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HAWAIIAN ELECTRIC INDUSTRIES INC - Quarter Report: 2013 June (Form 10-Q)

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 June 30, 2013

 

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)

 

Hawaiian Electric Industries, Inc. – 1001 Bishop Street, Suite 2900, Honolulu, Hawaii  96813

Hawaiian Electric Company, Inc. – 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 the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Hawaiian Electric Industries, Inc. Yes x No o

 

Hawaiian Electric Company, Inc. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Hawaiian Electric Industries, Inc. Yes x No o

 

Hawaiian Electric Company, Inc. Yes x No o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Hawaiian Electric Industries, Inc. Yes o No x

 

Hawaiian Electric Company, Inc. Yes o No x

 

Indicate by check mark whether the registrant 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.

 

Hawaiian Electric Industries, Inc.

 

Large accelerated filer  x

 

Hawaiian Electric Company, Inc.

 

Large accelerated filer o

 

 

Accelerated filer o

 

 

 

Accelerated filer o

 

 

Non-accelerated filer o

 

 

 

Non-accelerated filer  x

 

 

(Do not check if a smaller reporting company)

 

 

 

(Do not check if a smaller reporting company)

 

 

Smaller reporting company o

 

 

 

Smaller reporting company o

 

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 July 31, 2013

Hawaiian Electric Industries, Inc. (Without Par Value)

 

99,128,257 Shares

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

 

14,665,264 Shares (not publicly traded)

 

 

 



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Hawaiian Electric Company, Inc. and Subsidiaries

Form 10-Q—Quarter ended June 30, 2013

 

INDEX

 

Page No.

 

 

ii

 

Glossary of Terms

iv

 

Forward-Looking Statements

 

 

 

 

 

PART I. FINANCIAL INFORMATION

1

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Hawaiian Electric Industries, Inc. and Subsidiaries

1

 

 

Consolidated Statements of Income -
three and six months ended June 30, 2013 and 2012

2

 

 

Consolidated Statements of Comprehensive Income -
three and six months ended June 30, 2013 and 2012

3

 

 

Consolidated Balance Sheets - June 30, 2013 and December 31, 2012

4

 

 

Consolidated Statements of Changes in Shareholders’ Equity -
six months ended June 30, 2013 and 2012

5

 

 

Consolidated Statements of Cash Flows -
six months ended June 30, 2013 and 2012

6

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

30

 

 

Consolidated Statements of Income -
three and six months ended June 30, 2013 and 2012

30

 

 

Consolidated Statements of Comprehensive Income -
three and six months ended June 30, 2013 and 2012

31

 

 

Consolidated Balance Sheets - June 30, 2013 and December 31, 2012

32

 

 

Consolidated Statements of Changes in Common Stock Equity -
six months ended June 30, 2013 and 2012

33

 

 

Consolidated Statements of Cash Flows -
six months ended June 30, 2013 and 2012

34

 

 

Notes to Consolidated Financial Statements

54

 

Item 2.

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

54

 

 

HEI Consolidated

59

 

 

Electric Utilities

68

 

 

Bank

78

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

79

 

Item 4.

Controls and Procedures

 

 

 

 

 

PART II.

OTHER INFORMATION

80

 

Item 1.

Legal Proceedings

80

 

Item 1A.

Risk Factors

80

 

Item 5.

Other Information

81

 

Item 6.

Exhibits

82

 

Signatures

 

i



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Hawaiian Electric Company, Inc. and Subsidiaries

Form 10-Q—Quarter ended June 30, 2013

 

GLOSSARY OF TERMS

 

Terms

 

Definitions

AFTAP

 

Adjusted Funding Target Attainment Percentage

AFUDC

 

Allowance for funds used during construction

AOCI

 

Accumulated other comprehensive income/(loss)

ARO

 

Asset retirement obligation

ASB

 

American Savings Bank, F.S.B., a wholly-owned subsidiary of American Savings Holdings, Inc.

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.

ASU

 

Accounting Standards Update

CIP CT-1

 

Campbell Industrial Park 110 MW combustion turbine No. 1

CIS

 

Customer Information System

Company

 

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.; HEI Properties, Inc.; 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.).

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

D&O

 

Decision and order

Dodd-Frank Act

 

Dodd-Frank Wall Street Reform and Consumer Protection Act

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

EGU

 

Electrical generating unit

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

ERISA

 

Employee Retirement Income Security Act of 1974, as amended

EVE

 

Economic value of equity

Exchange Act

 

Securities Exchange Act of 1934

FASB

 

Financial Accounting Standards Board

FDIC

 

Federal Deposit Insurance Corporation

federal

 

U.S. Government

FHLB

 

Federal Home Loan Bank

FHLMC

 

Federal Home Loan Mortgage Corporation

FNMA

 

Federal National Mortgage Association

FRB

 

Federal Reserve Board

 

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 financing 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., HEI Properties, Inc., Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.)

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 planning

Kalaeloa

 

Kalaeloa Partners, L.P.

KW

 

Kilowatt

KWH

 

Kilowatthour

LTIP

 

Long-term incentive plan

MAP-21

 

Moving Ahead for Progress in the 21st Century Act

MECO

 

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

MW

 

Megawatt/s (as applicable)

NII

 

Net interest income

NQSO

 

Nonqualified stock option

O&M

 

Other operation and maintenance

OCC

 

Office of the Comptroller of the Currency

OPEB

 

Postretirement benefits other than pensions

PPA

 

Power purchase agreement

PPAC

 

Purchased power adjustment clause

PUC

 

Public Utilities Commission of the State of Hawaii

RAM

 

Revenue adjustment mechanism

RBA

 

Revenue balancing account

RFP

 

Request for proposal

REIP

 

Renewable Energy Infrastructure Program

RHI

 

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

ROACE

 

Return on average common equity

RORB

 

Return on average rate base

RPS

 

Renewable portfolio standard

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

TDR

 

Troubled debt restructuring

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 described 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, defense and construction industries, the strength or weakness of the Hawaii and continental U.S. real estate markets (including the fair value and/or the actual performance of collateral underlying loans held by 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 (including the effects of sequestration), the implications and potential impacts of U.S. and foreign capital and credit market conditions and federal, state and international responses to those conditions, and the potential impacts of global developments (including global economic conditions and uncertainties, unrest, conflict and the overthrow of governmental regimes in North Africa and the Middle East, terrorist acts, the war on terrorism, continuing U.S. presence in Afghanistan and potential conflict or crisis with North Korea or Iran);

·            weather and natural disasters (e.g., hurricanes, earthquakes, tsunamis, lightning strikes and the potential effects of climate change, such as more severe storms and rising sea levels), including their impact on Company operations and the economy;

·            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 the Company’s pension and other retirement plan assets and ASB’s 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 of 2010 (Dodd-Frank Act) and of the rules and regulations that the Dodd-Frank Act requires to be promulgated;

·            increasing competition in the banking industry (e.g., increased price competition for deposits, or an outflow of deposits to alternative investments, which may have an adverse impact on ASB’s cost of funds);

·            the 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), and the fulfillment by the electric 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 (and potential disapproval of actual or proposed) HCEI-related costs; reliance by the Company on outside parties such as the state, independent power producers (IPPs) and developers; potential changes in political support for the HCEI; and uncertainties surrounding wind power, proposed undersea cables, 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, combined heat and power or other firm capacity supply-side resources fall short of achieving their forecasted benefits or are otherwise insufficient to reduce or meet peak demand;

·            fuel oil price changes, 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 continued availability to the electric utilities of other cost recovery mechanisms, including the purchased power adjustment clauses (PPACs), revenue adjustment mechanisms (RAMs) and pension and postretirement benefits other than pensions (OPEB) tracking mechanisms, and the continued decoupling of revenues from sales;

·            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 energy 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;

·            cyber security risks and the potential for cyber incidents, including potential incidents at HEI, ASB and HECO and their subsidiaries (including at ASB branches and at the electric utility plants) and incidents at data processing centers they use, to the extent not prevented by intrusion detection and prevention systems, anti-virus software, firewalls and other general information technology controls;

·            federal, state, county and international governmental and regulatory actions, such as existing, new and 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 (including resulting compliance costs and risks of fines and penalties and/or liabilities), the regulation of greenhouse gas (GHG) emissions, governmental fees and assessments (such as Federal Deposit Insurance Corporation assessments), and potential carbon “cap and trade” legislation that may fundamentally alter costs to produce electricity and accelerate the move to renewable generation);

·            decisions by the PUC in rate cases and other proceedings (including the risks of delays in the timing of decisions, adverse changes in final decisions from interim decisions and the disallowance of project costs as a result of adverse regulatory audit reports or otherwise);

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

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

·            the ability of the electric utilities to recover increasing costs and earn a reasonable return on capital investments not covered by revenue adjustment mechanisms;

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

·            changes in accounting principles applicable to HEI, HECO, ASB and their subsidiaries, including the possible adoption of International Financial Reporting Standards or new U.S. accounting standards, the potential discontinuance of regulatory accounting and the effects of potentially required consolidation of variable interest entities (VIEs) 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 (e.g., damages to the utilities’ transmission and distribution system and losses from business interruption) or underinsured (e.g., losses not covered as a result of insurance deductibles or other exclusions or exceeding policy limits); 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

 

Six months

 

 

 

ended June 30

 

ended June 30

 

(in thousands, except per share amounts)

 

2013

 

2012

 

2013

 

2012

 

Revenues

 

 

 

 

 

 

 

 

 

Electric utility

 

$

730,688

 

$

789,552

 

$

1,449,961

 

$

1,539,162

 

Bank

 

66,027

 

64,721

 

130,783

 

129,973

 

Other

 

15

 

(5

)

50

 

(7

)

Total revenues

 

796,730

 

854,268

 

1,580,794

 

1,669,128

 

Expenses

 

 

 

 

 

 

 

 

 

Electric utility

 

669,550

 

728,056

 

1,335,870

 

1,420,412

 

Bank

 

41,322

 

42,847

 

84,327

 

85,187

 

Other

 

3,488

 

3,959

 

7,570

 

8,307

 

Total expenses

 

714,360

 

774,862

 

1,427,767

 

1,513,906

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

Electric utility

 

61,138

 

61,496

 

114,091

 

118,750

 

Bank

 

24,705

 

21,874

 

46,456

 

44,786

 

Other

 

(3,473

)

(3,964

)

(7,520

)

(8,314

)

Total operating income

 

82,370

 

79,406

 

153,027

 

155,222

 

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

 

(19,613

)

(20,199

)

(39,401

)

(38,738

)

Allowance for borrowed funds used during construction

 

398

 

893

 

1,128

 

1,763

 

Allowance for equity funds used during construction

 

1,560

 

1,997

 

2,775

 

3,937

 

Income before income taxes

 

64,715

 

62,097

 

117,529

 

122,184

 

Income taxes

 

23,654

 

22,824

 

42,316

 

44,122

 

Net income

 

41,061

 

39,273

 

75,213

 

78,062

 

Preferred stock dividends of subsidiaries

 

473

 

473

 

946

 

946

 

Net income for common stock

 

$

40,588

 

$

38,800

 

$

74,267

 

$

77,116

 

Basic earnings per common share

 

$

0.41

 

$

0.40

 

$

0.75

 

$

0.80

 

Diluted earnings per common share

 

$

0.41

 

$

0.40

 

$

0.75

 

$

0.80

 

Dividends per common share

 

$

0.31

 

$

0.31

 

$

0.62

 

$

0.62

 

Weighted-average number of common shares outstanding

 

98,660

 

96,693

 

98,399

 

96,430

 

Net effect of potentially dilutive shares

 

589

 

286

 

562

 

389

 

Adjusted weighted-average shares

 

99,249

 

96,979

 

98,961

 

96,819

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (unaudited)

 

 

 

Three months
ended June 30

 

Six months
ended June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net income for common stock

 

$

40,588

 

$

38,800

 

$

74,267

 

$

77,116

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses) on securities arising during the period, net of (taxes) benefits of $5,485 and ($721) for the three months ended June 30, 2013 and 2012 and $6,032 and ($572) for the six months ended June 30, 2013 and 2012, respectively

 

(8,307

)

1,093

 

(9,135

)

867

 

Less: reclassification adjustment for net realized gains included in net income, net of taxes of $488 and $53 for the three months ended June 30, 2013 and 2012 and $488 and $53 for the six months ended June 30, 2013 and 2012, respectively

 

(738

)

(81

)

(738

)

(81

)

Derivatives qualified as cash flow hedges:

 

 

 

 

 

 

 

 

 

Less: reclassification adjustment to net income, net of tax benefits of $38 for the three months ended June 30, 2013 and 2012 and $75 for the six months ended June 30, 2013 and 2012

 

59

 

59

 

118

 

118

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $3,630 and $2,405 for the three months ended June 30, 2013 and 2012 and $7,476 and $4,878 for the six months ended June 30, 2013 and 2012, respectively

 

5,680

 

3,768

 

11,701

 

7,641

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $3,184 and $2,095 for the three months ended June 30, 2013 and 2012 and $6,568 and $4,257 for the six months ended June 30, 2013 and 2012, respectively

 

(4,999

)

(3,289

)

(10,312

)

(6,684

)

Other comprehensive income (loss), net of taxes

 

(8,305

)

1,550

 

(8,366

)

1,861

 

Comprehensive income attributable to Hawaiian Electric Industries, Inc.

 

$

32,283

 

$

40,350

 

$

65,901

 

$

78,977

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

 

(dollars in thousands)

 

June 30, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

153,712

 

 

 

$

219,662

 

Accounts receivable and unbilled revenues, net

 

 

 

359,259

 

 

 

362,823

 

Available-for-sale investment and mortgage-related securities

 

 

 

560,172

 

 

 

671,358

 

Investment in stock of Federal Home Loan Bank of Seattle

 

 

 

94,281

 

 

 

96,022

 

Loans receivable held for investment, net

 

 

 

3,912,630

 

 

 

3,737,233

 

Loans held for sale, at lower of cost or fair value

 

 

 

34,073

 

 

 

26,005

 

Property, plant and equipment, net of accumulated depreciation of $2,161,681 in 2013 and $2,125,286 in 2012

 

 

 

3,701,905

 

 

 

3,594,829

 

Regulatory assets

 

 

 

885,025

 

 

 

864,596

 

Other

 

 

 

454,898

 

 

 

494,414

 

Goodwill

 

 

 

82,190

 

 

 

82,190

 

Total assets

 

 

 

$

10,238,145

 

 

 

$

10,149,132

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

175,038

 

 

 

$

212,379

 

Interest and dividends payable

 

 

 

25,503

 

 

 

26,258

 

Deposit liabilities

 

 

 

4,276,243

 

 

 

4,229,916

 

Short-term borrowings—other than bank

 

 

 

125,786

 

 

 

83,693

 

Other bank borrowings

 

 

 

187,884

 

 

 

195,926

 

Long-term debt, net—other than bank

 

 

 

1,422,877

 

 

 

1,422,872

 

Deferred income taxes

 

 

 

474,197

 

 

 

439,329

 

Regulatory liabilities

 

 

 

336,065

 

 

 

322,074

 

Contributions in aid of construction

 

 

 

419,337

 

 

 

405,520

 

Defined benefit pension and other postretirement benefit plans liability

 

 

 

639,898

 

 

 

656,394

 

Other

 

 

 

496,375

 

 

 

526,613

 

Total liabilities

 

 

 

8,579,203

 

 

 

8,520,974

 

 

 

 

 

 

 

 

 

 

 

Preferred stock of subsidiaries - not subject to mandatory redemption

 

 

 

34,293

 

 

 

34,293

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Notes 3 and 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 99,044,053 shares in 2013 and 97,928,403 shares in 2012

 

 

 

1,429,371

 

 

 

1,403,484

 

Retained earnings

 

 

 

230,067

 

 

 

216,804

 

Accumulated other comprehensive income (loss), net of taxes

 

 

 

 

 

 

 

 

 

Net unrealized gains on securities

 

$

888

 

 

 

$

10,761

 

 

 

Unrealized losses on derivatives

 

(642

)

 

 

(760

)

 

 

Retirement benefit plans

 

(35,035

)

(34,789

)

(36,424

)

(26,423

)

Total shareholders’ equity

 

 

 

1,624,649

 

 

 

1,593,865

 

Total liabilities and shareholders’ equity

 

 

 

$

10,238,145

 

 

 

$

10,149,132

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

 

 

 

Common stock

 

Retained

 

Accumulated
other
comprehensive

 

 

 

(in thousands, except per share amounts)

 

Shares

 

Amount

 

Earnings

 

loss

 

Total

 

Balance, December 31, 2012

 

97,928

 

$

1,403,484

 

$

216,804

 

$

(26,423

)

$

1,593,865

 

Net income for common stock

 

 

 

74,267

 

 

74,267

 

Other comprehensive loss, net of tax benefits

 

 

 

 

(8,366

)

(8,366

)

Issuance of common stock, net

 

1,116

 

25,887

 

 

 

25,887

 

Common stock dividends ($0.62 per share)

 

 

 

(61,004

)

 

(61,004

)

Balance, June 30, 2013

 

99,044

 

$

1,429,371

 

$

230,067

 

$

(34,789

)

$

1,624,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

96,038

 

$

1,349,446

 

$

198,397

 

$

(19,137

)

$

1,528,706

 

Net income for common stock

 

 

 

77,116

 

 

77,116

 

Other comprehensive income, net of taxes

 

 

 

 

1,861

 

1,861

 

Issuance of common stock, net

 

985

 

27,980

 

 

 

27,980

 

Dividend equivalents paid on equity-classified awards

 

 

 

(96

)

 

(96

)

Common stock dividends ($0.62 per share)

 

 

 

(59,791

)

 

(59,791

)

Balance, June 30, 2012

 

97,023

 

$

1,377,426

 

$

215,626

 

$

(17,276

)

$

1,575,776

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4



Table of Contents

 

Hawaiian Electric Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

 

Six months ended June 30

 

2013

 

2012

 

(in thousands)

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

75,213

 

$

78,062

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

Depreciation of property, plant and equipment

 

79,843

 

75,517

 

Other amortization

 

2,868

 

2,999

 

Provision for loan losses

 

899

 

5,924

 

Loans receivable originated and purchased, held for sale

 

(128,276

)

(161,344

)

Proceeds from sale of loans receivable, held for sale

 

148,243

 

161,713

 

Change in deferred income taxes

 

40,403

 

41,541

 

Change in excess tax benefits from share-based payment arrangements

 

(445

)

(40

)

Allowance for equity funds used during construction

 

(2,775

)

(3,937

)

Changes in assets and liabilities

 

 

 

 

 

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

 

3,564

 

(42,428

)

Decrease (increase) in fuel oil stock

 

43,974

 

(35,893

)

Increase in regulatory assets

 

(37,586

)

(35,476

)

Increase (decrease) in accounts, interest and dividends payable

 

(43,384

)

3,578

 

Change in prepaid and accrued income taxes and utility revenue taxes

 

(33,822

)

(12,998

)

Contributions to defined benefit pension and other postretirement benefit plans

 

(41,521

)

(53,356

)

Other increase in defined benefit pension and other postretirement benefit plans liability

 

41,191

 

31,204

 

Change in other assets and liabilities

 

(17,597

)

(58,638

)

Net cash provided by (used in) operating activities

 

130,792

 

(3,572

)

Cash flows from investing activities

 

 

 

 

 

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

 

(39,721

)

(93,808

)

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

 

62,819

 

75,407

 

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

 

71,367

 

3,548

 

Net increase in loans held for investment

 

(201,184

)

(61,214

)

Proceeds from sale of real estate acquired in settlement of loans

 

5,712

 

6,036

 

Capital expenditures

 

(158,830

)

(145,263

)

Contributions in aid of construction

 

17,188

 

26,981

 

Other

 

2,364

 

 

Net cash used in investing activities

 

(240,285

)

(188,313

)

Cash flows from financing activities

 

 

 

 

 

Net increase in deposit liabilities

 

46,326

 

66,709

 

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

 

42,093

 

27,419

 

Net decrease in retail repurchase agreements

 

(8,054

)

(14,556

)

Proceeds from other bank borrowings

 

25,000

 

 

Repayments of other bank borrowings

 

(25,000

)

 

Proceeds from issuance of long-term debt

 

50,000

 

417,000

 

Repayment of long-term debt

 

(50,000

)

(328,500

)

Change in excess tax benefits from share-based payment arrangements

 

445

 

40

 

Net proceeds from issuance of common stock

 

11,994

 

11,909

 

Common stock dividends

 

(48,921

)

(47,851

)

Preferred stock dividends of subsidiaries

 

(946

)

(946

)

Other

 

606

 

(2,055

)

Net cash provided by financing activities

 

43,543

 

129,169

 

Net decrease in cash and cash equivalents

 

(65,950

)

(62,716

)

Cash and cash equivalents, beginning of period

 

219,662

 

270,265

 

Cash and cash equivalents, end of period

 

$

153,712

 

$

207,549

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5



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 in HEI’s Form 10-K for the year ended December 31, 2012 and the unaudited consolidated financial statements and the notes thereto in HEI’s Quarterly Report on SEC Form 10-Q for the quarter ended March 31, 2013.

 

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 June 30, 2013 and December 31, 2012, the results of its operations for the three and six months ended June 30, 2013 and 2012 and its cash flows for the six months ended June 30, 2013 and 2012. 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.

 

6



Table of Contents

 

2 · Segment financial information

 

(in thousands) 

 

Electric utility

 

Bank

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2013

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

730,682

 

$

66,027

 

$

21

 

$

796,730

 

Intersegment revenues (eliminations)

 

6

 

 

(6

)

 

Revenues

 

730,688

 

66,027

 

15

 

796,730

 

Income (loss) before income taxes

 

47,517

 

24,705

 

(7,507

)

64,715

 

Income taxes (benefit)

 

18,325

 

8,786

 

(3,457

)

23,654

 

Net income (loss)

 

29,192

 

15,919

 

(4,050

)

41,061

 

Preferred stock dividends of subsidiaries

 

499

 

 

(26

)

473

 

Net income (loss) for common stock

 

28,693

 

15,919

 

(4,024

)

40,588

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2013

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

1,449,949

 

$

130,783

 

$

62

 

$

1,580,794

 

Intersegment revenues (eliminations)

 

12

 

 

(12

)

 

Revenues

 

1,449,961

 

130,783

 

50

 

1,580,794

 

Income (loss) before income taxes

 

86,839

 

46,457

 

(15,767

)

117,529

 

Income taxes (benefit)

 

32,719

 

16,383

 

(6,786

)

42,316

 

Net income (loss)

 

54,120

 

30,074

 

(8,981

)

75,213

 

Preferred stock dividends of subsidiaries

 

998

 

 

(52

)

946

 

Net income (loss) for common stock

 

53,122

 

30,074

 

(8,929

)

74,267

 

Assets (at June 30, 2013)

 

5,161,819

 

5,068,771

 

7,555

 

10,238,145

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2012

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

789,539

 

$

64,721

 

$

8

 

$

854,268

 

Intersegment revenues (eliminations)

 

13

 

 

(13

)

 

Revenues

 

789,552

 

64,721

 

(5

)

854,268

 

Income (loss) before income taxes

 

48,501

 

21,873

 

(8,277

)

62,097

 

Income taxes (benefit)

 

18,626

 

7,684

 

(3,486

)

22,824

 

Net income (loss)

 

29,875

 

14,189

 

(4,791

)

39,273

 

Preferred stock dividends of subsidiaries

 

499

 

 

(26

)

473

 

Net income (loss) for common stock

 

29,376

 

14,189

 

(4,765

)

38,800

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2012

 

 

 

 

 

 

 

 

 

Revenues from external customers

 

$

1,539,113

 

$

129,973

 

$

42

 

$

1,669,128

 

Intersegment revenues (eliminations)

 

49

 

 

(49

)

 

Revenues

 

1,539,162

 

129,973

 

(7

)

1,669,128

 

Income (loss) before income taxes

 

93,708

 

45,337

 

(16,861

)

122,184

 

Income taxes (benefit)

 

36,034

 

15,271

 

(7,183

)

44,122

 

Net income (loss)

 

57,674

 

30,066

 

(9,678

)

78,062

 

Preferred stock dividends of subsidiaries

 

998

 

 

(52

)

946

 

Net income (loss) for common stock

 

56,676

 

30,066

 

(9,626

)

77,116

 

Assets (at December 31, 2012)

 

5,108,793

 

5,041,673

 

(1,334

)

10,149,132

 

 

Intercompany electricity sales of the electric utilities to the bank and “other” segments are not eliminated because those segments would need to purchase electricity from another source if it were not provided by 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 for common stock.

 

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 for common stock.

 

3 · Electric utility subsidiary

 

For consolidated HECO financial information, including its commitments and contingencies, see HECO’s consolidated financial statements beginning on page 30 through Note 10 on page 44.

 

7



Table of Contents

 

4 · Bank subsidiary

 

Selected financial information

American Savings Bank, F.S.B.

Statements of Income Data

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Interest income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

43,624

 

$

44,473

 

$

86,227

 

$

89,361

 

Interest on investment and mortgage-related securities

 

3,234

 

3,297

 

6,698

 

7,102

 

Total interest income

 

46,858

 

47,770

 

92,925

 

96,463

 

Interest expense

 

 

 

 

 

 

 

 

 

Interest on deposit liabilities

 

1,296

 

1,696

 

2,608

 

3,475

 

Interest on other borrowings

 

1,178

 

1,214

 

2,342

 

2,475

 

Total interest expense

 

2,474

 

2,910

 

4,950

 

5,950

 

Net interest income

 

44,384

 

44,860

 

87,975

 

90,513

 

Provision (credit) for loan losses

 

(959

)

2,378

 

899

 

5,924

 

Net interest income after provision (credit) for loan losses

 

45,343

 

42,482

 

87,076

 

84,589

 

Noninterest income

 

 

 

 

 

 

 

 

 

Fees from other financial services

 

7,996

 

7,463

 

15,639

 

14,800

 

Fee income on deposit liabilities

 

4,433

 

4,322

 

8,747

 

8,600

 

Fee income on other financial products

 

1,780

 

1,532

 

3,574

 

3,081

 

Mortgage banking income

 

2,003

 

2,185

 

5,349

 

4,220

 

Gain on sale of securities

 

1,226

 

134

 

1,226

 

134

 

Other income

 

1,731

 

1,315

 

3,323

 

2,675

 

Total noninterest income

 

19,169

 

16,951

 

37,858

 

33,510

 

Noninterest expense

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

20,063

 

18,696

 

40,151

 

37,342

 

Occupancy

 

4,219

 

4,241

 

8,342

 

8,466

 

Data processing

 

2,827

 

2,489

 

5,814

 

4,600

 

Services

 

2,328

 

2,221

 

4,431

 

4,004

 

Equipment

 

1,870

 

1,807

 

3,644

 

3,537

 

Other expense

 

8,500

 

8,106

 

16,095

 

14,813

 

Total noninterest expense

 

39,807

 

37,560

 

78,477

 

72,762

 

Income before income taxes

 

24,705

 

21,873

 

46,457

 

45,337

 

Income taxes

 

8,786

 

7,684

 

16,383

 

15,271

 

Net income

 

$

15,919

 

$

14,189

 

$

30,074

 

$

30,066

 

 

American Savings Bank, F.S.B.

Statements of Comprehensive Income Data

 

 

 

Three months
ended June 30

 

Six months
ended June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Net income

 

$

15,919

 

$

14,189

 

$

30,074

 

$

30,066

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses) on securities arising during the period, net of (taxes) benefits, of $5,485 and ($721) for the three months ended June 30, 2013 and 2012 and $6,032 and ($572) for the six months ended June 30, 2013 and 2012, respectively

 

(8,307

)

1,093

 

(9,135

)

867

 

Less: reclassification adjustment for net realized gains, included in net income , net of taxes, of $488 and $53 for the three months ended June 30, 2013 and 2012 and $488 and $53 for the six months ended June 30, 2013 and 2012, respectively

 

(738

)

(81

)

(738

)

(81

)

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

Less: amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $308 and $168 for the three months ended June 30, 2013 and 2012 and $1,732 and $332 for the six months ended June 30, 2013 and 2012, respectively

 

466

 

255

 

2,623

 

503

 

Other comprehensive income (loss), net of taxes

 

(8,579

)

1,267

 

(7,250

)

1,289

 

Comprehensive income

 

$

7,340

 

$

15,456

 

$

22,824

 

$

31,355

 

 

8



Table of Contents

 

American Savings Bank, F.S.B.

Balance Sheets Data

 

(in thousands)

 

June 30, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

143,912

 

 

 

$

184,430

 

Available-for-sale investment and mortgage-related securities

 

 

 

560,172

 

 

 

671,358

 

Investment in stock of Federal Home Loan Bank of Seattle

 

 

 

94,281

 

 

 

96,022

 

Loans receivable held for investment

 

 

 

3,953,634

 

 

 

3,779,218

 

Allowance for loan losses

 

 

 

(41,004

)

 

 

(41,985

)

Loans receivable held for investment, net

 

 

 

3,912,630

 

 

 

3,737,233

 

Loans held for sale, at lower of cost or fair value

 

 

 

34,073

 

 

 

26,005

 

Other

 

 

 

241,513

 

 

 

244,435

 

Goodwill

 

 

 

82,190

 

 

 

82,190

 

Total assets

 

 

 

$

5,068,771

 

 

 

$

5,041,673

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholder’s equity

 

 

 

 

 

 

 

 

 

Deposit liabilities—noninterest-bearing

 

 

 

$

1,168,937

 

 

 

$

1,164,308

 

Deposit liabilities—interest-bearing

 

 

 

3,107,306

 

 

 

3,065,608

 

Other borrowings

 

 

 

187,884

 

 

 

195,926

 

Other

 

 

 

102,516

 

 

 

117,752

 

Total liabilities

 

 

 

4,566,643

 

 

 

4,543,594

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (see “Litigation” below)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

 

334,937

 

 

 

333,712

 

Retained earnings

 

 

 

189,837

 

 

 

179,763

 

Accumulated other comprehensive income (loss), net of taxes

 

 

 

 

 

 

 

 

 

Net unrealized gains on securities

 

$

888

 

 

 

$

10,761

 

 

 

Retirement benefit plans

 

(23,534

)

(22,646

)

(26,157

)

(15,396

)

Total shareholder’s equity

 

 

 

502,128

 

 

 

498,079

 

Total liabilities and shareholder’s equity

 

 

 

$

5,068,771

 

 

 

$

5,041,673

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

Bank-owned life insurance

 

 

 

$

127,851

 

 

 

$

125,726

 

Premises and equipment, net

 

 

 

68,124

 

 

 

62,458

 

Prepaid expenses

 

 

 

4,064

 

 

 

13,199

 

Accrued interest receivable

 

 

 

13,472

 

 

 

13,228

 

Mortgage-servicing rights

 

 

 

11,363

 

 

 

10,818

 

Real estate acquired in settlement of loans, net

 

 

 

2,987

 

 

 

6,050

 

Other

 

 

 

13,652

 

 

 

12,956

 

 

 

 

 

$

241,513

 

 

 

$

244,435

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

 

Accrued expenses

 

 

 

$

15,456

 

 

 

$

17,103

 

Federal and state income taxes payable

 

 

 

30,932

 

 

 

35,408

 

Cashier’s checks

 

 

 

22,737

 

 

 

23,478

 

Advance payments by borrowers

 

 

 

10,300

 

 

 

9,685

 

Other

 

 

 

23,091

 

 

 

32,078

 

 

 

 

 

$

102,516

 

 

 

$

117,752

 

 

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

 

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Other borrowings consisted of securities sold under agreements to repurchase and advances from the Federal Home Loan Bank (FHLB) of Seattle of $138 million and $50 million, respectively, as of June 30, 2013 and $146 million and $50 million, respectively, as of December 31, 2012.

 

Securities sold under agreements to repurchase are accounted for as financing transactions and the obligations to repurchase these securities are recorded as liabilities in the balance sheet. All such agreements are subject to master netting arrangements, which provide for conditional right of set-off in case of default by either party; however, ASB presents securities sold under agreements to repurchase on a gross basis in the balance sheet. The following tables present information about the securities sold under agreements to repurchase, including the related collateral received from or pledged to counterparties:

 

(in millions)

 

Gross amount of
recognized liabilities

 

Gross amount offset in
the Balance Sheet

 

Net amount of liabilities presented
in the Balance Sheet

 

Repurchase agreements

 

 

 

 

 

 

 

June 30, 2013

 

$

138

 

$

 

$

138

 

December 31, 2012

 

146

 

 

146

 

 

 

 

Gross amount not offset in the Balance Sheet

 

(in millions)

 

Net amount of liabilities presented
in the Balance Sheet

 

Financial
instruments

 

Cash
collateral
pledged

 

Net amount

 

June 30, 2013

 

 

 

 

 

 

 

 

 

Financial institution

 

$

50

 

$

50

 

$

 

$

 

Commercial account holders

 

88

 

88

 

 

 

Total

 

$

138

 

$

138

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

Financial institution

 

$

50

 

$

50

 

$

 

$

 

Commercial account holders

 

96

 

96

 

 

 

Total

 

$

146

 

$

146

 

$

 

$

 

 

Investment and mortgage-related securities portfolio.

