Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2010

 

OR

 

o         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)

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. (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 o

 

Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. (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 o

 

Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o

 

Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.

 

Class of Common Stock

 

Outstanding October 29, 2010

Hawaiian Electric Industries, Inc. (Without Par Value)

 

94,157,246 Shares

Hawaiian Electric Company, Inc. ($6-2/3 Par Value)

 

13,786,959 Shares (not publicly traded)

 

Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

 

 



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Hawaiian Electric Company, Inc. and Subsidiaries

Form 10-Q—Quarter ended September 30, 2010

 

INDEX

 

Page No.

 

 

ii

 

Glossary of Terms

iv

 

Forward-Looking Statements

 

 

 

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Hawaiian Electric Industries, Inc. and Subsidiaries

1

 

 

Consolidated Statements of Income (unaudited) - three and nine months ended September 30, 2010 and 2009

2

 

 

Consolidated Balance Sheets (unaudited) - September 30, 2010 and December 31, 2009

3

 

 

Consolidated Statements of Changes in Stockholders’ Equity (unaudited) - nine months ended September 30, 2010 and 2009

4

 

 

Consolidated Statements of Cash Flows (unaudited) - nine months ended September 30, 2010 and 2009

5

 

 

Notes to Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

21

 

 

Consolidated Statements of Income (unaudited) - three and nine months ended September 30, 2010 and 2009

22

 

 

Consolidated Balance Sheets (unaudited) - September 30, 2010 and December 31, 2009

23

 

 

Consolidated Statements of Changes in Common Stock Equity (unaudited) - nine months ended September 30, 2010 and 2009

24

 

 

Consolidated Statements of Cash Flows (unaudited) - nine months ended September 30, 2010 and 2009

25

 

 

Notes to Consolidated Financial Statements (unaudited)

44

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

44

 

 

HEI Consolidated

51

 

 

Electric Utilities

67

 

 

Bank

76

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

77

 

Item 4.

Controls and Procedures

 

 

 

 

 

 

PART II.

OTHER INFORMATION

78

 

Item 1.

Legal Proceedings

78

 

Item 1A.

Risk Factors

78

 

Item 5.

Other Information

79

 

Item 6.

Exhibits

80

 

Signatures

 

i



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Hawaiian Electric Company, Inc. and Subsidiaries

Form 10-Q—Quarter ended September 30, 2010

 

GLOSSARY OF TERMS

 

Terms

 

Definitions

 

 

 

AFUDC

 

Allowance for funds used during construction

AOCI

 

Accumulated other comprehensive income

AOS

 

Adequacy of supply

ASB

 

American Savings Bank, F.S.B., a wholly-owned subsidiary of American Savings Holdings, Inc. and parent company of American Savings Investment Services Corp. (and its subsidiary, Bishop Insurance Agency of Hawaii, Inc., substantially all of whose assets were sold in 2008).

ASHI

 

American Savings Holdings, Inc., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and the parent company of American Savings Bank, F.S.B.

CEIS

 

Clean energy infrastructure surcharge

CHP

 

Combined heat and power

CIP CT-1

 

Campbell Industrial Park combustion turbine No. 1

Company

 

When used in Hawaiian Electric Industries, Inc. sections, the “Company” refers to Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc. and its subsidiaries (listed under HECO); American Savings Holdings, Inc. and its subsidiary, American Savings Bank, F.S.B. and its subsidiaries (listed under ASB); Pacific Energy Conservation Services, Inc.; HEI Properties, Inc.; HEI Investments, Inc. (dissolved in 2008); Hawaiian Electric Industries Capital Trust II and Hawaiian Electric Industries Capital Trust III (inactive financing entities); and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.).

When used in Hawaiian Electric Company, Inc. sections, the “Company” refers to Hawaiian Electric Company, Inc. and its direct subsidiaries.

Consumer Advocate

 

Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii

DBEDT

 

State of Hawaii Department of Business, Economic Development and Tourism

DBF

 

State of Hawaii Department of Budget and Finance

D&O

 

Decision and order

DG

 

Distributed generation

DOD

 

Department of Defense — federal

Dodd-Frank Act

 

Dodd-Frank Wall Street Reform and Consumer Protection Act

DOE

 

Department of Energy — federal

DOH

 

Department of Health of the State of Hawaii

DRIP

 

HEI Dividend Reinvestment and Stock Purchase Plan

DSM

 

Demand-side management

ECAC

 

Energy cost adjustment clauses

EIP

 

2010 Equity and Incentive Plan

Energy Agreement

 

Agreement dated October 20, 2008 and signed by the Governor of the State of Hawaii, the State of Hawaii Department of Business, Economic Development and Tourism, the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs, and HECO, for itself and on behalf of its electric utility subsidiaries committing to actions to develop renewable energy and reduce dependence on fossil fuels in support of the HCEI

EPA

 

Environmental Protection Agency — federal

EPS

 

Earnings per share

Exchange Act

 

Securities Exchange Act of 1934

FASB

 

Financial Accounting Standards Board

FDIC

 

Federal Deposit Insurance Corporation

federal

 

U.S. Government

FHLB

 

Federal Home Loan Bank

FHLMC

 

Federal Home Loan Mortgage Corporation

FNMA

 

Federal National Mortgage Association

FSS

 

Forward Starting Swaps

 

ii



Table of Contents

 

GLOSSARY OF TERMS, continued

 

Terms

 

Definitions

 

 

 

GAAP

 

U.S. generally accepted accounting principles

GHG

 

Greenhouse gas

GNMA

 

Government National Mortgage Association

HCEI

 

Hawaii Clean Energy Initiative

HECO

 

Hawaiian Electric Company, Inc., an electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Hawaii Electric Light Company, Inc., Maui Electric Company, Limited, HECO Capital Trust III (unconsolidated subsidiary), Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp.

HEI

 

Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., American Savings Holdings, Inc., Pacific Energy Conservation Services, Inc., HEI Properties, Inc., HEI Investments, Inc. (dissolved in 2008), Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.).

HEIII

 

HEI Investments, Inc. (dissolved in 2008), a wholly owned subsidiary of Hawaiian Electric Industries, Inc.

HEIRSP

 

Hawaiian Electric Industries Retirement Savings Plan

HELCO

 

Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc.

