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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

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HEI and Hawaiian Electric:

Index to Consolidated Financial StatementsPage
Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 34) - HEI85
Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 34) - Hawaiian Electric89
Consolidated Financial Statements92
HEI
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 202192
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 202193
Consolidated Balance Sheets at December 31, 2023 and 202294
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 202195
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 202196
Hawaiian Electric
Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 202198
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 202198
Consolidated Balance Sheets at December 31, 2023 and 202299
Consolidated Statements of Capitalization at December 31, 2023 and 2022101
Consolidated Statements of Changes in Common Stock Equity for the years ended December 31, 2023, 2022 and 2021103
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021104
Notes to Consolidated Financial Statements105

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of Hawaiian Electric Industries, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Electric Utility Segment — Certain Regulatory Assets and Liabilities — Refer to Notes 1 and 4 to the financial statements

Hawaiian Electric Company, Inc. (“Hawaiian Electric” or the “Utility”) is subject to rate regulation by the Hawaii Public Utility Commission (the “PUC”) and accounts for the effects of regulation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, “Regulated Operations,” as management believes that the operations of the Utility satisfy the criteria for regulatory accounting. The Company’s continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers.

Hawaiian Electric’s rates are subject to regulatory rate-setting processes and earnings oversight. Rates are determined and approved in regulatory proceedings based on an analysis of the Utility’s costs to provide utility service and a return on, and recovery of, Hawaiian Electric’s investment in the utility business.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about the applicability of the specialized rules and to evaluate the likelihood of (1) recovery in future rates of certain incurred costs and (2) the refund to customers of certain amounts. Performing audit procedures related to these judgments required significant auditor judgement and specialized knowledge.

Our audit procedures related to the application of specialized rules to account for rate regulation included the following, among others:

We tested the effectiveness of management’s controls over (1) the evaluation of the application of specialized rules to account for rate regulation and (2) the evaluation of the likelihood of (a) the recovery in future rates of costs deferred as regulatory assets and (b) refunds to customers reported as regulatory liabilities.

We evaluated the Company’s conclusion that it should apply the specialized rules to account for the effects of rate regulation.

We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.

We read relevant regulatory orders issued by the PUC for the Utility to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUC’s treatment of similar costs under similar circumstances.

For certain regulatory assets and liabilities we evaluated whether the amounts recorded were in accordance with ASC Topic 980.

Allowance for Credit Losses — Refer to Notes 1 and 5 to the financial statements

The allowance for credit losses is a material estimate of the Company and is based on the composition, characteristics, and quality of the loans, as well as the prevailing economic conditions and reasonable and supportable forecasts. The Company’s credit loss models use a probability-of-default, loss given default and exposure at default methodology to estimate the expected credit losses.

The Company also incorporates qualitative factors to adjust the historical loss rates or other static sources as these rates may not be an accurate indicator of expected losses in the current portfolio. These qualitative factors include, but are not limited to, adjustments for changes in policies and procedures in underwriting, monitoring or collections, economic conditions, portfolio mix, lending and risk management personnel, results of internal audit and quality control reviews, collateral values, and any concentrations of credit.

The selection of relevant and appropriate qualitative factors in calculating the allowance for credit losses requires significant management judgment. Given the magnitude of the qualitative factors and significant amount of judgment required by management in developing the qualitative component of the overall allowance, performing audit procedures to evaluate the reasonableness of the allowance for credit losses required a high degree of auditor judgment, an increased level of effort, and the need to involve more experienced audit professionals.

Our audit procedures related to the qualitative factors utilized within the allowance for credit losses included the following, among others:

We tested the effectiveness of controls over the allowance for credit losses, including management’s controls over the respective qualitative factors.

We evaluated the reasonableness and conceptual soundness of the allowance for credit losses modeling framework, including the use of qualitative factors.

We tested the mathematical accuracy of the calculation of the qualitative allowance for credit losses as well as the accuracy and completeness of data used as inputs to the determination of qualitative factors.

We evaluated the qualitative factors applied to the historical loss rates, including assessing the basis for the factors and the reasonableness of the qualitative factors used in the allowance for credit losses.