 

Available-for-sale securities.  The book value (amortized cost), gross unrealized gains and losses, estimated fair value and gross unrealized losses (fair value and amount by duration of time in which positions have been held in a continuous loss position) for securities held in ASB’s “available-for-sale” portfolio by major security type were as follows:

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

Gross unrealized losses

 

 

 

Amortized

 

unrealized

 

unrealized

 

fair

 

Less than 12 months

 

12 months or longer

 

(in thousands)

 

cost

 

gains

 

losses

 

value

 

Fair value

 

Amount

 

Fair value

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency obligations

 

$

99,963

 

$

561

 

$

(1,460

)

$

99,064

 

$

30,383

 

$

(1,460

)

$

 

$

 

Mortgage-related securities- FNMA, FHLMC and GNMA

 

381,281

 

6,257

 

(5,494

)

382,044

 

178,144

 

(5,494

)

 

 

Municipal bonds

 

77,455

 

1,929

 

(320

)

79,064

 

26,561

 

(320

)

 

 

 

 

$

558,699

 

$

8,747

 

$

(7,274

)

$

560,172

 

$

235,088

 

$

(7,274

)

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency obligations

 

$

168,324

 

$

3,167

 

$

 

$

171,491

 

$

 

$

 

$

 

$

 

Mortgage-related securities- FNMA, FHLMC and GNMA

 

407,175

 

10,412

 

(204

)

417,383

 

32,269

 

(204

)

 

 

Municipal bonds

 

77,993

 

4,491

 

 

82,484

 

 

 

 

 

 

 

$

653,492

 

$

18,070

 

$

(204

)

$

671,358

 

$

32,269

 

$

(204

)

$

 

$

 

 

The unrealized losses on ASB’s investments in mortgage-related securities and 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 basis of the investments. Because ASB does

 

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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 basis, which may be at maturity, ASB did not consider these investments to be other-than-temporarily impaired at June 30, 2013.

 

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

 

The following table details the contractual maturities of available-for-sale securities. All positions with variable maturities (e.g. callable debentures and mortgage-related securities) are disclosed based upon the bond’s contractual maturity. Actual maturities will likely differ from these contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

 

June 30, 2013

 

Amortized cost

 

Fair value

 

(in thousands)

 

 

 

 

 

Due in one year or less

 

$

28,120

 

$

28,192

 

Due after one year through five years

 

34,885

 

35,220

 

Due after five years through ten years

 

89,055

 

90,477

 

Due after ten years

 

25,358

 

24,239

 

 

 

177,418

 

178,128

 

Mortgage-related securities-FNMA,FHLMC and GNMA

 

381,281

 

382,044

 

Total available-for-sale securities

 

$

558,699

 

$

560,172

 

 

Allowance for loan losses.  ASB must maintain an allowance for loan losses that is adequate to absorb estimated probable credit losses associated with its loan portfolio. The allowance for loan losses consists of an allocated portion, which estimates credit losses for specifically identified loans and pools of loans, and an unallocated portion.

 

The allowance for loan losses (balances and changes) and financing receivables were as follows:

 

 

 

Residential

 

Commercial
real

 

Home
equity line

 

Residential

 

Commercial

 

Residential

 

Commercial

 

Consumer

 

 

 

 

 

(in thousands)

 

1-4 family

 

estate

 

of credit

 

land

 

construction

 

construction

 

loans

 

loans

 

Unallocated

 

Total

 

Six months ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

6,068

 

$

2,965

 

$

4,493

 

$

4,275

 

$

2,023

 

$

9

 

$

15,931

 

$

4,019

 

$

2,202

 

$

41,985

 

Charge-offs

 

(1,056

)

 

(738

)

(235

)

 

 

(1,350

)

(1,404

)

 

(4,783

)

Recoveries

 

1,225

 

 

256

 

500

 

 

 

612

 

310

 

 

2,903

 

Provision

 

120

 

1,152

 

998

 

(2,353

)

282

 

5

 

1,114

 

(526

)

107

 

899

 

Ending balance

 

$

6,357

 

$

4,117

 

$

5,009

 

$

2,187

 

$

2,305

 

$

14

 

$

16,307

 

$

2,399

 

$

2,309

 

$

41,004

 

Ending balance: individually evaluated for impairment

 

$

944

 

$

820

 

$

 

$

1,641

 

$

 

$

 

$

3,367

 

$

 

$

 

$

6,772

 

Ending balance: collectively evaluated for impairment

 

$

5,413

 

$

3,297

 

$

5,009

 

$

546

 

$

2,305

 

$

14

 

$

12,940

 

$

2,399

 

$

2,309

 

$

34,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

2,001,035

 

$

382,735

 

$

673,727

 

$

21,836

 

$

50,114

 

$

9,664

 

$

719,519

 

$

104,759

 

$

 

$

3,963,389

 

Ending balance: individually evaluated for impairment

 

$

21,417

 

$

3,811

 

$

837

 

$

16,041

 

$

 

$

 

$

21,431

 

$

20

 

$

 

$

63,557

 

Ending balance: collectively evaluated for impairment

 

$

1,979,618

 

$

378,924

 

$

672,890

 

$

5,795

 

$

50,114

 

$

9,664

 

$

698,088

 

$

104,739

 

$

 

$

3,899,832

 

Year ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

6,500

 

$

1,688

 

$

4,354

 

$

3,795

 

$

1,888

 

$

4

 

$

14,867

 

$

3,806

 

$

1,004

 

$

37,906

 

Charge-offs

 

(3,183

)

 

(716

)

(2,808

)

 

 

(3,606

)

(2,517

)

 

(12,830

)

Recoveries

 

1,328

 

 

108

 

1,443

 

 

 

649

 

498

 

 

4,026

 

Provision

 

1,423

 

1,277

 

747

 

1,845

 

135

 

5

 

4,021

 

2,232

 

1,198

 

12,883

 

Ending balance

 

$

6,068

 

$

2,965

 

$

4,493

 

$

4,275

 

$

2,023

 

$

9

 

$

15,931

 

$

4,019

 

$

2,202

 

$

41,985

 

Ending balance: individually evaluated for impairment

 

$

384

 

$

535

 

$

 

$

3,221

 

$

 

$

 

$

2,659

 

$

 

$

 

$

6,799

 

Ending balance: collectively evaluated for impairment

 

$

5,684

 

$

2,430

 

$

4,493

 

$

1,054

 

$

2,023

 

$

9

 

$

13,272

 

$

4,019

 

$

2,202

 

$

35,186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

1,866,450

 

$

375,677

 

$

630,175

 

$

25,815

 

$

43,988

 

$

6,171

 

$

721,349

 

$

121,231

 

$

 

$

3,790,856

 

Ending balance: individually evaluated for impairment

 

$

25,279

 

$

6,751

 

$

1,560

 

$

18,563

 

$

 

$

 

$

20,298

 

$

22

 

$

 

$

72,473

 

Ending balance: collectively evaluated for impairment

 

$

1,841,171

 

$

368,926

 

$

628,615

 

$

7,252

 

$

43,988

 

$

6,171

 

$

701,051

 

$

121,209

 

$

 

$

3,718,383

 

 

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Credit quality.  ASB performs an internal loan review and grading on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of its lending policies and procedures. The objectives of the loan review and grading procedures are to identify, in a timely manner, existing or emerging credit trends so that appropriate steps can be initiated to manage risk and avoid or minimize future losses. Loans subject to grading include commercial and industrial, commercial real estate and commercial construction loans.

 

A dual ten-point risk rating system is used to reflect the probability of default (borrower risk rating) and loss given default (transaction risk rating). The borrower risk rating addresses risk presented by the individual borrower and is based on the overall assessment of the borrower’s financial and operating strength including earnings, operating cash flow, debt service capacity, asset and liability structure, competitive issues, experience and quality of management, financial reporting quality and industry/economic factors. Separately, the transaction risk rating addresses risk in the transaction and is a function of the type of collateral control exercised over the collateral, loan structure, guarantees, and other structural support or enhancements to the loan.

 

The numerical representation of the risk categories are:

 

1- Substantially risk free

2- Minimal risk

3- Modest risk

4- Better than average risk

5- Average risk

6- Acceptable risk

7- Special mention

8- Substandard

9- Doubtful

10- Loss

 

Grades 1 through 6 are considered pass grades. Pass exposures generally are well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral.

 

The credit risk profile by internally assigned grade for loans was as follows:

 

 

 

June 30, 2013

 

December 31, 2012

 

(in thousands)

 

Commercial
real estate

 

Commercial
construction

 

Commercial

 

Commercial
real estate

 

Commercial
construction

 

Commercial

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

319,751

 

$

44,703

 

$

629,293

 

$

314,182

 

$

39,063

 

$

638,854

 

Special mention

 

36,141

 

 

19,655

 

25,437

 

4,925

 

24,511

 

Substandard

 

23,032

 

5,411

 

66,925

 

29,308

 

 

53,538

 

Doubtful

 

3,811

 

 

3,646

 

6,750

 

 

4,446

 

Loss

 

 

 

 

 

 

 

Total

 

$

382,735

 

$

50,114

 

$

719,519

 

$

375,677

 

$

43,988

 

$

721,349

 

 

12



Table of Contents

 

The credit risk profile based on payment activity for loans was as follows:

 

(in thousands)

 

30-59
days
past due

 

60-89
days
past due

 

Greater
than
90 days

 

Total
past due

 

Current

 

Total
financing
receivables

 

Recorded
investment>
90 days and
accruing

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

2,656

 

$

580

 

$

17,899

 

$

21,135

 

$

1,979,900

 

$

2,001,035

 

$

 

Commercial real estate

 

 

 

3,811

 

3,811

 

378,924

 

382,735

 

 

Home equity line of credit

 

923

 

126

 

975

 

2,024

 

671,703

 

673,727

 

 

Residential land

 

167

 

852

 

9,493

 

10,512

 

11,324

 

21,836

 

2,187

 

Commercial construction

 

 

 

 

 

50,114

 

50,114

 

 

Residential construction

 

 

 

 

 

9,664

 

9,664

 

 

Commercial loans

 

577

 

834

 

5,528

 

6,939

 

712,580

 

719,519

 

 

Consumer loans

 

408

 

161

 

136

 

705

 

104,054

 

104,759

 

 

Total loans

 

$

4,731

 

$

2,553

 

$

37,842

 

$

45,126

 

$

3,918,263

 

$

3,963,389

 

$

2,187

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

6,353

 

$

1,741

 

$

24,054

 

$

32,148

 

$

1,834,302

 

$

1,866,450

 

$

 

Commercial real estate

 

85

 

 

6,750

 

6,835

 

368,842

 

375,677

 

 

Home equity line of credit

 

1,077

 

142

 

1,319

 

2,538

 

627,637

 

630,175

 

 

Residential land

 

2,851

 

75

 

7,788

 

10,714

 

15,101

 

25,815

 

 

Commercial construction

 

 

 

 

 

43,988

 

43,988

 

 

Residential construction

 

 

 

 

 

6,171

 

6,171

 

 

Commercial loans

 

3,052

 

2,814

 

1,098

 

6,964

 

714,385

 

721,349

 

131

 

Consumer loans

 

598

 

348

 

424

 

1,370

 

119,861

 

121,231

 

242

 

Total loans

 

$

14,016

 

$

5,120

 

$

41,433

 

$

60,569

 

$

3,730,287

 

$

3,790,856

 

$

373

 

 

The credit risk profile based on nonaccrual loans and accruing loans 90 days or more past due was as follows:

 

 

 

June 30, 2013

 

December 31, 2012

 

(in thousands)

 

Nonaccrual
loans

 

Accruing loans
90 days or
more past due

 

Nonaccrual
loans

 

Accruing loans
90 days or
more past due

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

21,392

 

$

 

$

26,721

 

$

 

Commercial real estate

 

3,811

 

 

6,750

 

 

Home equity line of credit

 

2,160

 

 

2,349

 

 

Residential land

 

7,565

 

2,187

 

8,561

 

 

Commercial construction

 

 

 

 

 

Residential construction

 

 

 

 

 

Commercial loans

 

21,935

 

 

20,222

 

131

 

Consumer loans

 

263

 

 

284

 

242

 

Total

 

$

57,126

 

$

2,187

 

$

64,887

 

$

373

 

 

13



Table of Contents

 

The total carrying amount and the total unpaid principal balance of impaired loans, with and without recorded allowance for loan losses and combined, were as follows:

 

 

 

June 30, 2013

 

Three months ended
June 30, 2013

 

Six months ended
June 30, 2013

 

(in thousands)

 

Recorded
investment

 

Unpaid
principal
balance

 

Related
Allowance

 

Average
recorded
investment

 

Interest
income
recognized*

 

Average
recorded
investment

 

Interest
income
recognized*

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

10,921

 

$

14,527

 

$

 

$

12,380

 

$

98

 

$

13,568

 

$

232

 

Commercial real estate

 

 

 

 

 

 

1,604

 

 

Home equity line of credit

 

536

 

1,077

 

 

637

 

 

646

 

 

Residential land

 

8,429

 

9,809

 

 

8,502

 

122

 

8,167

 

219

 

Commercial construction

 

 

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

 

 

Commercial loans

 

4,306

 

6,408

 

 

4,393

 

1

 

4,306

 

1

 

Consumer loans

 

20

 

20

 

 

20

 

 

21

 

 

 

 

24,212

 

31,841

 

 

25,932

 

221

 

28,312

 

452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

7,172

 

7,193

 

944

 

7,069

 

75

 

6,039

 

176

 

Commercial real estate

 

3,811

 

3,834

 

820

 

8,341

 

151

 

7,221

 

151

 

Home equity line of credit

 

 

 

 

 

 

 

 

Residential land

 

6,229

 

6,356

 

1,641

 

6,379

 

89

 

7,632

 

202

 

Commercial construction

 

 

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

 

 

Commercial loans

 

17,125

 

18,427

 

3,367

 

15,073

 

 

15,147

 

5

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

34,337

 

35,810

 

6,772

 

36,862

 

315

 

36,039

 

534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

18,093

 

21,720

 

944

 

19,449

 

173

 

19,607

 

408

 

Commercial real estate

 

3,811

 

3,834

 

820

 

8,341

 

151

 

8,825

 

151

 

Home equity line of credit

 

536

 

1,077

 

 

637

 

 

646

 

 

Residential land

 

14,658

 

16,165

 

1,641

 

14,881

 

211

 

15,799

 

421

 

Commercial construction

 

 

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

 

 

Commercial loans

 

21,431

 

24,835

 

3,367

 

19,466

 

1

 

19,453

 

6

 

Consumer loans

 

20

 

20

 

 

20

 

 

21

 

 

 

 

$

58,549

 

$

67,651

 

$

6,772

 

$

62,794

 

$

536

 

$

64,351

 

$

986

 

 

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Table of Contents

 

 

 

December 31, 2012

 

Year ended December 31, 2012

 

(in thousands)

 

Recorded
investment

 

Unpaid principal
balance

 

Related
allowance

 

Average recorded
investment

 

Interest income
recognized*

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

14,633

 

$

20,247

 

$

 

$

16,688

 

$

294

 

Commercial real estate

 

2,929

 

2,929

 

 

7,771

 

237

 

Home equity line of credit

 

581

 

1,374

 

 

632

 

1

 

Residential land

 

7,691

 

10,624

 

 

21,589

 

1,185

 

Commercial construction

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

Commercial loans

 

4,265

 

6,994

 

 

24,605

 

986

 

Consumer loans

 

21

 

21

 

 

23

 

 

 

 

30,120

 

42,189

 

 

71,308

 

2,703

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

4,803

 

4,803

 

384

 

4,204

 

250

 

Commercial real estate

 

3,821

 

3,840

 

535

 

1,295

 

 

Home equity line of credit

 

 

 

 

26

 

 

Residential land

 

9,984

 

10,364

 

3,221

 

7,428

 

575

 

Commercial construction

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

Commercial loans

 

16,033

 

16,912

 

2,659

 

8,429

 

23

 

Consumer loans

 

 

 

 

 

 

 

 

34,641

 

35,919

 

6,799

 

21,382

 

848

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

19,436

 

25,050

 

384

 

20,892

 

544

 

Commercial real estate

 

6,750

 

6,769

 

535

 

9,066

 

237

 

Home equity line of credit

 

581

 

1,374

 

 

658

 

1

 

Residential land

 

17,675

 

20,988

 

3,221

 

29,017

 

1,760

 

Commercial construction

 

 

 

 

 

 

Residential construction

 

 

 

 

 

 

Commercial loans

 

20,298

 

23,906

 

2,659

 

33,034

 

1,009

 

Consumer loans

 

21

 

21

 

 

23

 

 

 

 

$

64,761

 

$

78,108

 

$

6,799

 

$

92,690

 

$

3,551

 

 


*                 Since loan was classified as impaired.

 

Troubled debt restructurings.  A loan modification is deemed to be a troubled debt restructuring (TDR) when ASB grants a concession it would not otherwise consider were it not for the borrower’s financial difficulty. When a borrower experiencing financial difficulty fails to make a required payment on a loan or is in imminent default, ASB takes a number of steps to improve the collectability of the loan and maximize the likelihood of full repayment. At times, ASB may modify or restructure a loan to help a distressed borrower improve its financial position to eventually be able to fully repay the loan, provided the borrower has demonstrated both the willingness and the ability to fulfill the modified terms. TDR loans are considered an alternative to foreclosure or liquidation with the goal of minimizing losses to ASB and maximizing recovery.

 

ASB may consider various types of concessions in granting a TDR including maturity date extensions, extended amortization of principal, temporary deferral of principal payments, and temporary interest rate reductions. ASB rarely grants principal forgiveness in its TDR modifications. Residential loan modifications generally involve interest rate reduction, extending the amortization period, or capitalizing certain delinquent amounts owed not to exceed the original loan balance. Land loans at origination are typically structured as a three-year term, interest-only monthly payment with a balloon payment due at maturity. Land loan TDR modifications typically involve extending the maturity date up to five years and converting the payments from interest-only to principal and interest monthly, at the same or higher interest rate. Commercial loan modifications generally involve extensions of maturity dates, extending the amortization period, and temporary deferral of principal payments. ASB does not reduce the interest rate on commercial loan TDR modifications. Occasionally, additional collateral and/or guaranties are obtained.

 

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All TDR loans are classified as impaired and are segregated and reviewed separately when assessing the adequacy of the allowance for loan losses based on the appropriate method of measuring impairment:  (1) present value of expected future cash flows discounted at the loan’s effective original contractual rate, (2) fair value of collateral less cost to sell, or (3) observable market price. The financial impact of the calculated impairment amount is an increase to the allowance associated with the modified loan. When available information confirms that specific loans or portions thereof are uncollectible (confirmed losses), these amounts are charged off against the allowance for loan losses.

 

Loan modifications that occurred were as follows for the indicated periods:

 

 

 

Three months ended June 30, 2013

 

Six months ended June 30, 2013

 

 

 

Number of

 

Outstanding recorded investment

 

Number of

 

Outstanding recorded investment

 

(dollars in thousands)

 

contracts

 

Pre-modification

 

Post-modification

 

contracts

 

Pre-modification

 

Post-modification

 

Troubled debt restructurings

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

14

 

$

4,645

 

$

4,775

 

18

 

$

5,767

 

$

5,838

 

Commercial real estate

 

 

 

 

 

 

 

Home equity line of credit

 

 

 

 

4

 

462

 

215

 

Residential land

 

4

 

1,116

 

1,163

 

7

 

2,040

 

2,031

 

Commercial loans

 

3

 

714

 

714

 

3

 

714

 

714

 

Consumer loans

 

 

 

 

 

 

 

 

 

21

 

$

6,475

 

$

6,652

 

32

 

$

8,983

 

$

8,798

 

 

 

 

Three months ended June 30, 2012

 

Six months ended June 30, 2012

 

 

 

Number of

 

Outstanding recorded investment

 

Number of

 

Outstanding recorded investment

 

(dollars in thousands)

 

contracts

 

Pre-modification

 

Post-modification

 

contracts

 

Pre-modification

 

Post-modification

 

Troubled debt restructurings

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

15

 

$

3,056

 

$

2,872

 

22

 

$

4,469

 

$

4,282

 

Commercial real estate

 

 

 

 

 

 

 

Home equity line of credit

 

 

 

 

 

 

 

Residential land

 

8

 

1,774

 

1,580

 

15

 

3,508

 

3,021

 

Commercial loans

 

8

 

1,869

 

1,869

 

14

 

2,029

 

2,029

 

Consumer loans

 

 

 

 

 

 

 

 

 

31

 

$

6,699

 

$

6,321

 

51

 

$

10,006

 

$

9,332

 

 

ASB did not have any loans modified in TDRs that experienced a payment default of 90 or more days in 2013, and for which the payment default occurred within one year of the modification. Loans modified in TDRs that experienced a payment default of 90 days or more in 2012, and for which the payment default occurred within one year of the modification, were as follows:

 

 

 

Three months ended June 30, 2012

 

Six months ended June 30, 2012

 

(dollars in thousands)

 

Number of contracts

 

Recorded investment

 

Number of contracts

 

Recorded investment

 

Troubled debt restructurings that
 subsequently defaulted

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

 

$

 

 

$

 

Commercial real estate

 

 

 

 

 

Home equity line of credit

 

 

 

 

 

Residential land

 

 

 

 

 

Commercial loans

 

 

 

3

 

847

 

Consumer loans

 

 

 

 

 

 

 

 

$

 

3

 

$

847

 

 

The three commercial loans that subsequently defaulted were modified by temporarily lowering the monthly payments and deferring principal payments for a short period of time. There are no commitments to lend additional funds to borrowers whose loan terms have been impaired or modified in TDRs as of June 30, 2013.

 

Litigation.  In March 2011, a purported class action lawsuit was filed in the First Circuit Court of the State of Hawaii by a customer who claimed that ASB had improperly charged overdraft fees on debit card transactions. The lawsuit

 

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is still in its preliminary stage, thus, the probable outcome and range of reasonably possible loss are not determinable at this time.

 

ASB is subject in the normal course of business to pending and threatened legal proceedings. Management does not anticipate that the aggregate ultimate liability arising out of these pending or threatened legal proceedings will be material to its financial position. However, ASB cannot rule out the possibility that such outcomes could have a material adverse effect on the results of operations or liquidity for a particular reporting period in the future.

 

5 · Retirement benefits

 

Defined benefit pension and other postretirement benefit plans information.  For the first six months of 2013, the Company contributed $42 million (primarily by the utilities) to its pension and other postretirement benefit plans, compared to $53 million (primarily by the utilities) in the first six months of 2012. The Company’s current estimate of contributions to its pension and other postretirement benefit plans in 2013 is $83 million ($81 million by the utilities, $2 million by HEI and nil by ASB), compared to $78 million ($63 million by the utilities, $2 million by HEI and $13 million by ASB) in 2012. In addition, the Company expects to pay directly $2 million ($1 million each by the utilities and HEI) of benefits in 2013, compared to $1 million paid in 2012.

 

On July 6, 2012, President Obama signed the Moving Ahead for Progress in the 21st Century Act (MAP-21), which included provisions related to the funding and administration of pension plans. This law does not affect the Company’s accounting for pension benefits; therefore, the net periodic benefit costs disclosed for the plans were not affected. The Company elected to apply MAP-21 for 2012, which improved the plans’ Adjusted Funding Target Attainment Percentage (AFTAP) for funding and benefit distribution purposes and thereby reduced the 2012 minimum funding requirement and lifted the restrictions on accelerated distribution options (which restrictions were in effect April 1, 2011 to September 30, 2012) for HEI and HECO and its subsidiaries. The effects of MAP-21 are expected to cause the minimum required funding under Employee Retirement Income Security Act of 1974, as amended (ERISA) to be less than the net periodic cost for 2013 and 2014; therefore, the Company expects to contribute the net periodic cost for these years. If the AFTAP falls below 80% in the future, the restrictions on accelerated distribution options may apply again.

 

The Pension Protection Act provides that if a pension plan’s funded status falls below certain levels, more conservative assumptions must be used to value obligations under the pension plan. The HEI Retirement Plan fell below these thresholds in 2011 and the minimum required contribution for 2012 incorporated the more conservative assumptions required. However, the HEI Retirement Plan met the threshold requirements in each of 2012 and 2013 so that the more conservative assumptions do not apply for either the 2013 or 2014 valuation of plan liabilities for purposes of calculating the minimum required contribution. Other factors could cause changes to the required contribution levels.

 

The components of net periodic benefit cost for consolidated HEI were as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

Pension benefits

 

Other benefits

 

Pension benefits

 

Other benefits

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

14,121

 

$

11,397

 

$

1,103

 

$

1,008

 

$

28,210

 

$

21,588

 

$

2,152

 

$

2,104

 

Interest cost

 

16,307

 

16,973

 

1,855

 

2,223

 

32,413

 

33,744

 

3,786

 

4,504

 

Expected return on plan assets

 

(18,182

)

(17,736

)

(2,521

)

(2,557

)

(36,267

)

(35,592

)

(5,083

)

(5,178

)

Amortization of prior service gain

 

(25

)

(82

)

(449

)

(449

)

(49

)

(163

)

(897

)

(897

)

Amortization of net actuarial loss

 

9,499

 

6,403

 

284

 

299

 

19,318

 

12,826

 

805

 

752

 

Net periodic benefit cost

 

21,720

 

16,955

 

272

 

524

 

43,625

 

32,403

 

763

 

1,285

 

Impact of PUC D&Os

 

(5,286

)

(4,977

)

(187

)

(416

)

(12,722

)

(8,834

)

(584

)

(1,096

)

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

 

$

16,434

 

$

11,978

 

$

85

 

$

108

 

$

30,903

 

$

23,569

 

$

179

 

$

189

 

 

Consolidated HEI recorded retirement benefits expense of $23 million and $17 million in the first six months of 2013 and 2012, respectively, and charged the remaining amounts primarily to electric utility plant.

 

The utilities have implemented pension and OPEB tracking mechanisms under which all of their retirement benefit expenses (except for executive life and nonqualified pension plan expenses) determined in accordance with

 

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GAAP are recovered over time. Under the tracking mechanisms, these retirement benefit costs that are over/under amounts allowed in rates are charged/credited to a regulatory asset/liability. The regulatory asset/liability for each utility will be amortized over 5 years beginning with the respective utility’s next rate case.

 

Defined contribution plans information.  For the first six months of 2013 and 2012, the Company’s expense for its defined contribution pension plans under the Hawaiian Electric Industries Retirement Savings Plan (HEIRSP) and the ASB 401(k) Plan was $2.0 million and $1.8 million, respectively, and cash contributions were $3.0 million and $2.7 million, respectively.

 

6 · Share-based compensation

 

Under the 2010 Equity and Incentive Plan (EIP), HEI can issue an aggregate of 4 million shares of common stock as incentive compensation to selected employees in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares and other share-based and cash-based awards.

 

As of June 30, 2013, there were 3.6 million shares remaining available for future issuance under the EIP of which an estimated 2.6 million shares could be issued upon the vesting of outstanding restricted stock units and the achievement of performance goals under long-term incentive plans (based on the assumption that long-term incentive plan (LTIP) awards are achieved at maximum levels).

 

Under the 1987 Stock Option and Incentive Plan, as amended (SOIP), grants and awards of an estimated 1,000 shares of common stock (based on the June 30, 2013 market price of shares as the price on the exercise dates) were outstanding as of June 30, 2013 to selected employees in the form of stock appreciation rights (SARs) and dividend equivalents. As of May 11, 2010 (when the EIP became effective), 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 shares registered under the SOIP will be deregistered and delisted.

 

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

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

(in millions)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expense (1)

 

$

1.1

 

$

1.7

 

$

3.0

 

$

3.5

 

Income tax benefit

 

0.4

 

0.6

 

1.1

 

1.2

 

 


(1)                     The Company has not capitalized any share-based compensation cost.

 

Nonqualified stock options.  As of December 31, 2012, nonqualified stock options (NQSOs) outstanding totaled 14,000 (representing the same number of underlying shares), with a weighted-average exercise price of $20.49. As of June 30, 2013, there were no NQSOs outstanding.

 

NQSO activity and statistics were as follows:

 

 

 

Three months ended
 June 30

 

Six months ended
June 30

 

(dollars in thousands, except prices)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Shares exercised

 

12,000

 

21,500

 

14,000

 

33,500

 

Weighted-average exercise price

 

$

20.49

 

$

20.93

 

$

20.49

 

$

21.20

 

Cash received from exercise

 

$

246

 

$

450

 

$

287

 

$

710

 

Intrinsic value of shares exercised (1)

 

$

113

 

$

174

 

$

128

 

$

265

 

Tax benefit realized for the deduction of exercises

 

$

44

 

$

68

 

$

50

 

$

103

 

 


(1)              Intrinsic value is the amount by which the fair market value of the underlying stock and the related dividend equivalents exceeds the exercise price of the option.

 

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Stock appreciation rights.  Information about HEI’s SARs was as follows:

 

June 30, 2013

 

Outstanding & Exercisable (Vested)

 

Year of
grant

 

Range of
exercise prices

 

Number of shares
underlying SARs

 

Weighted-average
remaining
contractual life

 

Weighted-average
exercise price

 

 

 

 

 

 

 

 

 

 

 

2004

 

$26.02

 

62,000

 

0.8

 

$

26.02

 

2005

 

26.18

 

102,000

 

1.8

 

26.18

 

 

 

$26.02 –26.18

 

164,000

 

1.4

 

$

26.12

 

 

As of December 31, 2012, the shares underlying SARs outstanding totaled 164,000, with a weighted-average exercise price of $26.12. As of June 30, 2013, all SARs outstanding were exercisable and had no aggregate intrinsic value.

 

SARs activity and statistics were as follows:

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

(dollars in thousands, except prices)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Shares underlying SARS exercised

 

 

112,000

 

 

112,000

 

Weighted-average price of shares exercised

 

 

$

26.17

 

 

$

26.17

 

Intrinsic value of shares exercised (1)

 

 

$

194

 

 

$

194

 

Tax benefit realized for the deduction of exercises

 

 

$

76

 

 

$

76

 

 


(1)              Intrinsic value is the amount by which the fair market value of the underlying stock and the related dividend equivalent rights exceeds the exercise price of the right.

 

Restricted shares and restricted stock awards.  Information about HEI’s grants of restricted shares and restricted stock awards was as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

9,005

 

$

22.21

 

38,107

 

$

23.83

 

9,005

 

$

22.21

 

46,807

 

$

24.45

 

Granted

 

 

 

 

 

 

 

 

 

Vested

 

 

 

(23,300

)

24.71

 

 

 

(32,000

)

25.38

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

9,005

 

$

22.21

 

14,807

 

$

22.45

 

9,005

 

$

22.21

 

14,807

 

$

22.45

 

 


(1) Weighted-average grant-date fair value per share based on the closing or average price of HEI common stock on the date of grant.

 

As of June 30, 2013, there was $0.1 million of total unrecognized compensation cost related to nonvested restricted shares and restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.4 years.

 

For the first six months of 2012, total restricted stock vested had a grant-date fair value of $0.8 million and the tax benefits realized for tax deductions related to restricted stock awards were $0.2 million.

 

Restricted stock units.  Information about HEI’s grants of restricted stock units was as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

301,145

 

$

25.15

 

318,551

 

$

22.80

 

315,094

 

$

22.82

 

247,286

 

$

21.80

 

Granted

 

 

 

2,334

(2)

26.75

 

107,231

(3)

26.89

 

94,846

(4)

26.00

 

Vested

 

(832

)

26.60

 

(250

)

26.25

 

(114,044

)

20.34

 

(21,497

)

24.97

 

Forfeited

 

 

 

(1,564

)

25.53

 

(7,968

)

25.26

 

(1,564

)

25.53

 

Outstanding, end of period

 

300,313

 

$

25.15

 

319,071

 

$

22.81

 

300,313

 

$

25.15

 

319,071

 

$

22.81

 

 


(1)              Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.

(2)              Total weighted-average grant-date fair value of $62,000.

(3)              Total weighted-average grant-date fair value of $2.9 million.

(4)              Total weighted average grant date fair value of $2.5 million.

 

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As of June 30, 2013, there was $4.9 million of total unrecognized compensation cost related to the nonvested restricted stock units. The cost is expected to be recognized over a weighted-average period of 2.8 years.

 

For the first six months of 2013 and 2012, total restricted stock units that vested and related dividends had a grant-date fair value of $3.5 million and $0.6 million, respectively, and the related tax benefits were $1.0 million and $0.2 million, respectively.

