HAWAIIAN ELECTRIC CO INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
HE$9.08+0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. FORM 10-K SUMMARY
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
| December 31 | 2023 | 2022 |
|---|---|---|
| (dollars in thousands) | ||
| Assets | ||
| Cash and cash equivalents | $136,510 | $611 |
| Restricted cash | 6,216 | — |
| Accounts receivable | 9,374 | 946 |
| Notes receivable from subsidiaries | 4,821 | 1,140 |
| Property, plant and equipment, net | 1,495 | 1,877 |
| Deferred income tax assets | 9,889 | 12,107 |
| Other assets and intercompany receivables | 22,942 | 17,695 |
| Investments in subsidiaries, at equity | 3,025,086 | 2,894,856 |
| Total assets | $3,216,333 | $2,929,232 |
| Liabilities and shareholders’ equity | ||
| Liabilities | ||
| Accounts payable | $8,272 | $797 |
| Interest payable | 3,397 | 1,554 |
| Commercial paper | — | 49,683 |
| Short-term debt, net | — | 34,918 |
| Long-term debt, net | 782,005 | 557,874 |
| Retirement benefits liability | 21,876 | 21,983 |
| Other | 55,942 | 59,924 |
| Total liabilities | 871,492 | 726,733 |
| 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: 110,151,798 shares and 109,470,795 shares at December 31, 2023 and 2022, respectively | 1,707,471 | 1,692,697 |
| Retained earnings | 926,720 | 845,830 |
| Accumulated other comprehensive loss, net of tax benefits | (289,350) | (336,028) |
| Total shareholders’ equity | 2,344,841 | 2,202,499 |
| Total liabilities and shareholders’ equity | $3,216,333 | $2,929,232 |
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
CONDENSED STATEMENTS OF INCOME
| Years ended December 31 | 2023 | 2022 | 2021 |
|---|---|---|---|
| (in thousands) | |||
| Revenues | $268 | $320 | $105 |
| Equity in net income of subsidiaries | 239,532 | 273,076 | 278,743 |
| Expenses | |||
| Operating, administrative and general | 22,962 | 20,850 | 24,006 |
| Depreciation of property, plant and equipment | 402 | 399 | 414 |
| Taxes, other than income taxes | 864 | 732 | 514 |
| Total expenses | 24,228 | 21,981 | 24,934 |
| Operating income | 215,572 | 251,415 | 253,914 |
| Retirement defined benefits credit (expense)—other than service costs | 289 | 147 | (114) |
| Interest expense | 32,630 | 21,997 | 18,444 |
| Interest income | (2,651) | — | — |
| Income before income tax benefits | 185,304 | 229,271 | 235,584 |
| Income tax benefits | 13,934 | 11,867 | 10,582 |
| Net income | $199,238 | $241,138 | $246,166 |
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Incorporated by reference are HEI and Subsidiaries’ Statements of Consolidated Comprehensive Income and Consolidated Statements of Changes in Shareholders’ Equity in Part II, Item 8.