We evaluated the directional consistency and magnitude of the qualitative adjustments, as well as the absolute value of the allowance for credit losses attributable to the qualitative adjustments.

In order to identify potential bias in the determination of the allowance for credit losses, we performed analytical analysis, including retrospective review, where we compared the estimate of losses to actual losses, analyzed ratios of the allowance for credit losses to loans and other relevant metrics, such as losses and nonperforming loans, and performed peer analysis where we compared relevant metrics to comparable financial institutions, and evaluated the relevance of the underlying data used to determine qualitative factors, to identify potential bias in the determination of the allowance for credit losses.

Contingencies — Tort-Related Legal Claims - Refer to Notes 1 and 2 to the financial statements

Multiple civil and class action lawsuits (collectively the “tort-related legal claims”) have been filed against the Company, its subsidiaries, and other defendants related to a number of brush fires that occurred on August 8, 2023, on the island of Maui. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to the property destruction and loss of life. Other claims include, among other things, personal injury, wrongful death, emotional distress and inverse condemnation.

The Company reviews loss contingencies at least quarterly. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

We identified the evaluation of the loss contingencies related to the tort-related legal claims, and related disclosures, as a critical audit matter because auditing management’s judgment in determining the appropriate accounting and disclosures for the tort-related legal claims required significant auditor judgment.

Our audit procedures related to the loss contingency involving the tort-related legal claims included the following, among others:

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s evaluation of the tort-related legal claims, including controls related to the Company's assessment of the accounting and related disclosures based on the most recent facts and circumstances.

We inquired of the Company’s internal and external legal counsel to understand the nature and status of the tort-related legal claims and the basis for the Company’s accounting conclusions related to the tort-related legal claims.

We requested and received written responses from internal and external legal counsel.

We obtained and evaluated management’s evaluation of the tort-related legal claims loss contingency. As part of our procedures, we made inquiries of management and the audit committee to evaluate and corroborate our understanding obtained through inquiries of internal and external legal counsel. We also performed public domain searches for evidence contrary to management’s analysis.

We evaluated management’s recorded loss contingency for the tort-related legal claims and their conclusion of the reasonably estimable amount, as well as management’s determination that a range of loss in excess of the recorded loss contingency cannot be reasonably estimated.

We consulted with professionals in our firm with expertise related to accounting for loss contingencies.

We evaluated any events subsequent to December 31, 2023, that might impact our evaluation of the tort-related claims loss contingency, including any related accrual or disclosure.

We obtained written representations from executives of the Company.

We read the Company’s related disclosures and evaluated them for consistency with the evidence obtained from our audit procedures.

/s/ Deloitte & Touche LLP

Honolulu, Hawaii

February 29, 2024

We have served as the Company’s auditor since 2017.

Report of Independent Registered Public Accounting Firm

To the shareholder and the Board of Directors of Hawaiian Electric Company, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets and statements of capitalization of Hawaiian Electric Company, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in common stock equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Certain Regulatory Assets and Liabilities — Refer to Notes 1 and 4 to the financial statements

The Company is subject to rate regulation by the Hawaii Public Utility Commission (the “PUC”) and accounts for the effects of regulation under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, “Regulated Operations,” as management believes that the operations of the Company satisfy the criteria for regulatory accounting. The Company’s continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers.

The Company’s rates are subject to regulatory rate-setting processes and earnings oversight. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business.

We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about the applicability of the specialized rules and to evaluate the likelihood of (1) recovery in future rates of certain incurred costs and (2) the refund to customers of certain amounts. Performing audit procedures related to these judgments required significant auditor judgement and specialized knowledge.

Our audit procedures related to the application of specialized rules to account for rate regulation included the following, among others:

We tested the effectiveness of management’s controls over (1) the evaluation of the application of specialized rules to account for rate regulation and (2) the evaluation of the likelihood of (a) the recovery in future rates of costs deferred as regulatory assets and (b) refunds to customers reported as regulatory liabilities.

We evaluated the Company’s conclusion that it should apply the specialized rules to account for the effects of rate regulation.