HPOWER

 

City and County of Honolulu with respect to a power purchase agreement for a refuse-fired plant

IPP

 

Independent power producer

IRP

 

Integrated resource plan

Kalaeloa

 

Kalaeloa Partners, L.P.

kV

 

Kilovolt

kW

 

Kilowatt

KWH

 

Kilowatthour

MECO

 

Maui Electric Company, Limited, an electric utility subsidiary of Hawaiian Electric Company, Inc.

MW

 

Megawatt/s (as applicable)

MWh

 

Megawatthour

NII

 

Net interest income

NPV

 

Net portfolio value

NQSO

 

Nonqualified stock option

O&M

 

Operation and maintenance

OPEB

 

Postretirement benefits other than pensions

OTS

 

Office of Thrift Supervision, Department of Treasury

OTTI

 

Other than temporary impairment

PBF

 

Public benefits fund

PPA

 

Power purchase agreement

PRPs

 

Potentially responsible parties

PUC

 

Public Utilities Commission of the State of Hawaii

RAM

 

Revenue adjustment mechanism

RBA

 

Revenue balancing account

REG

 

Renewable Energy Group Marketing and Logistics, LLC

RFP

 

Request for proposal

RHI

 

Renewable Hawaii, Inc., a wholly owned subsidiary of Hawaiian Electric Company, Inc.

ROACE

 

Return on average common equity

ROR

 

Return on average rate base

RPS

 

Renewable portfolio standards

SAR

 

Stock appreciation right

SEC

 

Securities and Exchange Commission

See

 

Means the referenced material is incorporated by reference

SOIP

 

1987 Stock Option and Incentive Plan, as amended

SPRBs

 

Special Purpose Revenue Bonds

TOOTS

 

The Old Oahu Tug Service, a wholly owned subsidiary of Hawaiian Electric Industries, Inc.

UBC

 

Uluwehiokama Biofuels Corp., a non-regulated subsidiary of Hawaiian Electric Company, Inc.

VIE

 

Variable interest entity

 

iii



Table of Contents

 

FORWARD-LOOKING STATEMENTS

 

This report and other presentations made by Hawaiian Electric Industries, Inc. (HEI) and Hawaiian Electric Company, Inc. (HECO) and their subsidiaries contain “forward-looking statements,” which include statements that are predictive in nature, depend upon or refer to future events or conditions, and usually include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates” or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects or possible future actions are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning HEI and its subsidiaries (collectively, the Company), the performance of the industries in which they do business and economic and market factors, among other things. These forward-looking statements are not guarantees of future performance.

 

Risks, uncertainties and other important factors that could cause actual results to differ materially from those in forward-looking statements and from historical results include, but are not limited to, the following:

 

·            international, national and local economic conditions, including the state of the Hawaii tourism and construction industries, the strength or weakness of the Hawaii and continental U.S. real estate markets (including the fair value and/or the actual performance of collateral underlying loans held by American Savings Bank, F.S.B. (ASB), which could result in higher loan loss provisions and write-offs), decisions concerning the extent of the presence of the federal government and military in Hawaii, and the implications and potential impacts of current capital and credit market conditions and federal and state responses to those conditions;

·            weather and natural disasters, such as hurricanes, earthquakes, tsunamis, lightning strikes and the potential effects of global warming (such as more severe storms and rising sea levels);

·            global developments, including terrorist acts, the war on terrorism, continuing U.S. presence in Afghanistan, potential conflict or crisis with North Korea or in the Middle East and Iran’s nuclear activities;

·            the timing and extent of changes in interest rates and the shape of the yield curve;

·            the ability of the Company to access credit markets to obtain commercial paper and other short-term and long-term debt financing (including lines of credit) and to access capital markets to issue HEI common stock under volatile and challenging market conditions, and the cost of such financings, if available;

·            the risks inherent in changes in the value of pension and other retirement plan assets and securities available for sale;

·            changes in laws, regulations, market conditions and other factors that result in changes in assumptions used to calculate retirement benefits costs and funding requirements;

·            the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and of the rules and regulations that the Dodd-Frank Act requires to be promulgated over the next several months;

·            increasing competition in the electric utility and banking industries (e.g., increased self-generation of electricity may have an adverse impact on HECO’s revenues and increased price competition for deposits, or an outflow of deposits to alternative investments, may have an adverse impact on ASB’s cost of funds);

·            the implementation of the Energy Agreement with the State of Hawaii and Consumer Advocate (Energy Agreement) setting forth the goals and objectives of a Hawaii Clean Energy Initiative (HCEI), revenue decoupling and the fulfillment by the utilities of their commitments under the Energy Agreement (given the Public Utilities Commission of the State of Hawaii (PUC) approvals needed; the PUC’s potential delay in considering HCEI-related costs; reliance by the Company on outside parties like the state, independent power producers (IPPs) and developers; potential changes in political support for the HCEI; and uncertainties surrounding wind power, the proposed undersea cable, biofuels, environmental assessments and the impacts of implementation of the HCEI on future costs of electricity);

·            capacity and supply constraints or difficulties, especially if generating units (utility-owned or IPP-owned) fail or measures such as demand-side management (DSM), distributed generation (DG), combined heat and power (CHP) or other firm capacity supply-side resources fall short of achieving their forecasted benefits or are otherwise insufficient to reduce or meet peak demand;

·            the risk to generation reliability when generation peak reserve margins on Oahu are strained;

·            fuel oil price changes, performance by suppliers of their fuel oil delivery obligations and the continued availability to the electric utilities of their energy cost adjustment clauses (ECACs);

·            the impact of fuel price volatility on customer satisfaction and political and regulatory support for the utilities;

 

iv



Table of Contents

 

·            the risks associated with increasing reliance on renewable energy, as contemplated under the Energy Agreement, including the availability and cost of non-fossil fuel supplies for renewable generation and the operational impacts of adding intermittent sources of renewable energy to the electric grid;

·            the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);

·            the ability of the electric utilities to negotiate, periodically, favorable fuel supply and collective bargaining agreements;

·            new technological developments that could affect the operations and prospects of HEI and its subsidiaries (including HECO and its subsidiaries and ASB) or their competitors;