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
CONDENSED STATEMENTS OF CASH FLOWS
| Years ended December 31 | 2023 | 2022 | 2021 |
|---|---|---|---|
| (in thousands) | |||
| Net cash provided by operating activities | $131,873 | $167,150 | $154,151 |
| Cash flows from investing activities | |||
| Increase in note receivable from subsidiary | (3,542) | (1,140) | — |
| Capital expenditures | (21) | (224) | (10) |
| Investments in subsidiaries | (12,246) | (50,629) | (76,232) |
| Other | 610 | 1,662 | 180 |
| Net cash used in investing activities | (15,199) | (50,331) | (76,062) |
| Cash flows from financing activities | |||
| Net decrease in short-term borrowings with original maturities of three months or less | (49,683) | (4,315) | (10,493) |
| Proceeds from issuance of short-term debt | 65,000 | 35,000 | — |
| Repayment of short-term debt | (100,000) | — | (15,000) |
| Proceeds from issuance of long-term debt | 100,000 | 160,000 | 150,000 |
| Repayment of long-term debt | (50,000) | (150,000) | (50,000) |
| Proceeds from issuance of revolving credit facility | 175,000 | — | — |
| Withheld shares for employee taxes on vested share-based compensation | (2,371) | (3,165) | (2,006) |
| Net proceeds from issuance of common stock | 1,223 | — | — |
| Common stock dividends | (112,957) | (153,229) | (148,643) |
| Other | (771) | (978) | (1,767) |
| Net cash provided by (used in) financing activities | 25,441 | (116,687) | (77,909) |
| Net increase in cash and equivalents | 142,115 | 132 | 180 |
| Cash, cash equivalents and restricted cash, January 1 | 611 | 479 | 299 |
| Cash, cash equivalents and restricted cash December 31 | 142,726 | 611 | 479 |
| Less: restricted cash | (6,216) | — | — |
| Cash and cash equivalents December 31 | $136,510 | $611 | $479 |
NOTES TO CONDENSED FINANCIAL INFORMATION
Basis of Presentation
The “Notes to Consolidated Financial Statements” in Part II, Item 8 should be read in conjunction with the above HEI (Parent Company) financial statements. All HEI subsidiaries are reflected in the Condensed Financial Statements under the equity method. Income taxes for equity method investments are included in “Equity in net income of subsidiaries.”
Long-term debt
The components of long-term debt, net, were as follows:
| December 31 | 2023 | 2022 |
|---|---|---|
| (dollars in thousands) | ||
| HEI 3.99% senior notes, paid in 2023 | $— | $50,000 |
| HEI 4.58% senior notes, due 2025 | 50,000 | 50,000 |
| HEI 4.72% senior notes, due 2028 | 100,000 | 100,000 |
| HEI 2.82% senior notes, due 2028 | 24,000 | 24,000 |
| HEI 2.48% senior notes, due 2028 | 30,000 | 30,000 |
| HEI 6.04% senior notes, due 2028 | 39,000 | — |
| HEI 2.98% senior notes, due 2030 | 50,000 | 50,000 |
| HEI 3.15% senior notes, due 2031 | 51,000 | 51,000 |
| HEI 2.78% senior notes, due 2031 | 25,000 | 25,000 |
| HEI 2.98% senior notes, due 2032 | 30,000 | 30,000 |
| HEI 5.43% senior notes, due 2032 | 75,000 | 75,000 |
| HEI 6.10% senior notes, due 2033 | 61,000 | — |
| HEI 5.43% senior notes, due 2034 | 35,000 | 35,000 |
| HEI 3.74% senior notes, due 2051 | 20,000 | 20,000 |
| HEI 3.94% senior notes, due 2052 | 20,000 | 20,000 |
| HEI revolving credit facility SOFR + 1.80% due 2026 to 20271 | 175,000 | — |
| Less unamortized debt issuance costs | (2,995) | (2,126) |
| Long-term debt, net | $782,005 | $557,874 |
1 As of December 31, 2023, the interest rate is based on term SOFR plus the applicable margin of 1.75%, reduced by a 0.05% sustainability margin adjustment, plus an additional 0.10% spread adjustment; the weighted-average interest rate was 7.19%..
The aggregate payments of principal required within five years after December 31, 2023 on long-term debt arenil in 2024, $50 million in 2025, $18 million in 2026, $157 million in 2027, $193 million for 2028, and $367 million thereafter.
Income taxes
The Company’s financial reporting policy for income tax allocations is based upon a separate entity concept whereby each subsidiary provides income tax expense (or benefits) as if each were a separate taxable entity. The difference between the aggregate separate tax return income tax provisions and the consolidated financial reporting income tax provision is charged or credited to HEI’s separate tax provision.
Dividends from HEI subsidiaries
In 2023, 2022 and 2021, cash dividends received from subsidiaries were $168 million, $168 million and $172 million, respectively.
Supplemental disclosures of noncash activities
In 2023, 2022 and 2021, $2.3 million, $1.9 million and $2.1 million, respectively, of HEI accounts receivable from ASB Hawaii were reduced with a corresponding reduction in HEI notes payable to ASB Hawaii in noncash transactions.