 

LTIP payable in stock.  The 2011-2013 LTIP, 2012-2014 LTIP and the 2013-2015 LTIP provide for performance awards under the EIP of shares of HEI common stock based on the satisfaction of performance goals and service conditions. The number of shares of HEI common stock that may be awarded is fixed on the date the grants are made subject to the achievement of specified performance levels. The potential payout varies from 0% to 200% of the number of target shares depending on achievement of the goals. The LTIP performance goals for the LTIP periods include awards with a market goal based on total return to shareholders (TRS) of HEI stock as a percentile to the Edison Electric Institute Index over the applicable three-year period. In addition, the 2011-2013 LTIP, the 2012-2014 LTIP and the 2013-2015 LTIP have performance goals related to levels of HEI consolidated net income, HEI consolidated return on common equity (ROACE), HECO consolidated net income, HECO consolidated ROACE, ASB net income and ASB return on assets — all based on the applicable three-year averages.

 

LTIP linked to TRS.  Information about HEI’s LTIP grants linked to TRS was as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

235,064

 

$

32.87

 

239,470

 

$

29.12

 

239,256

 

$

29.12

 

197,385

 

$

25.94

 

Granted

 

 

 

1,442

 

30.71

 

89,533

 

32.69

 

78,924

(2)

30.71

 

Vested

 

 

 

 

 

(87,753

)

22.45

 

(35,397

)

14.85

 

Forfeited

 

 

 

(1,505

)

30.39

 

(5,972

)

32.96

 

(1,505

)

30.39

 

Outstanding, end of period

 

235,064

 

$

32.87

 

239,407

 

$

29.12

 

235,064

 

$

32.87

 

239,407

 

$

29.12

 

 


(1)              Weighted-average grant-date fair value per share determined using a Monte Carlo simulation model.

(2)              Total weighted-average grant-date fair value of $2.4 million.

 

On February 4, 2013, LTIP grants (under the 2013-2015 LTIP) were made payable in 89,533 shares of HEI common stock (based on the grant date price of $26.89 and target TRS performance levels) with a weighted-average grant date fair value of $2.9 million based on the weighted-average grant date fair value per share of $32.69.

 

The following table summarizes the assumptions used to determine the fair value of the LTIP awards linked to TRS and the resulting fair value of LTIP awards granted:

 

 

 

2013

 

2012

 

Risk-free interest rate

 

0.38%

 

0.33%

 

Expected life in years

 

3

 

3

 

Expected volatility

 

19.4%

 

25.3%

 

Range of expected volatility for Peer Group

 

12.4% to 25.3%

 

15.5% to 34.5%

 

Grant date fair value (per share)

 

$32.69

 

$30.71

 

 

For the six months ended June 30, 2013 and 2012, total vested LTIP awards linked to TRS and related dividends had a fair value of $2.2 million and $0.6 million, respectively, and the related tax benefits were $0.9 million and $0.2 million, respectively.

 

As of June 30, 2013, there was $3.6 million of total unrecognized compensation cost related to the nonvested performance awards payable in shares linked to TRS. The cost is expected to be recognized over a weighted-average period of 1.6 years.

 

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LTIP awards linked to other performance conditions.  Information about HEI’s LTIP awards payable in shares linked to other performance conditions was as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

Shares

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, beginning of period

 

341,824

 

$

26.00

 

297,602

 

$

23.92

 

247,175

 

$

25.04

 

182,498

 

$

22.63

 

Granted

 

 

 

3,600

(2)

26.75

 

118,895

 

26.89

 

118,704

(3)

26.00

 

Vested

 

 

 

 

 

(18,275

)

18.95

 

 

 

Cancelled

 

(37,351

)

24.96

 

 

 

(37,351

)

24.96

 

 

 

Forfeited

 

 

 

(6,018

)

24.23

 

(5,971

)

25.94

 

(6,018

)

24.23

 

Outstanding, end of period

 

304,473

 

$

26.12

 

295,184

 

$

23.95

 

304,473

 

$

26.12

 

295,184

 

$

23.95

 

 


(1)              Weighted-average grant-date fair value per share based on the average price of HEI common stock on the date of grant.

(2)              Total weighted-average grant-date fair value of $0.1 million (at target performance levels).

(3)              Total weighted-average grant-date fair value of $3.1 million (at target performance levels).

 

On February 4, 2013, LTIP grants (under the 2013-2015 LTIP) were made payable in 118,895 shares of HEI common stock (based on the grant date price of $26.89 and target performance levels relating to performance goals other than TRS), with a weighted-average grant date fair value of $3.2 million based on the weighted-average grant date fair value per share of $26.89.

 

For the six months ended June 30, 2013, total vested LTIP awards linked to other performance conditions and related dividends had a fair value of $0.6 million and the related tax benefits were $0.2 million.

 

As of June 30, 2013, there was $4.5 million of total unrecognized compensation cost related to the nonvested shares linked to performance conditions other than TRS. The cost is expected to be recognized over a weighted-average period of 1.7 years.

 

7 · Earnings per share and shareholders’ equity

 

Earnings per share.  Under the two-class method of computing earnings per share (EPS), EPS was comprised as follows for both participating securities and unrestricted common stock:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

Basic and
diluted

 

Basic and
diluted

 

Basic and
diluted

 

Basic and
diluted

 

Distributed earnings

 

$

0.31

 

$

0.31

 

$

0.62

 

$

0.62

 

Undistributed earnings (loss)

 

0.10

 

0.09

 

0.13

 

0.18

 

 

 

$

0.41

 

$

0.40

 

$

0.75

 

$

0.80

 

 

As of June 30, 2013, the antidilutive effects of SARs of 102,000 shares of HEI common stock for which the exercise prices were greater than the closing market price of HEI’s common stock were not included in the computation of dilutive EPS. As of June 30, 2012, there were no shares that were antidilutive.

 

Shareholders’ equity.

 

Equity forward transaction.  On March 19, 2013, HEI entered into an equity forward transaction in connection with a public offering on that date of 6.1 million shares of HEI common stock at $26.75 per share. On March 19, 2013, HEI common stock closed at $27.01 per share. On March 20, 2013, the underwriters exercised their over-allotment option in full and HEI entered into an equity forward transaction in connection with the resulting additional 0.9 million shares of HEI common stock.

 

The use of an equity forward transaction substantially eliminates future equity market price risk by fixing a common equity offering sales price under the then existing market conditions, while mitigating immediate share dilution resulting from the offering by postponing the actual issuance of common stock until funds are needed in accordance with the Company’s capital investment plans. Pursuant to the terms of these transactions, a forward counterparty borrowed 7 million shares of HEI’s common stock from third parties and sold them to a group of underwriters for $26.75 per share, less an underwriting discount equal to $1.00312 per share. Under the terms of

 

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the equity forward transactions, to the extent that the transactions are physically settled, HEI would be required to issue and deliver shares of HEI common stock to the forward counterparty at the then applicable forward sale price. The forward sale price was initially determined to be $25.74688 per share at the time the equity forward transactions were entered into, and the amount of cash to be received by HEI upon physical settlement of the equity forward is subject to certain adjustments in accordance with the terms of the equity forward transactions. The equity forward transactions must be settled fully by March 25, 2015. Except in specified circumstances or events that would require physical settlement, HEI is able to elect to settle the equity forward transactions by means of physical, cash or net share settlement, in whole or in part, at any time on or prior to March 25, 2015.

 

The equity forward transactions had no initial fair value since they were entered into at the then market price of the common stock. HEI will not receive any proceeds from the sale of common stock until the equity forward transactions are settled, and at that time HEI will record the proceeds, if any, in equity. HEI concluded that the equity forward transactions were equity instruments based on the accounting guidance in ASC 480 and ASC 815 and that they qualified for an exception from derivative accounting under ASC 815 because the forward sale transactions were indexed to its own stock. HEI anticipates settling the equity forward transactions through physical settlement.

 

At June 30, 2013, the equity forward transactions could have been settled with physical delivery of the shares to the forward counterparty in exchange for cash of $178 million. At June 30, 2013, the equity forward transactions could also have been cash settled, with delivery of cash of approximately $8 million (which amount includes $7 million of underwriting discount) to the forward counterparty, or net share settled with delivery of approximately 282,000 shares of common stock to the forward counterparty.

 

Prior to their settlement, the equity forward transactions will be reflected in HEI’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of HEI’s common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the equity forward transactions less the number of shares that could be purchased by HEI in the market (based on the average market price during that reporting period) using the proceeds receivable upon settlement of the equity forward transactions (based on the adjusted forward sale price at the end of that reporting period). The excess number of shares is weighted for the portion of the reporting period in which the equity forward transactions are outstanding.

 

Accordingly, before physical or net share settlement of the equity forward transactions, and subject to the occurrence of certain events, HEI anticipates that the forward sale agreement and additional forward sale agreement will have a dilutive effect on HEI’s earnings per share only during periods when the applicable average market price per share of HEI’s common stock is above the per share adjusted forward sale price, as described above. However, if HEI decides to physically or net share settle the forward sale agreement and additional forward sale agreement, any delivery by HEI of shares upon settlement could result in dilution to HEI’s earnings per share.

 

For the six months ended June 30, 2013, the equity forward transactions did not have a material dilutive effect on HEI’s earnings per share.

 

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Accumulated other comprehensive income.  Reclassifications out of accumulated other comprehensive income/(loss) (AOCI) were as follows:

 

 

 

Amount reclassified from AOCI

 

 

 

 

Three months
ended June 30

 

Six months
ended June 30

 

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Affected line item in the Statement of Income

Net realized gains on securities

 

$

(738

)

$

(81

)

$

(738

)

$

(81

)

Revenues-bank (net gains on sales of securities)

Derivatives qualified as cash flow hedges

 

 

 

 

 

 

 

 

 

 

Interest rate contracts (settled in 2011)

 

59

 

59

 

118

 

118

 

Interest expense

Retirement benefit plan items

 

 

 

 

 

 

 

 

 

 

Amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost

 

5,680

 

3,768

 

11,701

 

7,641

 

See Note 5 for additional details

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets

 

(4,999

)

(3,289

)

(10,312

)

(6,684

)

See Note 5 for additional details

Total reclassifications

 

$

2

 

$

457

 

$

769

 

$

994

 

 

 

8 · Commitments and contingencies

 

See Note 4, “Bank subsidiary,” above and Note 5, “Commitments and contingencies,” of HECO’s “Notes to Consolidated Financial Statements,” below.

 

9 · Fair value measurements

 

Fair value estimates are based on the price that would be received to sell an asset, or paid upon the transfer of a liability, in an orderly transaction between market participants at the measurement date. The fair value estimates are generally determined based on assumptions that market participants would use in pricing the asset or liability and are based on market data obtained from independent sources. However, in certain cases, the Company uses its own assumptions about market participant assumptions based on the best information available in the circumstances. These valuations are estimates at a specific point in time, based on relevant market information, information about the financial instrument and judgments regarding future expected loss experience, economic conditions, risk characteristics of various financial instruments and other factors. These estimates do not reflect any premium or discount that could result if the Company were to sell its entire holdings of a particular financial instrument at one time. Because no active trading market exists for a portion of the Company’s financial instruments, fair value estimates cannot be determined with precision. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the estimates.  In addition, the tax ramifications related to the realization of the unrealized gains and losses could have a significant effect on fair value estimates, but have not been considered in making such estimates.

 

The Company groups its financial assets measured at fair value in three levels outlined as follows:

 

Level 1:                Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available.

 

Level 2:                Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.

 

Level 3:                Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

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The Company used the following methods and assumptions to estimate the fair value of each applicable class of financial instruments for which it is practicable to estimate that value:

 

Short term borrowings—other than bank.  The carrying amount approximated fair value because of the short maturity of these instruments.

 

Investment and mortgage-related securities.  To determine the fair value of investment securities held in ASB’s available-for-sale portfolio, independent third-party vendor or broker pricing is used on an unadjusted basis. Prices for investments and mortgage-related securities are based on observable inputs, including historical trading levels or sector yields, using market-based valuation techniques. The third party pricing service uses applications, models and pricing matrices that correlate security prices to benchmark securities which are adjusted for various inputs. Inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark security bids and offers, TBA (to be announced) prices, monthly payment information, and reference data including market research. The pricing service may prioritize inputs differently on any given day for any security, and not all inputs are available for use in the evaluation process on any given day or for each security.  The pricing vendor corroborates its finding on an on-going basis by monitoring market activity and events.

 

Third party pricing services provide security prices in good faith using rigorous methodologies; however, they do not warrant or guarantee the adequacy or accuracy of their information. Therefore, ASB utilizes a separate third party pricing vendor to corroborate security pricing of the first pricing vendor. If the pricing differential between the two pricing sources exceeds an established threshold, a pricing inquiry will be sent to both vendors or to an independent broker to determine a price that can be supported based on observable inputs found in the market. Such challenges to pricing are required infrequently and are generally resolved using additional security-specific information that was not available to a specific vendor.

 

Loans receivable.  The estimated fair value of loans receivable is determined based on characteristics such as loan category, repricing features and remaining maturity, and includes prepayment estimates.

 

For residential real estate loans, fair values were estimated by discounting estimated cash flows using discount rates based on current industry pricing for loans with similar contractual characteristics and remaining maturity.

 

For other types of loans, fair values were estimated by discounting contractual cash flows using discount rates that reflect current industry pricing for loans with similar characteristics and remaining maturity. Where industry pricing is not available, discount rates are based on ASB’s current pricing for loans with similar characteristics and remaining maturity.

 

The fair value of all loans was adjusted to reflect current assessments of loan collectability. Also see “Fair value measurements on a nonrecurring basis” below.

 

Deposit liabilities.  The fair value of savings, negotiable orders of withdrawal, demand and money market deposits was the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit was estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

 

Other bank borrowings.  Fair value was estimated by discounting the future cash flows using the current rates available for borrowings with similar credit terms and remaining maturities.

 

Long-term debt.  Fair value was obtained from third-party financial services providers based on the current rates offered for debt of the same or similar remaining maturities and from discounting the future cash flows using the current rates offered for debt of the same or similar remaining maturities.

 

Derivative financial instruments.  See “Fair value measurements on a recurring basis” below.

 

Off-balance sheet financial instruments.  The fair value of loans serviced for others was calculated by discounting expected net income streams using discount rates that reflect industry pricing for similar assets. Expected net income streams were estimated based on industry assumptions regarding prepayment speeds and income and expenses associated with servicing residential mortgage loans for others. The fair value of commitments to originate loans was estimated based on the change in current primary market prices of new

 

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commitments. Since lines of credit can expire without being drawn and customers are under no obligation to utilize the lines, no fair value was assigned to unused lines of credit. The fair value of letters of credit was estimated based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements.

 

The estimated fair values of certain of the Company’s financial instruments were as follows:

 

 

 

Carrying or
notional

 

Estimated fair value

 

(in thousands)

 

amount

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

10

 

$

 

$

10

 

$

 

$

10

 

Available-for-sale investment and mortgage-related securities

 

560,172

 

 

560,172

 

 

560,172

 

Investment in stock of Federal Home Loan Bank of Seattle

 

94,281

 

 

94,281

 

 

94,281

 

Loans receivable, net

 

3,946,703

 

 

 

4,075,387

 

4,075,387

 

Derivative assets

 

54,192

 

625

 

538

 

 

1,163

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

Deposit liabilities

 

4,276,243

 

 

4,279,284

 

 

4,279,284

 

Short-term borrowings—other than bank

 

125,786

 

 

125,786

 

 

125,786

 

Other bank borrowings

 

187,884

 

 

200,813

 

 

200,813

 

Long-term debt, net—other than bank

 

1,422,877

 

 

1,450,844

 

 

1,450,844

 

Derivative liabilities

 

19,350

 

 

525

 

 

525

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

10

 

$

 

$

10

 

$

 

$

10

 

Available-for-sale investment and mortgage-related securities

 

671,358

 

 

671,358

 

 

671,358

 

Investment in stock of Federal Home Loan Bank of Seattle

 

96,022

 

 

96,022

 

 

96,022

 

Loans receivable, net

 

3,763,238

 

 

 

3,957,752

 

3,957,752

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

Deposit liabilities

 

4,229,916

 

 

4,235,527

 

 

4,235,527

 

Short-term borrowings—other than bank

 

83,693

 

 

83,693

 

 

83,693

 

Other bank borrowings

 

195,926

 

 

212,163

 

 

212,163

 

Long-term debt, net—other than bank

 

1,422,872

 

 

1,481,004

 

 

1,481,004

 

 

As of June 30, 2013 and December 31, 2012, loan commitments and unused lines and letters of credit issued by ASB had notional amounts of $1.6 billion and $1.5 billion, respectively, and their estimated fair value on such dates were $0.1 million and $1.2 million, respectively. As of June 30, 2013 and December 31, 2012, loans serviced by ASB for others had notional amounts of $1.3 billion and the estimated fair value of the servicing rights for such loans was $14.0 million and $11.9 million, respectively.

 

Fair value measurements on a recurring basis.

 

SecuritiesWhile securities held in ASB’s investment portfolio trade in active markets, they do not trade on listed exchanges nor do the specific holdings trade in quoted markets by dealers or brokers. All holdings are valued using market-based approaches that are based on exit prices that are taken from identical or similar market transactions, even in situations where trading volume may be low when compared with prior periods. Inputs to these valuation techniques reflect the assumptions that consider credit and nonperformance risk that market participants would use in pricing the asset based on market data obtained from independent sources. Available-for-sale securities were comprised of federal agency obligations and mortgage-backed securities and municipal bonds.

 

Derivative financial instrumentsASB enters into interest rate lock commitments (IRLC) for residential mortgage loans, which commit ASB to lend funds to a potential borrower at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. IRLCs are classified as Level 2 measurements.

 

ASB utilizes forward commitments as economic hedges against potential changes in the values of the IRLCs and loans held for sale. To reduce the impact of price fluctuations of IRLC and mortgage loans held for sale, ASB will purchase to be announced (TBA) mortgage-backed securities forward commitments, mandatory and best effort

 

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commitments. These commitments help protect our loan sale profit margin from fluctuations in interest rates.  The changes in the fair value of these commitments are recognized as part of mortgage banking income on the consolidated statements of income. TBA forward commitments are classified as Level 1, and consist of publicly-traded debt securities for which identical fair values can be obtained through quoted market prices in active exchange markets. The fair values of ASB’s best efforts and mandatory delivery loan sale commitments are determined similarly to the IRLCs using quoted prices in the market place that are observable and are classified as Level 2 measurements.

 

Assets measured at fair value on a recurring basis were as follows:

 

 

 

Fair value measurements using

 

 

 

Quoted prices in

 

Significant other

 

Significant

 

 

 

active markets
for identical

 

observable
 inputs

 

unobservable
inputs

 

(in thousands)

 

assets (Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

June 30, 2013

 

 

 

 

 

 

 

Money market funds (“other” segment)

 

$

 

$

10

 

$

 

Available-for-sale securities (bank segment)

 

 

 

 

 

 

 

Mortgage-related securities-FNMA, FHLMC and GNMA

 

$

 

$

382,044

 

$

 

Federal agency obligations

 

 

99,064

 

 

Municipal bonds

 

 

79,064

 

 

 

 

$

 

$

560,172

 

$

 

Derivative assets (1)

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

$

211

 

$

 

Forward commitments

 

625

 

327

 

 

 

 

$

625

 

$

538

 

$

 

 

 

 

 

 

 

 

 

Derivative liabilities (1)

 

 

 

 

 

 

 

Interest rate lock commitments

 

$

 

$

473

 

$

 

Forward commitments

 

 

52

 

 

 

 

$

 

$

525

 

$

 

December 31, 2012

 

 

 

 

 

 

 

Money market funds (“other” segment)

 

$

 

$

10

 

$

 

Available-for-sale securities (bank segment)

 

 

 

 

 

 

 

Mortgage-related securities-FNMA, FHLMC and GNMA

 

$

 

$

417,383

 

$

 

Federal agency obligations

 

 

171,491

 

 

Municipal bonds

 

 

82,484

 

 

 

 

$

 

$

671,358

 

$

 

 


(1)  Derivatives are carried at fair value with changes in value reflected in the balance sheet in other assets or other liabilities and included in mortgage banking income.

 

Fair value measurements on a nonrecurring basis.  From time to time, the Company may be required to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the writedowns of individual assets. ASB does not record loans at fair value on a recurring basis. However, from time to time, ASB records nonrecurring fair value adjustments based on the current appraised value of the collateral securing the loans or unobservable market assumptions. Unobservable assumptions reflect ASB’s own estimate of the fair value of collateral used in valuing the loan. ASB may also be required to measure goodwill at fair value on a nonrecurring basis. During the first six months of 2013, it was not required that a measurement of the fair value of goodwill be calculated and goodwill was not measured at fair value.

 

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Table of Contents

 

Assets measured at fair value on a nonrecurring basis were as follows:

 

 

 

 

 

Fair value measurements

 

(in millions) 

 

Balance

 

Level 1

 

Level 2

 

Level 3

 

Loans

 

 

 

 

 

 

 

 

 

June 30, 2013

 

$

17

 

$

 

$

 

$

17

 

December 31, 2012

 

21

 

 

 

21

 

Real estate acquired in settlement of loans

 

 

 

 

 

 

 

 

 

June 30, 2013

 

$

2

 

 

 

$

2

 

December 31, 2012

 

3

 

 

 

3

 

 

For the first six months of 2013 and 2012, there were no adjustments to fair value for ASB’s loans held for sale.

 

Residential loans.  The fair value of ASB’s residential loans that were written down due to impairment was determined based on third party appraisals, which include the appraisers’ assumptions and judgment, and therefore, is classified as a Level 3 measurement.

 

Home equity lines of creditThe fair value of ASB’s home equity lines of credit that were written down due to impairment was determined based on third party appraisals, which include the appraisers’ assumptions and judgment, and therefore, is classified as a Level 3 measurement.

 

Commercial loans.  The fair value of ASB’s commercial loans that were written down due to impairment was determined based on third party appraisals, which include the appraisers’ assumptions and judgment, the value placed on the assets of the business and cash flows generated by the business entity, and therefore, is classified as a Level 3 measurement.

 

Real estate acquired in settlement of loans.  The fair value of ASB’s real estate acquired in settlement of loans that were written down due to impairment was determined based on third party appraisals, which include the appraisers’ assumptions and judgment, and therefore, is classified as a Level 3 measurement.

 

For loans and real estate acquired in settlement of loans classified as Level 3 as of June 30, 2013, the significant unobservable inputs used in the fair value measurement were as follows:

 

($ in thousands)

 

Fair value at
June 30,
2013

 

Valuation technique

 

Significant unobservable input

 

Significant
unobservable
 input value

 

Residential loans

 

$

13,840

 

Fair value of property or collateral

 

Appraised value

 

13 - 96%

 

Home equity lines of credit

 

536

 

Fair value of property or collateral

 

Appraised value

 

25 - 82%

 

 

 

 

 

 

 

 

 

 

 

Commercial loan

 

220

 

Fair value of property or collateral

 

Insurance proceeds

 

59%

 

Commercial loans

 

892

 

Fair value of property or collateral

 

Fair value of business assets

 

37 - 92%

 

Commercial loan

 

1,739

 

Discounted cash flow

 

Present value of expected future cash flows based on anticipated debt restructuring

Discount rate

 

Paydown of loan — 59% 4.5%

 

Total commercial loans

 

2,851

 

 

 

 

 

 

 

Real estate acquired in settlement of loans

 

2,036

 

Fair value of property or collateral

 

Appraised value

 

81 — 100%

 

 

Significant increases (decreases) in any of those inputs in isolation would result in significantly higher (lower) fair value measurement.

 

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Table of Contents

 

10 · Cash flows

 

Six months ended June 30

 

2013

 

2012

 

(in millions)

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

Interest paid to non-affiliates

 

$

43

 

$

42

 

Income taxes paid

 

1

 

6

 

Supplemental disclosures of noncash activities

 

 

 

 

 

Common stock dividends reinvested in HEI common stock (1)

 

12

 

12

 

Increases in common stock related to director and officer compensatory plans

 

1

 

4

 

Additions to electric utility property, plant and equipment - Unpaid invoices and other

 

5

 

12

 

Real estate acquired in settlement of loans

 

3

 

5

 

Loans transferred from held-for-investment to held-for-sale

 

25

 

 

 


(1)              The amounts shown represent common stock dividends reinvested in HEI common stock under the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP) in noncash transactions.

 

11 · Recent accounting pronouncements

 

Obligations resulting from joint and several liability.  In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date,” which provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance requires entities to measure these obligations as the sum of the amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information. This guidance is effective for all fiscal years, and interim periods within those years, beginning after December 31, 2013.

 

The Company will retrospectively adopt ASU No. 2013-04 in the first quarter of 2014 and does not expect it to have a material impact on the Company’s results of operations, financial condition or liquidity.

 

Unrecognized tax benefit.  In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which clarifies that a liability for an unrecognized tax benefit should be presented as a reduction of a deferred tax asset when settlement of the liability with the taxing authority results in the reduction of a net operating loss or tax credit carryforward. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

The Company will prospectively adopt ASU No. 2013-11 in the first quarter of 2014 and does not expect it to have a material impact on the Company’s results of operations, financial condition or liquidity.

 

12 · Credit agreement and long-term debt

 

Credit agreement.  HEI maintains an amended revolving noncollateralized credit agreement, which established a line of credit facility of $125 million, with a letter of credit sub-facility, expiring on December 5, 2016, with a syndicate of eight financial institutions. The credit facility will be maintained to support the issuance of commercial paper, but also may be drawn to repay HEI’s short-term and long-term indebtedness, to make investments in or loans to subsidiaries and for HEI’s working capital and general corporate purposes.

 

Changes in long-term debt.

 

March 6, 2013 notes.  On March 6, 2013, HEI entered into a First Supplement (the First Supplement) to the Master Note Purchase Agreement dated March 24, 2011 (the Note Agreement). Under the First Supplement, HEI issued $50 million of its unsecured, 3.99% Series 2013A Senior Notes, due March 6, 2023, via a private placement with The Prudential Insurance Company of America, Prudential Arizona Reinsurance Captive Company and The Lincoln National Life Insurance Company.

 

The Note Agreement, as modified by the First Supplement (which includes representations that supersede and supplement the representations in the Note Agreement), contains customary representations and warranties,

 

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Table of Contents

 

affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the Notes then outstanding becoming immediately due and payable) and provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s existing amended revolving noncollateralized credit agreement described above and in HEI’s Form 10-K for the year ended December 31, 2012. For example, under the Note Agreement, it is an event of default if HEI fails to maintain an unconsolidated “Capitalization Ratio” (funded debt) of 50% or less (actual ratio of 18% as of June 30, 2013, as calculated under the agreement) or “Consolidated Net Worth” of at least $975 million (actual Net Worth of $1.7 billion as of June 30, 2013, as calculated under the agreement).

 

The net proceeds from the issuance of the Notes were used by HEI to refinance $50 million of its unsecured, 5.25% Medium-Term Notes, Series D, which matured on March 7, 2013.

 

29



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidated Statements of Income (unaudited)

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Operating revenues

 

$

728,793

 

$

787,685

 

$

1,444,990

 

$

1,535,623

 

Operating expenses

 

 

 

 

 

 

 

 

 

Fuel oil

 

289,278

 

331,064

 

594,378

 

658,903

 

Purchased power

 

178,444

 

188,352

 

331,808

 

353,141

 

Other operation

 

66,184

 

64,516

 

137,607

 

126,365

 

Maintenance

 

27,340

 

31,235

 

57,042

 

61,273

 

Depreciation

 

38,590

 

36,133

 

76,870

 

72,615

 

Taxes, other than income taxes

 

68,759

 

76,304

 

136,446

 

147,299

 

Income taxes

 

18,333

 

18,574

 

32,428

 

35,939

 

Total operating expenses

 

686,928

 

746,178

 

1,366,579

 

1,455,535

 

Operating income

 

41,865

 

41,507

 

78,411

 

80,088

 

Other income

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

1,560

 

1,997

 

2,775

 

3,937

 

Other, net

 

940

 

1,414

 

3,252

 

2,723

 

Income tax benefit (expense)

 

8

 

(51

)

(291

)

(95

)

Total other income

 

2,508

 

3,360

 

5,736

 

6,565

 

Interest and other charges

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

14,614

 

15,323

 

29,228

 

29,706

 

Amortization of net bond premium and expense

 

647

 

661

 

1,294

 

1,406

 

Other interest charges (credits)

 

318

 

(99

)

633

 

(370

)

Allowance for borrowed funds used during construction

 

(398

)

(893

)

(1,128

)

(1,763

)

Total interest and other charges

 

15,181

 

14,992

 

30,027

 

28,979

 

Net income

 

29,192

 

29,875

 

54,120

 

57,674

 

Preferred stock dividends of subsidiaries

 

229

 

229

 

458

 

458

 

Net income attributable to HECO

 

28,963

 

29,646

 

53,662

 

57,216

 

Preferred stock dividends of HECO

 

270

 

270

 

540

 

540

 

Net income for common stock

 

$

28,693

 

$

29,376

 

$

53,122

 

$

56,676

 

 

HEI owns all of the common stock of HECO. Therefore, per share data with respect to shares of common stock of HECO are not meaningful.

 

The accompanying notes for HECO are an integral part of these consolidated financial statements.

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (unaudited)

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Net income for common stock

 

$

28,693

 

$

29,376

 

$

53,122

 

$

56,676

 

Other comprehensive income, net of taxes:

 

 

 

 

 

 

 

 

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits of $3,195 and $2,142 for the three months ended June 30, 2013 and 2012 and $6,590 and $4,354 for the six months ended June 30, 2013 and 2012, respectively

 

5,016

 

3,364

 

10,347

 

6,836

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $3,184 and $2,095 for the three months ended June 30, 2013 and 2012 and $6,568 and $4,257 for the six months ended June 30, 2013 and 2012, respectively

 

(4,999

)

(3,289

)

(10,312

)

(6,684

)

Other comprehensive income, net of taxes

 

17

 

75

 

35

 

152

 

Comprehensive income attributable to Hawaiian Electric Company, Inc.

 

$

28,710

 

$

29,451

 

$

53,157

 

$

56,828

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

30



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

 

(dollars in thousands, except par value)

 

June 30,
2013

 

December 31,
2012

 

Assets

 

 

 

 

 

Utility plant, at cost

 

 

 

 

 

Land

 

$

51,622

 

$

51,568

 

Plant and equipment

 

5,492,118

 

5,364,400

 

Less accumulated depreciation

 

(2,082,532

)

(2,040,789

)

Construction in progress

 

166,902

 

151,378

 

Net utility plant

 

3,628,110

 

3,526,557

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

8,617

 

17,159

 

Customer accounts receivable, net

 

196,643

 

210,779

 

Accrued unbilled revenues, net

 

139,187

 

134,298

 

Other accounts receivable, net

 

10,059

 

28,176

 

Fuel oil stock, at average cost

 

117,445

 

161,419

 

Materials and supplies, at average cost

 

58,224

 

51,085

 

Prepayments and other

 

38,301

 

32,865

 

Regulatory assets

 

63,672

 

51,267

 

Total current assets

 

632,148

 

687,048

 

Other long-term assets

 

 

 

 

 

Regulatory assets

 

821,353

 

813,329

 

Unamortized debt expense

 

9,948

 

10,554

 

Other

 

70,260

 

71,305

 

Total other long-term assets

 

901,561

 

895,188

 

Total assets

 

$

5,161,819

 

$

5,108,793

 

Capitalization and liabilities

 

 

 

 

 

Capitalization

 

 

 

 

 

Common stock ($6 2/3 par value, authorized 50,000,000 shares; outstanding 14,665,264 shares)

 

$

97,788

 

$

97,788

 

Premium on capital stock

 

468,045

 

468,045

 

Retained earnings

 

919,606

 

907,273

 

Accumulated other comprehensive loss, net of income tax benefits-retirement benefit plans

 

(935

)

(970

)

Common stock equity

 

1,484,504

 

1,472,136

 

Cumulative preferred stock — not subject to mandatory redemption

 

34,293

 

34,293

 

Long-term debt, net

 

1,147,877

 

1,147,872

 

Total capitalization

 

2,666,674

 

2,654,301

 

Commitments and contingencies (Note 5)

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short-term borrowings from nonaffiliates

 

53,992

 

 

Accounts payable

 

150,877

 

186,824

 

Interest and preferred dividends payable

 

20,325

 

21,092

 

Taxes accrued

 

218,850

 

251,066

 

Other

 

77,895

 

62,879

 

Total current liabilities

 

521,939

 

521,861

 

Deferred credits and other liabilities

 

 

 

 

 

Deferred income taxes

 

456,952

 

417,611

 

Regulatory liabilities

 

327,254

 

322,074

 

Unamortized tax credits

 

69,526

 

66,584

 

Defined benefit pension and other postretirement benefit plans liability

 

605,026

 

620,205

 

Other

 

95,111

 

100,637

 

Total deferred credits and other liabilities

 

1,553,869

 

1,527,111

 

Contributions in aid of construction

 

419,337

 

405,520

 

Total capitalization and liabilities

 

$

5,161,819

 

$

5,108,793

 

 

The accompanying notes for HECO are an integral part of these consolidated financial statements.