·            federal, state, county and international governmental and regulatory actions, such as changes in laws, rules and regulations applicable to HEI, HECO, ASB and their subsidiaries (including changes in taxation, increases in capital requirements, regulatory changes resulting from the HCEI, environmental laws and regulations, the regulation of greenhouse gas emissions (GHG), healthcare reform, governmental fees and assessments (such as Federal Deposit Insurance Corporation assessments), potential carbon “cap and trade” legislation that may fundamentally alter costs to produce electricity and accelerate the move to renewable generation);

·            decisions by the PUC in rate cases and other proceedings (including the risks of delays in the timing of decisions, adverse changes in final decisions from interim decisions and the disallowance of project costs);

·            decisions by the PUC and by other agencies and courts on land use, environmental and other permitting issues (such as required corrective actions, restrictions and penalties that may arise, for example with respect to environmental conditions or renewable portfolio standards (RPS));

·            enforcement actions by the OTS (or its regulatory successors, the Office of the Comptroller of the Currency and the Federal Reserve Board) and other governmental authorities (such as consent orders, required corrective actions, restrictions and penalties that may arise, for example, with respect to compliance deficiencies under existing or new banking and consumer protection laws and regulations or with respect to capital adequacy);

·            increasing operation and maintenance expenses and investment in infrastructure for the electric utilities, resulting in the need for more frequent rate cases;

·            the risks associated with the geographic concentration of HEI’s businesses and ASB’s loans, ASB’s concentration in a single product type (first mortgages) and ASB’s significant credit relationships (i.e., concentrations of large loans and/or credit lines with certain customers);

·            changes in accounting principles applicable to HEI, HECO, ASB and their subsidiaries, including the adoption of International Financial Reporting Standards (IFRS) or new U.S. accounting standards, the potential discontinuance of regulatory accounting and the effects of potentially required consolidation of variable interest entities or required capital lease accounting for PPAs with IPPs;

·            changes by securities rating agencies in their ratings of the securities of HEI and HECO and the results of financing efforts;

·            faster than expected loan prepayments that can cause an acceleration of the amortization of premiums on loans and investments and the impairment of mortgage servicing assets of ASB;

·            changes in ASB’s loan portfolio credit profile and asset quality which may increase or decrease the required level of allowance for loan losses and charge-offs;

·            changes in ASB’s deposit cost or mix which may have an adverse impact on ASB’s cost of funds;

·            the final outcome of tax positions taken by HEI, HECO, ASB and their subsidiaries;

·            the risks of suffering losses and incurring liabilities that are uninsured or underinsured; and

·            other risks or uncertainties described elsewhere in this report and in other reports (e.g., “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K) previously and subsequently filed by HEI and/or HECO with the Securities and Exchange Commission (SEC).

 

Forward-looking statements speak only as of the date of the report, presentation or filing in which they are made. Except to the extent required by the federal securities laws, HEI, HECO, ASB and their subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

v


 


Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Income (unaudited)

 

 

 

Three months
ended September 30

 

Nine months
ended September 30

 

(in thousands, except per share amounts)

 

2010

 

2009

 

2010

 

2009

 

Revenues

 

 

 

 

 

 

 

 

 

Electric utility

 

$

623,126

 

$

548,440

 

$

1,755,332

 

$

1,460,654

 

Bank

 

71,429

 

71,947

 

213,975

 

229,478

 

Other

 

(14

)

(74

)

(62

)

(121

)

 

 

694,541

 

620,313

 

1,969,245

 

1,690,011

 

Expenses

 

 

 

 

 

 

 

 

 

Electric utility

 

571,783

 

494,268

 

1,619,945

 

1,343,250

 

Bank

 

47,040

 

54,258

 

142,040

 

189,162

 

Other

 

3,087

 

3,148

 

10,291

 

9,247

 

 

 

621,910

 

551,674

 

1,772,276

 

1,541,659

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

Electric utility

 

51,343

 

54,172

 

135,387

 

117,404

 

Bank

 

24,389

 

17,689

 

71,935

 

40,316

 

Other

 

(3,101

)

(3,222

)

(10,353

)

(9,368

)

 

 

72,631

 

68,639

 

196,969

 

148,352

 

Interest expense—other than on deposit liabilities and other bank borrowings

 

(21,015

)

(19,678

)

(61,916

)

(55,421

)

Allowance for borrowed funds used during construction

 

492

 

1,118

 

2,061

 

4,467

 

Allowance for equity funds used during construction

 

1,197

 

2,628

 

4,817

 

10,353

 

Income before income taxes

 

53,305

 

52,707

 

141,931

 

107,751

 

Income taxes

 

20,385

 

18,753

 

51,677

 

36,977

 

Net income

 

32,920

 

33,954

 

90,254

 

70,774

 

Preferred stock dividends of subsidiaries

 

471

 

471

 

1,417

 

1,417

 

Net income for common stock

 

$

32,449

 

$

33,483

 

$

88,837

 

$

69,357

 

Basic earnings per common share

 

$

0.35

 

$

0.37

 

$

0.95

 

$

0.76

 

Diluted earnings per common share

 

$

0.35

 

$

0.37

 

$

0.95

 

$

0.76

 

Dividends per common share

 

$

0.31

 

$

0.31

 

$

0.93

 

$

0.93

 

Weighted-average number of common shares outstanding

 

93,699

 

91,522

 

93,148

 

91,173

 

Dilutive effect of share-based compensation

 

192

 

131

 

257

 

105

 

Adjusted weighted-average shares

 

93,891

 

91,653

 

93,405

 

91,278

 

 

See accompanying “Notes to Consolidated Financial Statements” for HEI.