In 2023, 2022 and 2021, $2.3 million, $1.9 million and $2.1 million, respectively, were contributed as equity by HEI into ASB Hawaii with a corresponding increase in HEI notes payable to ASB Hawaii in noncash transactions.
Under the HEI DRIP, common stock dividends reinvested by shareholders in HEI common stock in noncash transactions was $5.4 million for 2023 andnil for 2022 and 2021. HEI satisfied the share purchase requirements of the DRIP in 2023, 2022 and 2021 through open market purchases of its common stock rather than new issuances.
Hawaiian Electric Industries, Inc. and subsidiaries
and Hawaiian Electric Company, Inc. and subsidiaries
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2023, 2022 and 2021
| Col. A · Col. B · Col. C · Col. D · Col. E | |||||
|---|---|---|---|---|---|
| (in thousands) | Additions | ||||
| Description | Balanceat begin-ning ofperiod | Charged tocosts andexpenses | Chargedto otheraccounts | Deductions | Balance atend ofperiod |
| Allowance for uncollectible accounts – electric utility | $6,111 | $8,161 | $(665)(a) | $9,047(b) | $4,560 |
| Allowance for uncollectible accounts – electric utility | $26,100 | $6,028 | $(14,626)(a) | $11,391(b) | $6,111 |
| Allowance for uncollectible accounts – electric utility | $17,809 | $4,183 | $11,795(a) | $7,687(b) | $26,100 |
(a)Includes ($2,700) and ($16,200) of recoveries from previous deferred bad debt expense for 2023 and 2022, respectively, and $10,700 of bad debt expenses for 2021, that have been deferred to regulatory assets pursuant to a PUC order as the recovery is probable. Total deferred bad debt expense of $10,700 in 2021 is net of a $2,000 reversal associated with customer bill credits to be provided under the Utilities’ bill forgiveness program.
(b)Bad debts charged off.
(a)(3) and (b) Exhibits
The exhibits listed for HEI and Hawaiian Electric are listed in the index under the headings “HEI” and “Hawaiian Electric,” respectively, except that the exhibits listed under “Hawaiian Electric” are also exhibits for HEI.
EXHIBIT INDEX
The exhibits designated by an asterisk (*) are filed herewith. The exhibits not so designated are incorporated by reference to the indicated filing.
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| HEI: | ||||||
| 3(i) | HEI’s Amended and Restated Articles of Incorporation effective June 2, 2020. | 10-Q | 1-8503 | 3.1 | 8/6/20 | |
| 3(ii) | HEI’s Amended and Restated Bylaws effective November 3, 2022. | 8-K | 1-8503 | 3 | 11/7/22 | |
| 4 | Description of HEI Common Stock | 10-K | 1-8503 | 4 | 2/28/20 | |
| 4.1 | Agreement to provide the SEC with instruments which define the rights of holders of certain long-term debt of HEI and its subsidiaries. | 10-Q | 1-8503 | 4.1 | 5/9/22 | |
| 4.2 | Hawaiian Electric Industries Retirement Savings Plan, restatement effective October 6, 2022. | 10-Q | 1-8503 | 4 | 5/9/23 | |
| * | 4.2(a) | Amendment 2023-1 to the Hawaiian Electric Industries Retirement Savings Plan, restatement effective August 1, 2023. | ||||
| 4.3 | Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company, as Trustee | 10-Q | 1-8503 | 4 | 11/8/12 | |
| 4.3(a) | Letter Amendment effective November 28, 2012 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.6(a) | 2/19/13 | |
| 4.3(b) | Letter Amendment effective October 1, 2014 to Master Trust Agreement dated as of September 4, 2012 between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/6/14 | |
| 4.3(c) | First Amendment effective March 1, 2015 to Master Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 5/6/15 | |
| 4.3(d) | Letter Amendment effective August 3, 2015 to Master Trust Agreement (dated as of September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(d) | 3/1/18 | |
| 4.3(e) | Letter Amendment effective August 15, 2017 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/2/17 | |