 

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Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidated Statements of Changes in Common Stock Equity (unaudited)

 

 

 

Common stock

 

Premium
on
capital

 

Retained

 

Accumulated
other
comprehensive

 

 

 

(in thousands)

 

Shares

 

Amount

 

stock

 

earnings

 

income (loss)

 

Total

 

Balance, December 31, 2012

 

14,665

 

$

97,788

 

$

468,045

 

$

907,273

 

$

(970

)

$

1,472,136

 

Net income for common stock

 

 

 

 

53,122

 

 

53,122

 

Other comprehensive income, net of taxes

 

 

 

 

 

35

 

35

 

Common stock dividends

 

 

 

 

(40,789

)

 

(40,789

)

Balance, June 30, 2013

 

14,665

 

$

97,788

 

$

468,045

 

$

919,606

 

$

(935

)

$

1,484,504

 

Balance, December 31, 2011

 

14,234

 

$

94,911

 

$

426,921

 

$

881,041

 

$

(32

)

$

1,402,841

 

Net income for common stock

 

 

 

 

56,676

 

 

56,676

 

Other comprehensive income, net of taxes

 

 

 

 

 

152

 

152

 

Common stock dividends

 

 

 

 

(36,522

)

 

(36,522

)

Common stock issue expense

 

 

 

1

 

 

 

1

 

Balance, June 30, 2012

 

14,234

 

$

94,911

 

$

426,922

 

$

901,195

 

$

120

 

$

1,423,148

 

 

The accompanying notes for HECO are an integral part of these consolidated financial statements.

 

32



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

 

Six months ended June 30

 

2013

 

2012

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

54,120

 

$

57,674

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

Depreciation of property, plant and equipment

 

76,870

 

72,615

 

Other amortization

 

2,884

 

2,770

 

Change in deferred income taxes

 

38,780

 

42,524

 

Change in tax credits, net

 

2,997

 

2,880

 

Allowance for equity funds used during construction

 

(2,775

)

(3,937

)

Changes in assets and liabilities

 

 

 

 

 

Decrease (increase) in accounts receivable

 

32,253

 

(10,958

)

Increase in accrued unbilled revenues

 

(4,889

)

(32,053

)

Decrease (increase) in fuel oil stock

 

43,974

 

(35,893

)

Increase in materials and supplies

 

(7,139

)

(7,599

)

Increase in regulatory assets

 

(37,586

)

(35,476

)

Increase (decrease) in accounts payable

 

(41,234

)

5,931

 

Change in prepaid and accrued income taxes and utility revenue taxes

 

(38,123

)

(21,141

)

Contributions to defined benefit pension and other postretirement benefit plans

 

(40,586

)

(52,086

)

Other increase in defined benefit pension and other postretirement benefit plans liability

 

41,575

 

31,166

 

Change in other assets and liabilities

 

(9,419

)

(37,942

)

Net cash provided by (used in) operating activities

 

111,702

 

(21,525

)

Cash flows from investing activities

 

 

 

 

 

Capital expenditures

 

(150,251

)

(141,618

)

Contributions in aid of construction

 

17,188

 

26,981

 

Other

 

623

 

 

Net cash used in investing activities

 

(132,440

)

(114,637

)

Cash flows from financing activities

 

 

 

 

 

Common stock dividends

 

(40,789

)

(36,522

)

Preferred stock dividends of HECO and subsidiaries

 

(998

)

(998

)

Proceeds from issuance of long-term debt

 

 

417,000

 

Repayment of long-term debt

 

 

(328,500

)

Net increase in short-term borrowings from nonaffiliates and affiliate with original maturities of three months or less

 

53,992

 

44,242

 

Other

 

(9

)

(1,929

)

Net cash provided by financing activities

 

12,196

 

93,293

 

Net decrease in cash and cash equivalents

 

(8,542

)

(42,869

)

Cash and cash equivalents, beginning of period

 

17,159

 

48,806

 

Cash and cash equivalents, end of period

 

$

8,617

 

$

5,937

 

 

The accompanying notes for HECO are an integral part of these consolidated financial statements.

 

33



Table of Contents

 

Hawaiian Electric Company, 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 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 HECO’s Form 10-K for the year ended December 31, 2012 and the unaudited consolidated financial statements and the notes thereto in HECO’s Quarterly Report on SEC Form 10-Q for the quarter ended March 31, 2013.

 

In the opinion of HECO’s management, the accompanying unaudited consolidated financial statements contain all material adjustments required by GAAP to fairly state the financial position of HECO and its subsidiaries as of June 30, 2013 and December 31, 2012, the results of their operations for the three and six months ended June 30, 2013 and 2012 and their cash flows for the six months ended June 30, 2013 and 2012. 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.

 

2 · Unconsolidated variable interest entities

 

HECO Capital Trust III.  HECO Capital Trust III (Trust III) was created and exists for the exclusive purposes of (i) issuing in March 2004 2,000,000 6.50% Cumulative Quarterly Income Preferred Securities, Series 2004 (2004 Trust Preferred Securities) ($50 million aggregate liquidation preference) to the public and trust common securities ($1.5 million aggregate liquidation preference) to HECO, (ii) investing the proceeds of these trust securities in 2004 Debentures issued by HECO in the principal amount of $31.5 million and issued by Hawaii Electric Light Company, Inc. (HELCO) and Maui Electric Company, Limited (MECO) each in the principal amount of $10 million, (iii) making distributions on these trust securities and (iv) engaging in only those other activities necessary or incidental thereto. The 2004 Trust Preferred Securities are mandatorily redeemable at the maturity of the underlying debt on March 18, 2034, which maturity may be extended to no later than March 18, 2053; and are currently redeemable at the issuer’s option without premium. The 2004 Debentures, together with the obligations of HECO, HELCO and MECO under an expense agreement and HECO’s obligations under its trust guarantee and its guarantee of the obligations of HELCO and MECO under their respective debentures, are the sole assets of Trust III. Taken together, HECO’s obligations under the HECO debentures, the HECO indenture, the subsidiary guarantees, the trust agreement, the expense agreement and trust guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of amounts due on the Trust Preferred Securities. Trust III has at all times been an unconsolidated subsidiary of HECO. Since HECO, as the common security holder, does not absorb the majority of the variability of Trust III, HECO is not the primary beneficiary and does not consolidate Trust III in accordance with accounting rules on the consolidation of variable interest entities (VIEs). Trust III’s balance sheets as of June 30, 2013 and December 31, 2012 each consisted of $51.5 million of 2004 Debentures; $50.0 million of 2004 Trust Preferred Securities; and $1.5 million of trust common securities. Trust III’s income statements for the six months ended June 30, 2013 and 2012 each consisted of $1.7 million of interest income received from the 2004 Debentures, $1.6 million of distributions to holders of the Trust Preferred Securities, and $0.1 million of common dividends on the trust common securities to HECO. As long as the 2004 Trust Preferred Securities are outstanding, HECO is not entitled to receive any funds from Trust III other than pro-rata distributions, subject to certain subordination

 

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provisions, on the trust common securities. In the event of a default by HECO in the performance of its obligations under the 2004 Debentures or under its Guarantees, or in the event HECO, HELCO or MECO elect to defer payment of interest on any of their respective 2004 Debentures, then HECO will be subject to a number of restrictions, including a prohibition on the payment of dividends on its common stock.

 

Power purchase agreements.  As of June 30, 2013, HECO and its subsidiaries had six PPAs for firm capacity and other PPAs with smaller independent power producers (IPPs) and Schedule Q providers (i.e., customers with cogeneration and/or small power production facilities with a capacity of 100 kW or less who buy power from or sell power to the utilities), none of which are currently required to be consolidated as VIEs. Approximately 91% of the firm capacity is purchased from AES Hawaii, Inc. (AES Hawaii), Kalaeloa Partners, L.P. (Kalaeloa), Hamakua Energy Partners, L.P. (HEP) and HPOWER. Purchases from all IPPs were as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

(in millions)

 

2013

 

2012

 

2013

 

2012

 

AES Hawaii

 

$

37

 

$

37

 

$

60

 

$

72

 

Kalaeloa

 

79

 

83

 

143

 

152

 

HEP

 

9

 

15

 

20

 

29

 

HPOWER

 

12

 

15

 

27

 

31

 

Other IPPs

 

41

 

38

 

82

 

69

 

Total IPPs

 

$

178

 

$

188

 

$

332

 

$

353

 

 

Some of the IPPs provided sufficient information for HECO to determine that the IPP was not a VIE, or was either a “business” or “governmental organization,” and thus excluded from the scope of accounting standards for VIEs. A windfarm and Kalaeloa provided sufficient information, as required under their PPAs or amendments, such that HECO could determine that consolidation was not required. Management has concluded that the consolidation of some IPPs is not required as HECO and its subsidiaries do not have variable interests in the IPPs because the PPAs do not require them to absorb any variability of the IPPs.

 

An enterprise with an interest in a VIE or potential VIE created before December 31, 2003, and not thereafter materially modified, is not required to apply accounting standards for VIEs to that entity if the enterprise is unable to obtain the necessary information after making an exhaustive effort. HECO and its subsidiaries have made and continue to make exhaustive efforts to get the necessary information from two firm capacity producers and other small IPPs who entered into their PPAs prior to December 31, 2003 and have not provided such information, but have been unsuccessful to date as it was not a contractual requirement to provide such information prior to 2004. If the requested information is ultimately received from the remaining IPPs, a possible outcome of future analyses of such information is the consolidation of one or more of such IPPs. The consolidation of any significant IPP could have a material effect on the Company’s and HECO’s consolidated financial statements, including the recognition of a significant amount of assets and liabilities and the potential recognition of losses. If HECO and its subsidiaries determine they are required to consolidate the financial statements of such an IPP and the consolidation has a material effect, HECO and its subsidiaries would retrospectively apply accounting standards for VIEs.

 

Kalaeloa Partners, L.P.  In October 1988, HECO entered into a PPA with Kalaeloa, subsequently approved by the PUC, which provided that HECO would purchase 180 MW of firm capacity for a period of 25 years beginning in May 1991. In October 2004, HECO and Kalaeloa entered into amendments to the PPA, subsequently approved by the PUC, which together effectively increased the firm capacity from 180 MW to 208 MW. The energy payments that HECO makes to Kalaeloa include: (1) a fuel component, with a fuel price adjustment based on the cost of low sulfur fuel oil, (2) a fuel additives cost component, and (3) a non-fuel component, with an adjustment based on changes in the Gross National Product Implicit Price Deflator. The capacity payments that HECO makes to Kalaeloa are fixed in accordance with the PPA. Kalaeloa also has a steam delivery cogeneration contract with another customer, the term of which coincides with the PPA. The facility has been certified by the Federal Energy Regulatory Commission as a Qualifying Facility under the Public Utility Regulatory Policies Act of 1978.

 

Pursuant to the current accounting standards for VIEs, HECO is deemed to have a variable interest in Kalaeloa by reason of the provisions of HECO’s PPA with Kalaeloa. However, management has concluded that HECO is not the primary beneficiary of Kalaeloa because HECO does not have the power to direct the activities that most

 

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significantly impact Kalaeloa’s economic performance nor the obligation to absorb Kalaeloa’s expected losses, if any, that could potentially be significant to Kalaeloa. Thus, HECO has not consolidated Kalaeloa in its consolidated financial statements. A significant factor affecting the level of expected losses HECO could potentially absorb is the fact that HECO’s exposure to fuel price variability is limited to the remaining term of the PPA as compared to the facility’s remaining useful life. Although HECO absorbs fuel price variability for the remaining term of the PPA, the PPA does not currently expose HECO to losses as the fuel and fuel related energy payments under the PPA have been approved by the PUC for recovery from customers through base electric rates and through HECO’s ECAC to the extent the fuel and fuel related energy payments are not included in base energy rates. As of June 30, 2013, HECO’s accounts payable to Kalaeloa amounted to $23 million.

 

3 · Revenue taxes

 

HECO and its subsidiaries’ operating revenues include amounts for various Hawaii state revenue taxes. Revenue taxes are generally recorded as an expense in the period the related revenues are recognized. However, HECO and its subsidiaries’ revenue tax payments to the taxing authorities in the period are based on the prior year’s billed revenues (in the case of public service company taxes and PUC fees) or on the current year’s cash collections from electric sales (in the case of franchise taxes). For the six months ended June 30, 2013 and 2012, HECO and its subsidiaries included approximately $129 million and $140 million, respectively, of revenue taxes in “operating revenues” and in “taxes, other than income taxes” expense.

 

4 · Retirement benefits

 

Defined benefit pension and other postretirement benefit plans information.  For the first six months of 2013, HECO and its subsidiaries contributed $41 million to their pension and other postretirement benefit plans, compared to $52 million in the first six months of 2012. HECO and its subsidiaries’ current estimate of contributions to their pension and other postretirement benefit plans in 2013 is $81 million, compared to contributions of $63 million in 2012. In addition, HECO and its subsidiaries expect to pay directly $1.0 million of benefits in 2013, compared to $0.5 million paid in 2012.

 

On July 6, 2012, President Obama signed the MAP-21, which included provisions related to the funding and administration of pension plans. This law does not affect the utilities’ accounting for pension benefits; therefore, the net periodic benefit costs disclosed for the plans were not affected. The utilities elected to apply MAP-21 for 2012, which improved the plan’s AFTAP for funding and benefit distribution purposes and thereby reduced the 2012 minimum funding requirement and lifted the restrictions on accelerated distribution options (which restrictions were in effect April 1, 2011 to September 30, 2012) for HECO and its subsidiaries. The effects of MAP-21 are expected to cause the minimum required funding under ERISA to be less than the net periodic cost for 2013 and 2014; therefore, the utilities expect to contribute the net periodic cost for these years as they did for 2012. If the AFTAP falls below 80% in the future, the restrictions on accelerated distribution options may apply again.

 

The Pension Protection Act provides that if a pension plan’s funded status falls below certain levels, more conservative assumptions must be used to value obligations under the pension plan. The HEI Retirement Plan fell below these thresholds in 2011 and the minimum required contribution for 2012 incorporated the more conservative assumptions required. However, the HEI Retirement Plan met the threshold requirements in each of 2012 and 2013 so that the more conservative assumptions do not apply for either the 2013 or 2014 valuation of plan liabilities for purposes of calculating the minimum required contribution. Other factors could cause changes to the required contribution levels.

 

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The components of net periodic benefit cost were as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

Pension benefits

 

Other benefits

 

Pension benefits

 

Other benefits

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

13,638

 

$

11,000

 

$

1,067

 

$

959

 

$

27,241

 

$

20,802

 

$

2,081

 

$

2,007

 

Interest cost

 

14,883

 

15,465

 

1,783

 

2,147

 

29,559

 

30,726

 

3,644

 

4,352

 

Expected return on plan assets

 

(16,185

)

(15,942

)

(2,480

)

(2,519

)

(32,275

)

(32,002

)

(5,000

)

(5,098

)

Amortization of net transition obligation

 

 

 

 

(2

)

 

 

 

(4

)

Amortization of net prior service gain

 

(116

)

(172

)

(451

)

(451

)

(232

)

(344

)

(902

)

(902

)

Amortization of net actuarial loss

 

8,509

 

5,845

 

268

 

288

 

17,299

 

11,714

 

772

 

728

 

Net periodic benefit cost

 

20,729

 

16,196

 

187

 

422

 

41,592

 

30,896

 

595

 

1,083

 

Impact of PUC D&Os

 

(5,286

)

(4,977

)

(187

)

(416

)

(12,722

)

(8,834

)

(584

)

(1,096

)

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

 

$

15,443

 

$

11,219

 

$

 

$

6

 

$

28,870

 

$

22,062

 

$

11

 

$

(13

)

 

HECO and its subsidiaries recorded retirement benefits expense of $21 million and $15 million for the first six months of 2013 and 2012, respectively. The electric utilities charged a portion of the net periodic benefit cost to electric utility plant.

 

The utilities have implemented pension and OPEB tracking mechanisms under which all of their retirement benefit expenses (except for executive life and nonqualified pension plan expenses) determined in accordance with GAAP are recovered over time. Under the tracking mechanisms, these retirement benefit costs that are over/under amounts allowed in rates are charged/credited to a regulatory asset/liability. The regulatory asset/liability for each utility will be amortized over 5 years beginning with the respective utility’s next rate case.

 

Accumulated other comprehensive income.  Reclassifications out of AOCI were as follows:

 

 

 

Amount reclassified from AOCI

 

 

 

 

 

Three months
ended June 30

 

Six months
ended June 30

 

 

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

Retirement benefit plan items

 

 

 

 

 

 

 

 

 

 

 

Amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost

 

$

5,016

 

$

3,364

 

$

10,347

 

$

6,836

 

See above

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets

 

(4,999

)

(3,289

)

(10,312

)

(6,684

)

See above

 

Total reclassifications

 

$

17

 

$

75

 

$

35

 

$

152

 

 

 

 

Defined contribution plan information.  For the first six months of 2013 and 2012, the utilities’ expense for its defined contribution pension plan was $0.3 million and de minimis, respectively.

 

5 · Commitments and contingencies

 

Utility projects.  Many public utility projects require PUC approval and various permits from other governmental agencies. Difficulties in obtaining, or the inability to obtain, the necessary approvals or permits can result in significantly increased project costs or even cancellation of projects. Further, completion of projects is subject to various risks, such as problems or disputes with vendors. In the event a project does not proceed, or if it becomes probable the PUC will disallow cost recovery for all or part of a project, project costs may need to be written off in amounts that could result in significant reductions in HECO’s consolidated net income.

 

In May 2011, the PUC ordered independently conducted regulatory audits on the reasonableness of costs incurred for HECO’s East Oahu Transmission Project (EOTP), Campbell Industrial Park (CIP) combustion turbine No. 1 (CT-1) project, and Customer Information System (CIS) project. However, in March 2012, the PUC eliminated the requirement for a regulatory audit for the EOTP Phase I in connection with an approved settlement of the EOTP

 

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Phase I project cost issues and, in March 2013, the PUC eliminated the requirement for an audit of the CIP CT-1 and CIS project costs as described below.

 

On January 28, 2013, HECO and its subsidiaries and the Consumer Advocate, signed a settlement agreement (2013 Agreement), subject to PUC approval, to write-off $40 million of costs in lieu of conducting the regulatory audits of the CIP CT-1 project and the CIS project. Based on the 2013 Agreement, as of December 31, 2012, the utilities recorded an after-tax charge to net income of approximately $24 million—$17.1 million for HECO, $3.4 million for HELCO, and $3.2 million for MECO. The remaining recoverable costs of $52 million were included in rate base as of December 31, 2012.

 

As part of the 2013 Agreement, HELCO would withdraw its 2013 test year rate case, and delay filing a new rate case until a 2016 test year. Additionally, HECO would delay the filing of its scheduled 2014 test year rate case to no earlier than January 2, 2014. For both utilities, the existing terms of the last rate case decisions would continue. HECO would also be allowed to record Revenue Adjustment Mechanism (RAM) revenues starting on January 1 of 2014, 2015 and 2016. The cash collection of RAM revenues would remain unchanged, starting June 1 of each year through May 31 of the following year.

 

On March 19, 2013, the PUC issued a decision and order (2013 D&O) approving the 2013 Agreement, with the following clarifications, none of which changed the financial impact recorded as of December 31, 2012: (1) the PUC reiterated its authority to examine and ascertain what post go-live CIS costs would be subject to regulatory review in future rate cases; (2) the PUC discouraged requesting single issue cost deferral accounting and/or cost recovery mechanisms during the period of rate case deferral by HECO and HELCO; (3) the PUC approved the agreed-upon recovery of CIP CT-1 and CIS project costs through the RAM, as set forth in the 2013 Agreement, however not setting a precedent for future projects; and (4) the PUC reaffirmed its right to rule on the substance of the MECO 2012 test year rate case in its ongoing rate case proceeding. On May 31, 2013, the PUC issued a final D&O in the MECO 2012 test year rate case. See “MECO 2012 test year rate case” below.

 

Renewable energy projects.  HECO and its subsidiaries are committed to achieving or exceeding the State’s Renewable Portfolio Standard (RPS) goal of 40% renewable energy by 2030 and to meeting their commitments relating to decreasing the State’s dependence on imported fossil fuels under their 2008 Energy Agreement with the Governor, the State Department of Business, Economic Development and Tourism and the Consumer Advocate (Energy Agreement). The utilities continue to evaluate and pursue opportunities with developers of proposed projects to integrate power into its grid from a variety of renewable energy sources, including solar, biomass, wind, ocean thermal energy conversion, wave, geothermal and others. In December 2009, the PUC allowed HECO to defer the costs of studies for the large wind project for later review of prudence and reasonableness. In April 2013, the PUC approved the recovery of $3.9 million in costs for stage 1 studies for the large wind project over a three-year period, with carrying costs to be accrued over the recovery period at the rate of 1.75% per annum, through the Renewable Energy Infrastructure Program (REIP) Surcharge.

 

In November 2011, HECO and MECO filed their application to seek PUC approval to defer for later recovery approximately $555,000 (split evenly between HECO and MECO) also through the REIP surcharge for additional studies to determine the value proposition of interconnecting the islands of Oahu and of Maui County (Maui, Lanai, and Molokai) and if doing so would be operationally beneficial and cost-effective. In August 2012, the PUC allowed HECO and MECO to defer the outside service costs for the additional studies for later review of prudence and reasonableness. The specific amount to be recovered, as well as the recovery mechanism and the terms of the recovery mechanism, were to be determined at a later date.

 

A revised draft Request for Proposals (RFP) for 200 MW or more of renewable energy to be delivered to Oahu from any of the Hawaiian Islands was posted on HECO’s website prior to the issuance of a proposed final RFP. In February 2012, the PUC granted HECO’s request for deferred accounting treatment for the inter-island project support costs. The amount of the deferred costs was limited to $5.89 million. On July 11, 2013, the PUC issued orders related to the 200 MW RFP. First, it issued an order that HECO shall amend its current draft of the Oahu 200 MW RFP to remove references to the Lanai Wind Project, eliminate solicitations for an undersea transmission cable, and amend the draft RFP to reflect other guidance provided in the order. Second, it initiated an investigative proceeding to review the progress of the Lanai Wind Project stating that there was an uncertainty whether the

 

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project developer retained an equivalent ability to develop the project as when it submitted its bid in 2008 and its term sheet in 2011. The PUC also stated that it will review the PPA (if one is completed) and, as part of that process, determine whether the Lanai Wind Project should be developed taking into account potential as-available renewable energy projects and grid infrastructure options. The PUC stated it intends to evaluate the project as a combined resources proposal (i.e., wind project and generation tie transmission cable between the islands of Oahu and Lanai). Third, it initiated a proceeding to solicit information and evaluate whether an interisland grid interconnection transmission system between the islands of Oahu and Maui is in the public interest, given the potential for large-scale wind and solar projects on Maui.

 

In May 2012, the PUC instituted a proceeding for a competitive bidding process for up to 50 MW of firm renewable geothermal dispatchable energy (Geothermal RFP) on the island of Hawaii, and in July 2012, HELCO filed an application to defer 2012 costs related to the Geothermal RFP. In February 2013, HELCO issued the Final Geothermal RFP. Six bids were received in April 2013 and are being evaluated.

 

In June 2013, HECO filed an application to seek PUC approval of Waivers from the Framework for Competitive Bidding for five projects (4 photovoltaic and 1 wind) selected as part of HECO’s “Invitation for Low Cost Renewable Energy Projects on Oahu through Request for Waiver from Competitive Bidding.”

 

Environmental regulation.  HECO and its subsidiaries are subject to environmental laws and regulations that regulate the operation of existing facilities, the construction and operation of new facilities and the proper cleanup and disposal of hazardous waste and toxic substances. In recent years, legislative, regulatory and governmental activities related to the environment, including proposals and rulemaking under the Clean Air Act (CAA) and Clean Water Act (CWA), have increased significantly and management anticipates that such activity will continue.

 

On April 20, 2011, the Federal Register published the federal Environmental Protection Agency’s (EPA’s) proposed regulations required by section 316(b) of the CWA designed to protect aquatic organisms from adverse impacts associated with existing power plant cooling water intake structures. The proposed regulations would apply to the cooling water systems for the steam generating units at HECO’s power plants on the island of Oahu. If adopted as proposed, management believes the proposed regulations would require significant capital and annual other operation and maintenance (O&M) expenditures. On June 11, 2012, the EPA published additional information on the section 316(b) rule making that indicates that the EPA is considering establishing lower cost compliance alternatives in the final rule. The EPA has delayed issuance of the final section 316(b) rule until November 2013.

 

On February 16, 2012, the Federal Register published the EPA’s final rule establishing the EPA’s National Emission Standards for Hazardous Air Pollutants for fossil fuel-fired steam electrical generating units (EGUs). The final rule, known as the Mercury and Air Toxics Standards (MATS), applies to the 14 EGUs at HECO’s power plants. MATS establishes the Maximum Achievable Control Technology standards for the control of hazardous air pollutants emissions from new and existing EGUs. Based on a review of the final rule and the benefits and costs of alternative compliance strategies, HECO has selected a MATS compliance strategy based on switching to lower emission fuels. The use of lower emission fuels will provide for MATS compliance at lower overall costs and avoid the reduction in operational flexibility imposed by emissions control equipment. As provided in the MATS regulations, HECO will be requesting a one-year extension resulting in a MATS compliance date of April 16, 2016. On February 6, 2013, the EPA issued a guidance document titled “Next Steps for Area Designations and Implementation of the Sulfur Dioxide National Ambient Air Quality Standard,” which outlines a process that will provide the states additional flexibility and time for their development of one-hour sulfur dioxide NAAQS implementation plans. HECO will work with the Hawaii Department of Health (DOH) and the EPA in the rulemaking process for these implementation plans to insure development of cost-effective strategies for NAAQS compliance. Based on the February 6, 2013 EPA guidance document, current estimates of the compliance date for the one-hour sulfur dioxide NAAQS is in the 2022 or later timeframe.

 

Depending upon the final outcome of the CWA 316(b) regulations, the specific measures required for MATS compliance, and the rules and guidance developed for implementation of more stringent National Ambient Air Quality Standards, HECO and its subsidiaries may be required to incur material capital expenditures and other compliance costs, but such amounts are not determinable at this time. Additionally, the combined effects of these regulatory initiatives may result in a decision to retire or deactivate certain generating units earlier than anticipated.

 

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HECO, HELCO and MECO, like other utilities, periodically experience petroleum or other chemical releases into the environment associated with current operations and report and take action on these releases when and as required by applicable law and regulations. HECO and its subsidiaries believe the costs of responding to such releases identified to date will not have a material adverse effect, individually or in the aggregate, on HECO’s consolidated results of operations, financial condition or liquidity.

 

Potential Clean Air Act Enforcement.  On July 1, 2013, HELCO and MECO received a letter from the U.S. Department of Justice (DOJ) asserting potential violations of the Prevention of Significant Deterioration (PSD) and Title V requirements of the Clean Air Act involving the Hill and Kahului Power Plants. The EPA referred the matter to the DOJ for enforcement based on HELCO’s and MECO’s responses to information requests in 2010 and 2012. The letter expresses an interest in resolving the matter without the issuance of a notice of violation, and invites HELCO and MECO to engage in settlement negotiations. HELCO and MECO are in contact with the DOJ to seek additional information and to begin making arrangements for settlement discussions. HELCO and MECO cannot currently estimate the amount or effect of a settlement, if any. Neither HELCO nor MECO has identified at this time any projects or work relating to the information requests that may have been noncompliant with PSD or Title V requirements, and continue to investigate the potential bases for the DOJ’s claims.

 

Former Molokai Electric Company generation site.  In 1989, MECO acquired by merger Molokai Electric Company. Molokai Electric Company had sold its former generation site (Site) in 1983, but continued to operate at the Site under a lease until 1985. The EPA has since performed Brownfield assessments of the Site that identified environmental impacts in the subsurface. Although MECO never operated at the Site and operations there had stopped four years before the merger, in discussions with the EPA and the DOH, MECO agreed to undertake additional investigations at the Site and an adjacent parcel that Molokai Electric Company had used for equipment storage (the Adjacent Parcel) to determine the extent of impacts of subsurface contaminants. A 2011 assessment by a MECO contractor of the Adjacent Parcel identified environmental impacts, including elevated polychlorinated biphenyls (PCBs) in the subsurface soils. In cooperation with the DOH and EPA, MECO is further investigating the Site and the Adjacent Parcel to determine the extent of impacts of PCBs, fuel oils, and other subsurface contaminants. In March 2012, MECO accrued an additional $3.1 million (reserve balance of $3.6 million as of June 30, 2013) for the additional investigation and estimated cleanup costs at the Site and the Adjacent Parcel; however, final costs of remediation will depend on the results of continued investigation. A revised draft site investigation work plan for site characterization was submitted to the DOH and EPA in June 2013.

 

Global climate change and greenhouse gas emissions reduction.  National and international concern about climate change and the contribution of GHG emissions (including carbon dioxide emissions from the combustion of fossil fuels) to global warming have led to action by the State and to federal legislative and regulatory proposals to reduce GHG emissions.

 

In July 2007, Act 234, which requires a statewide reduction of GHG emissions by January 1, 2020 to levels at or below the statewide GHG emission levels in 1990, became law in Hawaii. The electric utilities participated in a Task Force established under Act 234, which was charged with developing a work plan and regulatory approach to reduce GHG emissions, as well as in initiatives aimed at reducing their GHG emissions, such as those being implemented under the Energy Agreement. On October 19, 2012, the DOH posted the proposed regulations required by Act 234 for public hearing and comment. In general, the proposed regulations would require affected sources that have the potential to emit GHGs in excess of established thresholds to reduce GHG emissions by 25% below 2010 emission levels by 2020. The proposed regulations also assess affected sources an annual fee based on tons per year of GHG emissions, beginning with emissions in calendar year 2012. The proposed DOH GHG rule also tracks the federal “Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule” (GHG Tailoring Rule, see below) and would create new thresholds for GHG emissions from new and existing stationary source facilities. HECO submitted comments on the proposed regulations in January 2013. HECO continues to monitor this rulemaking proceeding and will participate in the further development of the regulations.

 

Several approaches (e.g., “cap and trade”) to GHG emission reduction have been either introduced or discussed in the U.S. Congress; however, no federal legislation has yet been enacted.

 

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On September 22, 2009, the EPA issued its Final Mandatory Reporting of Greenhouse Gases Rule, which requires that sources emitting GHGs above certain threshold levels monitor and report GHG emissions. The utilities have submitted the required reports for 2010, 2011 and 2012 to the EPA. In December 2009, the EPA made the finding that motor vehicle GHG emissions endanger public health or welfare. Since then, the EPA has also issued rules that begin to address GHG emissions from stationary sources, like the utilities’ EGUs.

 

In June 2010, the EPA issued its GHG Tailoring Rule. Effective January 2, 2011, under the Prevention of Significant Deterioration program, permitting of new or modified stationary sources that have the potential to emit GHGs in greater quantities than the thresholds in the GHG Tailoring Rule will entail GHG emissions evaluation, analysis and, potentially, control requirements. On March 27, 2012, the Federal Register published the EPA’s proposed New Source Performance Standard regulating carbon dioxide emissions from affected new fossil fuel-fired generating units. As proposed, the rule does not apply to non-continental units (i.e., in Hawaii and U.S. Territories) and therefore does not apply to the utilities. On June 25, 2013, President Obama directed the EPA Administrator to issue a new proposal no later than September 20, 2013. In addition, the President directed the Administrator to issue proposed standards, regulations, or guidelines for GHG emissions from existing power plants by no later than June 1, 2014, and final standards no later than June 1, 2015. HECO will participate in the federal GHG rulemaking process and support an exclusion for both new and existing non-continental sources.

 

HECO and its subsidiaries have taken, and continue to identify opportunities to take, direct action to reduce GHG emissions from their operations, including, but not limited to, supporting DSM programs that foster energy efficiency, using renewable resources for energy production and purchasing power from IPPs generated by renewable resources, burning renewable biodiesel in HECO’s CIP CT-1, using biodiesel for startup and shutdown of selected MECO generating units, and testing biofuel blends in other HECO and MECO generating units. The utilities are also working with the State of Hawaii and other entities to pursue the use of liquefied natural gas as a cleaner and lower cost fuel to replace, at least in part, the petroleum oil that would otherwise be used. Management is unable to evaluate the ultimate impact on the utilities’ operations of eventual comprehensive GHG regulation. However, management believes that the various initiatives it is undertaking will provide a sound basis for managing the electric utilities’ carbon footprint and meeting GHG reduction goals that will ultimately emerge.

 

While the timing, extent and ultimate effects of climate change cannot be determined with any certainty, climate change is predicted to result in sea level rise, which could potentially impact coastal and other low-lying areas (where much of the utilities’ electric infrastructure is sited), and could cause erosion of beaches, saltwater intrusion into aquifers and surface ecosystems, higher water tables and increased flooding and storm damage due to heavy rainfall. The effects of climate change on the weather (for example, floods or hurricanes), sea levels, and water availability and quality have the potential to materially adversely affect the results of operations, financial condition and liquidity of the electric utilities. For example, severe weather could cause significant harm to the electric utilities’ physical facilities.