 

1



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

 

(dollars in thousands)

 

September 30,
2010

 

December 31,
2009

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

387,488

 

$

503,922

 

Accounts receivable and unbilled revenues, net

 

259,132

 

241,116

 

Available-for-sale investment and mortgage-related securities

 

570,262

 

432,881

 

Investment in stock of Federal Home Loan Bank of Seattle

 

97,764

 

97,764

 

Loans receivable, net

 

3,466,550

 

3,670,493

 

Property, plant and equipment, net of accumulated depreciation of $2,011,138 and $1,945,482

 

3,131,198

 

3,088,611

 

Regulatory assets

 

422,177

 

426,862

 

Other

 

478,406

 

381,163

 

Goodwill, net

 

82,190

 

82,190

 

Total assets

 

$

8,895,167

 

$

8,925,002

 

Liabilities and stockholders’ equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

 

$

142,971

 

$

159,044

 

Interest and dividends payable

 

31,318

 

27,950

 

Deposit liabilities

 

3,958,636

 

4,058,760

 

Short-term borrowings—other than bank

 

27,296

 

41,989

 

Other bank borrowings

 

246,571

 

297,628

 

Long-term debt, net—other than bank

 

1,364,911

 

1,364,815

 

Deferred income taxes

 

253,284

 

188,875

 

Regulatory liabilities

 

289,568

 

288,214

 

Contributions in aid of construction

 

331,405

 

321,544

 

Other

 

735,261

 

700,242

 

Total liabilities

 

7,381,221

 

7,449,061

 

 

 

 

 

 

 

Preferred stock of subsidiaries - not subject to mandatory redemption

 

34,293

 

34,293

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

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

 

 

 

Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 94,121,108 shares and 92,520,638 shares

 

1,301,710

 

1,265,157

 

Retained earnings

 

186,425

 

184,213

 

Accumulated other comprehensive loss, net of tax benefits

 

(8,482

)

(7,722

)

Total stockholders’ equity

 

1,479,653

 

1,441,648

 

Total liabilities and stockholders’ equity

 

$

8,895,167

 

$

8,925,002

 

 

See accompanying “Notes to Consolidated Financial Statements” for HEI.

 

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Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

 

 

 

Common stock

 

Retained

 

Accumulated
other
comprehensive

 

 

 

(in thousands, except per share amounts)

 

Shares

 

Amount

 

earnings

 

loss

 

Total

 

Balance, December 31, 2009

 

92,521

 

$

1,265,157

 

$

184,213

 

$

(7,722

)

$

1,441,648

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Net income for common stock

 

 

 

88,837

 

 

88,837

 

Net unrealized gains on securities:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gains on securities arising during the period, net of taxes of $1,599

 

 

 

 

2,421

 

2,421

 

Unrealized losses on derivatives qualified as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized holding losses arising during the period, net of tax benefits of $2,278

 

 

 

 

(3,575

)

(3,575

)

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

Amortization of net loss, prior service gain and transition obligation included in net periodic benefit cost, net of taxes of $1,932

 

 

 

 

3,034

 

3,034

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits of $1,681

 

 

 

 

(2,640

)

(2,640

)

Comprehensive income

 

 

 

88,837

 

(760

)

88,077

 

Issuance of common stock, net

 

1,600

 

36,553

 

 

 

36,553

 

Common stock dividends ($0.93 per share)

 

 

 

(86,625

)

 

(86,625

)

Balance, September 30, 2010

 

94,121

 

$

1,301,710

 

$

186,425

 

$

(8,482

)

$

1,479,653

 

Balance, December 31, 2008

 

90,516

 

$

1,231,629

 

$

210,840

 

$

(53,015

)

$

1,389,454

 

Cumulative effect of adoption of a standard on other-than- temporary impairment recognition, net of taxes of $2,497

 

 

 

3,781

 

(3,781

)

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Net income for common stock

 

 

 

69,357

 

 

69,357

 

Net unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gains on securities arising during the period, net of taxes of $16,248

 

 

 

 

24,607

 

24,607

 

Net unrealized losses related to factors other than credit during the period, net of tax benefits of $6,650

 

 

 

 

(10,072

)

(10,072

)

Less: reclassification adjustment for net realized losses included in net income, net of tax benefits of $6,125

 

 

 

 

9,276

 

9,276

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

Amortization of net loss, prior service gain and transition obligation included in net periodic benefit cost, net of taxes of $5,562

 

 

 

 

8,717

 

8,717

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits of $4,990

 

 

 

 

(7,835

)

(7,835

)

Comprehensive income

 

 

 

69,357

 

24,693

 

94,050

 

Issuance of common stock, net

 

1,499

 

23,264

 

 

 

23,264

 

Common stock dividends ($0.93 per share)

 

 

 

(84,860

)

 

(84,860

)

Balance, September 30, 2009

 

92,015

 

$

1,254,893

 

$

199,118

 

$

(32,103

)

$

1,421,908

 

 

See accompanying “Notes to Consolidated Financial Statements” for HEI.

 

3



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

 

Nine months ended September 30

 

2010

 

2009

 

(in thousands)

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

90,254

 

$

70,774

 

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

 

 

 

 

 

Depreciation of property, plant and equipment

 

117,109

 

113,916

 

Other amortization

 

2,995

 

4,037

 

Provision for loan losses

 

12,310

 

27,000

 

Loans receivable originated and purchased, held for sale

 

(286,950

)

(368,880

)

Proceeds from sale of loans receivable, held for sale

 

306,587

 

400,213

 

Net gain on sale of investment and mortgage-related securities

 

 

(44

)

Other-than-temporary impairment of available-for-sale mortgage-related securities

 

 

15,444

 

Changes in deferred income taxes

 

75,821

 

2,958

 

Changes in excess tax benefits from share-based payment arrangements

 

56

 

324

 

Allowance for equity funds used during construction

 

(4,817

)

(10,353

)

Increase in cash overdraft

 

884

 

 

Changes in assets and liabilities

 

 

 

 

 

Decrease (increase) in accounts receivable and unbilled revenues, net

 

(18,016

)

48,480

 

Decrease (increase) in fuel oil stock

 

(42,569

)

9,826

 

Decrease in accounts, interest and dividends payable

 

(12,705

)

(641

)

Changes in prepaid and accrued income taxes and utility revenue taxes

 

(45,787

)

(50,514

)

Changes in other assets and liabilities

 

(5,585

)

(35,561

)

Net cash provided by operating activities

 

189,587

 

226,979

 

Cash flows from investing activities

 

 

 

 

 

Available-for-sale investment and mortgage-related securities purchased

 

(485,495

)

(247,425

)

Principal repayments on available-for-sale investment and mortgage-related securities

 

350,673

 

304,728

 

Proceeds from sale of available-for-sale investment and mortgage-related securities

 

 

44

 

Net decrease in loans held for investment

 

171,242

 

396,706

 

Proceeds from sale of real estate acquired in settlement of loans

 

3,405

 

 

Capital expenditures

 

(137,628

)

(239,441

)

Contributions in aid of construction

 

16,775

 

7,472

 

Other

 

1,615

 

426

 

Net cash provided by (used in) investing activities

 

(79,413

)

222,510

 