We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded and regulatory developments.

We read relevant regulatory orders issued by the PUC for the Company to assess the likelihood of recovery in future rates or of a future reduction in rates based on precedents of the PUC’s treatment of similar costs under similar circumstances.

For certain regulatory assets and liabilities we evaluated whether the amounts recorded were in accordance with ASC Topic 980.

Contingencies — Tort-Related Legal Claims - Refer to Notes 1 and 2 to the financial statements

Multiple civil and class action lawsuits (collectively the “tort-related legal claims”) have been filed against the Company, its subsidiaries, and other defendants related to a number of brush fires that occurred on August 8, 2023, on the island of Maui. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to the property destruction and loss of life. Other claims include, among other things, personal injury, wrongful death, emotional distress and inverse condemnation.

The Company reviews loss contingencies at least quarterly. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company discloses the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

We identified the evaluation of the loss contingencies related to the tort-related legal claims, and related disclosures, as a critical audit matter because auditing management’s judgment in determining the appropriate accounting and disclosures for the tort-related legal claims required significant auditor judgment.

Our audit procedures related to the loss contingency involving the tort-related legal claims included the following, among others:

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s evaluation of the tort-related legal claims, including controls related to the Company's assessment of the accounting and related disclosures based on the most recent facts and circumstances.

We inquired of the Company’s internal and external legal counsel to understand the nature and status of the tort-related legal claims and the basis for the Company’s accounting conclusions related to the tort-related legal claims.

We requested and received written responses from internal and external legal counsel.

We obtained and evaluated management’s evaluation of the tort-related legal claims loss contingency. As part of our procedures, we made inquiries of management and the audit committee to evaluate and corroborate our understanding obtained through inquiries of internal and external legal counsel. We also performed public domain searches for evidence contrary to management’s analysis.

We evaluated management’s recorded loss contingency for the tort-related legal claims and their conclusion of the reasonably estimable amount, as well as management’s determination that a range of loss in excess of the recorded loss contingency cannot be reasonably estimated.

We consulted with professionals in our firm with expertise related to accounting for loss contingencies.

We evaluated any events subsequent to December 31, 2023, that might impact our evaluation of the tort-related claims loss contingency, including any related accrual or disclosure.

We obtained written representations from executives of the Company.

We read the Company’s related disclosures and evaluated them for consistency with the evidence obtained from our audit procedures.

/s/Deloitte & Touche LLP

Honolulu, Hawaii

February 29, 2024

We have served as the Company’s auditor since 2017.

Consolidated Statements of Income

Years ended December 31202320222021
(in thousands, except per share amounts)
Revenues
Electric utility$3,269,521$3,408,587$2,539,636
Bank394,663321,068306,398
Other17,98212,3304,345
Total revenues3,682,1663,741,9852,850,379
Expenses
Electric utility2,967,3633,109,3962,260,078
Bank317,051219,550178,195
Other45,14831,96626,040
Total expenses3,329,5623,360,9122,464,313
Operating income (loss)
Electric utility302,158299,191279,558
Bank77,612101,518128,203
Other(27,166)(19,636)(21,695)
Total operating income352,604381,073386,066
Retirement defined benefits credit—other than service costs4,7684,4115,848
Interest expense, net – other than on deposit liabilities and other bank borrowings(125,532)(103,402)(94,363)
Allowance for borrowed funds used during construction5,2013,4163,250
Allowance for equity funds used during construction15,16410,5749,534
Interest income9,105——
Gain (loss) on sales of investment securities, net and equity-method investment(15,609)8,123528
Income before income taxes245,701304,195310,863
Income taxes44,57361,16762,807
Net income201,128243,028248,056
Preferred stock dividends of subsidiaries1,8901,8901,890
Net income for common stock$199,238$241,138$246,166
Basic earnings per common share$1.82$2.20$2.25
Diluted earnings per common share$1.81$2.20$2.25
Weighted-average number of common shares outstanding109,739109,434109,282
Net effect of potentially dilutive shares (share-based compensation programs)299344298
Weighted-average shares assuming dilution110,038109,778109,580