 

MECO 2012 test year rate case.  On May 31, 2013, the PUC issued a final D&O in the MECO 2012 test year rate case. Final rates became effective August 1, 2013. The final D&O approved an increase in annual revenues of $5.3 million, which is $7.8 million less than the interim increase that had been in effect since June 1, 2012. Reductions from the interim D&O relate primarily to:

 

(in millions)

 

 

 

Lower ROACE

 

$

4.0

 

Customer Information System expenses

 

0.3

 

Pension and OPEB expense based on 3-year average

 

1.5

 

Integrated resource planning expenses

 

0.9

 

Operational and Renewable Energy Integration study costs

 

1.1

 

Total adjustment

 

$

7.8

 

 

According to the PUC, the reduction in the allowed ROACE from the stipulated 10% to the final approved 9% is composed of 0.5% allocation due to updated economic and financial market conditions manifested in lower interest rates in the 2012 test year and 0.5% for system inefficiencies reflected in over curtailment of renewable energy produced by independent power producers.

 

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The PUC found that the record did not sufficiently support the normalization of 2013 and 2014 Customer Information System costs into the 2012 test year and ordered a downward adjustment to remove these costs from the test year.

 

The reduction in the pension and OPEB expense is due to applying a three-year average in the calculation of pension costs for the purpose of the 2012 test year. This is not a PUC decision to change the pension and OPEB tracking mechanisms, although the PUC emphasizes the need to evaluate alternatives to decrease or limit the growth in employee benefits costs.

 

The PUC removed integrated resource planning (IRP) expenses from the test year as it could not determine whether these expenses have been reasonably incurred for the 2012 test year as required by the PUC’s IRP Framework and stated that it will determine the appropriate level and method of cost recovery for MECO’s IRP expenses in the pending IRP proceeding.

 

The PUC reduced operational and renewable energy integration study costs because of the uncertainty regarding the scope of work and actual costs of these studies.

 

The PUC also continued MECO’s existing energy cost adjustment clause (ECAC) and power purchase adjustment clause (PPAC) design. The PUC stated that it will consider HECO, HELCO and MECO’s future actions to reduce fuel costs and increase use of renewable energy as it continues to review the design of the ECAC in the future.

 

On June 12, 2013, MECO filed a motion for partial reconsideration and partial clarification of the final D&O in the MECO 2012 test year rate case. The motion primarily requested reconsideration of the findings and conclusions concerning MECO’s 9% ROACE for the test year and also addressed other matters identified in the D&O, including treatment of IRP costs pending PUC determinations on such costs in a separate IRP proceeding. MECO requested a panel evidentiary hearing on ROACE, curtailment and technical studies, and pension expense. MECO also requested to partially stay the implementation of the final D&O, pending the presentation at the evidentiary hearing on its motion for partial reconsideration of the final D&O related to the ROACE reduction from 10.0% to 9.0% and the PUC’s final decision following the hearing. On July 2, 2013, the PUC issued an order denying MECO’s requests for an evidentiary hearing and for partial reconsideration, and dismissed MECO’s motion for partial stay. The order granted MECO’s motion for partial clarification to allow MECO to defer IRP costs incurred since June 2012, which through June 30, 2013 totaled approximately $0.7 million, until the level of costs are determined and a method of recovery is decided in the IRP proceeding.

 

Since the final rate increase was lower than the interim increase previously in effect, MECO recorded a charge, net of revenue taxes, of $7.6 million in the second quarter and will be refunding to customers approximately $9.7 million (which includes interest accrued since June 1, 2012) between September 2013 and October 2013. As a result of the D&O, in the second quarter MECO also recorded adjustments to reduce expenses by reducing employee benefits expenses by $1.8 million for adjustments to pension and OPEB costs, and to reclassify $0.7 million of IRP costs to deferred accounts.

 

As directed by the PUC, in June 2013, MECO filed documentation regarding the re-setting of its target heat rate to take into account the operation of the Auwahi wind farm and made its curtailment information available to the public on its website. In addition, as required by the final D&O, MECO will be filing by September 3, 2013, a System Improvement and Curtailment Reduction Plan. Management cannot predict any actions by the PUC as a result of these filings.

 

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Asset retirement obligations.  Asset retirement obligations (AROs) represent legal obligations associated with the retirement of certain tangible long-lived assets, are measured as the present value of the projected costs for the future retirement of specific assets and are recognized in the period in which the liability is incurred if a reasonable estimate of fair value can be made. HECO and its subsidiaries’ recognition of AROs have no impact on their earnings. The cost of the AROs is recovered over the life of the asset through depreciation. AROs recognized by HECO and its subsidiaries relate to obligations to retire plant and equipment, including removal of asbestos and other hazardous materials.

 

Changes to the ARO liability included in “Other liabilities” on HECO’s balance sheet were as follows:

 

 

 

Six months ended June 30

 

(in thousands)

 

2013

 

2012

 

Balance, beginning of period

 

$

48,431

 

$

50,871

 

Accretion expense

 

363

 

862

 

Liabilities incurred

 

 

 

Liabilities settled

 

(1,506

)

(2,217

)

Revisions in estimated cash flows

 

(916

)

 

Balance, end of period

 

$

46,372

 

$

49,516

 

 

6 · Cash flows

 

Six months ended June 30

 

2013

 

2012

 

(in millions)

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

Interest paid

 

$

30

 

$

29

 

Income taxes paid/(refunded)

 

(26

)

3

 

Supplemental disclosures of noncash activities

 

 

 

 

 

Additions to electric utility property, plant and equipment - Unpaid invoices and other

 

5

 

12

 

 

7 · Fair value measurements

 

See Note 9 “Fair value measurements,” of HEI’s “Notes to Consolidated Financial Statements” for discussions of fair value estimates, grouping of financial instruments and methods and assumptions used to estimate the fair value of short-term borrowings and long-term debt.

 

The estimated fair values of certain of the electric utilities’ financial instruments were as follows:

 

 

 

June 30, 2013

 

December 31, 2012

 

(in thousands)

 

Carrying
amount

 

Estimated
fair value
(Level 2)

 

Carrying
amount

 

Estimated
fair value
(Level 2)

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

Short-term borrowings - nonaffiliates

 

$

53,992

 

$

53,992

 

$

 

$

 

Long-term debt, net, including amounts due within one year

 

1,147,877

 

1,164,470

 

1,147,872

 

1,181,631

 

 

Fair value measurements on a nonrecurring basis.  From time to time, the utilities may be required to measure certain liabilities at fair value on a nonrecurring basis in accordance with GAAP. The fair value of the utilities ARO (Level 3) was determined by discounting the expected future cash flows using market-observable risk-free rates as adjusted by HECO’s credit spread. Also, see “Asset retirement obligations” in Note 5.

 

8 · Recent accounting pronouncements

 

Obligations resulting from joint and several liability.  In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date,” which provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance requires entities to measure these obligations as the sum of the

 

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amount the entity has agreed with co-obligors to pay and any additional amount it expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information. This guidance is effective for all fiscal years, and interim periods within those years, beginning after December 31, 2013.

 

HECO and its subsidiaries will retrospectively adopt ASU No. 2013-04 in the first quarter of 2014 and does not expect it to have a material impact on HECO and its subsidiaries’ results of operations, financial condition or liquidity.

 

Unrecognized tax benefit.  In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which clarifies that a liability for an unrecognized tax benefit should be presented as a reduction of a deferred tax asset when settlement of the liability with the taxing authority results in the reduction of a net operating loss or tax credit carryforward. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

HECO and its subsidiaries will prospectively adopt ASU No. 2013-11 in the first quarter of 2014 and does not expect it to have a material impact on the utilities’ results of operations, financial condition or liquidity.

 

9 · Credit agreement

 

HECO maintains an amended revolving noncollateralized credit agreement, which established a line of credit facility of $175 million, with a letter of credit sub-facility, expiring on December 5, 2016, with a syndicate of eight financial institutions. The credit facility will be maintained to support the issuance of commercial paper, but also may be drawn to repay HECO’s short-term indebtedness, to make loans to subsidiaries and for HECO’s capital expenditures, working capital and general corporate purposes.

 

10 · Reconciliation of electric utility operating income per HEI and HECO consolidated statements of income

 

 

 

Three months ended June 30

 

Six months ended June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Operating income from regulated and nonregulated activities before income taxes (per HEI consolidated statements of income)

 

$

61,138

 

$

61,496

 

$

114,091

 

$

118,750

 

Deduct:

 

 

 

 

 

 

 

 

 

Income taxes on regulated activities

 

(18,333

)

(18,574

)

(32,428

)

(35,939

)

Revenues from nonregulated activities

 

(1,895

)

(1,867

)

(4,971

)

(3,539

)

Add: Expenses from nonregulated activities

 

955

 

452

 

1,719

 

816

 

Operating income from regulated activities after income taxes (per HECO consolidated statements of income)

 

$

41,865

 

$

41,507

 

$

78,411

 

$

80,088

 

 

11· Consolidating financial information

 

HECO is not required to provide separate financial statements or other disclosures concerning HELCO and MECO to holders of the 2004 Debentures issued by HELCO and MECO to Trust III since all of their voting capital stock is owned, and their obligations with respect to these securities have been fully and unconditionally guaranteed, on a subordinated basis, by HECO. Consolidating information is provided below for these and other HECO subsidiaries for the periods ended and as of the dates indicated.

 

HECO also unconditionally guarantees HELCO’s and MECO’s obligations (a) to the State of Hawaii for the repayment of principal and interest on Special Purpose Revenue Bonds issued for the benefit of HELCO and MECO, (b) under their respective private placement note agreements and the HELCO notes and MECO notes issued thereunder and (c) relating to the trust preferred securities of Trust III (see Note 2 above). HECO is also obligated, after the satisfaction of its obligations on its own preferred stock, to make dividend, redemption and liquidation payments on HELCO’s and MECO’s preferred stock if the respective subsidiary is unable to make such payments.

 

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Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Income (Loss) (unaudited)

Three months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Operating revenues

 

$

521,730

 

106,374

 

100,689

 

 

 

$

728,793

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel oil

 

203,379

 

33,569

 

52,330

 

 

 

289,278

 

Purchased power

 

135,271

 

29,278

 

13,895

 

 

 

178,444

 

Other operation

 

48,084

 

10,146

 

7,954

 

 

 

66,184

 

Maintenance

 

19,651

 

4,301

 

3,388

 

 

 

27,340

 

Depreciation

 

25,001

 

8,547

 

5,042

 

 

 

38,590

 

Taxes, other than income taxes

 

49,287

 

9,960

 

9,512

 

 

 

68,759

 

Income taxes

 

12,886

 

3,060

 

2,387

 

 

 

18,333

 

Total operating expenses

 

493,559

 

98,861

 

94,508

 

 

 

686,928

 

Operating income

 

28,171

 

7,513

 

6,181

 

 

 

41,865

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

1,247

 

192

 

121

 

 

 

1,560

 

Equity in earnings of subsidiaries

 

8,667

 

 

 

 

(8,667

)

 

Other, net

 

702

 

167

 

111

 

(1

)

(39

)

940

 

Income tax benefits (expense)

 

41

 

(18

)

(15

)

 

 

8

 

Total other income (loss)

 

10,657

 

341

 

217

 

(1

)

(8,706

)

2,508

 

Interest and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

9,901

 

2,751

 

1,962

 

 

 

14,614

 

Amortization of net bond premium and expense

 

411

 

117

 

119

 

 

 

647

 

Other interest charges (credits)

 

(105

)

16

 

446

 

 

(39

)

318

 

Allowance for borrowed funds used during construction

 

(342

)

(43

)

(13

)

 

 

(398

)

Total interest and other charges

 

9,865

 

2,841

 

2,514

 

 

(39

)

15,181

 

Net income (loss)

 

28,963

 

5,013

 

3,884

 

(1

)

(8,667

)

29,192

 

Preferred stock dividend of subsidiaries

 

 

133

 

96

 

 

 

229

 

Net income (loss) attributable to HECO

 

28,963

 

4,880

 

3,788

 

(1

)

(8,667

)

28,963

 

Preferred stock dividends of HECO

 

270

 

 

 

 

 

270

 

Net income (loss) for common stock

 

$

28,693

 

4,880

 

3,788

 

(1

)

(8,667

)

$

28,693

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Comprehensive Income (Loss) (unaudited)

Three months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Net income (loss) for common stock

 

$

28,693

 

4,880

 

3,788

 

(1

)

(8,667

)

$

28,693

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits

 

5,016

 

681

 

622

 

 

(1,303

)

5,016

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes

 

(4,999

)

(680

)

(623

)

 

1,303

 

(4,999

)

Other comprehensive income (loss), net of taxes

 

17

 

1

 

(1

)

 

 

17

 

Comprehensive income (loss) attributable to common shareholder

 

$

28,710

 

4,881

 

3,787

 

(1

)

(8,667

)

$

28,710

 

 

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Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Income (Loss) (unaudited)

Three months ended June 30, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Operating revenues

 

$

567,527

 

111,741

 

108,417

 

 

 

$

787,685

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel oil

 

241,393

 

30,616

 

59,055

 

 

 

331,064

 

Purchased power

 

141,136

 

37,395

 

9,821

 

 

 

188,352

 

Other operation

 

44,621

 

9,948

 

9,947

 

 

 

64,516

 

Maintenance

 

20,542

 

4,885

 

5,808

 

 

 

31,235

 

Depreciation

 

22,737

 

8,301

 

5,095

 

 

 

36,133

 

Taxes, other than income taxes

 

55,440

 

10,423

 

10,441

 

 

 

76,304

 

Income taxes

 

13,361

 

2,831

 

2,382

 

 

 

18,574

 

Total operating expenses

 

539,230

 

104,399

 

102,549

 

 

 

746,178

 

Operating income

 

28,297

 

7,342

 

5,868

 

 

 

41,507

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

1,654

 

160

 

183

 

 

 

1,997

 

Equity in earnings of subsidiaries

 

8,250

 

 

 

 

(8,250

)

 

Other, net

 

1,173

 

117

 

144

 

(1

)

(18

)

1,415

 

Income tax benefits (expense)

 

(36

)

(18

)

2

 

 

 

(52

)

Total other income (loss)

 

11,041

 

259

 

329

 

(1

)

(8,268

)

3,360

 

Interest and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

10,190

 

2,913

 

2,220

 

 

 

15,323

 

Amortization of net bond premium and expense

 

429

 

108

 

124

 

 

 

661

 

Other interest charges

 

(167

)

20

 

66

 

 

(18

)

(99

)

Allowance for borrowed funds used during construction

 

(760

)

(64

)

(69

)

 

 

(893

)

Total interest and other charges

 

9,692

 

2,977

 

2,341

 

 

(18

)

14,992

 

Net income (loss)

 

29,646

 

4,624

 

3,856

 

(1

)

(8,250

)

29,875

 

Preferred stock dividend of subsidiaries

 

 

133

 

96

 

 

 

229

 

Net income (loss) attributable to HECO

 

29,646

 

4,491

 

3,760

 

(1

)

(8,250

)

29,646

 

Preferred stock dividends of HECO

 

270

 

 

 

 

 

270

 

Net income (loss) for common stock

 

$

29,376

 

4,491

 

3,760

 

(1

)

(8,250

)

$

29,376

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Comprehensive Income (Loss) (unaudited)

Three months ended June 30, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Net income (loss) for common stock

 

$

29,376

 

4,491

 

3,760

 

(1

)

(8,250

)

$

29,376

 

Other comprehensive income, net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits

 

3,364

 

518

 

412

 

 

(930

)

3,364

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes

 

(3,289

)

(511

)

(406

)

 

917

 

(3,289

)

Other comprehensive income, net of taxes

 

75

 

7

 

6

 

 

(13

)

75

 

Comprehensive income (loss) attributable to common shareholder

 

$

29,451

 

4,498

 

3,766

 

(1

)

(8,263

)

$

29,451

 

 

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Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Income (Loss) (unaudited)

Six months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Operating revenues

 

$

1,027,559

 

212,390

 

205,041

 

 

 

$

1,444,990

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel oil

 

425,346

 

66,505

 

102,527

 

 

 

594,378

 

Purchased power

 

246,426

 

59,400

 

25,982

 

 

 

331,808

 

Other operation

 

98,195

 

21,210

 

18,202

 

 

 

137,607

 

Maintenance

 

41,303

 

8,107

 

7,632

 

 

 

57,042

 

Depreciation

 

49,708

 

17,094

 

10,068

 

 

 

76,870

 

Taxes, other than income taxes

 

97,372

 

19,646

 

19,428

 

 

 

136,446

 

Income taxes

 

20,197

 

5,774

 

6,457

 

 

 

32,428

 

Total operating expenses

 

978,547

 

197,736

 

190,296

 

 

 

1,366,579

 

Operating income

 

49,012

 

14,654

 

14,745

 

 

 

78,411

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

2,230

 

330

 

215

 

 

 

2,775

 

Equity in earnings of subsidiaries

 

19,652

 

 

 

 

(19,652

)

 

Other, net

 

2,723

 

309

 

288

 

(1

)

(67

)

3,252

 

Income tax expense

 

(189

)

(41

)

(61

)

 

 

(291

)

Total other income (loss)

 

24,416

 

598

 

442

 

(1

)

(19,719

)

5,736

 

Interest and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

19,803

 

5,501

 

3,924

 

 

 

29,228

 

Amortization of net bond premium and expense

 

821

 

234

 

239

 

 

 

1,294

 

Other interest charges

 

52

 

85

 

563

 

 

(67

)

633

 

Allowance for borrowed funds used during construction

 

(910

)

(135

)

(83

)

 

 

(1,128

)

Total interest and other charges

 

19,766

 

5,685

 

4,643

 

 

(67

)

30,027

 

Net income (loss)

 

53,662

 

9,567

 

10,544

 

(1

)

(19,652

)

54,120

 

Preferred stock dividend of subsidiaries

 

 

267

 

191

 

 

 

458

 

Net income (loss) attributable to HECO

 

53,662

 

9,300

 

10,353

 

(1

)

(19,652

)

53,662

 

Preferred stock dividends of HECO

 

540

 

 

 

 

 

540

 

Net income (loss) for common stock

 

$

53,122

 

9,300

 

10,353

 

(1

)

(19,652

)

$

53,122

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Comprehensive Income (Loss) (unaudited)

Six months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Net income (loss) for common stock

 

$

53,122

 

9,300

 

10,353

 

(1

)

(19,652

)

$

53,122

 

Other comprehensive income (loss), net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits

 

10,347

 

1,440

 

1,279

 

 

(2,719

)

10,347

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes

 

(10,312

)

(1,441

)

(1,279

)

 

2,720

 

(10,312

)

Other comprehensive income (loss), net of taxes

 

35

 

(1

)

 

 

1

 

35

 

Comprehensive income (loss) attributable to common shareholder

 

$

53,157

 

9,299

 

10,353

 

(1

)

(19,651

)

$

53,157

 

 

47



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Income (Loss) (unaudited)

Six months ended June 30, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Operating revenues

 

$

1,098,140

 

224,068

 

213,415

 

 

 

$

1,535,623

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel oil

 

476,419

 

63,026

 

119,458

 

 

 

658,903

 

Purchased power

 

265,916

 

71,303

 

15,922

 

 

 

353,141

 

Other operation

 

84,569

 

18,963

 

22,833

 

 

 

126,365

 

Maintenance

 

41,378

 

9,134

 

10,761

 

 

 

61,273

 

Depreciation

 

45,308

 

16,737

 

10,570

 

 

 

72,615

 

Taxes, other than income taxes

 

105,993

 

20,886

 

20,420

 

 

 

147,299

 

Income taxes

 

25,324

 

7,054

 

3,561

 

 

 

35,939

 

Total operating expenses

 

1,044,907

 

207,103

 

203,525

 

 

 

1,455,535

 

Operating income

 

53,233

 

16,965

 

9,890

 

 

 

80,088

 

Other income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

3,235

 

285

 

417

 

 

 

3,937

 

Equity in earnings of subsidiaries

 

16,740

 

 

 

 

(16,740

)

 

Other, net

 

2,266

 

232

 

255

 

(2

)

(28

)

2,723

 

Income tax benefits

 

(65

)

(32

)

2

 

 

 

(95

)

Total other income (loss)

 

22,176

 

485

 

674

 

(2

)

(16,768

)

6,565

 

Interest and other charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

19,320

 

5,898

 

4,488

 

 

 

29,706

 

Amortization of net bond premium and expense

 

912

 

245

 

249

 

 

 

1,406

 

Other interest charges

 

(554

)

53

 

159

 

 

(28

)

(370

)

Allowance for borrowed funds used during construction

 

 (1,485

)

 (115

)

 (163

)

 —

 

 —

 

 (1,763

)

Total interest and other charges

 

18,193

 

6,081

 

4,733

 

 

(28

)

28,979

 

Net income (loss)

 

57,216

 

11,369

 

5,831

 

(2

)

(16,740

)

57,674

 

Preferred stock dividend of subsidiaries

 

 

267

 

191

 

 

 

458

 

Net income (loss) attributable to HECO

 

57,216

 

11,102

 

5,640

 

(2

)

(16,740

)

57,216

 

Preferred stock dividends of HECO

 

540

 

 

 

 

 

540

 

Net income (loss) for common stock

 

$

   56,676

 

11,102

 

5,640

 

(2

)

(16,740

)

$

   56,676

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Comprehensive Income (Loss) (unaudited)

Six months ended June 30, 2012

 

(in thousands)

 


HECO

 


HELCO

 

MECO

 

Other
subsidiaries 

 

Consolidating
adjustments

 

HECO
Consolidated

 

Net income (loss) for common stock

 

$

56,676

 

11,102

 

5,640

 

(2

)

(16,740

)

$

56,676

 

Other comprehensive income, net of taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: amortization of transition obligation, prior service credit and net losses recognized during the period in net periodic benefit cost, net of tax benefits

 

6,836

 

1,050

 

885

 

 

    (1,935

)

    6,836

 

Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes

 

(6,684

)

(1,037

)

(873

)

 

  1,910

 

  (6,684

)

Other comprehensive income, net of taxes

 

152

 

13

 

12

 

 

(25

)

152

 

Comprehensive income (loss) attributable to common shareholder

 

$

56,828

 

11,115

 

5,652

 

(2

)

 (16,765

)

$

56,828

 

 

48



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Balance Sheet (unaudited)

June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Utility plant, at cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

43,424

 

5,182

 

3,016

 

 

 

$

51,622

 

Plant and equipment

 

3,423,045

 

1,095,425

 

973,648

 

 

 

5,492,118

 

Less accumulated depreciation

 

(1,208,090

)

(445,035

)

(429,407

)

 

 

(2,082,532

)

Construction in progress

 

131,745

 

21,635

 

13,522

 

 

 

166,902

 

Net utility plant

 

2,390,124

 

677,207

 

560,779

 

 

 

3,628,110

 

Investment in wholly owned subsidiaries, at equity

 

503,388

 

 

 

 

(503,388

)

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,914

 

3,401

 

199

 

103

 

 

8,617

 

Advances to affiliates

 

18,000

 

9,600

 

 

 

(27,600

)

 

Customer accounts receivable, net

 

137,171

 

30,867

 

28,605

 

 

 

196,643

 

Accrued unbilled revenues, net

 

102,695

 

17,241

 

19,251

 

 

 

139,187

 

Other accounts receivable, net

 

15,027

 

2,308

 

1,420

 

 

(8,696

)

10,059

 

Fuel oil stock, at average cost

 

84,748

 

9,673

 

23,024

 

 

 

117,445

 

Materials and supplies, at average cost

 

35,848

 

6,816

 

15,560

 

 

 

58,224

 

Prepayments and other

 

26,194

 

5,805

 

6,385

 

 

(83

)

38,301

 

Regulatory assets

 

51,214

 

5,815

 

6,643

 

 

 

63,672

 

Total current assets

 

475,811

 

91,526

 

101,087

 

103

 

(36,379

)

632,148

 

Other long-term assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory assets

 

606,971

 

110,163

 

104,219

 

 

 

821,353

 

Unamortized debt expense

 

6,655

 

1,943

 

1,350

 

 

 

9,948

 

Other

 

45,995

 

9,281

 

14,984

 

 

 

70,260

 

Total other long-term assets

 

659,621

 

121,387

 

120,553

 

 

 

901,561

 

Total assets

 

$

4,028,944

 

890,120

 

782,419

 

103

 

(539,767

)

$

5,161,819

 

Capitalization and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalization

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock equity

 

$

1,484,504

 

271,013

 

232,272

 

103

 

(503,388

)

$

1,484,504

 

Cumulative preferred stock—not subject to mandatory redemption

 

22,293

 

7,000

 

5,000

 

 

 

34,293

 

Long-term debt, net

 

780,546

 

201,331

 

166,000

 

 

 

1,147,877

 

Total capitalization

 

2,287,343

 

479,344

 

403,272

 

103

 

(503,388

)

2,666,674

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings from nonaffiliates

 

53,992

 

 

 

 

 

53,992

 

Short-term borrowings from affiliate

 

9,600

 

 

18,000

 

 

(27,600

)

 

Accounts payable

 

101,725

 

23,747

 

25,405

 

 

 

150,877

 

Interest and preferred dividends payable

 

13,805

 

4,105

 

2,427

 

 

(12

)

20,325

 

Taxes accrued

 

152,905

 

33,299

 

32,646

 

 

 

218,850

 

Other

 

51,807

 

9,564

 

25,291

 

 

(8,767

)

77,895

 

Total current liabilities

 

383,834

 

70,715

 

103,769

 

 

(36,379

)

521,939

 

Deferred credits and other liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

330,551

 

74,285

 

52,116

 

 

 

456,952

 

Regulatory liabilities

 

222,193

 

70,171

 

34,890

 

 

 

327,254

 

Unamortized tax credits

 

42,396

 

13,508

 

13,622

 

 

 

69,526

 

Defined benefit pension and other postretirement benefit plans liability

 

449,039

 

78,265

 

77,722

 

 

 

 

605,026

 

Other

 

65,242

 

16,146

 

13,723

 

 

 

95,111

 

Total deferred credits and other liabilities

 

1,109,421

 

252,375

 

192,073

 

 

 

1,553,869

 

Contributions in aid of construction

 

248,346

 

87,686

 

83,305

 

 

 

419,337

 

Total capitalization and liabilities

 

$

4,028,944

 

890,120

 

782,419

 

103

 

(539,767

)

$

5,161,819

 

 

49



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Balance Sheet (unaudited)

December 31, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating 
adjustments

 

HECO
Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Utility plant, at cost

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

43,370

 

5,182

 

3,016

 

 

 

$

51,568

 

Plant and equipment

 

3,325,862

 

1,086,048

 

952,490

 

 

 

5,364,400

 

Less accumulated depreciation

 

(1,185,899

)

(433,531

)

(421,359

)

 

 

(2,040,789

)

Construction in progress

 

130,143

 

12,126

 

9,109

 

 

 

151,378

 

Net utility plant

 

2,313,476

 

669,825

 

543,256

 

 

 

3,526,557

 

Investment in wholly owned subsidiaries, at equity

 

497,939

 

 

 

 

(497,939

)

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

8,265

 

5,441

 

3,349

 

104

 

 

17,159

 

Advances to affiliates

 

9,400

 

18,050

 

 

 

(27,450

)

 

Customer accounts receivable, net

 

154,316

 

29,772

 

26,691

 

 

 

210,779

 

Accrued unbilled revenues, net

 

100,600

 

14,393

 

19,305

 

 

 

134,298

 

Other accounts receivable, net

 

33,313

 

1,122

 

3,016

 

 

(9,275

)

28,176

 

Fuel oil stock, at average cost

 

123,176

 

15,485

 

22,758

 

 

 

161,419

 

Materials and supplies, at average cost

 

31,779

 

5,336

 

13,970

 

 

 

51,085

 

Prepayments and other

 

21,708

 

5,146

 

6,011

 

 

 

32,865

 

Regulatory assets

 

42,675

 

4,056

 

4,536

 

 

 

51,267

 

Total current assets

 

525,232

 

98,801

 

99,636

 

104

 

(36,725

)

687,048

 

Other long-term assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory assets

 

601,451

 

109,815

 

102,063

 

 

 

813,329

 

Unamortized debt expense

 

7,042

 

2,066

 

1,446

 

 

 

10,554

 

Other

 

46,586

 

9,871

 

14,848

 

 

 

71,305

 

Total other long-term assets

 

655,079

 

121,752

 

118,357

 

 

 

895,188

 

Total assets

 

$

3,991,726

 

890,378

 

761,249

 

104

 

(534,664

)

$

5,108,793

 

Capitalization and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalization

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock equity

 

$

1,472,136

 

268,908

 

228,927

 

104

 

(497,939

)

$

1,472,136

 

Cumulative preferred stock—not subject to mandatory redemption

 

22,293

 

7,000

 

5,000

 

 

 

34,293

 

Long-term debt, net

 

780,546

 

201,326

 

166,000

 

 

 

1,147,872

 

Total capitalization

 

2,274,975

 

477,234

 

399,927

 

104

 

(497,939

)

2,654,301

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

 

 

 

 

Short-term borrowings from affiliate

 

18,050

 

 

9,400

 

 

(27,450

)

 

Accounts payable

 

134,651

 

27,457

 

24,716

 

 

 

186,824

 

Interest and preferred dividends payable

 

14,479

 

4,027

 

2,593

 

 

(7

)

21,092

 

Taxes accrued

 

174,477

 

38,778

 

37,811

 

 

 

251,066

 

Other

 

47,203

 

10,310

 

14,634

 

 

(9,268

)

62,879

 

Total current liabilities

 

388,860

 

80,572

 

89,154

 

 

(36,725

)

521,861

 

Deferred credits and other liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

302,569

 

68,479

 

46,563

 

 

 

417,611

 

Regulatory liabilities

 

218,437

 

67,359

 

36,278

 

 

 

322,074

 

Unamortized tax credits

 

39,827

 

13,450

 

13,307

 

 

 

66,584

 

Defined benefit pension and other postretirement benefit plans liability

 

459,765

 

80,686

 

79,754

 

 

 

620,205

 

Other

 

68,783

 

17,799

 

14,055

 

 

 

100,637

 

Total deferred credits and other liabilities

 

1,089,381

 

247,773

 

189,957

 

 

 

1,527,111

 

Contributions in aid of construction

 

238,510

 

84,799

 

82,211

 

 

 

405,520

 

Total capitalization and liabilities

 

$

3,991,726

 

890,378

 

761,249

 

104

 

(534,664

)

$

5,108,793

 

 

50



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Changes in Common Stock Equity (unaudited)

Six months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Balance, December 31, 2012

 

$

1,472,136

 

268,908

 

228,927

 

104

 

(497,939

)

$

1,472,136

 

Net income (loss) for common stock

 

53,122

 

9,300

 

10,353

 

(1

)

(19,652

)

53,122

 

Other comprehensive income (loss), net of taxes

 

35

 

(1

)

 

 

1

 

35

 

Common stock dividends

 

(40,789

)

(7,194

)

(7,008

)

 

14,202

 

(40,789

)

Balance, June 30, 2013

 

1,484,504

 

271,013

 

232,272

 

103

 

(503,388

)

1,484,504

 

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Changes in Common Stock Equity (unaudited)

Six months ended June 30, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Balance, December 31, 2011

 

$

1,402,841

 

280,468

 

235,568

 

107

 

(516,143

)

$

1,402,841

 

Net income (loss) for common stock

 

56,676

 

11,102

 

5,640

 

(2

)

(16,740

)

56,676

 

Other comprehensive income, net of taxes

 

152

 

13

 

12

 

 

(25

)

152

 

Common stock dividends

 

(36,522

)

(6,569

)

(4,373

)

 

10,942

 

(36,522

)

Common stock issue expenses

 

1

 

 

 

 

 

1

 

Balance, June 30, 2012

 

$

1,423,148

 

285,014

 

236,847

 

105

 

(521,966

)

$

1,423,148

 

 

51



Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Cash Flows (unaudited)

Six months ended June 30, 2013

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

53,662

 

9,567

 

10,544

 

(1

)

(19,652

)

$

54,120

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of subsidiaries

 

(19,702

)

 

 

 

19,652

 

(50

)

Common stock dividends received from subsidiaries

 

14,227

 

 

 

 

(14,202

)

25

 

Depreciation of property, plant and equipment

 

49,708

 

17,094

 

10,068

 

 

 

76,870

 

Other amortization

 

(160

)

716

 

2,328

 

 

 

2,884

 

Change in deferred income taxes

 

27,560

 

5,584

 

5,636

 

 

 

38,780

 

Change in tax credits, net

 

2,598

 

70

 

329

 

 

 

2,997

 

Allowance for equity funds used during construction

 

(2,230

)

(330

)

(215

)

 

 

(2,775

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

35,431

 

(2,281

)

(318

)

 

(579

)

32,253

 

Decrease (increase) in accrued unbilled revenues

 

(2,095

)

(2,848

)

54

 

 

 

(4,889

)

Decrease (increase) in fuel oil stock

 

38,428

 

5,812

 

(266

)

 

 

43,974

 