Cash flows from financing activities

 

 

 

 

 

Net decrease in deposit liabilities

 

(100,124

)

(132,234

)

Net decrease in short-term borrowings with original maturities of three months or less

 

(14,693

)

 

Net decrease in retail repurchase agreements

 

(51,057

)

(18,573

)

Proceeds from other bank borrowings

 

 

310,000

 

Repayments of other bank borrowings

 

 

(604,517

)

Proceeds from issuance of long-term debt

 

 

153,186

 

Changes in excess tax benefits from share-based payment arrangements

 

(56

)

(324

)

Net proceeds from issuance of common stock

 

16,672

 

11,004

 

Common stock dividends

 

(69,585

)

(73,931

)

Preferred stock dividends of subsidiaries

 

(1,417

)

(1,417

)

Decrease in cash overdraft

 

 

(9,847

)

Other

 

(6,348

)

(7,232

)

Net cash used in financing activities

 

(226,608

)

(373,885

)

Net increase (decrease) in cash and cash equivalents

 

(116,434

)

75,604

 

Cash and cash equivalents, beginning of period

 

503,922

 

183,435

 

Cash and cash equivalents, end of period

 

$

387,488

 

$

259,039

 

 

See accompanying “Notes to Consolidated Financial Statements” for HEI.

 

4



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1 · Basis of presentation

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. The accompanying unaudited consolidated financial statements and the following notes should be read in conjunction with the audited consolidated financial statements and the notes thereto incorporated by reference in HEI’s Form 10-K for the year ended December 31, 2009 and the unaudited consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.

 

In the opinion of HEI’s management, the accompanying unaudited consolidated financial statements contain all material adjustments required by GAAP to fairly state the Company’s financial position as of September 30, 2010 and December 31, 2009, the results of its operations for the three and nine months ended September 30, 2010 and 2009 and cash flows for the nine months ended September 30, 2010 and 2009. 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 the full year. When required, certain reclassifications are made to the prior period’s consolidated financial statements to conform to the current presentation.

 

5


 


Table of Contents

 

2 · Segment financial information

 

(in thousands)

 

Electric Utility

 

Bank

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2010

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

623,090

 

71,429

 

22

 

$

694,541

 

Intersegment revenues (eliminations)

 

36

 

 

(36

)

 

 

Revenues

 

623,126

 

71,429

 

(14

)

694,541

 

Income (loss) before income taxes

 

37,197

 

24,359

 

(8,251

)

53,305

 

Income taxes (benefit)

 

14,719

 

9,066

 

(3,400

)

20,385

 

Net income (loss)

 

22,478

 

15,293

 

(4,851

)

32,920

 

Preferred stock dividends of subsidiaries

 

498

 

 

(27

)

471

 

Net income (loss) for common stock

 

21,980

 

15,293

 

(4,824

)

32,449

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2010

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

1,755,213

 

213,975

 

57

 

$

1,969,245

 

Intersegment revenues (eliminations)

 

119

 

 

(119

)

 

 

Revenues

 

1,755,332

 

213,975

 

(62

)

1,969,245

 

Income (loss) before income taxes

 

95,063

 

71,842

 

(24,974

)

141,931

 

Income taxes (benefit)

 

35,893

 

26,682

 

(10,898

)

51,677

 

Net income (loss)

 

59,170

 

45,160

 

(14,076

)

90,254

 

Preferred stock dividends of subsidiaries

 

1,496

 

 

(79

)

1,417

 

Net income (loss) for common stock

 

57,674

 

45,160

 

(13,997

)

88,837

 

Assets (at September 30, 2010)

 

4,089,328

 

4,804,155

 

1,684

 

8,895,167

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2009

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

548,373

 

$

71,947

 

$

(7

)

$

620,313

 

Intersegment revenues (eliminations)

 

67

 

 

(67

)

 

Revenues

 

548,440

 

71,947

 

(74

)

620,313

 

Income (loss) before income taxes

 

42,877

 

17,665

 

(7,835

)

52,707

 

Income taxes (benefit)

 

15,865

 

6,342

 

(3,454

)

18,753

 

Net income (loss)

 

27,012

 

11,323

 

(4,381

)

33,954

 

Preferred stock dividends of subsidiaries

 

498

 

 

(27

)

471

 

Net income (loss) for common stock

 

26,514

 

11,323

 

(4,354

)

33,483

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2009

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

1,460,515

 

229,478

 

18

 

1,690,011

 

Intersegment revenues (eliminations)

 

139

 

 

(139

)

 

Revenues

 

1,460,654

 

229,478

 

(121

)

1,690,011

 

Income (loss) before income taxes

 

90,626

 

40,239

 

(23,114

)

107,751

 

Income taxes (benefit)

 

32,989

 

14,013

 

(10,025

)

36,977

 

Net income (loss)

 

57,637

 

26,226

 

(13,089

)

70,774

 

Preferred stock dividends of subsidiaries

 

1,496

 

 

(79

)

1,417

 

Net income (loss) for common stock

 

56,141

 

26,226

 

(13,010

)

69,357

 

Assets (at December 31, 2009)

 

3,978,392

 

4,940,985

 

5,625

 

8,925,002

 

 

Intercompany electric sales of consolidated HECO to the bank and “other” segments are not eliminated because those segments would need to purchase electricity from another source if it were not provided by consolidated HECO, the profit on such sales is nominal and the elimination of electric sales revenues and expenses could distort segment operating income and net income.

 

Bank fees that ASB charges the electric utility and “other” segments are not eliminated because those segments would pay fees to another financial institution if they were to bank with another institution, the profit on such fees is nominal and the elimination of bank fee income and expenses could distort segment operating income and net income.

 

6



Table of Contents

 

3 · Electric utility subsidiary

 

For HECO’s consolidated financial information, including its commitments and contingencies, see pages 21 through 43.