Consolidated Statements of Comprehensive Income

Years ended December 31202320222021
(in thousands)
Net income for common stock$199,238$241,138$246,166
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on available-for sale investment securities:
Net unrealized gains (losses) on available-for sale investment securities arising during the period, net of taxes of $7,536, $(110,140) and $(18,903) for 2023, 2022 and 2021, respectively20,589(300,860)(51,636)
Reclassification adjustment for net realized losses (gains) included in net income, net of taxes of $4,011, nil and $(142) for 2023, 2022 and 2021, respectively10,954—(387)
Amortization of unrealized holding losses on held-to-maturity securities, net of taxes of $5,271, $1,462 and nil for 2023, 2022 and 2021, respectively14,3983,993—
Derivatives qualified as cash flow hedges:
Unrealized interest rate hedging gains (losses), net of taxes of $(58), $1,892 and $(108) for 2023, 2022 and 2021, respectively(167)5,457(312)
Reclassification adjustment to net income, net of taxes of $(65), $60 and $13 for 2023, 2022 and 2021, respectively(186)17237
Retirement benefit plans:
Net gains arising during the period, net of taxes of $3,778, $65,174 and $53,068 for 2023, 2022 and 2021, respectively10,854188,020153,121
Adjustment for amortization of prior service credit and net losses (gains) recognized during the period in net periodic benefit cost, net of taxes of $(535), $6,820 and $6,665 for 2023, 2022 and 2021, respectively(1,560)19,65919,253
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $(2,846), $(69,345) and $(59,429) for 2023, 2022 and 2021, respectively(8,204)(199,936)(171,345)
Other comprehensive income (loss), net of taxes46,678(283,495)(51,269)
Comprehensive income attributable to Hawaiian Electric Industries, Inc.$245,916$(42,357)$194,897

Consolidated Balance Sheets

December 31 · 2023 · 2022
(dollars in thousands)
ASSETS
Cash and cash equivalents$679,546$199,877
Restricted cash15,0285,050
Accounts receivable and unbilled revenues, net575,176511,903
Available-for-sale investment securities, at fair value1,136,4391,429,667
Held-to-maturity investment securities, at amortized cost1,201,3141,251,747
Stock in Federal Home Loan Bank, at cost14,72826,560
Loans held for investment, net6,106,4385,906,690
Loans held for sale, at lower of cost or fair value15,168824
Property, plant and equipment, net
Land$106,999$109,381
Plant and equipment8,695,9428,427,749
Right-of-use assets - finance lease342,83449,370
Construction in progress322,110293,048
9,467,8858,879,548
Less – accumulated depreciation(3,317,759)6,150,126(3,192,545)5,687,003
Operating lease right-of-use assets94,905115,684
Regulatory assets294,804242,513
Other877,959824,536
Goodwill82,19082,190
Total assets$17,243,821$16,284,244
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Accounts payable$247,462$251,460
Interest and dividends payable51,20621,333
Deposit liabilities8,145,7788,169,696
Short-term borrowings—other than bank—172,568
Other bank borrowings750,000695,120
Long-term debt, net—other than bank2,842,4292,384,980
Deferred income taxes297,954262,462
Operating lease liabilities103,900126,604
Finance lease liabilities339,04048,709
Regulatory liabilities1,150,6901,055,650
Defined benefit pension and other postretirement benefit plans liability82,87971,813
Other853,349787,057
Total liabilities14,864,68714,047,452
Preferred stock of subsidiaries - not subject to mandatory redemption34,29334,293
Commitments and contingencies (Notes 3 and 4)
Shareholders’ equity
Preferred stock, no par value, authorized 10,000,000 shares; issued: none——
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 110,151,798 shares and 109,470,795 shares at December 31, 2023 and 2022, respectively1,707,4711,692,697
Retained earnings926,720845,830
Accumulated other comprehensive income (loss), net of taxes
Net unrealized losses on securities$(282,963)$(328,904)
Unrealized gains on derivatives1,6381,991
Retirement benefit plans(8,025)(289,350)(9,115)(336,028)
Total shareholders’ equity2,344,8412,202,499
Total liabilities and shareholders’ equity$17,243,821$16,284,244

