DESCRIPTION - ----------- ----------- 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). 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). 63 EXHIBIT NO. DESCRIPTION - ----------- ----------- 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 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 Amended and Restated Power Purchase Agreement between Hilo Coast Processing Company and HELCO dated March 24, 1995 (Exhibit 10 to HECO's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, File No. 1-4955). 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). 10.5(b) Performance Agreement and Fourth Amendment, dated February 12, 1996, to the Purchase Power Contract dated March 24, 1986 as Amended between HELCO and Puna Geothermal Venture. (Exhibit 10.5(b) to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, 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). 64 EXHIBIT NO. DESCRIPTION - ----------- ----------- 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 as of November 20, 1995. (Confidential treatment has been requested for portions of this Exhibit.) *10.9 Inter-Island Industrial Fuel Oil and Diesel Fuel Contract by and between CUSA and HECO, MECO, HELCO, HTB and YB dated as of November 20, 1995. (Confidential treatment has been requested for portions of this Exhibit.) 10.10 Facilities and Operating Contract by and between CUSA and HECO dated as of November 20, 1995. (Exhibit 10.10 to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955). *10.11 Low Sulfur Fuel Oil Supply Contract between BHP and HECO dated December 5, 1995. (Confidential treatment has been requested for portions of this Exhibit.) *10.12 Inter-Island Industrial Fuel Oil and Diesel Fuel Oil Contract by and between BHP and HECO, MECO and HELCO dated December 5, 1995. (Confidential treatment has been requested for portions of this Exhibit.) 10.13 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). 10.14 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). 10.14(a) Extension, dated December 18, 1995, of the contract of private carriage by and between HITI and HELCO dated November 10, 1993. (Exhibit 10.14(a) to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955). 10.15 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). 10.15(a) Extension, dated December 18, 1995, of the contract of private carriage by and between HITI and MECO dated November 12, 1993. (Exhibit 10.15(a) to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955). 10.16 HECO Nonemployee 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). 10.17 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). 11 Computation of Earnings Per Share of Common Stock. See note on page 2 of HECO's 1995 Annual Report to Stockholder (HECO Exhibit 13). *12 Computation of Ratio of Earnings to Fixed Charges. Filed herein as page 70. 65 EXHIBIT NO. DESCRIPTION - ----------- ----------- 13 Pages 2 to 31 and 33 of HECO's 1995 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 1995 Annual Report to Stockholder is to be deemed filed as part of this Form 10-K Annual Report) (Exhibit 13 to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955). *21 Subsidiaries of HECO. Filed herein as page 72. 27.2 HECO and subsidiaries financial data schedule, December 31, 1995 and year ended December 31, 1995 (Exhibit 27.2 to HECO's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-4955). *99 Reconciliation of electric utility operating income per HEI and HECO Consolidated Statements of Income. Filed herein as page 74. 66 HEI Exhibit 11 Hawaiian Electric Industries, Inc. COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK Years ended December 31, 1995, 1994, 1993, 1992 and 1991 (in thousands, except per share amounts) 1995 1994 1993 1992 1991 - ---------------------------------------------------------------------------------------------- NET INCOME (LOSS) Continuing operations.................. $77,493 $73,030 $ 61,684 $ 61,715 $55,620 Discontinued operations................ -- -- (13,025) (73,297) (794) ------- ------- -------- -------- ------- $77,493 $73,030 $ 48,659 $(11,582) $54,826 ======= ======= ======== ======== ======= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................... 29,187 28,137 25,938 24,275 22,882 ======= ======= ======== ======== ======= EARNINGS (LOSS) PER COMMON SHARE Continuing operations.................. $ 2.66 $ 2.60 $ 2.38 $ 2.54 $ 2.43 Discontinued operations................ -- -- (0.50) (3.02) (0.03) ------- ------- -------- -------- ------- $ 2.66 $ 2.60 $ 1.88 $ (0.48) $ 2.40 ======= ======= ======== ======== ======= Note: The dilutive effect of stock options is not material. 67 HEI Exhibit 12 (page 1 of 2) Hawaiian Electric Industries, Inc. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Years ended December 31, 1995, 1994, 1993, 1992 and 1991 1995 1994 1993 ------------------------ -------------------- ------------------- (dollars in thousands) (1) (2) (1) (2) (1) (2) --------------------------------------------------------------------------------------------------------- FIXED CHARGES Total interest charges The Company (3)................. $117,494 $206,790 $ 82,306 $158,815 $ 68,254 $145,905 Proportionate share of fifty-percent-owned persons... 867 867 539 539 564 564 Interest component of rentals.... 3,857 3,857 3,819 3,819 3,944 3,944 Pretax preferred stock dividend requirements of subsidiaries.... 11,433 11,433 11,899 11,899 11,018 11,018 -------- -------- -------- -------- -------- -------- TOTAL FIXED CHARGES.............. $133,651 $222,947 $ 98,563 $175,072 $ 83,780 $161,431 ======== ======== ======== ======== ======== ======== EARNINGS Pretax income from continuing operations...................... $133,233 $133,233 $126,049 $126,049 $108,770 $108,770 Fixed charges, as shown.......... 133,651 222,947 98,563 175,072 83,780 161,431 Interest capitalized The Company..................... (6,337) (6,337) (4,924) (4,924) (3,881) (3,881) Proportionate share of fifty-percent-owned persons.... (867) (867) (539) (539) (408) (408) -------- -------- -------- -------- -------- -------- EARNINGS AVAILABLE FOR FIXED CHARGES......................... $259,680 $348,976 $219,149 $295,658 $188,261 $265,912 ======== ======== ======== ======== ======== ======== RATIO OF EARNINGS TO FIXED CHARGES 1.94 1.57 2.22 1.69 2.25 1.65 ======== ======== ======== ======== ======== ======== (1) Excluding interest on ASB deposits. (2) Including interest on ASB deposits. (3) Total interest charges exclude interest on nonrecourse debt from leveraged leases which is not included in interest expense in HEI's consolidated statements of income. 68 HEI Exhibit 12 (page 2 of 2) Hawaiian Electric Industries, Inc. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Years ended December 31, 1995, 1994, 1993, 1992 and 1991--Continued 1992 1991 -------------------- ------------------------ (dollars in thousands) (1) (2) (1) (2) -------------------------------------------------------------------------------------- FIXED CHARGES Total interest charges The Company (3)................... $ 67,559 $161,756 $ 69,957 $168,691 Proportionate share of fifty-percent-owned persons..... 1,051 1,051 1,875 1,875 Interest component of rentals...... 3,254 3,254 2,231 2,231 Pretax preferred stock dividend requirements of subsidiaries...... 9,606 9,606 10,449 10,449 -------- -------- -------- -------- TOTAL FIXED CHARGES................ $ 81,470 $175,667 $ 84,512 $183,246 ======== ======== ======== ======== EARNINGS Pretax income from continuing operations........................ $ 91,244 $ 91,244 $ 87,953 $ 87,953 Undistributed earnings from less than fifty-percent-owned persons.. (244) (244) (278) (278) Fixed charges, as shown............ 81,470 175,667 84,512 183,246 Interest capitalized The Company....................... (2,104) (2,104) (1,945) (1,945) Proportionate share of fifty-percent-owned persons...... (803) (803) (1,875) (1,875) -------- -------- -------- -------- EARNINGS AVAILABLE FOR FIXED CHARGES........................... $169,563 $263,760 $168,367 $267,101 ======== ======== ======== ======== RATIO OF EARNINGS TO FIXED CHARGES. 2.08 1.50 1.99 1.46 ======== ======== ======== ======== (1) Excluding interest on ASB deposits. (2) Including interest on ASB deposits. (3) Total interest charges exclude interest on nonrecourse debt from leveraged leases which is not included in interest expense in HEI's consolidated statements of income. 69 HECO Exhibit 12 Hawaiian Electric Company, Inc. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Years ended December 31, 1995, 1994, 1993, 1992 and 1991 (dollars in thousands) 1995 1994 1993 1992 1991 - --------------------------------------------------------------------------------------------------- FIXED CHARGES Total interest charges................. $ 44,377 $ 37,340 $ 35,287 $ 33,011 $ 33,248 Interest component of rentals.......... 672 808 970 1,070 1,130 Pretax preferred stock dividend requirements of subsidiaries......... 4,494 4,651 3,425 3,117 3,409 ----------------------------------------------------------- TOTAL FIXED CHARGES.................... $ 49,543 $ 42,799 $ 39,682 $ 37,198 $ 37,787 =========================================================== EARNINGS Income before preferred stock dividends of HECO.................... $ 77,023 $ 65,961 $ 56,126 $ 53,678 $ 46,210 Fixed charges, as shown................ 49,543 42,799 39,682 37,198 37,787 Income taxes (see note below).......... 50,198 43,588 36,897 23,843 23,816 Allowance for borrowed funds used during construction.................. (5,112) (4,043) (3,869) (2,095) (1,307) ----------------------------------------------------------- EARNINGS AVAILABLE FOR FIXED CHARGES... $171,652 $148,305 $128,836 $112,624 $106,506 =========================================================== RATIO OF EARNINGS TO FIXED CHARGES..... 