 

4 · Bank subsidiary

 

Selected financial information

American Savings Bank, F.S.B. and Subsidiaries

Consolidated Statements of Income Data (unaudited)

 

 

 

Three months ended
September 30

 

Nine months ended
September 30

 

(in thousands)

 

2010

 

2009

 

2010

 

2009

 

Interest and dividend income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

49,221

 

$

53,080

 

$

148,294

 

$

166,535

 

Interest and dividends on investment and mortgage-related securities

 

3,852

 

6,943

 

10,815

 

21,762

 

 

 

53,073

 

60,023

 

159,109

 

188,297

 

Interest expense

 

 

 

 

 

 

 

 

 

Interest on deposit liabilities

 

3,390

 

7,286

 

11,665

 

28,753

 

Interest on other borrowings

 

1,414

 

2,205

 

4,258

 

7,710

 

 

 

4,804

 

9,491

 

15,923

 

36,463

 

Net interest income

 

48,269

 

50,532

 

143,186

 

151,834

 

Provision for loan losses

 

5,961

 

5,200

 

12,310

 

27,000

 

Net interest income after provision for loan losses

 

42,308

 

45,332

 

130,876

 

124,834

 

Noninterest income

 

 

 

 

 

 

 

 

 

Fee income on deposit liabilities

 

6,109

 

8,211

 

21,520

 

22,384

 

Fees from other financial services

 

6,781

 

6,385

 

19,844

 

18,747

 

Fee income on other financial products

 

1,697

 

1,613

 

4,957

 

4,285

 

Net losses on available-for-sale securities

 

 

(9,863

)

 

(15,400

)

Other income

 

3,769

 

5,578

 

8,545

 

11,165

 

 

 

18,356

 

11,924

 

54,866

 

41,181

 

Noninterest expense

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

18,168

 

17,721

 

54,477

 

55,072

 

Occupancy

 

4,176

 

4,905

 

12,617

 

15,956

 

Data processing

 

2,019

 

3,684

 

10,921

 

10,352

 

Services

 

1,544

 

2,437

 

5,117

 

9,656

 

Equipment

 

1,600

 

1,782

 

4,949

 

7,112

 

Loss on early extinguishment of debt

 

 

 

 

101

 

Other expense

 

8,798

 

9,062

 

25,819

 

27,527

 

 

 

36,305

 

39,591

 

113,900

 

125,776

 

Income before income taxes

 

24,359

 

17,665

 

71,842

 

40,239

 

Income taxes

 

9,066

 

6,342

 

26,682

 

14,013

 

Net income

 

$

15,293

 

$

11,323

 

45,160

 

$

26,226

 

 

7



Table of Contents

 

American Savings Bank, F.S.B. and Subsidiaries

Consolidated Balance Sheets Data (unaudited)

 

(in thousands)

 

September 30,
2010

 

December 31,
2009

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

350,404

 

$

425,896

 

Federal funds sold

 

1,000

 

1,479

 

Available-for-sale investment and mortgage-related securities

 

570,262

 

432,881

 

Investment in stock of Federal Home Loan Bank of Seattle

 

97,764

 

97,764

 

Loans receivable, net

 

3,466,550

 

3,670,493

 

Other

 

235,985

 

230,282

 

Goodwill, net

 

82,190

 

82,190

 

 

 

$

4,804,155

 

$

4,940,985

 

Liabilities and stockholder’s equity

 

 

 

 

 

Deposit liabilities—noninterest-bearing

 

$

830,593

 

$

808,474

 

Deposit liabilities—interest-bearing

 

3,128,043

 

3,250,286

 

Other borrowings

 

246,571

 

297,628

 

Other

 

96,306

 

92,129

 

 

 

4,301,513

 

4,448,517

 

Common stock

 

330,493

 

329,439

 

Retained earnings

 

174,815

 

172,655

 

Accumulated other comprehensive loss, net of tax benefits

 

(2,666

)

(9,626

)

 

 

502,642

 

492,468

 

 

 

$

4,804,155

 

$

4,940,985

 

 

Other assets

 

(in thousands)

 

September 30,
2010

 

December 31,
2009

 

Bank-owned life insurance

 

$

116,422

 

$

113,433

 

Premises and equipment, net

 

56,534

 

54,428

 

Prepaid expenses

 

21,127

 

24,353

 

Accrued interest receivable

 

14,825

 

15,247

 

Mortgage-servicing rights

 

6,031

 

4,200

 

Real estate acquired in settlement of loans, net

 

4,474

 

3,959

 

Other

 

16,572

 

14,662

 

 

 

$

235,985

 

$

230,282

 

 

Other liabilities

 

(in thousands)

 

September 30,
2010

 

December 31,
2009

 

Accrued expenses

 

$

18,634

 

$

17,270

 

Federal and state income taxes payable

 

30,207

 

19,141

 

Cashier’s checks

 

24,656

 

26,877

 

Advance payments by borrowers

 

6,052

 

10,989

 

Other

 

16,757

 

17,852

 

 

 

$

96,306

 

$

92,129

 

 

Other borrowings consisted of securities sold under agreements to repurchase and advances from the Federal Home Loan Bank (FHLB) of Seattle of $182 million and $65 million, respectively, as of September 30, 2010 and $233 million and $65 million, respectively, as of December 31, 2009.

 

Bank-owned life insurance is life insurance purchased by ASB on the lives of certain employees, with ASB as the beneficiary. The insurance is used to fund employee benefits through tax-free income from increases in the cash value of the policies and insurance proceeds paid to ASB upon an insured’s death.

 

8



Table of Contents

 

As of September 30, 2010, ASB had total commitments to borrowers for undisbursed loan funds, loan commitments and unused lines and letters of credit of $1.2 billion.

 

Investment and mortgage-related securities portfolio.

 

Available-for-sale securitiesThe book value and aggregate fair value by major security type were as follows:

 

 

 

September 30, 2010

 

December 31, 2009

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Book

 

unrealized

 

unrealized

 

fair

 

Book

 

unrealized

 

unrealized

 

fair

 

(in thousands)

 

value

 

gains

 

losses

 

value

 

value

 

gains

 

losses

 

value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities — federal agency obligations

 

$

265,941

 

$

583

 

$

(49

)

$

266,475

 

$

104,091

 

$

109

 

$

(156

)

$

104,044

 

Mortgage-related securities — FNMA, FHLMC and GNMA

 

265,449

 

10,935

 

(54

)

276,330

 

319,642

 

7,967

 

(88

)

327,521

 

Municipal bonds

 

27,003

 

510

 

(56

)

27,457

 

1,300

 

16

 

 

1,316

 

 

 

$

558,393

 

$

12,028

 

$

(159

)

$

570,262

 

$

425,033

 

$

8,092

 

$

(244

)

$

432,881

 

 

The following tables detail the contractual maturities and yields of available-for-sale securities. All positions with variable maturities (e.g., callable debentures and mortgage backed securities) are disclosed based upon the bond’s contractual maturity. Actual average maturities may be substantially shorter than those detailed below.