Consolidated Statements of Changes in Shareholders’ Equity

Common stock · Retainedearnings · Accumulated other comprehensiveincome (loss)
(in thousands, except per share amounts) · Shares · Amount · Total
Balance, December 31, 2020109,181$1,678,368$660,398$(1,264)$2,337,502
Net income for common stock——246,166—246,166
Other comprehensive loss, net of tax benefits———(51,269)(51,269)
Issuance of common stock:
Share-based plans1315,027——5,027
Share-based expenses and other, net—2,101——2,101
Common stock dividends ($1.36 per share)——(148,643)—(148,643)
Balance, December 31, 2021109,3121,685,496757,921(52,533)2,390,884
Net income for common stock——241,138—241,138
Other comprehensive loss, net of tax benefits———(283,495)(283,495)
Issuance of common stock:
Share-based plans1595,831——5,831
Share-based expenses and other, net—1,370——1,370
Common stock dividends ($1.40 per share)——(153,229)—(153,229)
Balance, December 31, 2022109,4711,692,697845,830(336,028)2,202,499
Net income for common stock——199,238—199,238
Other comprehensive income, net of taxes———46,67846,678
Issuance of common stock:
Dividend reinvestment and stock purchase plan5376,612——6,612
Share-based plans1446,371——6,371
Share-based expenses and other, net—1,791——1,791
Common stock dividends ($1.08 per share)——(118,348)—(118,348)
Balance, December 31, 2023110,152$1,707,471$926,720$(289,350)$2,344,841

Consolidated Statements of Cash Flows

Years ended December 31202320222021
(in thousands)
Cash flows from operating activities
Net income$201,128$243,028$248,056
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property, plant and equipment267,691256,069246,158
Other amortization43,10638,77232,544
Provision for credit losses10,3572,037(25,825)
Loans originated, held for sale(51,872)(128,195)(340,986)
Proceeds from sale of loans, held for sale49,162136,504364,848
Loss (gains) on sale of investment securities, net and equity-method investment15,609(8,123)(528)
Gain on sale of loans(910)(1,692)(9,305)
Deferred income tax expense (benefit)5,268(32,502)(5,398)
Share-based compensation expense10,53210,3669,135
Allowance for equity funds used during construction(15,164)(10,574)(9,534)
Other(4,342)(7,580)(7,060)
Changes in assets and liabilities
Increase in accounts receivable and unbilled revenues, net(75,038)(151,551)(73,811)
Decrease (increase) in fuel oil stock43,388(87,569)(45,819)
Increase in materials and supplies(34,887)(7,960)(4,602)
Decrease (increase) in regulatory assets(10,613)34,600(13,874)
Increase in regulatory liabilities54,47044,88815,358
Increase in accounts, interest and dividends payable60,01328,1699,925
Change in prepaid and accrued income taxes, tax credits and utility revenue taxes(13,247)121,63641,331
Decrease in defined benefit pension and other postretirement benefit plans liability(8,872)(5,191)(6,660)
Change in other assets and liabilities, net5,692(20,656)(48,280)
Net cash provided by operating activities551,471454,476375,673
Cash flows from investing activities
Available-for-sale investment securities purchased—(366,177)(1,464,644)
Principal repayments on available-for-sale investment securities148,693342,354583,238
Proceeds from sale of available-for-sale investment securities170,481—197,354
Purchases of held-to-maturity investment securities——(349,579)
Proceeds from repayments or maturities of held-to-maturity investment securities67,36029,43253,654
Purchase of stock from Federal Home Loan Bank(91,200)(173,768)(33,022)
Redemption of stock from Federal Home Loan Bank103,032157,20831,702
Net decrease (increase) in loans held for investment(285,493)(661,492)72,489
Proceeds from sale of commercial loans94,665——
Proceeds from sale of residential loans——59,844
Purchase of loans held for investment(26,195)(102,504)—
Proceeds from sale of real estate held for sale5953,806—
Capital expenditures(448,296)(344,037)(314,524)
Contributions to low income housing investments(1,360)(844)(16,131)
Acquisition of business—(25,706)—
Other, net10,31913,04627
Net cash used in investing activities(257,399)(1,128,682)(1,179,592)