Increase in materials and supplies

 

(4,069

)

(1,480

)

(1,590

)

 

 

(7,139

)

Increase in regulatory assets

 

(25,647

)

(4,852

)

(7,087

)

 

 

(37,586

)

Decrease in accounts payable

 

(36,971

)

(2,513

)

(1,750

)

 

 

(41,234

)

Change in prepaid and accrued income and utility revenue taxes

 

(25,831

)

(6,171

)

(6,121

)

 

 

(38,123

)

Contributions to defined benefit pension and other postretirement benefit plans

 

(29,766

)

(5,389

)

(5,431

)

 

 

(40,586

)

Other increase in defined benefit pension and other postretirement benefit plans liability

 

30,929

 

5,261

 

5,385

 

 

 

41,575

 

Change in other assets and liabilities

 

(12,731

)

(3,171

)

5,929

 

 

579

 

(9,394

)

Net cash provided by (used in) operating activities

 

93,341

 

15,069

 

17,495

 

(1

)

(14,202

)

111,702

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(104,846

)

(22,367

)

(23,038

)

 

 

(150,251

)

Contributions in aid of construction

 

11,924

 

4,270

 

994

 

 

 

17,188

 

Other

 

623

 

 

 

 

 

623

 

Advances from (to) affiliates

 

(8,600

)

8,450

 

 

 

150

 

 

Net cash used in investing activities

 

(100,899

)

(9,647

)

(22,044

)

 

150

 

(132,440

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock dividends

 

(40,789

)

(7,194

)

(7,008

)

 

14,202

 

(40,789

)

Preferred stock dividends of HECO and subsidiaries

 

(540

)

(267

)

(191

)

 

 

(998

)

Net increase in short-term borrowings from nonaffiliates and affiliate with original maturities of three months or less

 

45,542

 

 

8,600

 

 

(150

)

53,992

 

Other

 

(6

)

(1

)

(2

)

 

 

(9

)

Net cash provided by (used in) financing activities

 

4,207

 

(7,462

)

1,399

 

 

14,052

 

12,196

 

Net decrease in cash and cash equivalents

 

(3,351

)

(2,040

)

(3,150

)

(1

)

 

(8,542

)

Cash and cash equivalents, beginning of period

 

8,265

 

5,441

 

3,349

 

104

 

 

17,159

 

Cash and cash equivalents, end of period

 

$

4,914

 

3,401

 

199

 

103

 

 

$

8,617

 

 

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Table of Contents

 

Hawaiian Electric Company, Inc. and Subsidiaries

Consolidating Statement of Cash Flows (unaudited)

Six months ended June 30, 2012

 

(in thousands)

 

HECO

 

HELCO

 

MECO

 

Other
subsidiaries

 

Consolidating
adjustments

 

HECO
Consolidated

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

57,216

 

11,369

 

5,831

 

(2

)

(16,740

)

$

57,674

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of subsidiaries

 

(16,790

)

 

 

 

16,740

 

(50

)

Common stock dividends received from subsidiaries

 

10,967

 

 

 

 

(10,942

)

25

 

Depreciation of property, plant and equipment

 

45,308

 

16,737

 

10,570

 

 

 

72,615

 

Other amortization

 

347

 

1,418

 

1,005

 

 

 

2,770

 

Change in deferred income taxes

 

31,673

 

5,857

 

4,994

 

 

 

42,524

 

Change in tax credits, net

 

2,641

 

125

 

114

 

 

 

2,880

 

Allowance for equity funds used during construction

 

(3,235

)

(285

)

(417

)

 

 

(3,937

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable

 

(17,653

)

(137

)

(702

)

 

7,534

 

(10,958

)

Increase in accrued unbilled revenues

 

(21,274

)

(6,456

)

(4,323

)

 

 

(32,053

)

Increase in fuel oil stock

 

(28,905

)

(514

)

(6,474

)

 

 

(35,893

)

Increase in materials and supplies

 

(6,172

)

(1,022

)

(405

)

 

 

(7,599

)

Increase in regulatory assets

 

(28,190

)

(3,234

)

(4,052

)

 

 

(35,476

)

Increase (decrease) in accounts payable

 

12,843

 

(6,938

)

26

 

 

 

5,931

 

Change in prepaid and accrued income and utility revenue taxes

 

(9,994

)

(6,347

)

(4,800

)

 

 

(21,141

)

Contributions to defined benefit pension and other postretirement benefit plans

 

(38,693

)

(6,536

)

(6,857

)

 

 

(52,086

)

Other increase in defined benefit pension and other postretirement benefit plans liability

 

22,947

 

4,089

 

4,130

 

 

 

 

31,166

 

Change in other assets and liabilities

 

(26,968

)

(3,432

)

18

 

(1

)

(7,534

)

(37,917

)

Net cash provided by (used in) operating activities

 

(13,932

)

4,694

 

(1,342

)

(3

)

(10,942

)

(21,525

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(111,011

)

(17,405

)

(13,202

)

 

 

(141,618

)

Contributions in aid of construction

 

23,693

 

2,327

 

961

 

 

 

26,981

 

Advances from (to) affiliates

 

(8,700

)

26,800

 

18,500

 

 

(36,600

)

 

Net cash provided by (used in) investing activities

 

(96,018

)

11,722

 

6,259

 

 

(36,600

)

(114,637

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock dividends

 

(36,522

)

(6,569

)

(4,373

)

 

10,942

 

(36,522

)

Preferred stock dividends of HECO and subsidiaries

 

(540

)

(267

)

(191

)

 

 

(998

)

Proceeds from issuance of long-term debt

 

327,000

 

31,000

 

59,000

 

 

 

417,000

 

Repayment of long-term debt

 

(219,580

)

(41,200

)

(67,720

)

 

 

(328,500

)

Net increase (decrease) in short-term borrowings from nonaffiliates and affiliate with original maturities of three months or less

 

(1,058

)

 

8,700

 

 

36,600

 

44,242

 

Other

 

(1,746

)

171

 

(354

)

 

 

(1,929

)

Net cash provided by (used in) financing activities

 

67,554

 

(16,865

)

(4,938

)

 

47,542

 

93,293

 

Net decrease in cash and cash equivalents

 

(42,396

)

(449

)

(21

)

(3

)

 

(42,869

)

Cash and cash equivalents, beginning of period

 

44,819

 

3,383

 

496

 

108

 

 

48,806

 

Cash and cash equivalents, end of period

 

$

2,423

 

2,934

 

475

 

105

 

 

$

5,937

 

 

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Table of Contents

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion updates “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in HEI’s and HECO’s Form 10-K for 2012 and should be read in conjunction with the 2012 annual consolidated financial statements of HEI and HECO and notes thereto included and incorporated by reference, respectively, in HEI’s and HECO’s 2012 Form 10-K, as well as the quarterly (as of and for the three and six months ended June 30, 2013) financial statements and notes thereto included in this Form 10-Q.

 

HEI Consolidated

 

RESULTS OF OPERATIONS

 

(in thousands, except per

 

Three months ended

June 30

 

%

 

Primary reason(s) for

 

share amounts)

 

2013

 

2012

 

change

 

significant change*

 

Revenues

 

$

796,730

 

$

854,268

 

(7

)

Decrease for the electric utility segment, partly offset by increase in bank segment

 

Operating income

 

82,370

 

79,406

 

4

 

Increase for the electric utility and bank segments and a reduced operating loss for the “other” segment

 

Net income for common stock

 

40,588

 

38,800

 

5

 

Higher operating income and lower “interest expense—other than on deposit liabilities and other bank borrowings” partly offset by lower AFUDC

 

Basic earnings per common share

 

$

0.41

 

$

0.40

 

2

 

Higher net income, partly offset by higher weighted average shares outstanding

 

Weighted-average number of common shares outstanding

 

98,660

 

96,693

 

2

 

Issuances of shares under the HEI Dividend Reinvestment and Stock Purchase Plan and other plans

 

 

(in thousands, except per

 

Six months ended

June 30

 

%

 

Primary reason(s) for

 

share amounts)

 

2013

 

2012

 

change

 

significant change*

 

Revenues

 

$

1,580,794

 

$

1,669,128

 

(5

)

Decrease for the electric utility segment, partly offset by increase in bank segment

 

Operating income

 

153,027

 

155,222

 

(1

)

Decrease for the electric utility segment, partly offset by an increase in the bank segment and a reduced operating loss for the “other” segment

 

Net income for common stock

 

74,267

 

77,116

 

(4

)

Lower operating income, higher “interest expense—other than on deposit liabilities and other bank borrowings” and lower AFUDC, partly offset by lower income taxes

 

Basic earnings per common share

 

$

0.75

 

$

0.80

 

(6

)

Lower net income and higher weighted average shares outstanding

 

Weighted-average number of common shares outstanding

 

98,399

 

96,430

 

2

 

Issuances of shares under the HEI Dividend Reinvestment and Stock Purchase Plan and other plans

 

 


*                 Also, see segment discussions which follow.

 

Notes:  The Company’s effective tax rates (combined federal and state) for the second quarters of 2013 and 2012 were 37%. The Company’s effective tax rates (combined federal and state) for the first six months of 2013 and 2012 were 36%.

 

HEI’s consolidated ROACE was 8.5% for the twelve months ended June 30, 2013 and 10.4% for the twelve months ended June 30, 2012.

 

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Table of Contents

 

Dividends.  The payout ratios for the first six months of 2013 and full year 2012 were 82% and 87%, respectively. HEI currently expects to maintain the dividend at its present level; however, the HEI Board of Directors evaluates the dividend quarterly and considers many factors in the evaluation, including but not limited to the Company’s results of operations, the long-term prospects for the Company, and current and expected future economic conditions.

 

Economic conditions.

 

Note: The statistical data in this section is from public third-party sources (e.g., Department of Business, Economic Development and Tourism (DBEDT); University of Hawaii Economic Research Organization (UHERO); U.S. Bureau of Labor Statistics; Blue Chip Economic Indicators; U.S. Energy Information Administration; Hawaii Tourism Authority (HTA); Honolulu Board of REALTORS® Bureau of Economic Analysis and national and local newspapers).

 

Hawaii’s tourism industry, a significant driver of Hawaii’s economy, set new records in 2012 and continues to grow in 2013, although at a slower pace. State visitor arrivals grew by 5.6% in the first half of 2013 over 2012. State visitor expenditures also grew, increasing by 6.9% in the first half of 2013 over 2012. Average daily hotel room rates also continued to rise, but hotel occupancies were weaker. The outlook for the visitor industry remains positive, but is expected to expand at a slower pace. The Hawaii Tourism Authority expects scheduled nonstop seats to Hawaii for the third quarter of 2013 to increase by 1.4% over the third quarter of 2012.

 

Hawaii’s unemployment rate continues to decline, falling to 4.6% in June 2013, lower than the state’s 6.0% rate in June 2012 and the June 2013 national unemployment rate of 7.6%.

 

Hawaii real estate activity, as indicated by the home resale market, strengthened in the first half of 2013. The median sales price for single family residential homes on Oahu increased by 0.8% and closed sales increased 11.6% in the first half of 2013 as compared to the same period in 2012. Oahu condominiums maintained strong momentum with median sales prices rising 6.8% and closed sales increasing 18.8% for the first half of 2013 as compared to the first half of 2012. The announcements of several new planned condominium projects in Honolulu were met with immediate interest, and several projects generated strong pre-sale demand.

 

Hawaii’s petroleum product prices reflect supply and demand in the Asia-Pacific region and the price of crude oil in international markets. The dramatic reduction in Japan’s nuclear production following the tragic earthquake and tsunami in March 2011 increased regional demand for energy supplies, including petroleum, and the prices of the utilities’ fuels have accordingly remained at the elevated 2011 level through 2012 and into 2013.

 

At its meeting on June 18-19, 2013, the Federal Open Market Committee (FOMC) announced that it expects to continue to hold the federal funds rate target at 0% to 0.25% for as long as the unemployment rate is above 6.5% and the inflation outlook remains no more than 0.5 percentage point above a longer-run 2% goal. The FOMC stated it will continue purchases of Treasury and agency mortgage-backed securities and employ other policy tools as appropriate to support progress toward the FOMC’s statutory mandate of maximum employment and price stability. In June 2013, however, Chairman Ben Bernanke indicated that if the economy continues improving, the Fed may slow its bond-buying program later this year and possibly end it in mid-2014, thereby putting upward pressure on interest rates.

 

Overall, Hawaii’s economy is expected to see increased growth in 2013 and 2014 with local economic growth supported by continued expansion of the visitor industry and recovery in the construction industry. U.S. budget cuts, continued uncertainty in global economies, heightened tensions in Asia and potential pandemics pose possible risks to local economic growth.

 

Despite economic improvement, the electric utilities’ KWH sales declined in 2012 and continued to decline in 2013. Based on expectations of additional customer renewable self-generation and energy-efficiency installations, the electric utilities’ 2013 and 2014 KWH sales are expected to further decline below 2012 levels.

 

Recent tax developments.  The Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010 contained major tax provisions that impacted the Company through 2012, including the 50% and 100% bonus depreciation provisions for qualified property that resulted in an estimated net increase in federal tax depreciation of $116 million for 2012 over depreciation to which the Company would otherwise be entitled without the bonus provisions. The additional depreciation is attributable to the utilities. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law and provided a one year extension of 50% bonus depreciation, which is estimated to increase the Company’s federal tax depreciation for 2013 by $120 million, primarily attributable to the utilities.

 

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Table of Contents

 

The Internal Revenue Service (IRS) issued proposed and temporary regulations that provide a general framework for determining whether expenditures are deductible as repairs, effective January 1, 2014. The IRS plans to issue final regulations related to repairs deductions in 2013. In the interim, the IRS has directed its examination teams to discontinue the current examination of these repairs issues and withdraw any proposed adjustments previously made in the examination of tax years prior to 2012. Once final regulations are issued, the Company will review the regulations and will analyze any subsequently issued transitional rules and guidance for their impacts and for the opportunities they present for the current and future years.

 

The IRS recently released a revenue procedure relating to deductions for repairs of generation property, which provides some guidance (that is elective) for taxpayers that own steam or electric generation property. This guidance defines the relevant components of generation property to be used in determining whether such component expenditures should be deducted as repairs or capitalized and depreciated by taxpayers. The revenue procedure also provides an extrapolation methodology that could be used by taxpayers in determining deductions for prior years’ repairs without going back to the specific documentation of those years. The guidance does not provide specific methods for determining the repairs amount. The utilities have begun to evaluate the costs and benefits of adopting this guidance, in order to determine whether and when the election should be made.

 

Health care reform.  On June 28, 2012, the US Supreme Court upheld the Patient Protection and Affordable Care Act, the 2010 health care reform law. Currently, Hawaii’s Prepaid Health Care Act generally provides greater benefits to employees and dependents because of cost sharing limitations. The Company will continue to comply with its obligations under these laws and to monitor the interaction of the state and federal laws.

 

Retirement benefits.  For the first six month of 2013, the Company’s defined benefit pension and other postretirement benefit plans’ assets generated a gain, after investment management fees, of 7.1%. The market value of these assets as of June 30, 2013 was $1.2 billion (including $1.1 billion for the utilities) compared to $1.1 billion at December 31, 2012 (including $1.0 billion for the utilities).

 

The Company estimates that the cash funding for its defined benefit pension and other postretirement benefit plans in 2013 will be $83 million ($81 million by the utilities, $2 million by HEI and nil by ASB), which is expected to fully satisfy the minimum contribution requirements, including requirements of the utilities’ pension and other postretirement benefits tracking mechanisms and the plans’ funding policies.

 

Commitments and contingencies.  See Note 4, “Bank subsidiary,” of HEI’s “Notes to Consolidated Financial Statements” and Note 5, “Commitments and contingencies,” of HECO’s “Notes to Consolidated Financial Statements.”

 

Recent accounting pronouncements.  See Note 11, “Recent accounting pronouncements,” of HEI’s “Notes to Consolidated Financial Statements.”

 

“Other” segment.

 

 

 

Three months
ended
June 30

 

Six months
ended
June 30

 

Primary reason(s) for

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

significant change

 

Revenues

 

$

15

 

$

(5

)

$

50

 

$

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(3,473

)

(3,964

)

(7,520

)

(8,314

)

Lower administrative and general expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(4,024

)

(4,765

)

(8,929

)

(9,626

)

Lower operating loss and interest expense

 

 

The “other” business segment includes results of the stand-alone corporate operations of HEI and American Savings Holdings, Inc. (ASHI), both holding companies; HEI Properties, Inc., a company holding passive, venture capital investments; and The Old Oahu Tug Service, Inc., a maritime freight transportation company that ceased operations in 1999; as well as eliminations of intercompany transactions.

 

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Table of Contents

 

FINANCIAL CONDITION

 

Liquidity and capital resources.  The Company believes that its ability to generate cash, both internally from electric utility and banking operations and externally from issuances of equity and debt securities, commercial paper and bank borrowings, is adequate to maintain sufficient liquidity to fund its contractual obligations and commercial commitments, its forecasted capital expenditures and investments, its expected retirement benefit plan contributions and other cash requirements for the foreseeable future.

 

The consolidated capital structure of HEI (excluding deposit liabilities and other bank borrowings) was as follows:

 

(dollars in millions)

 

June 30, 2013

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings—other than bank

 

$

126

 

4

%

$

84

 

3

%

Long-term debt, net—other than bank

 

1,423

 

44

 

1,423

 

45

 

Preferred stock of subsidiaries

 

34

 

1

 

34

 

1

 

Common stock equity

 

1,625

 

51

 

1,594

 

51

 

 

 

$

3,208

 

100

%

$

3,135

 

100

%

 

HEI’s short-term borrowings and HEI’s line of credit facility were as follows:

 

 

 

Six months ended
June 30, 2013

 

Balance

 

(in millions) 

 

Average balance

 

June 30, 2013

 

December 31, 2012

 

Short-term borrowings(1)

 

 

 

 

 

 

 

Commercial paper

 

$

81

 

$

72

 

$

84

 

Line of credit draws

 

 

 

 

Undrawn capacity under HEI’s line of credit facility (expiring December 5, 2016)

 

 

 

125

 

125

 

 


(1)         This table does not include HECO’s separate commercial paper issuances and line of credit facilities and draws, which are disclosed below under “Electric utility—Financial Condition—Liquidity and capital resources.” The maximum amount of HEI’s external short-term borrowings during the first six months of 2013 was $96 million. At July 31, 2013, HEI had $70 million in outstanding commercial paper and its line of credit facility was undrawn.

 

HEI has a line of credit facility of $125 million (see Note 12 of HEI’s “Notes to Consolidated Financial Statements”). There are customary conditions which must be met in order to draw on it, including compliance with its covenants (such as covenants preventing HEI’s subsidiaries from entering into agreements that restrict the ability of the subsidiaries to pay dividends to, or to repay borrowings from, HEI). In addition to customary defaults, HEI’s failure to maintain its financial ratios, as defined in the credit agreement, or meet other requirements may result in an event of default. For example, under the agreement, it is an event of default if HEI fails to maintain a nonconsolidated “Capitalization Ratio” (funded debt) of 50% or less (ratio of 18% as of June 30, 2013, as calculated under the agreement) and “Consolidated Net Worth” of at least $975 million (Net Worth of $1.7 billion as of June 30, 2013, as calculated under the agreement), or if HEI no longer owns HECO. The commitment fee and interest charges on drawn amounts under the credit agreement are subject to adjustment in the event of a change in HEI’s long-term credit ratings.

 

The Company raised $25 million through the issuance of approximately 0.9 million shares of common stock under the DRIP, the HEIRSP, ASB 401(k) Plan and other plans during the first six months of 2013.

 

In March 2013, HEI entered into equity forward transactions in which a forward counterparty borrowed 7 million shares of HEI’s common stock from third parties and such borrowed shares were sold pursuant to an HEI registered public offering. At June 30, 2013, the equity forward transactions could have been settled with physical delivery by HEI of 7 million newly-issued shares to the forward counterparty in exchange for cash of $178 million. HEI will not receive any proceeds from the sale of common stock until the equity forward transactions are settled. HEI anticipates physical settlement of the equity forward transactions before March 25, 2015, but the transactions may also be cash settled or net share settled.

 

On March 6, 2013, HEI issued $50 million of 3.99% Senior Notes due March 6, 2023 via a private placement.  HEI used the net proceeds from the issuance of the Senior Notes to refinance $50 million of its 5.25% medium-term notes that matured on March 7, 2013. The Senior Notes contain customary representation and warranties, affirmative

 

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and negative covenants, and events of default (the occurrence of which may result in some or all of the notes then outstanding becoming immediately due and payable) and provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s revolving noncollateralized credit agreement. For example, see discussion of “Capitalization Ratio” and “Consolidated Net Worth” above.

 

For the first six months of 2013, net cash provided by operating activities of consolidated HEI was $131 million. Net cash used by investing activities for the same period was $240 million, due to HECO’s consolidated capital expenditures, a net increase in ASB’s loans held for investment and purchases of investment and mortgage-related securities, partly offset by repayments of investment and mortgage-related securities, proceeds from sale of investment securities and HECO’s contributions in aid of construction. Net cash provided by financing activities during this period was $44 million as a result of several factors, including net increases in deposit liabilities and short-term borrowings and proceeds from the issuance of common stock under HEI plans, partly offset by the payment of common stock dividends. Other than capital contributions from their parent company, intercompany services (and related intercompany payables and receivables), HECO’s periodic short-term borrowings from HEI (and related interest) and the payment of dividends to HEI, the electric utility and bank segments are largely autonomous in their operating, investing and financing activities. (See the electric utility and bank segments’ discussions of their cash flows in their respective “Financial condition—Liquidity and capital resources” sections below.) During the first six months of 2013, HECO and ASB (via ASHI) paid cash dividends to HEI of $41 million and $20 million, respectively.

 

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

 

The Company’s results of operations and financial condition can be affected by numerous factors, many of which are beyond the Company’s control and could cause future results of operations to differ materially from historical results. For information about certain of these factors, see pages 48 to 49, 64 to 67, and 78 to 80 of HEI’s MD&A included in Part II, Item 7 of HEI’s 2012 Form 10-K.

 

Additional factors that may affect future results and financial condition are described on pages iv and v under “Forward-Looking Statements.”

 

MATERIAL ESTIMATES AND CRITICAL ACCOUNTING POLICIES

 

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ significantly from those estimates.

 

In accordance with SEC Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” management has identified the accounting policies it believes to be the most critical to the Company’s financial statements—that is, management believes that these policies are both the most important to the portrayal of the Company’s results of operations and financial condition, and currently require management’s most difficult, subjective or complex judgments.

 

For information about these material estimates and critical accounting policies, see pages 49 to 50, 67 to 68, and 80 to 81 of HEI’s MD&A included in Part II, Item 7 of HEI’s 2012 Form 10-K.

 

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Following are discussions of the results of operations, liquidity and capital resources of the electric utility and bank segments.

 

Electric utility

 

RESULTS OF OPERATIONS

 

Utility strategic progress.  In 2012 and the first six months of 2013, the utilities continued to make significant progress in implementing their renewable energy strategies to support Hawaii’s efforts to reduce its dependence on oil. The PUC issued several important regulatory decisions during the period, including a number of interim and final rate case decisions (see table in “Most recent rate proceedings” below).

 

The utilities are committed to achieving or exceeding the State’s Renewable Portfolio Standard goal of 40% renewable energy by 2030 (see “Renewable energy strategy” below). In addition, while it will not take precedence over the utilities’ work to increase their use of renewable energy, the utilities are also working with the State of Hawaii and other entities to examine the possibility of using liquefied natural gas as a cleaner and lower cost fuel to replace, at least in part, the petroleum oil that would otherwise be used for the remaining generation.

 

RegulatoryIn January 2013, the utilities and Consumer Advocate signed a settlement agreement (2013 Agreement), which the PUC approved with clarifications in March 2013 (2013 D&O). See “Utility projects” in Note 5 of HECO’s “Notes to Consolidated Financial Statements” and the discussion under “Most recent rate proceedings” below.

 

With PUC approval, decoupling was implemented by HECO on March 1, 2011, by HELCO on April 9, 2012 and by MECO on May 4, 2012. Decoupling is a regulatory model that is intended to facilitate meeting the State of Hawaii’s goals to transition to a clean energy economy and achieve an aggressive renewable portfolio standard. The decoupling model implemented in Hawaii delinks revenues from sales and includes annual revenue adjustments for certain O&M expenses and rate base changes. The decoupling mechanism has three components: (1) a sales decoupling component via a revenue balancing account (RBA), (2) a revenue escalation component via a RAM and (3) an earnings sharing mechanism, which would provide for a reduction of revenues between rate cases in the event the utility exceeds the ROACE allowed in its most recent rate case. Decoupling provides for more timely cost recovery and earning on investments. The implementation of decoupling has resulted in an improvement in the utilities’ under-earning situation that has existed over the last several years. Prior to and during the transition to decoupling, however, the utilities’ returns have been well below PUC-allowed returns.

 

Under decoupling, the most significant drivers for improving earnings are:

 

1.              completing major capital projects within PUC approved amounts and on schedule;

2.              managing O&M expenses relative to authorized O&M adjustments; and

3.              regulatory outcomes that cover O&M requirements and rate base items not included in the RAMs.

 

On May 31, 2013, as provided for in its original order issued in 2010 approving decoupling and citing three years of implementation experience for HECO, the PUC opened an investigative docket to review whether the decoupling mechanism is functioning as intended. The PUC affirmed its support for the continuation of the sales decoupling (RBA) mechanism and stated its interest in evaluating the RAM to ensure it provides the appropriate balance of risks, costs, incentives and performance requirements, as well as administrative efficiency and whether the current interest rate applied to the outstanding RBA balance is reasonable. HECO, HELCO, MECO and the Consumer Advocate are named as parties to this proceeding and filed a joint statement of position that any material changes to the current decoupling mechanism should be made prospectively after 2016 unless the utilities and the Consumer Advocate mutually agree to the change in this proceeding. Several parties have filed motions to intervene.

 

The utilities’ five-year 2013-2017 forecast reflects net capital expenditures of $2.9 billion and a compounded near-term annual rate base growth rate in the range of 5% to 10%. Many of the major initiatives within this forecast are expected to be completed beyond the 5-year period. Major initiatives which comprise approximately 35% of the 5-year plan include projects relating to: (1) environmental compliance; (2) fuel infrastructure investments; (3) new generation; and (4) infrastructure investments to integrate more energy from renewables into the system. Estimates for these initiatives could change over time, based on external factors such as the timing and scope of environmental regulations, unforeseen delays in permitting and the outcome of competitive bidding for new generation.

 

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Actual and PUC-allowed (as of June 30, 2013) returns were as follows:

 

%

 

Return on rate base (RORB)*

 

ROACE**

 

Rate-making ROACE***

 

Twelve months ended June 30, 2013

 

HECO

 

HELCO

 

MECO

 

HECO

 

HELCO

 

MECO

 

HECO

 

HELCO

 

MECO

 

Utility returns

 

7.73

 

6.54

 

7.01

 

6.80

 

5.18

 

7.39

 

10.05

 

7.02

 

8.60

 

PUC-allowed returns

 

8.11

 

8.31

 

7.34

 

10.00

 

10.00

 

9.00

 

10.00

 

10.00

 

9.00

 

Difference

 

(0.38

)

(1.77

)

(0.33

)

(3.20

)

(4.82

)

(1.61

)

0.05

 

(2.98

)

(0.40

)

 


*                 Based on recorded operating income and average rate base, both adjusted for items not included in determining electric rates.

**          Recorded net income divided by average common equity.

***   ROACE adjusted to remove items not included by the PUC in establishing rates, such as the write-off of $40 million of CIS project costs, executive bonuses and advertising.

 

The approval of decoupling by the PUC has helped the utilities to gradually improve their ROACEs, which in turn will facilitate the utilities’ ability to effectively raise capital for needed infrastructure investments. However, the utilities continue to expect an ongoing structural gap between their PUC-allowed ROACEs and the ROACEs they actually achieve due to the following:

 

1) the timing of general rate case decisions,

2) the effective date of the RAMs,

3) the 5-year historical average for baseline plant additions, and

4) the PUC’s consistent exclusion of certain expenses from rates.

 

The structural gap in 2014 to 2016 is expected to be 80 to 110 basis points, an improvement of 40 basis points from management’s prior expectations. The improvement is due to the change in the timing of the recognition of the RAM revenues in 2014 to 2016 as defined in the 2013 Agreement. For 2013, the expected structural gap remains unchanged at 120 to 150 basis points. Between rate cases, items not covered by the annual RAMs could also have a negative impact on the actual ROACEs achieved by the utilities (primarily investments in software projects, changes in fuel inventory and O&M in excess of indexed escalations). The specific magnitude of the impact will depend on various factors, including the size of software projects, changes in fuel prices and management’s ability to manage costs within the current mechanisms.

 

Management expects the earned ROACE to gradually improve from 2014 to 2016.

 

As part of decoupling, HECO also tracks its rate-making ROACE as calculated under the earnings sharing mechanism and which includes only items considered in establishing rates. Earnings over and above the ROACE allowed by the PUC are shared between HECO and its ratepayers on a tiered basis. For 2012, HECO’s rate-making ROACE was 10.70%, which was above the PUC allowed 10% ROACE and triggered its earnings sharing mechanism. As a result, HECO will credit its customers $2.6 million for their portion of the earnings sharing. HECO’s 2012 rate-making ROACE of 10.70% included various adjustments to HECO’s actual ROACE of 7.57% such as the exclusion of the $40 million of CIS project costs pursuant to the 2013 Agreement, and of other expenses not considered in establishing electric rates (e.g., executive bonuses and advertising). HELCO’s rate-making ROACE was 7.79% and MECO’s rate-making ROACE was 6.69%, which did not trigger the earnings sharing mechanism.

 

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Annual decoupling filings.  On May 31, 2013, the PUC approved the revised annual decoupling filings for tariffed rates for HECO, HELCO and MECO that will be effective from June 1, 2013 through May 31, 2014. The amounts approved as noted below reflect the electric utilities’ agreements with the position of the Consumer Advocate. The revised tariffed rates include:

 

(in millions)

 

HECO

 

HELCO

 

MECO

 

Annual incremental RAM adjusted revenues

 

 

 

 

 

 

 

Operations and maintenance

 

$

3.9

 

$

0.9

 

$

1.0

 

Invested capital

 

27.5

 

1.2

 

2.4

 

Total annual incremental RAM adjusted revenues

 

$

31.4

 

$

2.1

 

$

3.4

 

Accrued earnings sharing credits to be refunded

 

$

(2.6

)

$

 

$

 

Accrued RBA balance as of December 31, 2012 (and associated revenue taxes) to be collected

 

$

55.4

 

$

4.9

 

$

5.8

 

 

Results.