 

 

 

 

 

Weighted

 

Maturity<1 year

 

Maturity 1-5 years

 

Maturity 5-10 years

 

Maturity>10 years

 

 

 

Book

 

average

 

Book

 

Yield

 

Book

 

Yield

 

Book

 

Yield

 

Book

 

Yield

 

(dollars in thousands)

 

value

 

yield (%)

 

value

 

(%)

 

value

 

(%)

 

value

 

(%)

 

value

 

(%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities — federal agency obligations

 

$

265,941

 

1.32

 

$

10,000

 

0.26

 

$

215,408

 

1.18

 

$

40,533

 

2.32

 

$

 

 

Mortgage-related securities — FNMA, FHLMC and GNMA

 

265,449

 

3.81

 

 

 

3,565

 

2.29

 

110,794

 

3.79

 

151,090

 

3.86

 

Municipal bonds

 

27,003

 

3.99

 

500

 

1.92

 

800

 

2.50

 

25,703

 

4.08

 

 

 

 

 

$

558,393

 

2.63

 

$

10,500

 

0.34

 

$

219,773

 

1.20

 

$

177,030

 

3.49

 

$

151,090

 

3.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities — federal agency obligations

 

$

104,091

 

1.08

 

$

 

 

$

94,091

 

1.01

 

$

10,000

 

1.80

 

$

 

 

Mortgage-related securities — FNMA, FHLMC and GNMA

 

319,642

 

3.85

 

 

 

5,787

 

2.32

 

138,617

 

3.80

 

175,238

 

3.94

 

Municipal bonds

 

1,300

 

2.27

 

500

 

1.92

 

800

 

2.50

 

 

 

 

 

 

 

$

425,033

 

3.17

 

$

500

 

1.92

 

$

100,678

 

1.10

 

$

148,617

 

3.67

 

$

175,238

 

3.94

 

 

The net losses on available for sale securities for the third quarter of 2009 of $9.9 million consisted of $13.7 million of total other-than-temporary impairment losses, net of $3.8 million of non-credit losses recognized in other comprehensive income.

 

The net losses on available for sale securities for the nine months ended September 30, 2009 of $15.4 million included impairment losses of $15.4 million, which consisted of $32.1 million of total other-than- temporary impairment losses, net of $16.7 million of non-credit losses recognized in other comprehensive income.

 

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Table of Contents

 

Gross unrealized losses and fair value.  The gross unrealized losses and fair values (for securities held in available for sale by duration of time in which positions have been held in a continuous loss position) were as follows:

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

 

 

Gross
unrealized

 

Fair

 

Gross
unrealized

 

Fair

 

Gross
unrealized

 

Fair

 

(in thousands)

 

losses

 

value

 

losses

 

value

 

losses

 

value

 

September 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities — federal agency obligations

 

$

(49

)

$

39,966

 

$

 

$

 

$

(49

)

$

39,966

 

Mortgage-related securities — FNMA, FHLMC and GNMA

 

(54

)

5,357

 

 

 

(54

)

5,357

 

Municipal bonds

 

(56

)

3,600

 

 

 

(56

)

3,600

 

 

 

$

(159

)

$

48,923

 

$

 

$

 

$

(159

)

$

48,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities — federal agency obligations

 

$

(156

)

$

54,834

 

$

 

$

 

$

(156

)

$

54,834

 

Mortgage-related securities — FNMA, FHLMC and GNMA

 

(88

)

15,352

 

 

 

(88

)

15,352

 

Municipal bonds

 

 

 

 

 

 

 

 

 

$

(244

)

$

70,186

 

$

 

$

 

$

(244

)

$

70,186

 

 

The unrealized losses on ASB’s investments in obligations issued by federal agencies were caused by interest rate movements. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because ASB does not intend to sell the securities and has determined it is more likely than not that it will not be required to sell the investments before recovery of their amortized costs bases, which may be at maturity, ASB does not consider these investments to be other-than-temporarily impaired at September 30, 2010.

 

The fair values of ASB’s investment securities could decline if interest rates rise or spreads widen.

 

Federal Deposit Insurance Corporation restoration plan.  Under the Federal Deposit Insurance Reform Act of 2005 (the Reform Act), the Federal Deposit Insurance Corporation (FDIC) may set the designated reserve ratio within a range of 1.15% to 1.50%. The Reform Act requires that the FDIC’s Board of Directors adopt a restoration plan when the Deposit Insurance Fund (DIF) reserve ratio falls below 1.15% or is expected to within six months. Financial institution failures have significantly increased the DIF’s loss provisions, resulting in declines in the reserve ratio.

 

In May 2009, the board of directors of the FDIC voted to levy a special assessment on deposit institutions to build the DIF and restore public confidence in the banking system. ASB’s special assessment was $2.3 million and ASB recorded the charge in June 2009.

 

In November 2009, the Board of Directors of the FDIC approved a restoration plan that required banks to prepay, by December 30, 2009, their estimated quarterly, risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. For the fourth quarter of 2009 and all of 2010, the prepaid assessment rate was assessed according to a risk-based premium schedule adopted earlier in 2009. The prepaid assessment rate for 2011 and 2012 was the current assessment rate plus 3 basis points. The prepaid assessment was recorded as a prepaid asset as of December 30, 2009, and each quarter thereafter ASB will record a charge to earnings for its regular quarterly assessment and offset the prepaid expense until the asset is exhausted. Once the asset is exhausted, ASB will record an accrued expense payable each quarter for the assessment to be paid. If the prepaid assessment is not exhausted by December 30, 2014, any remaining amount will be returned to ASB. ASB’s prepaid assessment was approximately $24 million. For each of the quarters ended September 30, 2010 and 2009, ASB’s assessment rate was 14 basis points of deposits, or $1.4 million and $1.5 million, respectively.

 

The FDIC may impose additional special assessments in the future if it is deemed necessary to ensure the DIF ratio does not decline to a level that is close to zero or that could otherwise undermine public confidence in federal deposit insurance. Management cannot predict with certainty the timing or amounts of any additional assessments.