(continued)

Consolidated Statements of Cash Flows (continued)

Years ended December 31202320222021
Cash flows from financing activities
Net increase (decrease) in deposit liabilities(122,228)(2,516)785,255
Net increase (decrease) in short-term borrowings with original maturities of three months or less(137,650)83,652(10,493)
Proceeds from issuance of short-term debt65,00035,000—
Repayment of short-term debt(100,000)—(65,000)
Net increase (decrease) in other bank borrowings with original maturities of three months or less(596,810)606,815(1,365)
Proceeds from issuance of other bank borrowings1,000,000——
Repayment of other bank borrowings(250,000)——
Proceeds from issuance of long-term debt625,000227,312285,886
Repayment of long-term debt(167,080)(221,910)(82,262)
Withheld shares for employee taxes on vested share-based compensation(2,371)(3,165)(2,006)
Net proceeds from issuance of common stock1,223——
Common stock dividends(112,957)(153,229)(148,643)
Preferred stock dividends of subsidiaries(1,890)(1,890)(1,890)
Other(4,662)(2,398)(3,080)
Net cash provided by financing activities195,575567,671756,402
Net increase (decrease) in cash, cash equivalents and restricted cash489,647(106,535)(47,517)
Cash, cash equivalents and restricted cash, January 1204,927311,462358,979
Cash, cash equivalents and restricted cash, December 31694,574204,927311,462
Less: Restricted cash(15,028)(5,050)(5,911)
Cash and cash equivalents, December 31$679,546$199,877$305,551

Consolidated Statements of Income

Years ended December 31202320222021
(in thousands)
Revenues$3,269,521$3,408,587$2,539,636
Expenses
Fuel oil1,211,4201,265,614644,349
Purchased power671,769793,584670,494
Other operation and maintenance533,557497,601475,412
Depreciation243,705235,424229,469
Taxes, other than income taxes306,912317,173240,354
Total expenses2,967,3633,109,3962,260,078
Operating income302,158299,191279,558
Allowance for equity funds used during construction15,16410,5749,534
Retirement defined benefits credit—other than service costs4,3033,8353,890
Interest expense and other charges, net(86,140)(76,416)(72,447)
Allowance for borrowed funds used during construction5,2013,4163,250
Interest income6,454——
Income before income taxes247,140240,600223,785
Income taxes51,19349,67644,148
Net income195,947190,924179,637
Preferred stock dividends of subsidiaries915915915
Net income attributable to Hawaiian Electric195,032190,009178,722
Preferred stock dividends of Hawaiian Electric1,0801,0801,080
Net income for common stock$193,952$188,929$177,642

Consolidated Statements of Comprehensive Income

Years ended December 31202320222021
(in thousands)
Net income for common stock$193,952$188,929$177,642
Other comprehensive income (loss), net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes of $3,529, $64,925 and $52,554 for 2023, 2022 and 2021, respectively10,175187,193151,523
Adjustment for amortization of prior service credit and net losses (gains) recognized during the period in net periodic benefit cost, net of taxes of $(688), $6,550 and $6,750 for 2023, 2022 and 2021, respectively(1,983)18,88419,461
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes of $(2,846), $(69,345), and $(59,429) for 2023, 2022 and 2021, respectively(8,204)(199,936)(171,345)
Other comprehensive income (loss), net of taxes(12)6,141(361)
Comprehensive income attributable to Hawaiian Electric Company, Inc.$193,940$195,070$177,281