| 4.3(f) | Second Amendment effective January 1, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(f) | 3/1/18 | |
| 4.3(g) | Letter of Direction effective January 2, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(g) | 3/1/18 | |
| 4.3(h) | Third Amendment effective July 1, 2018 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 8/3/18 | |
| 4.3(i) | Fourth Amendment effective June 26, 2019 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | S-8 | 333-232360 | 4.15 | 6/26/19 | |
| 4.3(j) | Letter Amendment effective November 1, 2019 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(j) | 2/28/20 | |
| 4.3(k) | Fifth Amendment effective March 1, 2020 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company | 10-Q | 1-8503 | 4.2 | 5/5/20 | |
| 4.3(l) | Letter Amendment effective October 15, 2021 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company | 10-Q | 1-8503 | 4 | 11/5/21 | |
| 4.3(m) | Letter Amendment effective November 1, 2022 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-Q | 1-8503 | 4 | 11/7/22 | |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 4.3(n) | Letter Amendment effective January 1, 2023 to Master Trust Agreement (dated September 4, 2012) between HEI and ASB and Fidelity Management Trust Company. | 10-K | 1-8503 | 4.4(n) | 2/27/23 | |
| 4.4 | Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan, as amended and restated, effective November 3, 2022. | S-3 | 333-268339 | 4.3 | 11/14/22 | |
| 4.5 | American Savings Bank 401(k) Plan, restatement effective January 1, 2013. | 10-K | 1-8503 | 4.8 | 2/19/13 | |
| 4.5(a) | Amendment 2013-1 to the American Savings Bank 401(k) Plan, effective January 1, 2014. | 10-K | 1-8503 | 4.7(a) | 2/23/16 | |
| 4.5(b) | Amendment 2019-1 to the American Savings Bank 401(k) Plan, effective as of May 6, 2019. | S-8 | 333-232361 | 4.5 | 6/26/19 | |
| 4.5(c) | Amendment 2020-1 to the American Savings Bank 401(k) Plan, effective as of January 1, 2020. | 10-K | 1-8503 | 4.1 | 2/28/20 | |
| 4.5(d) | Amendment 2021-1 to the American Savings Bank 401(k) Plan, executed on of October 4, 2021. | 10-K | 1-8503 | 4.6(d) | 2/27/23 | |
| 4.5(e) | Amendment 2022-1 to the American Savings Bank 401(k) Plan, executed on June 8, 2022. | 10-K | 1-8503 | 4.6(e) | 2/27/23 | |
| 4.5(f) | Amendment 2022-2 to the American Savings Bank 401(k) Plan, executed on December 5, 2022. | 10-K | 1-8503 | 4.6(f) | 2/27/23 | |
| 4.5(g) | Amendment 2023-1 to the American Savings Bank 401(k) Plan, executed on January 12, 2023. | 10-K | 1-8503 | 4.6(g) | 2/27/23 | |
| * | 4.5(h) | Amendment 2023-2 to the American Savings Bank 401(k) Plan, executed on December 21, 2023. | ||||
| 10.1 | Conditions for the Merger and Corporate Restructuring of Hawaiian Electric Company, Inc. dated September 23, 1982. | 10-K | 1-8503 | 10.1 | 2/28/07 | |
| 10.2 | Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988, between HEI, HEIDI and the Federal Savings and Loan Insurance Corporation (by the Federal Home Loan Bank of Seattle). | 8-K | 1-8503 | 10.2 | 5/9/22 | |
| 10.3 | OTS letter regarding release from Part II.B. of the Regulatory Capital Maintenance/Dividend Agreement dated May 26, 1988. | 10-K | 1-8503 | 10.3 | 5/9/22 | |
| HEI Exhibits 10.4 through 10.24 are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b) of this report. HEI Exhibits 10.4 through 10.18 are also management contracts or compensatory plans or arrangements with Hawaiian Electric participants and HEI Exhibit 10.20 is a management contract or compensatory plan or arrangement with Hawaiian Electric participants. | ||||||
| 10.4 | HEI Executive Incentive Compensation Plan amended as of February 4, 2013. | 10-K | 1-8503 | 10.4 | 2/19/13 | |
| 10.5 | HEI Executives’ Deferred Compensation Plan amended and restated effective January 1, 2019. | 10-K | 1-8503 | 10.5 | 2/28/19 | |