 

Three months ended
June 30

 

Increase

 

 

 

2013

 

2012

 

(decrease)

 

(in millions)

 

$

731

 

$

790

 

$

(59

)

Revenues. Decrease largely due to:

 

 

 

 

 

$

(56

)

Lower fuel prices and lower KWH sales adjusted for decoupling mechanisms and revenue taxes

 

 

 

 

 

2

 

Interim rate increase granted to MECO in its 2012 test year rate case

 

 

 

 

 

(8

)

MECO test year 2012 final (refund)

 

 

 

 

 

1

 

Interim and final rate increases granted to HECO in its 2011 test year rate case

 

 

 

 

 

 

 

 

 

289

 

331

 

(42

)

Fuel oil expense. Decrease largely due to lower fuel costs and less KWHs generated

 

 

 

 

 

 

 

 

 

178

 

188

 

(10

)

Purchased power expense. Decrease largely due to lower purchased power energy costs, partially offset by higher KWH purchased

 

 

 

 

 

 

 

 

 

94

 

96

 

(2

)

Other operation and maintenance expenses. Decrease largely due to:

 

 

 

 

 

4

 

Higher customer service expenses

 

 

 

 

 

2

 

Reversal of 2011 expenses for the 200 MW RFP and CIS deferral costs in 2012

 

 

 

 

 

(3

)

MECO final decision adjustments for deferral of pension/OPEB and IRP expenses

 

 

 

 

 

(4

)

Decrease due to timing of overhauls

 

 

 

 

 

 

 

 

 

109

 

113

 

(4

)

Other expenses. Decrease largely due to lower taxes other than income taxes due to lower operating revenues, partially offset by higher depreciation due to an increase in plant additions

 

 

 

 

 

 

 

 

 

61

 

62

 

(1

)

Operating income. Slight decrease due to MECO 2012 test year refund, partially offset by lower O&M, MECO interim and HECO rate increases

 

 

 

 

 

 

 

 

 

29

 

29

 

 

Net income for common stock. Slight decrease largely due to lower operating income

 

 

 

 

 

 

 

 

 

2,247

 

2,257

 

(10

)

Kilowatthour sales (millions)

 

69.3

 

68.0

 

1.3

 

Wet-bulb temperature (Oahu average; degrees Fahrenheit)

 

1,114

 

1,150

 

(36

)

Cooling degree days (Oahu)

 

$

129.94

 

$

145.27

 

$

(15.33

)

Average fuel oil cost per barrel

 

 

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Six months ended
June 30

 

Increase

 

 

 

2013

 

2012

 

(decrease)

 

(in millions)

 

$

1,450

 

$

1,539

 

$

(89

)

Revenues. Decrease largely due to:

 

 

 

 

 

$

(93

)

Lower fuel prices and lower KWH sales adjusted for decoupling mechanisms and revenue taxes

 

 

 

 

 

5

 

Interim rate increase granted to MECO in its 2012 test year rate case

 

 

 

 

 

(8

)

MECO test year 2012 final (refund)

 

 

 

 

 

2

 

Interim and final rate increases granted to HECO in its 2011 test year rate case

 

 

 

 

 

 

 

 

 

594

 

659

 

(65

)

Fuel oil expense. Decrease largely due to lower fuel costs and less KWHs generated

 

 

 

 

 

 

 

 

 

332

 

353

 

(21

)

Purchased power expense. Decrease largely due to lower purchased power energy costs, less KWH purchased and lower purchase capacity/non-fuel charges

 

 

 

 

 

 

 

 

 

195

 

188

 

7

 

Other operation and maintenance expenses. Increase largely due to:

 

 

 

 

 

9

 

Higher customer service expenses

 

 

 

 

 

3

 

Higher employee benefit costs

 

 

 

 

 

2

 

Reversal of 2011 expenses for the 200 MW RFP and CIS deferral costs in 2012

 

 

 

 

 

(3

)

2012 increase in general liability reserve for an environmental matter

 

 

 

 

 

(3

)

MECO final decision adjustments for deferral of pension/OPEB and IRP expenses

 

 

 

 

 

(4

)

Decrease due to timing of overhauls

 

 

 

 

 

 

 

 

 

215

 

220

 

(5

)

Other expenses. Decrease largely due to lower taxes other than income taxes due to lower operating revenues, partially offset by higher depreciation due to an increase in plant additions

 

 

 

 

 

 

 

 

 

114

 

119

 

(5

)

Operating income. Decrease largely due to MECO 2012 test year refund, higher O&M, partly offset by MECO interim and HECO rate increases

 

 

 

 

 

 

 

 

 

53

 

57

 

(4

)

Net income for common stock. Decrease largely due to lower operating income

 

 

 

 

 

 

 

 

 

4,370

 

4,508

 

(138

)

Kilowatthour sales (millions)

 

67.6

 

67.6

 

 

Wet-bulb temperature (Oahu average; degrees Fahrenheit)

 

1,903

 

2,011

 

(108

)

Cooling degree days (Oahu)

 

$

131.49

 

$

139.63

 

$

(8.14

)

Average fuel oil cost per barrel

 

450,455

 

448,001

 

2,472

 

Customer accounts (end of period)

 

 

Note:  The electric utilities had effective tax rates for the second quarters of 2013 and 2012 of 39% and 38%, respectively, and for the first six months of 2013 and 2012 of 38%.

 

HECO’s consolidated ROACE was 6.6% for the twelve months ended June 30, 2013 and 8.7% for the twelve months ended June 30, 2012.

 

Other operation and maintenance expenses (excluding expenses covered by surcharges or by third parties) for 2013 are projected to be flat to approximately 1% over prior year, as the electric utilities expect to manage expenses to near-2012 levels.

 

See “Economic conditions” in the “HEI Consolidated” section above.

 

Most recent rate proceedingsUnless otherwise agreed or ordered, each electric utility shall initiate a rate proceeding every third year (on a staggered basis) to allow the PUC and the Consumer Advocate to regularly evaluate decoupling and the utility to request electric rate increases to cover rising operating costs and the cost of plant and equipment, including the cost of new capital projects to maintain and improve service reliability. The PUC may grant an interim increase within 10 to 11 months following the filing of an application, but there is no guarantee of such an interim increase and interim amounts collected are refundable, with interest, to the extent they exceed the amount approved in the PUC’s final D&O. The timing and amount of any final increase is determined at the discretion of the PUC. The adoption of revenue, expense, rate base and cost of capital amounts (including the ROACE and RORB) for purposes of an interim rate increase does not commit the PUC to accept any such amounts in its final D&O.

 

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The following table summarizes certain details of each utility’s most recent rate cases, including the details of the increases requested, whether the utility and the Consumer Advocate reached a settlement that they proposed to the PUC, the details of any granted interim and final PUC D&O increases, and whether an interim or final PUC D&O remains pending.

 

Test year
(dollars in millions)

 

Date
(applied/
implemented)

 

Amount

 

% over 
rates in 
effect

 

ROACE
(%)

 

RORB
(%)

 

Rate base

 

Common
equity
%

 

Stipulated 
agreement 
reached with
Consumer
Advocate

 

HECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Request

 

7/30/10

 

$

113.5

 

6.6

 

10.75

 

8.54

 

$

1,569

 

56.29

 

Yes

 

Interim increase

 

7/26/11

 

53.2

 

3.1

 

10.00

 

8.11

 

1,354

 

56.29

 

 

 

Interim increase (adjusted)

 

4/2/12

 

58.2

 

3.4

 

10.00

 

8.11

 

1,385

 

56.29

 

 

 

Interim increase (adjusted)

 

5/21/12

 

58.8

 

3.4

 

10.00

 

8.11

 

1,386

 

56.29

 

 

 

Final increase

 

9/1/12

 

58.1

 

3.4

 

10.00

 

8.11

 

1,386

 

56.29

 

 

 

HELCO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2010 (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Request

 

12/9/09

 

$

20.9

 

6.0

 

10.75

 

8.73

 

$

487

 

55.91

 

Yes

 

Interim increase

 

1/14/11

 

6.0

 

1.7

 

10.50

 

8.59

 

465

 

55.91

 

 

 

Interim increase (adjusted)

 

1/1/12

 

5.2

 

1.5

 

10.50

 

8.59

 

465

 

55.91

 

 

 

Final increase

 

4/9/12

 

4.5

 

1.3

 

10.00

 

8.31

 

465

 

55.91

 

 

 

2013 (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Request

 

8/16/12

 

$

19.8

 

4.2

 

10.25

 

8.30

 

$

455

 

57.05

 

 

 

Closed

 

3/27/13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Request

 

7/22/11

 

$

27.5

 

6.7

 

11.00

 

8.72

 

$

393

 

56.85

 

Yes

 

Interim increase

 

6/1/12

 

13.1

 

3.2

 

10.00

 

7.91

 

393

 

56.86

 

 

 

Final increase

 

8/1/13

 

5.3

 

1.3

 

9.00

 

7.34

 

393

 

56.86

 

 

 

 


Note:  The “Request Date” reflects the application filing date for the rate proceeding. All other line items reflect the effective dates of the revised schedules and tariffs as a result of PUC-approved increases.

 

(1)         HECO filed a request with the PUC for a general rate increase of $113.5 million, based on depreciation rates and methodology as proposed by HECO in a separate depreciation proceeding. HECO’s request was primarily to pay for major capital projects and higher O&M costs to maintain and improve service reliability and to recover the costs for several proposed programs to help reduce Hawaii’s dependence on imported oil, and to further increase reliability and fuel security.

 

The $53.2 million, $58.2 million, and $58.8 million interim increases, and the $58.1 million final increase, include the $15 million in annual revenues that were being recovered through the decoupling RAM prior to the first interim increase.

 

(2)         HELCO’s request was primarily to cover investments for system upgrade projects, two major transmission line upgrades and increasing O&M expenses. On February 8, 2012, the PUC issued a final D&O, which reflected the approval of decoupling and cost-recovery mechanisms, and on February 21, 2012, HELCO filed its revised tariffs to reflect the increase in rates. On April 4, 2012, the PUC issued an order approving the revised tariffs, which became effective April 9, 2012. HELCO implemented the decoupling mechanism and began tracking the target revenues and actual recorded revenues via a revenue balancing account. HELCO also reset the heat rates and implemented heat rate deadbands and the PPAC, which provides a surcharge mechanism that more closely aligns cost recovery with costs incurred. The revised tariffs reflect a lower increase in annual revenue requirement compared to the interim increase due to factors that became effective concurrently with the revised tariffs (lower depreciation rates and lower ROACE) and therefore, no refund to customers was required.

 

(3)         HELCO’s request was required to pay for O&M expenses and additional investments in plant and equipment required to maintain and improve system reliability and to cover the increased costs to support the integration of more renewable energy generation. As a result of the 2013 Agreement and 2013 D&O (described below), the rate case was withdrawn and the docket has been closed.

 

(4)         MECO’s request was required to pay for O&M expenses and additional investments in plant and equipment required to maintain and improve system reliability and to cover the increased costs to support the integration of more renewable energy generation. See discussion on final D&O, including the refund to customers in September and October 2013 required as a result of the final D&O, in Note 5 of HECO’s “Notes to Consolidated Financial Statements.”

 

HECO 2011 test year rate case.  In the HECO 2011 test year rate case, the PUC had granted HECO’s request to defer CIS project operation and maintenance (O&M) expenses (limited to $2,258,000 per year in 2011 and 2012) that were to be subject to a regulatory audit of project costs, and allowed HECO to accrue AFUDC on these deferred costs until the completion of the regulatory audit.

 

On January 28, 2013, HECO, HELCO, MECO and the Consumer Advocate entered into the 2013 Agreement to, among other things, write-off $40 million of CIS Project costs in lieu of conducting the regulatory audits of the

 

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CIP CT-1 and the CIS projects, with the remaining recoverable costs for the projects of $52 million to be included in rate base as of December 31, 2012. The parties agreed that HELCO would withdraw its 2013 test year rate case and not file a rate case until its next turn in the rate case cycle, for a 2016 test year, and HECO would delay the filing of its scheduled 2014 test year rate case to no earlier than January 2, 2014. The parties also agreed that, starting in 2014, HECO will be allowed to record RAM revenues starting on January 1 of 2014, 2015 and 2016. On March 19, 2013, the PUC issued its 2013 D&O approving the 2013 Agreement, with clarifications. See “Utility projects” in Note 5 of HECO’s “Notes to Consolidated Financial Statements” for additional information on the 2013 Agreement and the 2013 D&O and their effects.

 

MECO 2012 test year rate caseSee “MECO 2012 test year rate case” in Note 5 of HECO’s “Notes to Consolidated Financial Statements” for information on the PUC’s final D&O.

 

Integrated Resource Planning.  In June 2013, HECO, HELCO and MECO filed their 2013 integrated resource planning (IRP) report and five-year action plans detailing plans to meet future electricity needs for the islands of Oahu, Maui, Molokai, Lanai and Hawaii. IRP aims to develop long-range 20-year resource plans for meeting energy needs under various scenarios and then to develop near-term actions for implementation over the next five years. The 2013 IRP process was the first IRP to employ scenario planning, as well as an independent entity that facilitated and provided oversight of the process, since the PUC revised the IRP Framework in March 2012. The IRP process included input from a community advisory group established by the PUC of almost 70 business, community, and government, environmental and other leaders. The utilities also held two rounds of public meetings on the islands of Oahu, Maui, Molokai, Lanai and Hawaii to seek comments from the general public, in addition to 17 meetings with the advisory group.

 

The overarching goals of the action plans filed are lowering costs to customers, replacing expensive oil with cleaner sources of energy, modernizing the electric grid, and looking out for the interests of all customers. Significant action plan items include:

 

·                  Lowering costs to customers by accelerating the development of low-cost, fast-track, utility-scale renewable energy projects, including solar and wind facilities.

·                  Deactivating (i.e., removing from service with the possibility of reactivating in the future in a major emergency for example) older, less efficient oil-fired power plant units, to help lower costs and increase the use of renewable energy generation. This includes Honolulu Power Plant and two of four generating units at Maui’s Kahului Power Plant by 2014, as well as two generators at Oahu’s Waiau Power Plant by 2016. In addition, all units at Kahului Power Plant would be fully retired by 2019. Hawaii Island’s Shipman Plant is already deactivated and will be retired in 2014.

·                  Converting or replacing power plants that are not deactivated to use cost-effective, cleaner fuels, including renewable biomass or biofuel and liquefied natural gas.

·                  Supporting the state’s efforts to procure cheaper, cleaner, liquefied natural gas to replace the use of oil in making electricity.

·                  Increasing the capability of utility grids to accept additional customer-sited renewable generation, especially roof-top photovoltaic systems, while protecting safety, reliability and fairness of electric service for all customers.

·                  Developing “smart” grids for all three companies to improve customer service, integrate more renewable energy, and enable customers to better control their electric bills. Major components of the smart grid include installing smart meters for all customers (with opt-out provisions) in the 2017-2018 timeframe, automating the grid, and developing utility energy storage systems.

 

In July 2013, the Independent Entity, the person selected by the PUC to provide unbiased oversight of the IRP, filed a report to the PUC documenting his evaluation of the IRP process. The evaluation recognizes that the IRP report and action plans are compliant with many IRP Framework requirements and provides substantial analysis addressing the Principal Issues, which were issues and questions identified by the PUC to be addressed in the IRP process. However, the Independent Entity did not certify that the IRP process was conducted consistent with all provisions of the IRP Framework or that it fully addressed the Principal Issues. Under the IRP Framework, the PUC should issue a decision (with approval, partial approval, rejection, modifications and/or other directives) on the action plans within six months after the utilities’ IRP filing, unless the PUC determines that an evidentiary hearing is warranted.

 

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Renewable energy strategy.  The utilities’ policy is to support efforts to increase renewable energy in Hawaii. The utilities believe their actions will help stabilize customer bills as they become less dependent on costly and price-volatile fossil fuel. The utilities’ renewable energy strategy will also allow them to meet Hawaii’s RPS law, which requires electric utilities to meet an RPS of 10%, 15%, 25% and 40% by December 31, 2010, 2015, 2020 and 2030, respectively. HECO met the 10% RPS for 2010 with a consolidated RPS of 20.7%, including savings from energy efficiency programs and solar water heating (or 9.5% without DSM energy savings). Energy savings resulting from DSM energy efficiency programs and solar water heating will not count toward the RPS after 2014. For 2012, HECO achieved an RPS without DSM energy savings of 13.9%, primarily through a comprehensive portfolio of renewable energy power purchase agreements, net energy metering programs and biofuels. The utilities believe they are on track to meet the 2015 RPS.

 

Recent developments in the utilities’ renewable energy strategy include the following (also see the projects discussed under “Renewable Energy Projects” in Note 5 of HECO’s “Notes to Consolidated Financial Statements”):

 

·                  In February 2011, the PUC opened dockets related to HECO’s and MECO’s plans to proceed with competitive bidding processes to acquire up to approximately 300 MW and 50 MW, respectively, of new, renewable firm dispatchable capacity generation resources. In July 2013, the PUC closed the HECO and MECO RFPs, stating that the RFPs and related proceedings appear to be premature. The PUC will consider future requests by HECO or MECO to open another proceeding to conduct an RFP for generation upon demonstration of need and a plan focused on customer needs.

·                  In July 2011, the PUC directed HECO to submit a draft RFP for the PUC’s consideration for a competitive bidding process for 200 MW or more of renewable energy to be delivered to, or to be sited on, the island of Oahu. In October 2011, HECO filed a draft RFP with the PUC. In July 2013, the PUC issued orders related to the 200 MW RFP (see Note 5 of HECO’s “Notes to Consolidated Financial Statements” for additional information).

·                  In August 2011, HECO signed a 20-year contract, subject to PUC approval, with Hawaii BioEnergy to supply 10 million gallons per year of biocrude at Kahe Power Plant to begin within five years of PUC approval. In 2011, HECO also signed other contracts, subject to PUC approval, for lesser amounts of biocrude and for biodiesel for testing or operations.

·                  In September 2011, the PUC denied the utilities’ requested approval of HELCO’s contract with Aina Koa Pono-Ka’u LLC (AKP) citing the higher cost of the biofuel over the cost of petroleum diesel. In August 2012, HELCO signed a new 20-year contract with AKP, subject to PUC approval, to supply 16 million gallons of biodiesel per year with initial consumption expected to begin in 2017 or later. HELCO filed an application for approval of this contract in August 2012.

·                  In May 2012, the PUC approved HECO’s 3-year biodiesel supply contract with Renewable Energy Group for continued biodiesel supply to CT-1 of 3 million to 7 million gallons per year.

·                  In May 2012, MECO began purchasing wind energy from the 21 MW Kaheawa Wind Power II, LLC facility, which went into commercial operation in July 2012.

·                  In May 2012, HECO signed a contract, which was approved by the PUC, with the City and County of Honolulu to purchase an additional 27 MW of capacity and energy from an expanded waste-to-energy HPower facility, which was placed in service in April 2013.

·                  In May 2012, HELCO signed a power purchase agreement, subject to PUC approval, with Hu Honua Bioenergy for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii.

·                  In May 2012, the PUC instituted a proceeding for a competitive bidding process for up to 50 MW of firm renewable geothermal dispatchable energy (Geothermal RFP) on the island of Hawaii. In February 2013, HELCO issued the Final Geothermal RFP. Six bids were received in April 2013 and are being evaluated.

·                  In August 2012, the battery facility at a 30 MW Kahuku wind farm experienced a fire and HECO has not purchased wind energy from the wind farm since then.

·                  In August 2012, the PUC approved a waiver from the competitive bidding process to allow HECO to negotiate with the U.S. Army for construction of a 50 MW utility-owned and operated firm, renewable and dispatchable generation facility at Schofield Barracks on the island of Oahu and expected to be placed in service in 2017.

 

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·                  In September 2012, HECO began purchasing test wind energy from the 69 MW Kawailoa Wind, LLC facility. The wind farm was placed into full commercial operation in November 2012.

·                  In December 2012, the PUC approved a 3-year biodiesel supply contract with Pacific Biodiesel to supply 250,000 to 1 million gallons of biodiesel at the Honolulu International Airport Emergency Power Facility beginning in 2013.

·                  In December 2012, the 21 MW Auwahi Wind Energy LLC facility was placed into commercial operation, selling power to MECO under a 20-year contract.

·                  In December 2012, the 5 MW Kalaeloa Solar Two, LLC photovoltaic facility was placed into commercial operation, selling power to HECO under a 20-year contract.

·                  HECO, HELCO and MECO began accepting energy from feed-in tariff projects in 2011. As of June 30, 2013, there were 9 MW, 1 MW and 2 MW of installed feed-in tariff capacity from renewable energy technologies at HECO, HELCO and MECO, respectively.

·                  As of June 30, 2013, there were approximately 127 MW, 26 MW and 30 MW of installed net energy metering capacity from renewable energy technologies (mainly photovoltaic) at HECO, HELCO and MECO, respectively. Net energy metering continues to proceed at a record pace. The amount of net energy metering capacity installed in the first half of 2013 was more than twice the amount installed during the first half of 2012.

·                  In February 2013, HECO issued an “Invitation for Low Cost Renewable Energy Projects on Oahu through Request for Waiver from Competitive Bidding.” The invitation for waiver projects seeks to lower the cost of electricity for customers in the near term with qualified renewable energy projects on Oahu that can be quickly placed into service at a low cost per KWH. Proposals were received and, in June 2013, HECO filed a waiver request from the PUC Competitive Bidding Framework for five projects that meet these goals.

 

Commitments and contingencies.  See Note 5 of HECO’s “Notes to Consolidated Financial Statements.”

 

Recent accounting pronouncements.  See Note 8, “Recent accounting pronouncements,” of HECO’s “Notes to Consolidated Financial Statements.”

 

FINANCIAL CONDITION

 

Liquidity and capital resources.  Management believes that HECO’s ability, and that of its subsidiaries, to generate cash, both internally from operations and externally from issuances of equity and debt securities, commercial paper and lines of credit, is adequate to maintain sufficient liquidity to fund their respective capital expenditures and investments and to cover debt, retirement benefits and other cash requirements in the foreseeable future.

 

                        HECO’s consolidated capital structure was as follows:

 

(dollars in millions)

 

June 30, 2013

 

December 31, 2012

 

Short-term borrowings

 

$

54

 

2

%

$

 

%

Long-term debt, net

 

1,148

 

42

 

1,148

 

43

 

Preferred stock

 

34

 

1

 

34

 

1

 

Common stock equity

 

1,485

 

55

 

1,472

 

56

 

 

 

$

2,721

 

100

%

$

2,654

 

100

%

 

                        Information about HECO’s short-term borrowings (other than from HELCO and MECO) and line of credit facility were as follows:

 

 

 

Average balance

 

Balance

 

(in millions)

 

Six months ended
June 30, 2013

 

June 30,
2013

 

December 31, 
2012

 

Short-term borrowings(1)

 

 

 

 

 

 

 

Commercial paper

 

$

37

 

$

54

 

$

 

Line of credit draws

 

 

 

 

Borrowings from HEI

 

 

 

 

Undrawn capacity under line of credit facility (expiring December 5, 2016)

 

 

 

175

 

175

 

 


(1)         The maximum amount of HECO’s external short-term borrowings during the first six months of 2013 was $71.0 million. At June 30, 2013, HECO had $9.6 million of short-term borrowings from HELCO, and MECO had $18 million of short-term borrowings from HECO. At July 31, 2013, HECO had $37 million of outstanding commercial paper, no draws under its line of credit facility, no borrowings from HEI and $10 million of short-term borrowings from HELCO. Also, at July 31, 2013, MECO had $22 million of short-term borrowings from HECO. Intercompany borrowings are eliminated in consolidation.

 

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                        HECO has a line of credit facility of $175 million (see Note 9 of HECO’s “Notes to Consolidated Financial Statements”). There are customary conditions that must be met in order to draw on it, including compliance with several covenants (such as covenants preventing its subsidiaries from entering into agreements that restrict the ability of the subsidiaries to pay dividends to, or to repay borrowings from, HECO, and restricting its ability as well as the ability of any of its subsidiaries to guarantee additional indebtedness of the subsidiaries if such additional debt would cause the subsidiary’s “Consolidated Subsidiary Funded Debt to Capitalization Ratio” to exceed 65% (ratio of 42% for HELCO and 44% for MECO as of June 30, 2013, as calculated under the agreement)). In addition to customary defaults, HECO’s failure to maintain its financial ratios, as defined in its credit agreement, or meet other requirements may result in an event of default. For example, under the credit agreement, it is an event of default if HECO fails to maintain a “Consolidated Capitalization Ratio” (equity) of at least 35% (ratio of 55% as of June 30, 2013, as calculated under the credit agreement), or if HECO is no longer owned by HEI.

 

                        Revenue bonds have been issued by the Department of Budget and Finance of the State of Hawaii (DBF) to finance (and refinance) capital improvement projects of HECO and its subsidiaries, but the sources of their repayment are the unsecured obligations of HECO and its subsidiaries under loan agreements and notes issued to the DBF, including HECO’s guarantees of its subsidiaries’ obligations. The payment of principal and interest due on Special Purpose Revenue Bonds currently outstanding and issued prior to 2009 are insured by one of the following bond insurers: Ambac Assurance Corporation; Financial Guaranty Insurance Company, which was placed in a rehabilitation proceeding in the State of New York in June 2012 (with a plan of rehabilitation approved on June 11, 2013); MBIA Insurance Corporation (which bonds have been reinsured by National Public Finance Guarantee Corp.); or Syncora Guarantee Inc. (which bonds have been reinsured by Syncora Capital Assurance Inc.). The Standard & Poor’s (S&P’s) and Moody’s Investor Service’s ratings of each of these insurers, which at the time the insured obligations were issued were higher than the ratings of the utilities, are currently either lower than the ratings of the utilities or have been withdrawn.

 

                        The PUC has approved the use of an expedited approval procedure for the approval of long-term debt financings or refinancings (including the issuance of taxable debt) by HECO, HELCO and MECO during the period 2013 through 2015, subject to certain conditions. New long-term debt authorizations of $150 million (HECO $100 million, HELCO $25 million and MECO $25 million) can be requested under the expedited approval procedure through 2015.

 

                        In January 2013, HECO, HELCO and MECO filed with the PUC a letter request for the expedited authorization to issue prior to January 1, 2014 up to $90 million, $56 million and $20 million, respectively, of unsecured obligations bearing taxable interest to refinance select series of outstanding revenue bonds. In February 2013, HECO and MECO filed with the PUC a letter request for the expedited authorization to issue prior to January 1, 2014 up to $50 million and $20 million, respectively, of unsecured obligations bearing taxable interest. The proceeds are expected to be used to fund capital expenditures, including repaying short-term indebtedness incurred to fund capital expenditures. By orders issued on June 28 and July 24, 2013, the PUC approved both requests.

 

                        Operating activities provided $112 million in net cash during the first six months of 2013. Investing activities for the same period used net cash of $132 million for capital expenditures, net of contributions in aid of construction. Financing activities for the same period provided net cash of $12 million, primarily due to the increase in short-term borrowings, partly offset by payment of $42 million of common and preferred dividends.

 

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Bank

 

RESULTS OF OPERATIONS

 

 

 

Three months ended
June 30

 

Increase

 

 

(in millions)

 

2013

 

2012

 

(decrease)

 

Primary reason(s) for significant change

Interest income

 

$

47

 

$

48

 

$

(1

)

The impact of higher average earning asset balances was more than offset by lower yields on earning assets. ASB’s average loan portfolio balance for the second quarter of 2013 was $180 million higher than for the second quarter of 2012 as the average home equity lines of credit, residential, commercial real estate and consumer loan balances increased by $89 million, $81 million, $25 million and $24 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix target and loan growth strategy. The loan portfolio yields were impacted by the low interest rate environment as new loan production yields were lower than the average portfolio yield.

Noninterest income

 

19

 

17

 

2

 

Higher gain on sale of securities as ASB sold $70 million of agency obligations during the second quarter of 2013.

Revenues

 

66

 

65

 

1

 

 

Interest expense

 

2

 

3

 

(1

)

Lower funding costs as a result of the low interest rate environment. Average deposit balances for the second quarter of 2013 increased by $184 million compared to the second quarter of 2012 due to an increase in core deposits of $252 million, partly offset by a decrease in term certificates of $68 million. The other borrowings average balance decreased by $30 million due to lower retail repurchase agreements.

Provision (credit) for loan losses

 

(1

)

2

 

(3

)

The credit for loan losses in the second quarter of 2013 was due to the $1 million release of reserves as a result of an agreement to sell ASB’s credit card portfolio. No additional provision expense was incurred as increases in the provision for loan losses to cover loan growth and charge-offs were offset by the release of commercial real estate loan portfolio reserves due to paydowns, recoveries of previously charged off consumer loans and the ongoing improvement in the quality of ASB’s loan portfolio.

Noninterest expense

 

40

 

38

 

2

 

Higher compensation and benefits expenses due to targeted staffing increases to support increased business volumes, information technology (IT) and risk management capabilities.

Expenses

 

41

 

43

 

(2

)

 

Operating income

 

25

 

22

 

3

 

Higher noninterest income and lower provision for loan losses, partially offset by lower net interest income and higher noninterest expenses.

Net income

 

16

 

14

 

2

 

Higher operating income.

 

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Six months ended
June 30

 

Increase

 

 

 

(in millions)

 

2013

 

2012

 

(decrease)

 

Primary reason(s) for significant change

 

Interest income

 

$

93

 

$

96

 

$

(3

)

The impact of higher average earning asset balances was more than offset by lower yields on earning assets. ASB’s average loan portfolio balance for the six months ended June 30, 2013 was $144 million higher than for the same period in 2012 as the average home equity lines of credit, commercial real estate, residential and consumer loan balances increased by $89 million, $30 million, $27 million and $26 million, respectively. The growth in these loan portfolios was consistent with ASB’s portfolio mix target and loan growth strategy. Loan portfolio yields were impacted by the low interest rate environment as new loan production yields were lower than the average portfolio yields. The average investment and mortgage-related securities portfolio balance increased by $23 million as ASB used its excess liquidity to purchase securities.

 

Noninterest income

 

38

 

34

 

4

 

Higher gain on sale of securities due to the sale of $70 million of agency obligations and higher mortgage banking income due to higher gain on sale of loans.

 

Revenues

 

131

 

130

 

1

 

 

 

Interest expense

 

5

 

6

 

(1

)

Lower funding costs as a result of the low interest rate environment. Average deposit balances for the six months ended June 30, 2013 increased by $161 million compared to the same period in 2012 due to an increase in core deposits of $230 million, partly offset by a decrease in term certificates of $70 million. The other borrowings average balance decreased by $35 million due to lower retail repurchase agreements.

 

Provision for loan losses

 

1

 

6

 

(5

)

The 2013 provision for loan losses declined due in part to the improved credit quality associated with the continuing improvement in Hawaii’s economy, lower net charge-offs in the higher risk land loan portfolios and purchased mortgage portfolio and $1.0 million release of the allowance on credit card loans due to the upcoming portfolio sale.

 

Noninterest expense

 

79

 

73

 

6

 

Higher compensation and benefits expenses due to targeted staffing increases to support increased business volumes, IT and risk management capabilities.

 

Expenses

 

85

 

85

 

 

 

 

Operating income

 

46

 

45

 

1

 

Lower provision for loan losses and higher noninterest income, partially offset by lower net interest income and higher noninterest expenses.

 

Net income

 

30

 

30

 

 

 

 

 

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Table of Contents

 

                        Details of ASB’s other noninterest income and other noninterest expense were as follows:

 

 

 

Three months ended June 30

 

Six months ended June 30

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Bank-owned life insurance

 

$

985

 

$

993

 

$

1,952

 

$

1,972

 

Other

 

746

 

456

 

1,371

 

837

 

Total other income

 

$

1,731

 

$

1,449

 

$

3,323

 

$

2,809

 

FDIC insurance premium

 

$

848

 

$

854

 

$

1,688

 

$

1,707

 

Marketing

 

824

 

554

 

1,362

 

1,104

 

Office supplies, printing and postage

 

1,026

 

919

 

1,899

 

1,909

 

Communication

 

424

 

430

 

895

 

866

 

Reversal of interest expense—tax

 

 

 

 

(552

)

Other

 

5,378

 

5,349

 

10,251

 

9,779

 

Total other expense

 

$

8,500

 

$

8,106

 

$

16,095

 

$

14,813

 

 

                        See Note 4 of HEI’s “Notes to Consolidated Financial Statements” and “Economic conditions” in the “HEI Consolidated” section above.

 

                        Despite the revenue pressures across the banking industry, management expects ASB’s low-cost funding base and lower-risk profile to continue to deliver strong performance compared to industry peers.