Consolidated Balance Sheets

December 3120232022
(in thousands)
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$52,098$52,060
Plant and equipment8,232,8107,979,510
Right-of-use assets - finance lease342,17448,371
Less accumulated depreciation(3,197,514)(3,086,499)
Construction in progress320,223275,353
Utility property, plant and equipment, net5,749,7915,268,795
Nonutility property, plant and equipment, less accumulated depreciation of $40 and $63 as of December 31, 2023 and 2022, respectively6,9426,945
Total property, plant and equipment, net5,756,7335,275,740
Current assets
Cash and cash equivalents106,07739,242
Restricted cash2,000—
Customer accounts receivable, net244,309288,338
Accrued unbilled revenues, net185,644183,280
Other accounts receivable, net111,51913,567
Fuel oil stock, at average cost148,237191,530
Materials and supplies, at average cost114,43379,568
Prepayments and other58,49133,482
Regulatory assets68,45352,273
Total current assets1,039,163881,280
Other long-term assets
Operating lease right-of-use-assets71,87789,318
Regulatory assets226,351190,240
Other189,430160,889
Total other long-term assets487,658440,447
Total assets$7,283,554$6,597,467

(Continued)

Consolidated Balance Sheets (continued)

Hawaiian Electric Company, Inc. and Subsidiaries

December 3120232022
(in thousands)
Capitalization and liabilities
Capitalization (see Consolidated Statements of Capitalization)
Common stock equity$2,409,110$2,344,170
Cumulative preferred stock – not subject to mandatory redemption34,29334,293
Commitments and contingencies (Note 4)
Long-term debt, net1,934,2771,584,854
Total capitalization4,377,6803,963,317
Current liabilities
Current portion of operating lease liabilities16,61719,095
Current portion of long-term debt, net—99,962
Short-term borrowings from non-affiliate—87,967
Accounts payable191,040202,492
Interest and preferred dividends payable22,88217,176
Taxes accrued, including revenue taxes291,942289,902
Regulatory liabilities36,55931,475
Other171,43685,596
Total current liabilities730,476833,665
Deferred credits and other liabilities
Operating lease liabilities62,09878,715
Finance lease liabilities330,97846,048
Deferred income taxes399,001384,430
Regulatory liabilities1,114,1311,024,175
Unamortized tax credits84,31295,300
Defined benefit pension and other postretirement benefit plans liability60,67149,748
Other124,207122,069
Total deferred credits and other liabilities2,175,3981,800,485
Total capitalization and liabilities$7,283,554$6,597,467

Consolidated Statements of Capitalization

December 3120232022
(dollars in thousands, except par value)
Common stock equity
Common stock of $6 2/3 par value
Authorized: 50,000,000 shares. Outstanding: 17,854,278 shares
at December 31, 2023 and 2022$119,048$119,048
Premium on capital stock810,955810,955
Retained earnings1,476,2581,411,306
Accumulated other comprehensive income, net of taxes-retirement benefit plans2,8492,861
Common stock equity2,409,1102,344,170
Cumulative preferred stock not subject to mandatory redemption
Authorized: 5,000,000 shares of $20 par value and 7,000,000 shares of $100 par value.
Series · Par Value · Shares outstanding December 31, 2023 and 2022 · 2023 · 2022
(dollars in thousands, except par value and shares outstanding)
C-4.25%$20(Hawaiian Electric)150,000$3,000$3,000
D-5.00%20(Hawaiian Electric)50,0001,0001,000
E-5.00%20(Hawaiian Electric)150,0003,0003,000
H-5.25%20(Hawaiian Electric)250,0005,0005,000
I-5.00%20(Hawaiian Electric)89,6571,7931,793
J-4.75%20(Hawaiian Electric)250,0005,0005,000
K-4.65%20(Hawaiian Electric)175,0003,5003,500
G-7.625%100(Hawaii Electric Light)70,0007,0007,000
H-7.625%100(Maui Electric)50,0005,0005,000
1,234,65734,29334,293

(continued)

Consolidated Statements of Capitalization (continued)