| 10.6 | Hawaiian Electric Industries, Inc. 2010 Equity and Incentive Plan, as amended and restated November 16, 2010. | 10-K | 1-8503 | 10.6 | 2/18/11 | |
| 10.7 | Hawaiian Electric Industries, Inc. 2010 Equity and Incentive Plan, as amended and restated February 14, 2014. | Proxy (DEF 14A) | 1-8503 | Appendix D | 3/25/14 | |
| 10.7(a) | Form of Non-Qualified Stock Option Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.4 | 5/11/10 | |
| 10.7(b) | Form of Stock Appreciation Right Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.5 | 5/11/10 | |
| 10.7(c) | Form of Restricted Shares Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.6 | 5/11/10 | |
| 10.7(d) | Form of Performance Shares Agreement pursuant to 2010 Equity and Incentive Plan. | S-8 | 333-166737 | 4.7 | 5/11/10 | |
| 10.7(e) | Form of Restricted Stock Unit Agreement, pursuant to 2010 Equity and Incentive Plan, as amended and restated February 5, 2021. | 10-Q | 1-8503 | 10 | 5/10/21 | |
| 10.8 | HEI Long-Term Incentive Plan amended and restated as of February 5, 2021. | 10-K | 1-8503 | 10.8 | 2/26/21 | |
| 10.9 | HEI Supplemental Executive Retirement Plan amended and restated as of January 1, 2009. | 10-Q | 1-8503 | 10.3 | 11/5/08 | |
| 10.9(a) | Amendments to the HEI Supplemental Executive Retirement Plan Freezing Benefit Accruals Effective December 31, 2008. | 10-K | 1-8503 | 10.9(a) | 2/27/09 | |
| 10.10 | HEI Excess Pay Plan amended and restated as of January 1, 2009. | 10-K | 1-8503 | 10.10 | 2/27/09 | |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 10.10(a) | HEI Excess Pay Plan Addendum for Constance H. Lau. | 10-K | 1-8503 | 10.10(a) | 2/27/09 | |
| 10.10(b) | Amendment No. 1 dated December 13, 2010 to January 1, 2009 Restatement of HEI Excess Pay Plan. | 10-K | 1-8503 | 10.10(c) | 2/19/13 | |
| 10.11 | Form of Change in Control Agreement. | 10-K | 1-8503 | 10.11 | 2/27/09 | |
| 10.12 | Nonemployee Director Retirement Plan, effective as of October 1, 1989. | 10-K | 1-8503 | 10.12 | 5/9/22 | |
| 10.13 | HEI 2011 Nonemployee Director Stock Plan, as amended effective October 31, 2019. | 10-K | 1-8503 | 10.13 | 2/28/20 | |
| 10.14 | HEI Non-Employee Directors’ Deferred Compensation Plan. | 10-Q | 1-8503 | 10.5 | 11/5/08 | |
| 10.15 | Executive Death Benefit Plan of HEI and Participating Subsidiaries restatement effective as of January 1, 2009. | 10-Q | 1-8503 | 10.6 | 11/5/08 | |
| 10.15(a) | Resolution of the Compensation Committee of the Board of Directors of Hawaiian Electric Industries, Inc. Re: Adoption of Amendment No. 1 to January 1, 2009 Restatement of the Executive Death Benefit Plan. | 10-Q | 1-8503 | 10.1 | 11/2/09 | |
| 10.16 | Amended and Restated Severance Pay Plan for Management Employees of Hawaiian Electric Industries, Inc. and Executive Employees of Affiliates, effective as of April 2, 2018. | 10-Q | 1-8503 | 10 | 8/3/18 | |
| 10.17 | Hawaiian Electric Industries, Inc. Executives’ Deferred Compensation Plan effective on January 1, 2009. | 10-Q | 1-8503 | 10.2 | 11/5/08 | |
| 10.18 | Form of Indemnity Agreement (HEI, Hawaiian Electric and ASB with their respective directors and HEI with certain of its senior officers). | 10-Q | 1-8503 | 10.1 | 11/8/12 | |
| * | 10.19 | Hawaiian Electric Industries, Inc. Executive Severance Plan effective February 23, 2024. | ||||
| * | 10.20 | Hawaiian Electric Company, Inc. Executive Severance Plan effective February 23, 2024. | ||||
| * | 10.21 | American Savings Bank F.S.B. Executive Severance Board Policy effective February 23, 2024. | ||||
| * | 10.22 | Retention Bonus Agreement between American Savings Bank F.S.B. and Ann Teranishi dated as of February 23, 2024. | ||||
| * | 10.23 | American Savings Bank Select Deferred Compensation Plan (Restatement Effective January 1, 2024). | ||||
| 10.24 | American Savings Bank Supplemental Executive Retirement, Disability, and Death Benefit Plan, effective January 1, 2009. | 10-Q | 1-8503 | 10.8 | 11/5/08 | |