3.46 3.47 3.25 3.03 2.82 =========================================================== NOTE: Income taxes is comprised of the following Income tax expense relating to operating income for regulatory purposes.......................... $ 50,719 $ 43,820 $ 37,007 $ 26,254 $ 24,137 Income tax benefit relating to nonoperating loss................. (521) (232) (110) (2,411) (321) ----------------------------------------------------------- $ 50,198 $ 43,588 $ 36,897 $ 23,843 $ 23,816 =========================================================== 70 HEI Exhibit 21 Hawaiian Electric Industries, Inc. SUBSIDIARIES OF THE REGISTRANT The following is a list of all subsidiary corporations of the registrant as of March 19, 1996: Name Place of incorporation - -------------------------------------------------------------------------------- Hawaiian Electric Company, Inc., including subsidiaries Maui Electric Company, Limited and Hawaii Electric Light Company, Inc. ......................... State of Hawaii HEI Investment Corp. ......................... State of Hawaii Lalamilo Ventures, Inc. ...................... State of Hawaii Malama Pacific Corp., including subsidiaries Malama Waterfront Corp., Malama Property Investment Corp., Malama Development Corp., Malama Realty Corp., Malama Elua Corp., TMG Service Corp., Malama Hoaloha Corp., Malama Mohala Corp. and Baldwin*Malama (a limited partnership in which Malama Development Corp. is the sole general partner)..................................... State of Hawaii Hawaiian Tug & Barge Corp., including subsidiary Young Brothers, Limited...................................... State of Hawaii HEI Diversified, Inc., including subsidiary American Savings Bank, F.S.B. and its subsidiaries, American State of Hawaii (except Savings Investment Services Corp., ASB American Savings Bank, Service Corporation, AdCommunications, Inc. F.S.B., which is federally and Associated Mortgage, Inc. ............... chartered) Pacific Energy Conservation Services, Inc. ... State of Hawaii HEI Power Corp. .............................. State of Hawaii 71 HECO Exhibit 21 Hawaiian Electric Company, Inc. SUBSIDIARIES OF THE REGISTRANT The following is a list of all subsidiary corporations of the registrant as of March 19, 1996: Name Place of incorporation - -------------------------------------------------------------------------------- Maui Electric Company, Limited................ State of Hawaii Hawaii Electric Light Company, Inc. .......... State of Hawaii 72 [KPMG Peat Marwick letterhead] HEI Exhibit 23 The Board of Directors Hawaiian Electric Industries, Inc.: We consent to incorporation by reference in Registration Statement Nos. 33-56561 and 33-58820 on Form S-3 and in Registration Statement Nos. 33-65234 and 33- 52911 on Form S-8 of Hawaiian Electric Industries, Inc. of our report dated January 25, 1996, relating to the consolidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, 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, 1995, which report is incorporated by reference in the 1995 annual report on Form 10-K of Hawaiian Electric Industries, Inc. We also consent to incorporation by reference of our report dated January 25, 1996 relating to the financial statement schedules of Hawaiian Electric Industries, Inc. in the aforementioned 1995 annual report on Form 10-K, which report is included in said Form 10-K. /s/ KPMG Peat Marwick LLP Honolulu, Hawaii March 19, 1996 73 HECO Exhibit 99 Hawaiian Electric Company, Inc. RECONCILIATION OF ELECTRIC UTILITY OPERATING INCOME PER HEI AND HECO CONSOLIDATED STATEMENTS OF INCOME Years ended December 31, ----------------------------------- (in thousands) 1995 1994 1993 - --------------------------------------------------------------------------- [S] [C] [C] [C] Operating income from regulated and nonregulated activities before income taxes (per HEI Consolidated Statements of Income).... $159,043 $136,628 $119,565 Deduct: Income taxes on regulated activities.. (50,719) (43,820) (37,007) Revenues from nonregulated activities. (6,732) (6,411) (5,100) Add: Expenses from nonregulated activities. 1,130 915 627 ----------------------------------- Operating income from regulated activities after income taxes (per HECO Consolidated Statements of Income)............................ $102,722 $ 87,312 $ 78,085 =================================== 74 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/ Curtis Y. Harada By /s/ Paul Oyer ---------------------- --------------------- Curtis Y. Harada Paul A. Oyer Financial Vice President, Controller of HEI Treasurer and Director of HECO (Principal Accounting Officer (Principal Financial Officer of HEI) of HECO) Date: April 30, 1996 Date: April 30, 1996 75