 

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Table of Contents

 

Deposit insurance coverage.  In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the current standard maximum deposit insurance amount to $250,000. Previously, the standard maximum deposit insurance amount of $100,000 had been temporarily raised to $250,000 through December 31, 2013. The Dodd Frank Act also redefines the assessment base as average total consolidated assets less average tangible equity (previously the assessment base was based on deposits).

 

5 · Retirement benefits

 

Defined benefit plans.  For the first nine months of 2010, the utilities contributed $23.8 million and HEI contributed $0.6 million to their respective retirement benefit plans, compared to $19.9 million and $1.0 million, respectively, in the first nine months of 2009. The Company’s current estimate of contributions to its retirement benefit plans in 2010 is $32 million ($31 million to be made by the utilities and $1 million by HEI), compared to contributions of $25 million in 2009 ($24 million made by the utilities and $1 million by HEI). In addition, the Company expects to pay directly $2 million of benefits in 2010, compared to the $1 million paid in 2009.

 

The components of net periodic benefit cost were as follows:

 

 

 

Three months ended September 30

 

Nine months ended September 30

 

 

 

Pension benefits

 

Other benefits

 

Pension benefits

 

Other benefits

 

(in thousands)

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

7,376

 

$

6,479

 

$

1,248

 

$

1,427

 

$

21,424

 

$

19,208

 

$

3,539

 

$

3,654

 

Interest cost

 

16,197

 

15,468

 

2,565

 

2,678

 

48,330

 

46,520

 

7,901

 

8,363

 

Expected return on plan assets

 

(17,272

)

(14,336

)

(2,792

)

(2,240

)

(51,687

)

(42,907

)

(8,310

)

(6,677

)

Amortization of unrecognized transition obligation

 

1

 

1

 

 

262

 

2

 

2

 

 

1,831

 

Amortization of prior service cost (credit)

 

(97

)

(100

)

(83

)

(34

)

(291

)

(288

)

(187

)

(27

)

Recognized actuarial loss (gain)

 

1,942

 

3,957

 

(5

)

86

 

5,449

 

11,890

 

(8

)

309

 

Net periodic benefit cost

 

8,147

 

11,469

 

933

 

2,179

 

23,227

 

34,425

 

2,935

 

7,453

 

Impact of PUC D&Os

 

2,574

 

(1,776

)

1,512

 

(270

)

7,602

 

(9,974

)

4,133

 

(1,002

)

Net periodic benefit cost (adjusted for impact of PUC D&Os)

 

$

10,721

 

$

9,693

 

$

2,445

 

$

1,909

 

$

30,829

 

$

24,451

 

$

7,068

 

$

6,451

 

 

The Company recorded retirement benefits expense of $29 million and $24 million in the first nine months of 2010 and 2009, respectively, and charged the remaining amounts primarily to electric utility plant.

 

In the third quarter of 2010, MECO eliminated the electric discount benefit which will generate nominal credits through other benefit costs over the next few years as the total negative amendment credit is amortized.

 

Also, see Note 4, “Retirement benefits,” of HECO’s Notes to Consolidated Financial Statements.

 

Defined contribution plan.  For the first nine months of 2010 and 2009, ASB’s total expense for its employees participating in the Hawaiian Electric Industries Retirement Savings Plan and the ASB 401(k) Plan combined was $2.9 million and $2.1 million, respectively. For the first nine months of 2010 and 2009, ASB’s cash contributions were $3.2 million and $3.4 million, respectively.

 

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Table of Contents

 

6 · Share-based compensation

 

The 2010 Equity and Incentive Plan (EIP) was approved by shareholders in May 2010 and allows HEI to issue an aggregate of 4 million shares of common stock as additional incentive compensation to selected employees in the form of stock options, stock appreciation rights, restricted shares, deferred shares, performance shares and other share-based and cash-based awards. Through September 30, 2010, grants under the EIP consisted of 77,500 deferred shares.

 

Under the 1987 Stock Option and Incentive Plan, as amended (SOIP), grants and awards of an estimated 1.1 million shares of common stock (based on various assumptions, including LTIP awards at maximum levels and the use of the September 30, 2010 market price of shares as the price on the exercise/payment dates) were outstanding as of September 30, 2010 to selected employees in the form of nonqualified stock options (NQSOs), stock appreciation rights (SARs), restricted stock units, LTIP performance and other shares and dividend equivalents. As of May 11, 2010, no new awards may be granted under the SOIP. After the shares of common stock for the outstanding SOIP grants and awards are issued or such grants and awards expire, the remaining registered shares under the SOIP will be deregistered and delisted.

 

For the NQSOs and SARs, the exercise price of each NQSO or SAR generally equaled the fair market value of HEI’s stock on or near the date of grant. NQSOs, SARs and related dividend equivalents issued in the form of stock awarded generally became exercisable in installments of 25% each year for four years, and expire if not exercised ten years from the date of the grant. NQSOs and SARs compensation expense has been recognized in accordance with the fair value-based measurement method of accounting. The estimated fair value of each NQSO and SAR grant was calculated on the date of grant using a Binomial Option Pricing Model.

 

Restricted stock awards under the SOIP generally become unrestricted four years after the date of grant and are forfeited for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations by reason of death, disability or termination without cause. Restricted stock awards compensation expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividends on restricted stock awards are paid quarterly in cash.

 

Deferred shares and restricted stock units generally vest and will be issued as unrestricted stock four years after the date of the grant and are forfeited for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations due to death, disability and retirement. Deferred shares and restricted stock units expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividend equivalent rights are accrued quarterly and are paid in cash at the end of the restriction period when the deferred shares and restricted stock units vest.

 

Stock performance awards granted under the 2009-2011 and 2010-2012 Long-Term Incentive Plans (LTIP) entitle the grantee to shares of common stock with dividend equivalent rights once service conditions and performance conditions are satisfied at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the performance period, except that pro-rata participation is provided for terminations due to death, disability and retirement based upon completed months of service after a minimum of 12 months of service in the performance period. Compensation expense for the stock performance awards portion of the LTIP has been recognized in accordance with the fair-value-based measurement method of accounting for performance shares.

 

The Company’s share-based compensation expense and related income tax benefit are as follows:

 

 

 

Three months ended
September 30

 

Nine months ended
September 30

 

($ in millions)

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense (1)

 

0.6