| 10.24(a) | Amendments to the American Savings Bank Supplemental Executive Retirement, Disability, and Death Benefit Plan Freezing Benefit Accruals Effective December 31, 2008. | 10-K | 1-8503 | 10.19(b) | 2/27/09 | |
| 10.25(a)*** | Third Amended and Restated Credit Agreement, dated as of May 14, 2021, among Hawaiian Electric Industries, Inc., as Borrower, the Lenders Party Hereto, and Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Wells Fargo Bank, National Association, MUFG Union Bank, N.A., Barclays Bank PLC, Bank of Hawaii and The Toronto-Dominion Bank, New York Branch, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Sustainability Structuring Agents and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Runners. | 10-Q | 1-8503 | 10.2 | 8/9/21 | |
| 10.25(b)*** | Amendment No. 1 dated as of April 21, 2023 to the Third Amended and Restated Credit Agreement, dated as of May 14, 2021. | 10-Q | 1-8503 | 10.1 | 8/7/23 | |
| * | 21.1 | HEI - Subsidiaries of the Registrant. | ||||
| * | 23.1 | Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP). | ||||
| * | 31.1 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Scott W. H. Seu (HEI Chief Executive Officer). | ||||
| * | 31.2 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Scott T. DeGhetto (HEI Chief Financial Officer). | ||||
| * | 32.1 | HEI Certification Pursuant to 18 U.S.C. Section 1350. | ||||
| * | 97 | Policy Regarding the Recovery of Erroneously Awarded Incentive-Based Compensation. | ||||
| * | 101.INS | XBRL Instance Document. | ||||
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| * · 101.SCH · XBRL Taxonomy Extension Schema Document. | ||||||
| * · 101.CAL · XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||
| * · 101.DEF · XBRL Taxonomy Extension Definition Linkbase Document. | ||||||
| * · 101.LAB · XBRL Taxonomy Extension Label Linkbase Document. | ||||||
| * · 101.PRE · XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||
| Hawaiian Electric: | ||||||
| 3(i).1 | Hawaiian Electric’s Certificate of Amendment of Articles of Incorporation. | 10-K | 1-4955 | 3.1 | 3/31/89 | |
| 3(i).2 | Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation. | 10-K | 1-4955 | 3.1(b) | 3/27/90** | |
| 3(i).3 | Articles of Amendment to Hawaiian Electric’s Amended Articles of Incorporation. | 10-K | 1-4955 | 3(i).4 | 3/23/99 | |
| 3(i).4 | Articles of Amendment amending Article V of Hawaiian Electric’s Amended Articles of Incorporation effective August 6, 2009. | 10-Q | 1-4955 | 3(i).4 | 8/7/09 | |
| 3(ii) | Hawaiian Electric’s Amended and Restated Bylaws (as last amended August 6, 2010). | 8-K | 1-4955 | 3(ii) | 8/9/10 | |
| 4 | Description of Hawaiian Electric’s Preferred Stock | 10-K | 1-4955 | 4 | 2/28/20 | |
| 4.1 | Agreement to provide the SEC with instruments which define the rights of holders of certain long-term debt of Hawaiian Electric, Hawaii Electric Light and Maui Electric | 10-K | 1-4955 | 4.1 | 3/19/03 | |
| 4.2 | Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated April 19, 2012. | 8-K | 1-4955 | 4(a) | 4/23/12 | |
| 4.3 | Note Purchase Agreement among Hawaiian Electric and the Purchasers that are parties thereto, dated September 13, 2012. | 8-K | 1-4955 | 4 | 9/14/12 | |
| 4.4 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. | 8-K | 1-4955 | 4(a) | 10/7/13 | |
| 4.5 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 3, 2013. | 8-K | 1-4955 | 4(b) | 10/7/13 | |
| 4.6 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 3, 2013. | 10-Q | 1-4955 | 4 | 11/7/13 | |
| 4.7 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(a) | 10/16/15 | |
| 4.8 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Maui Electric Company, Limited and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(b) | 10/16/15 | |