 

                        ASB’s return on average assets, net interest margin and efficiency ratio were as follows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30

 

June 30

 

(percent)

 

2013

 

2012

 

2013

 

2012

 

Return on average assets

 

1.25

 

1.15

 

1.19

 

1.22

 

Net interest margin

 

3.79

 

3.97

 

3.79

 

4.01

 

Efficiency ratio

 

62

 

60

 

62

 

58

 

 

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Average balance sheet and net interest margin.  The following tables set forth average balances, together with interest earned and accrued, and resulting yields and costs:

 

 

 

2013

 

2012

 

Three months ended June 30
(dollars in thousands)

 

Average
balance

 

Interest

 

Yield/
rate (%)

 

Average
balance

 

Interest

 

Yield/
rate (%)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (1)

 

$

164,374

 

$

44

 

0.11

 

$

201,812

 

$

66

 

0.13

 

Securities purchased under resale agreements

 

26,154

 

25

 

0.38

 

 

 

 

Available-for-sale investment and mortgage-related securities

 

617,942

 

3,386

 

2.19

 

624,581

 

3,435

 

2.20

 

Loans (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

1,964,140

 

23,503

 

4.79

 

1,882,701

 

24,802

 

5.27

 

Commercial real estate

 

429,409

 

4,973

 

4.64

 

404,542

 

4,649

 

4.60

 

Home equity line of credit

 

665,879

 

4,840

 

2.92

 

576,655

 

3,914

 

2.73

 

Residential land

 

22,607

 

335

 

5.93

 

37,453

 

598

 

6.39

 

Commercial loans

 

699,023

 

7,347

 

4.21

 

723,995

 

7,916

 

4.40

 

Consumer loans

 

123,601

 

2,626

 

8.52

 

99,261

 

2,594

 

10.51

 

Total loans (2), (3)

 

3,904,659

 

43,624

 

4.47

 

3,724,607

 

44,473

 

4.79

 

Total interest-earning assets (4)

 

4,713,129

 

47,079

 

4.00

 

4,551,000

 

47,974

 

4.22

 

Allowance for loan losses

 

(43,372

)

 

 

 

 

(39,295

)

 

 

 

 

Non-interest-earning assets

 

429,924

 

 

 

 

 

429,258

 

 

 

 

 

Total assets

 

$

5,099,681

 

 

 

 

 

$

4,940,963

 

 

 

 

 

Liabilities and shareholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

1,811,157

 

263

 

0.06

 

$

1,725,034

 

304

 

0.07

 

Interest-bearing checking

 

659,790

 

25

 

0.02

 

613,370

 

30

 

0.02

 

Money market

 

176,812

 

56

 

0.13

 

187,455

 

73

 

0.16

 

Time certificates

 

462,762

 

952

 

0.83

 

530,896

 

1,289

 

0.97

 

Total interest-bearing deposits

 

3,110,521

 

1,296

 

0.17

 

3,056,755

 

1,696

 

0.22

 

Advances from Federal Home Loan Bank

 

51,264

 

542

 

4.18

 

50,000

 

541

 

4.28

 

Securities sold under agreements to repurchase

 

144,496

 

636

 

1.74

 

175,745

 

673

 

1.52

 

Total interest-bearing liabilities

 

3,306,281

 

2,474

 

0.30

 

3,282,500

 

2,910

 

0.35

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

1,182,244

 

 

 

 

 

1,052,275

 

 

 

 

 

Other

 

104,372

 

 

 

 

 

106,125

 

 

 

 

 

Total liabilities

 

4,592,897

 

 

 

 

 

4,440,900

 

 

 

 

 

Shareholder’s equity

 

506,784

 

 

 

 

 

500,063

 

 

 

 

 

Total liabilities and shareholder’s equity

 

$

5,099,681

 

 

 

 

 

$

4,940,963

 

 

 

 

 

Net interest income

 

 

 

$

44,605

 

 

 

 

 

$

45,064

 

 

 

Net interest margin (%) (5)

 

 

 

 

 

3.79

 

 

 

 

 

3.97

 

 

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Table of Contents

 

 

 

2013

 

2012

 

Six months ended June 30
(dollars in thousands)

 

Average
balance

 

Interest

 

Yield/
rate (%)

 

Average
balance

 

Interest

 

Yield/
rate (%)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (1)

 

$

181,195

 

$

108

 

0.12

 

$

226,714

 

$

162

 

0.14

 

Securities purchased under resale agreements

 

13,149

 

25

 

0.38

 

 

 

 

Available-for-sale investment and mortgage-related securities

 

633,232

 

7,005

 

2.21

 

609,826

 

7,315

 

2.40

 

Loans (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

1,923,389

 

46,859

 

4.87

 

1,896,188

 

50,412

 

5.32

 

Commercial real estate

 

425,473

 

9,606

 

4.53

 

395,229

 

9,235

 

4.68

 

Home equity line of credit

 

653,086

 

9,302

 

2.87

 

563,723

 

7,684

 

2.74

 

Residential land

 

23,801

 

591

 

4.97

 

39,661

 

1,153

 

5.81

 

Commercial loans

 

705,330

 

14,816

 

4.23

 

718,297

 

15,875

 

4.44

 

Consumer loans

 

123,624

 

5,053

 

8.23

 

97,240

 

5,002

 

10.34

 

Total loans (2), (3)

 

3,854,703

 

86,227

 

4.49

 

3,710,338

 

89,361

 

4.83

 

Total interest-earning assets (4)

 

4,682,279

 

93,365

 

4.00

 

4,546,878

 

96,838

 

4.27

 

Allowance for loan losses

 

(42,992

)

 

 

 

 

(38,741

)

 

 

 

 

Non-interest-earning assets

 

432,009

 

 

 

 

 

430,929

 

 

 

 

 

Total assets

 

$

5,071,296

 

 

 

 

 

$

4,939,066

 

 

 

 

 

Liabilities and shareholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

1,793,415

 

517

 

0.06

 

$

1,711,941

 

614

 

0.07

 

Interest-bearing checking

 

650,044

 

49

 

0.02

 

609,448

 

60

 

0.02

 

Money market

 

186,136

 

119

 

0.13

 

218,571

 

194

 

0.18

 

Time certificates

 

466,261

 

1,923

 

0.83

 

536,113

 

2,607

 

0.98

 

Total interest-bearing deposits

 

3,095,856

 

2,608

 

0.17

 

3,076,073

 

3,475

 

0.23

 

Advances from Federal Home Loan Bank

 

50,635

 

1,077

 

4.23

 

50,000

 

1,082

 

4.28

 

Securities sold under agreements to repurchase

 

145,888

 

1,265

 

1.73

 

181,535

 

1,393

 

1.52

 

Total interest-bearing liabilities

 

3,292,379

 

4,950

 

0.30

 

3,307,608

 

5,950

 

0.36

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

1,166,993

 

 

 

 

 

1,026,187

 

 

 

 

 

Other

 

107,594

 

 

 

 

 

108,519

 

 

 

 

 

Total liabilities

 

4,566,966

 

 

 

 

 

4,442,314

 

 

 

 

 

Shareholder’s equity

 

504,330

 

 

 

 

 

496,752

 

 

 

 

 

Total liabilities and shareholder’s equity

 

$

5,071,296

 

 

 

 

 

$

4,939,066

 

 

 

 

 

Net interest income

 

 

 

$

88,415

 

 

 

 

 

$

90,888

 

 

 

Net interest margin (%) (5)

 

 

 

 

 

3.79

 

 

 

 

 

4.01

 

 


(1)          Includes federal funds sold, interest bearing deposits and stock in the FHLB of Seattle.

(2)          Includes loans held for sale.

(3)          Includes loan fees of $1.4 million and $1.3 million for the three months ended June 30, 2013 and 2012, respectively, and $2.9 million and $2.5 million for the six months ended June 30, 2013 and 2012, together with interest accrued prior to suspension of interest accrual on nonaccrual loans, includes nonaccrual loans.

(4)          Interest income includes taxable equivalent basis adjustments, based upon a federal statutory tax rate of 35%, of $0.2 million for the three months ended June 30, 2013 and 2012, and $0.4 million for the six months ended June 30, 2013 and 2012.

(5)          Defined as net interest income as a percentage of average earning assets.

 

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Earning assets, costing liabilities and other factors.  Earnings of ASB depend primarily on net interest income, which is the difference between interest earned on earning assets and interest paid on costing liabilities. The interest rate environment has been impacted by disruptions in the financial markets and these conditions have continued to have a negative impact on ASB’s net interest margin.

 

                        Loan originations and mortgage-related securities are ASB’s primary sources of earning assets.

 

                        Loan portfolio.  ASB’s loan volumes and yields are affected by market interest rates, competition, demand for financing, availability of funds and management’s responses to these factors. The composition of ASB’s loan portfolio was as follows:

 

 

 

June 30, 2013

 

December 31, 2012

 

(dollars in thousands)

 

Balance

 

% of total

 

Balance

 

% of total

 

Real estate loans:

 

 

 

 

 

 

 

 

 

Residential 1-4 family

 

$

2,001,035

 

50.5

 

$

1,866,450

 

49.2

 

Commercial real estate

 

382,735

 

9.7

 

375,677

 

9.9

 

Home equity line of credit

 

673,727

 

17.0

 

630,175

 

16.6

 

Residential land

 

21,836

 

0.5

 

25,815

 

0.7

 

Commercial construction

 

50,114

 

1.3

 

43,988

 

1.2

 

Residential construction

 

9,664

 

0.2

 

6,171

 

0.2

 

Total real estate loans, net

 

3,139,111

 

79.2

 

2,948,276

 

77.8

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

719,519

 

18.2

 

721,349

 

19.0

 

Consumer loans

 

104,759

 

2.6

 

121,231

 

3.2

 

 

 

3,963,389

 

100.0

 

3,790,856

 

100.0

 

Less: Deferred fees and discounts

 

(9,755

)

 

 

(11,638

)

 

 

Allowance for loan losses

 

(41,004

)

 

 

(41,985

)

 

 

Total loans, net

 

$

3,912,630

 

 

 

$

3,737,233

 

 

 

 

                        The increase in the total loan portfolio during the first six months of 2013 compared to the same period in 2012 was primarily due to an increase in originated ASB’s residential 1-4 family, home equity lines of credit and commercial real estate loan portfolios and is in line with ASB’s portfolio mix target and loan growth strategy.

 

                        In May 2013, ASB entered into an agreement with First Bankcard, a division of First National Bank of Omaha, to sell ASB’s credit card portfolio to First Bankcard. As part of the agreement, through First Bankcard, ASB will be able to offer ASB customers a greater variety of business and consumer credit card products, an enhanced rewards program, and regular marketing support. First Bankcard supports more than 500 partners with 5,700 retail branches, owning over 4 million credit card accounts. ASB transferred the $25 million credit card portfolio to held for sale and carried it at lower of cost or market. On August 1, 2013, ASB completed the sale of its credit card portfolio to First Bankcard.

 

                                                Home equity — key credit statistics.

 

 

 

June 30, 2013

 

December 31, 2012

 

Outstanding balance (in thousands)

 

$

673,727

 

$

630,175

 

Percent of portfolio in first lien position

 

35.0

%

29.9

%

Net charge-off ratio

 

0.14

%

0.10

%

Delinquency ratio

 

0.30

%

0.40

%

 

 

 

 

 

 

 

End of draw period – interest only

 

Current

 

June 30, 2013

 

Total

 

Interest only

 

2013-2014

 

2015-2017

 

Thereafter

 

amortizing

 

Outstanding balance (in thousands)

 

$

673,727

 

$

524,775

 

$

132

 

$

12,153

 

$

512,490

 

$

148,952

 

% of total

 

100

%

78

%

%

2

%

76

%

22

%

 

                        The home equity line of credit (HELOC) portfolio makes up 17% of the total loan portfolio and is generally an interest-only revolving loan for a 10-year period, after which time the HELOC outstanding balance converts to a fully amortizing variable rate term loan with a 20-year amortization period. This product type comprises 89% of the total HELOC portfolio and is the current product offering. Within this product type, borrowers also have a “Fixed Rate Loan Option” to convert a part of their available line of credit into a 5, 7 or 10-year fully amortizing fixed rate loan with level

 

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principal and interest payments. As of June 30, 2013, approximately 11% of the portfolio balances are amortizing loans under the Fixed Rate Loan Option. Nearly all originations prior to 2008 consisted of amortizing equity lines that have structured principal payments during the draw period.   These older vintage equity lines represent 11% of the portfolio and are included in the amortizing balances identified in the table above.

 

Loan portfolio risk elements.  See Note 4 of HEI’s “Notes to Consolidated Financial Statements.”

 

Investment and mortgage-related securities.  ASB’s investment portfolio was comprised as follows:

 

 

 

June 30, 2013

 

December 31, 2012

 

(dollars in thousands)

 

Balance

 

% of total

 

Balance

 

% of total

 

Federal agency obligations

 

$

99,064

 

18

%

$

171,491

 

26

%

Mortgage-related securities — FNMA, FHLMC and GNMA

 

382,044

 

68

 

417,383

 

62

 

Municipal bonds

 

79,064

 

14

 

82,484

 

12

 

 

 

$

560,172

 

100

%

$

671,358

 

100

%

 

Principal and interest on mortgage-related securities issued by Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and Government National Mortgage Association (GNMA) are guaranteed by the issuer and, in the case of GNMA, backed by the full faith and credit of the U.S. The decrease in federal agency obligations was due to the sale of $70 million of agency obligations in the second quarter of 2013. The decrease in mortgage-related securities was due to paydowns in the portfolio.

 

Deposits and other borrowings.  Deposits continue to be the largest source of funds for ASB and are affected by market interest rates, competition and management’s responses to these factors. Deposit retention and growth will remain challenging in the current environment due to competition for deposits and the low level of short-term interest rates. Advances from the FHLB of Seattle and securities sold under agreements to repurchase continue to be additional sources of funds. Advances from the FHLB of Seattle have remained at $50 million from December 31, 2012 to June 30, 2013. As of June 30, 2013 and December 31, 2012, ASB’s costing liabilities consisted of 96% deposits and 4% other borrowings. The weighted average cost of deposits for the first six months of 2013 was 0.12%, compared to 0.17% for the first six months of 2012.

 

Other factors.  Interest rate risk is a significant risk of ASB’s operations and also represents a market risk factor affecting the fair value of ASB’s investment securities. Increases and decreases in prevailing interest rates generally translate into decreases and increases in the fair value of those instruments, respectively. In addition, changes in credit spreads also impact the fair values of those instruments.

 

As of June 30, 2013 and December 31, 2012, ASB had unrealized gains, net of taxes, on available-for-sale investments and mortgage-related securities (including securities pledged for repurchase agreements) in AOCI of $1 million and $11 million, respectively. The decrease in AOCI was due to the impact of rising interest rates on the fair value of ASB’s investment and mortgage-related securities. See “Item 3. Quantitative and qualitative disclosures about market risk.”

 

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During the first six months of 2013, ASB recorded a provision for loan losses of $0.9 million primarily due to net charge-offs during the year for consumer, commercial and HELOC loans, and growth in the loan portfolio, partly offset by the release of reserves for the credit card and commercial real estate loan portfolios. During the first six months of 2012, ASB recorded a provision for loan losses of $5.9 million primarily due to charge-offs during the year for 1-4 family, residential land, commercial and consumer loans. Continued financial stress on ASB’s customers may result in higher levels of delinquencies and losses.

 

 

 

Six months ended
June 30

 

Year ended
December 31

 

(in thousands)

 

2013

 

2012

 

2012

 

Allowance for loan losses, January 1

 

$

41,985

 

$

37,906

 

$

37,906

 

Provision for loan losses

 

899

 

5,924

 

12,883

 

Less: net charge-offs

 

1,880

 

4,367

 

8,804

 

Allowance for loan losses, end of period

 

$

41,004

 

$

39,463

 

$

41,985

 

Ratio of allowance for loan losses, end of period, to end of period loans outstanding

 

1.04

%

1.06

%

1.11

%

Ratio of net charge-offs during the period to average loans outstanding (annualized)

 

0.10

%

0.24

%

0.24

%

 

Legislation and regulation.  ASB is subject to extensive regulation, principally by the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC). Depending on ASB’s level of regulatory capital and other considerations, these regulations could restrict the ability of ASB to compete with other institutions and to pay dividends to its shareholder. See the discussion below under “Liquidity and capital resources.”

 

Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).  Regulation of the financial services industry, including regulation of HEI, ASHI and ASB, has changed and will continue to change as a result of the enactment of the Dodd-Frank Act, which became law in July 2010. Importantly for HEI, ASHI and ASB, under the Dodd-Frank Act, on July 21, 2011, all of the functions of the Office of Thrift Supervision transferred to the OCC, the FDIC, the Federal Reserve Board (FRB) and the Consumer Financial Protection Bureau (Bureau). Supervision and regulation of HEI and ASHI, as thrift holding companies, moved to the FRB, and supervision and regulation of ASB, as a federally chartered savings bank, moved to the OCC. While the laws and regulations applicable to HEI and ASB did not generally change, the applicable laws and regulations are being interpreted, and new and amended regulations may be adopted, by the FRB, OCC and the Bureau. In addition, HEI will continue to be required to serve as a source of strength to ASB in the event of its financial distress. The Dodd-Frank Act also imposes new restrictions on the ability of a savings bank to pay dividends should it fail to remain a qualified thrift lender.

 

More stringent affiliate transaction rules now apply to ASB in the securities lending, repurchase agreement and derivatives areas. Standards were raised with respect to the ability of ASB to merge with or acquire another institution. In reviewing a potential merger or acquisition, the approving federal agency will need to consider the extent to which the proposed transaction will result in “greater or more concentrated risks to the stability of the U.S. banking or financial system.”

 

The Dodd-Frank Act established the Bureau. It has authority to prohibit practices it finds to be unfair, deceptive or abusive, and it may also issue rules requiring specified disclosures and the use of new model forms. On January 10, 2013, the Bureau issued the Ability-to-Repay rule which closed for comment on February 25, 2013. For mortgages, under the proposed Ability-to-Repay rule, among other things, (i) potential borrowers will have to supply financial information, and lenders must verify it, (ii) to qualify for a particular loan, a consumer will have to have sufficient assets or income to pay back the loan, and (iii) lenders will have to determine the consumer’s ability to repay both the principal and the interest over the long term - not just during an introductory period when the rate may be lower.

 

On May 22, 2012, the Bureau issued the Final Remittance Rule (an amendment to Regulation E). For international wires, the rule now provides flexibility regarding the disclosure of foreign taxes, as well as fees imposed by a designated recipient’s institution for receiving a remittance transfer in an account. Second, the rule limits a remittance transfer provider’s obligation to disclose foreign taxes to those imposed by a country’s central government. And third, the rule revises the error resolution provisions that apply when a remittance transfer is not

 

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delivered to a designated recipient because the sender provided incorrect or insufficient information, and, in particular, when a sender provides an incorrect account number and that incorrect account number results in the funds being deposited in the wrong account.

 

ASB may also be subject to new state regulation because of a provision in the Dodd-Frank Act that acknowledges that a federal savings bank may be subject to state regulation and allows federal law to preempt a state consumer financial law on a “case by case” basis only when (1) the state law would have a discriminatory effect on the bank compared to that on a bank chartered in that state; (2) the state law prevents or significantly interferes with a bank’s exercise of its power; or (3) the state law is preempted by another federal law.

 

The Dodd-Frank Act also adopts a number of provisions that will impact the mortgage industry, including the imposition of new specific duties on the part of mortgage originators (such as ASB) to act in the best interests of consumers and to take steps to ensure that consumers will have the capability to repay loans they may obtain, as well as provisions imposing new disclosure requirements and requiring appraisal reforms.

 

The “Durbin Amendment” to the Dodd-Frank Act required the FRB to issue rules to ensure that debit card interchange fees are “reasonable and proportional” to the processing costs incurred. In June 2011, the FRB issued a final rule establishing standards for debit card interchange fees and prohibiting network exclusivity arrangements and routing restrictions. Under the final rule, effective October 1, 2011, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is 21-24 cents, depending on certain components. Financial institutions and their affiliates that have less than $10 billion in assets are exempt from this Amendment; however, as of July 1, 2013, ASB is not exempt. For the second quarter of 2013, ASB had earned an average of 49 cents per electronic debit transaction. ASB estimates debit card interchange fees to be lower by approximately $3 million after tax for the remainder of 2013 and approximately $6 million after tax if it continues to be non-exempt in 2014.

 

Many of the provisions of the Dodd-Frank Act, as amended, will not become effective until implementing regulations are issued and effective.

 

Final Capital Rule.  On July 2, 2013, the FRB finalized its rule implementing the Basel III regulatory capital framework. The final rule would apply to banking organizations of all sizes and types regulated by the FRB and the OCC, except bank holding companies subject to the FRB’s Small Bank Holding Company Policy Statement and Savings & Loan Holding Companies (SLHCs) substantially engaged in insurance underwriting or commercial activities. HEI currently meets the requirements of the exemption as a top-tier grandfathered unitary SLHC that derived, as of June 30 of the previous calendar year, either 50% or more of its total consolidated assets or 50% or more of its total revenues on an enterprise-wide basis (calculated under GAAP) from activities that are not financial in nature pursuant to Section 4(k) of the Bank Holding Company Act. The FRB is temporarily excluding these SLHCs from the final rule while it considers a proposal relating to capital and other requirements for SLHC intermediate holding companies. The FRB anticipates that it will release a proposal on intermediate holding companies in the near term that would specify the criteria for establishing and transferring activities to intermediate holding companies and propose to apply the FRB’s capital requirements to such intermediate holding companies.

 

Pursuant to the final rule and consistent with the proposals, all banking organizations, including covered holding companies, would be subject to the following minimum regulatory capital requirements: a common equity tier 1 capital ratio of 4.5%, a tier 1 capital ratio of 6%, a total capital ratio of 8% of risk-weighted assets and a leverage ratio of 4%. In order to avoid restrictions on capital distributions and discretionary bonus payments to executive officers, the final rule requires a banking organization to hold a buffer of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets (capital conservation buffer). In addition, a countercyclical capital buffer would expand the capital conservation buffer by up to 2.5% of a banking organization’s total risk-weighted assets for advanced approaches banking organizations. The final rule would establish qualification criteria for common equity, additional tier 1 and tier 2 capital instruments that help to ensure their ability to absorb losses. All banking organizations would be required to calculate risk-weighted assets under the standardized approach, which harmonizes the banking agencies’ calculation of risk-weighted assets and address shortcomings in risk-based capital requirements identified by the agencies.

 

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Minimum Capital Requirements

 

Effective dates

 

1/1/15

 

1/1/16

 

1/1/17

 

1/1/18

 

1/1/19

 

Capital conservation buffer

 

 

 

0.625

%

1.25

%

1.875

%

2.50

%

Common equity ratio + conservation buffer

 

4.50

%

5.125

%

5.75

%

6.375

%

7.00

%

Tier 1 capital ratio + conservation buffer

 

6.00

%

6.625

%

7.25

%

7.875

%

8.50

%

Total capital ratio + conservation buffer

 

8.00

%

8.625

%

9.25

%

9.875

%

10.50

%

Tier 1 leverage ratio

 

4.00

%

4.00

%

4.00

%

4.00

%

4.00

%

Countercyclical capital buffer — not applicable to ASB

 

 

 

0.625

%

1.25

%

1.875

%

2.50

%

 

The final rule is effective January 1, 2015 for ASB. Subject to the timing and final outcome of the FRB’s SLHC intermediate holding company proposal, HEI anticipates that the capital requirements in the final rule will be effective for HEI or ASHI on January 1, 2015 as well. HEI and ASB have reviewed the final rule and the impact to capital ratios. If the final rules were currently applicable to HEI and ASB, management believes HEI and ASB would satisfy the new capital requirements, including the fully phased-in capital conservation buffer.

 

Commitments and contingencies.  See Note 4 of HEI’s “Notes to Consolidated Financial Statements.”

 

FINANCIAL CONDITION

 

Liquidity and capital resources.

 

(dollars in millions)

 

June 30,
2013

 

December 31,
2012

 

% change

 

Total assets

 

$

5,069

 

$

5,042

 

1

 

Available-for-sale investment and mortgage-related securities

 

560

 

671

 

(17

)

Loans receivable held for investment, net

 

3,913

 

3,737

 

5

 

Deposit liabilities

 

4,276

 

4,230

 

1

 

Other bank borrowings

 

188

 

196

 

(4

)

 

As of June 30, 2013, ASB was one of Hawaii’s largest financial institutions based on assets of $5.1 billion and deposits of $4.3 billion.

 

As of June 30, 2013, ASB’s unused FHLB borrowing capacity was approximately $0.9 billion. As of June 30, 2013, ASB had commitments to borrowers for loan commitments and unused lines and letters of credit of $1.6 billion. Management believes ASB’s current sources of funds will enable it to meet these obligations while maintaining liquidity at satisfactory levels.

 

For the first six months of 2013, net cash provided by ASB’s operating activities was $48 million. Net cash used during the same period by ASB’s investing activities was $108 million, primarily due to purchases of investment and mortgage-related securities of $40 million, a net increase in loans receivable of $201 million and additions to premises and equipment of $8 million, partly offset by proceeds from the sale of investment securities of $71 million, repayments of investment and mortgage-related securities of $63 million, proceeds from the sale of real estate acquired in settlement of loans of $6 million and redemption of stock from FHLB of Seattle of $2 million. Net cash provided in financing activities during this period was $19 million, primarily due to net increases in deposit liabilities of $46 million and a net increase in mortgage escrow deposits of $1 million, partly offset by a net decrease in retail repurchase agreements of $8 million and the payment of $20 million in common stock dividends to HEI (through ASHI).

 

FDIC regulations restrict the ability of financial institutions that are not well-capitalized to compete on the same terms as well-capitalized institutions, such as by offering interest rates on deposits that are significantly higher than the rates offered by competing institutions. As of June 30, 2013, ASB was well-capitalized (minimum ratio requirements noted in parentheses) with a leverage ratio of 9.3% (5.0%), a Tier-1 risk-based capital ratio of 11.5% (6.0%) and a total risk-based capital ratio of 12.5% (10.0%). FRB approval is required before ASB can pay a dividend or otherwise make a capital distribution to HEI (through ASHI).

 

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Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company considers interest-rate risk (a non-trading market risk) to be a very significant market risk for ASB as it could potentially have a significant effect on the Company’s results of operations, financial condition and liquidity. For additional quantitative and qualitative information about the Company’s market risks, see pages 82 to 84, HEI’s Quantitative and Qualitative Disclosures About Market Risk, in Part II, Item 7A of HEI’s 2012 Form 10-K and HECO’s Quantitative and Qualitative Disclosures About Market Risk, which is incorporated into Part II, Item 7A of HECO’s 2012 Form 10-K by reference to Exhibit 99.2.

 

ASB’s interest-rate risk sensitivity measures as of June 30, 2013 and December 31, 2012 constitute “forward-looking statements” and were as follows:

 

 

 

Change in NII
(gradual change in interest rates)

 

Change in EVE
(instantaneous change in interest rates)

 

Change in interest rates
(basis points)

 

June 30,
2013

 

December 31,
2012

 

June 30,
2013

 

December 31,
2012

 

+300

 

1.8

%

1.6

%

(9.8

)%

(9.4

)%

+200

 

0.6

 

0.5

 

(6.0

)

(4.9

)

+100

 

0.1

 

0.1

 

(2.7

)

(1.9

)

-100

 

(0.2

)

(0.2

)

(0.2

)

(1.7

)

 

Management believes that ASB’s interest rate risk position as of June 30, 2013 represents a reasonable level of risk. Net interest income (NII) sensitivity as of June 30, 2013 was slightly more asset sensitive for larger increases in rates compared to December 31, 2012 due to changes in assumptions about the rate sensitivity of certain non-maturity or core deposits.

 

ASB’s base economic value of equity (EVE) increased to $868 million as of June 30, 2013 compared to $767 million as of December 31, 2012 due to the decrease in the discount of core deposits resulting from the rise in interest rates.

 

The change in EVE was more sensitive to rising rate scenarios as of June 30, 2013 compared to December 31, 2012 due to the increase and steepening of the yield curve and changes in the asset mix as the residential portfolio grew and short duration securities were sold.

 

The computation of the prospective effects of hypothetical interest rate changes on the NII sensitivity and the percentage change in EVE is based on numerous assumptions, including relative levels of market interest rates, loan prepayments, balance changes and pricing strategies, and should not be relied upon as indicative of actual results. To the extent market conditions and other factors vary from the assumptions used in the simulation analysis, actual results may differ materially from the simulation results. Furthermore, NII sensitivity analysis measures the change in ASB’s twelve-month, pre-tax NII in alternate interest rate scenarios, and is intended to help management identify potential exposures in ASB’s current balance sheet and formulate appropriate strategies for managing interest rate risk. The simulation does not contemplate any actions that ASB management might undertake in response to changes in interest rates. Further, the changes in NII vary in the twelve-month simulation period and are not necessarily evenly distributed over the period. These analyses are for analytical purposes only and do not represent management’s views of future market movements, the level of future earnings, or the timing of any changes in earnings within the twelve month analysis horizon. The actual impact of changes in interest rates on NII will depend on the magnitude and speed with which rates change, actual changes in ASB’s balance sheet, and management’s responses to the changes in interest rates.

 

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Item 4. Controls and Procedures

 

HEI:

 

Changes in Internal Control over Financial Reporting

 

During the second quarter of 2013, there were no changes in internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Constance H. Lau, HEI Chief Executive Officer, and James A. Ajello, HEI Chief Financial Officer, have evaluated the disclosure controls and procedures of HEI as of June 30, 2013. Based on their evaluations, as of June 30, 2013, they have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective in ensuring that information required to be disclosed by HEI in reports HEI files or submits under the Securities Exchange Act of 1934:

 

(1)         is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and

(2)         is accumulated and communicated to HEI management, including HEI’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

HECO:

 

Changes in Internal Control over Financial Reporting

 

During the second quarter of 2013, there were no changes in internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of HECO and its subsidiaries’ internal control over financial reporting as of June 30, 2013 that has materially affected, or is reasonably likely to materially affect, HECO and its subsidiaries’ internal control over financial reporting.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Richard M. Rosenblum, HECO Chief Executive Officer, and Tayne S. Y. Sekimura, HECO Chief Financial Officer, have evaluated the disclosure controls and procedures of HECO as of June 30, 2013. Based on their evaluations, as of June 30, 2013, they have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective in ensuring that information required to be disclosed by HECO in reports HECO files or submits under the Securities Exchange Act of 1934:

 

(1)         is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and

(2)         is accumulated and communicated to HECO management, including HECO’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The descriptions of legal proceedings (including judicial proceedings and proceedings before the PUC and environmental and other administrative agencies) in HEI’s Form 10-K (see “Part I. Item 3. Legal Proceedings” and proceedings referred to therein) and this 10-Q (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Note 4 of HEI’s “Notes to Consolidated Financial Statements” and HECO’s “Notes to Consolidated Financial Statements”) are incorporated by reference in this Item 1. With regard to any pending legal proceeding, alternative dispute resolution, such as mediation or settlement, may be pursued where appropriate, with such efforts typically maintained in confidence unless and until a resolution is achieved. Certain HEI subsidiaries (including HECO and its subsidiaries and ASB) may also be involved in ordinary routine PUC proceedings, environmental proceedings and litigation incidental to their respective businesses.

 

Item 1A. Risk Factors

 

For information about Risk Factors, see pages 70 to 79 of HEI’s Form 10-Q for the quarter ended March 31, 2013, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk,” HEI’s Consolidated Financial Statements and HECO’s Consolidated Financial Statements herein. Also, see “Forward-Looking Statements” on pages v and vi of HEI’s 2012 Form 10-K, as updated on pages iv and v herein.

 

Item 5. Other Information

 

A.            Ratio of earnings to fixed charges.

 

 

 

Six months ended
June 30

 

Years ended December 31

 

 

 

2013

 

2012

 

2012

 

2011

 

2010

 

2009

 

2008

 

HEI and Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding interest on ASB deposits

 

3.50

 

3.59

 

3.28

 

3.22

 

2.89

 

2.29

 

2.06

 

Including interest on ASB deposits

 

3.36

 

3.41

 

3.14

 

3.03

 

2.64

 

1.95

 

1.71

 

HECO and Subsidiaries

 

3.57

 

3.79

 

3.37

 

3.52

 

2.88

 

2.99

 

3.48

 

 

See HEI Exhibit 12.1 and HECO Exhibit 12.2.

 

B.            James A. Ajello, HEI Executive Vice President and Chief Financial Officer, has been appointed HEI principal accounting officer effective August 2, 2013, in addition to his existing responsibilities. With respect to the principal accounting officer role, Mr. Ajello succeeds Jennifer B. Loo, HEI Manager, Financial Reporting and Accounting and Assistant Controller, who served as Interim principal accounting officer from March 8 to August 1, 2013, in addition to her ongoing duties. Mr. Ajello will not receive any additional compensation in connection with his appointment as principal accounting officer.

 

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Item 6. Exhibits

 

HEI Exhibit 12.1

 

Hawaiian Electric Industries, Inc. and Subsidiaries

 

 

Computation of ratio of earnings to fixed charges, six months ended June 30, 2013 and 2012 and years ended December 31, 2012, 2011, 2010, 2009 and 2008

 

 

 

HEI Exhibit 31.1

 

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer)

 

 

 

HEI Exhibit 31.2

 

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of James A. Ajello (HEI Chief Financial Officer)

 

 

 

HEI Exhibit 32.1

 

HEI Certification Pursuant to 18 U.S.C. Section 1350

 

 

 

HEI Exhibit 101.INS

 

XBRL Instance Document

 

 

 

HEI Exhibit 101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

HEI Exhibit 101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

HEI Exhibit 101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

HEI Exhibit 101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

HEI Exhibit 101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

HECO Exhibit 12.2

 

Hawaiian Electric Company, Inc. and Subsidiaries

 

 

Computation of ratio of earnings to fixed charges, six months ended June 30, 2013 and 2012 and years ended December 31, 2012, 2011, 2010, 2009 and 2008

 

 

 

HECO Exhibit 31.3

 

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Richard M. Rosenblum (HECO Chief Executive Officer)

 

 

 

HECO Exhibit 31.4

 

Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (HECO Chief Financial Officer)

 

 

 

HECO Exhibit 32.2

 

HECO Certification Pursuant to 18 U.S.C. Section 1350

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

HAWAIIAN ELECTRIC COMPANY, INC.

                                                                 (Registrant)

 

                                                         (Registrant)

 

 

 

 

 

 

By

/s/ Constance H. Lau

 

By

/s/ Richard M. Rosenblum

 

Constance H. Lau

 

 

Richard M. Rosenblum

 

President and Chief Executive Officer

 

 

President and Chief Executive Officer

 

(Principal Executive Officer of HEI)

 

 

(Principal Executive Officer of HECO)

 

 

 

 

 

 

By

/s/ James A. Ajello

 

By

/s/ Tayne S. Y. Sekimura

 

James A. Ajello

 

 

Tayne S. Y. Sekimura

 

Executive Vice President and

 

 

Senior Vice President

 

Chief Financial Officer

 

 

and Chief Financial Officer

 

(Principal Financial and Accounting

 

 

(Principal Financial Officer of HECO)

 

Officer of HEI)

 

 

 

 

 

 

 

 

 

 

By

/s/ Cathlynn L. Yoshida

 

 

 

Cathlynn L. Yoshida

 

 

 

Controller

 

 

 

(Principal Accounting Officer of HECO)

 

 

 

 

 

 

Date: August 8, 2013

 

Date: August 8, 2013

 

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