| 4.9 | Note Purchase and Guaranty Agreement among Hawaiian Electric, Hawaii Electric Light Company, Inc. and the Purchasers that are parties thereto, dated as of October 15, 2015. | 8-K | 1-4955 | 4(c) | 10/16/15 | |
| 4.10 | Note Purchase Agreement among Hawaiian Electric Company, Inc. and the Purchasers that are parties thereto, dated as of December 15, 2016. | 8-K | 1-4955 | 4 | 12/19/16 | |
| 10.1(a) | Amended and Restated Power Purchase Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated October 29, 2021. | 10-K | 1-4955 | 10.1(j) | 2/25/22 | |
| * | 10.1(b) | Letter Agreement between Hawaiian Electric and Kalaeloa Partners, L.P., dated February 22, 2023. | ||||
| 10.2(a) | Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997 (but with the following attachments omitted: Attachment C, “Selected portions of the North American Electric Reliability Council Generating Availability Data System Data Reporting Instructions dated October 1996” and Attachment E, “Form of the Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light,” which is provided in final form as Exhibit 10.6(b)). | 10-K | 1-4955 | 10.7 | 3/27/98 | |
| 10.2(b) | Interconnection Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997. | 10-K | 1-4955 | 10.7(a) | 3/27/98 | |
| 10.2(c) | Amendment No. 1, executed on January 14, 1999, to Power Purchase Agreement between Encogen Hawaii, L.P. and Hawaii Electric Light dated October 22, 1997. | 10-K | 1-4955 | 10.7(b) | 3/23/99 | |
| Exhibit no. · Description · Form · File Number · Exhibit # · Filing date | ||||||
|---|---|---|---|---|---|---|
| 10.2(d) | Notice and acknowledgment under power purchase agreement effective November 24, 2017 by Hamakua Energy, LLC and acknowledged by Hawaii Electric Light. | 10-K | 1-4955 | 10.4(d) | 3/1/18 | |
| 10.3 | Supply Contract for Low Sulfur Fuel Oil, High Sulfur Fuel Oil, No. 2 Diesel, and Ultra-Low Sulfur Diesel by and between Hawaiian Electric, Hawaii Electric Light, and Maui Electric and PAR Hawaii Refining, LLC dated February 1, 2022 (certain confidential information has been omitted) | 10-Q | 1-4955 | 10.1 | 5/9/22 | |
| 10.4 | Inter-Island Fuel Transportation Contract between Sause Bros., Inc. and Hawaiian Electric dated August 23, 2021 (certain confidential information has been omitted) | 10-K | 1-4955 | 10.6 | 2/25/22 | |
| 10.5(a)*** | Third Amended and Restated Credit Agreement, dated as of May 14, 2021, among Hawaiian Electric Company, Inc., as Borrower, the Lenders Party Hereto, and Bank of America, N.A. and U.S. Bank National Association, as Co-Syndication Agents, and Wells Fargo Bank, National Association, MUFG Union Bank, N.A., Barclays Bank PLC, Bank of Hawaii and The Toronto-Dominion Bank, New York Branch, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, and JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Sustainability Structuring Agents and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Runners. | 10-Q | 1-4955 | 10.3 | 8/9/21 | |
| 10.5(b)*** | Amendment No. 1 dated as of April 21, 2023 to the Third Amended and Restated Credit Agreement, dated as of May 14, 2021. | 10-Q | 1-8503 | 10.2 | 8/7/23 | |
| * | 21.2 | Hawaiian Electric - Subsidiaries of the Registrant. | ||||
| * | 31.3 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Shelee M. T. Kimura (Hawaiian Electric Chief Executive Officer). | ||||
| * | 31.4 | Certification Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Paul K. Ito (Hawaiian Electric Chief Financial Officer). | ||||
| * | 32.2 | Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350. | ||||
| * | 99.1 | Hawaiian Electric’s Directors, Executive Officers and Corporate Governance; Hawaiian Electric’s Executive Compensation; Hawaiian Electric’s Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Hawaiian Electric’s Certain Relationships and Related Transactions, and Director Independence; and Hawaiian Electric’s Principal Accounting Fees and Services. | ||||
** Date of transmittal letter to SEC.
*** Schedules and exhibits have been omitted from this filing pursuant to Item 601(a) (5) of the Regulation S-K. We agree to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The execution of this report by registrant Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | HAWAIIAN ELECTRIC COMPANY, INC. | ||
|---|---|---|---|
| (Registrant) | (Registrant) | ||
| By | /s/ Scott T. DeGhetto | By | /s/ Paul K. Ito |
| Scott T. DeGhetto | Paul K. Ito | ||
| Executive Vice President, Chief Financial Officer | Senior Vice President, Chief Financial Officer | ||
| and Treasurer | and Treasurer | ||
| (Principal Financial Officer of HEI) | (Principal Financial Officer of Hawaiian Electric) | ||
| Date: | February 29, 2024 | Date: | February 29, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities indicated on February 29, 2024. The execution of this report by each of the undersigned who signs this report solely in such person’s capacity as a director or officer of Hawaiian Electric Company, Inc. shall be deemed to relate only to matters having reference to such registrant and its subsidiaries.
| Signature | Title |
|---|---|
| /s/ Scott W. H. Seu | President & Chief Executive Officer of HEI and |
| Scott W. H. Seu | Director of HEI |
| (Principal Executive Officer of HEI) | |
| /s/ Shelee M. T. Kimura | President & Chief Executive Officer of Hawaiian Electric |
| Shelee M. T. Kimura | and Director of Hawaiian Electric |
| (Principal Executive Officer of Hawaiian Electric) | |
| /s/ Scott T. DeGhetto | Executive Vice President, Chief Financial Officer and |
| Scott T. DeGhetto | Treasurer of HEI (Principal Financial Officer of HEI) |
| /s/ Bruce K. Tamashiro | Controller of HEI |
| Bruce K. Tamashiro | (Principal Accounting Officer of HEI) |
| /s/ Paul K. Ito | Senior Vice President, Chief Financial Officer and Treasurer |
| Paul K. Ito | of Hawaiian Electric (Principal Financial Officer |
| of Hawaiian Electric) | |
| /s/ Shannon K. Asato | Controller of Hawaiian Electric |
| Shannon K. Asato | (Principal Accounting Officer of Hawaiian Electric) |
| /s/ James A. Ajello | Director of Hawaiian Electric |
| James A. Ajello | |
| Signature | Title |
|---|---|
| /s/ Celeste A. Connors | Director of HEI |
| Celeste A. Connors | |
| /s/ Thomas B. Fargo | Chair of the Board of Directors of HEI |
| Thomas B. Fargo | |
| /s/ Elisia K. Flores | Director of HEI |
| Elisia K. Flores | |
| /s/ Peggy Y. Fowler | Director of HEI |
| Peggy Y. Fowler | |
| /s/ Timothy E. Johns | Chair of the Board of Directors of Hawaiian Electric |
| Timothy E. Johns | |
| /s/ Micah A. Kāne | Director of HEI |
| Micah A. Kāne | |
| /s/ Mary E. Kipp | Director of Hawaiian Electric |
| Mary E. Kipp | |
| /s/ Alana Kobayashi Pakkala | Director of Hawaiian Electric |
| Alana Kobayashi Pakkala | |
| /s/ William James Scilacci, Jr. | Director of HEI |
| William James Scilacci, Jr. | |
| /s/ Toby B. Taniguchi | Director of Hawaiian Electric |
| Toby B. Taniguchi | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.