December 3120232022
(in thousands)
Long-term debt
Obligations to the State of Hawaii for the repayment of Special Purpose Revenue Bonds (subsidiary obligations unconditionally guaranteed by Hawaiian Electric):
3.50%, Series 2019, due 2049$80,000$80,000
3.20%, Refunding series 2019, due 2039150,000150,000
3.10%, Refunding series 2017A, due 2026125,000125,000
4.00%, Refunding series 2017B, due 2037140,000140,000
3.25%, Refunding series 2015, due 202547,00047,000
Total obligations to the State of Hawaii$542,000$542,000
Other long-term debt – unsecured:
Taxable senior notes:
6.11%, Series 2023A, due 203040,000—
6.25%, Series 2023A and 2023B, due 203390,000—
6.70%, Series 2023C, due 205320,000—
3.70%, Series 2022A, due 203260,00060,000
3.51%, Series 2020C and 2020E, due 205070,00070,000
3.28%, Series 2020B and 2020D, due 204045,00045,000
3.96%, Series 2020A, 2020B and 2020C, due 205050,00050,000
3.31%, Series 2020A and 2020B, due 2030110,000110,000
4.21%, Series 2019A, due 203450,00050,000
4.38%, Series 2018A, due 202867,50067,500
4.53%, Series 2018B, due 203317,50017,500
4.72%, Series 2018C, due 204815,00015,000
4.31%, Series 2017A, due 204750,00050,000
4.54%, Series 2016A, due 204640,00040,000
5.23%, Series 2015A, due 204580,00080,000
4.84%, Series 2013A, 2013B and 2013C, due 2027100,000100,000
5.65%, Series 2013B and 2013C, due 204370,00070,000
4.55%, Series 2012B and 2012C, due 2023—100,000
4.72%, Series 2012D, due 202935,00035,000
5.39%, Series 2012E, due 2042150,000150,000
4.53%, Series 2012F, due 203240,00040,000
Total taxable senior notes1,200,0001,150,000
Revolving credit facility SOFR +1.80%, due 2026 and 2027200,000—
Total other long-term debt – unsecured1,400,0001,150,000
Total long-term debt1,942,0001,692,000
Less unamortized debt issuance costs7,7237,184
Less current portion long-term debt, net of unamortized debt issuance costs—99,962
Long-term debt, net1,934,2771,584,854
Total capitalization$4,377,680$3,963,317

Consolidated Statements of Changes in Common Stock Equity

Common stock · Premiumoncapitalstock · Retainedearnings · Accumulatedothercomprehensiveincome (loss)
(in thousands) · Shares · Amount · Total
Balance, December 31, 202017,324$115,515$746,987$1,282,335$(2,919)$2,141,918
Net income for common stock———177,642—177,642
Other comprehensive loss, net of taxes————(361)(361)
Issuance of common stock, net of expenses4292,86151,539——54,400
Common stock dividends———(111,700)—(111,700)
Balance, December 31, 202117,753118,376798,5261,348,277(3,280)2,261,899
Net income for common stock———188,929—188,929
Other comprehensive income, net of taxes————6,1416,141
Issuance of common stock, net of expenses10167212,429——13,101
Common stock dividends———(125,900)—(125,900)
Balance, December 31, 202217,854119,048810,9551,411,3062,8612,344,170
Net income for common stock———193,952—193,952
Other comprehensive loss, net of taxes————(12)(12)
Common stock dividends———(129,000)—(129,000)
Balance, December 31, 202317,854$119,048$810,955$1,476,258$2,849$2,409,110

Consolidated Statements of Cash Flows

Years ended December 31202320222021
(in thousands)
Cash flows from operating activities
Net income$195,947$190,924$179,637
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property, plant and equipment243,705235,424229,469
Other amortization26,49025,32021,737
Deferred income tax expense (benefit)1,439(41,415)(3,829)
State refundable credit(11,325)(10,999)(10,582)
Bad debt expense8,1616,0272,183
Allowance for equity funds used during construction(15,164)(10,574)(9,534)
Bill credits——2,000
Other460(139)1,350
Changes in assets and liabilities
Increase in accounts receivable(65,004)(91,742)(50,090)
Increase in accrued unbilled revenues(3,048)(54,023)(27,464)
Decrease (increase) in fuel oil stock43,293(87,452)(45,840)
Increase in materials and supplies(34,865)(7,691)(4,533)
Decrease (increase) in regulatory assets(10,613)34,600(13,874)
Increase in regulatory liabilities54,47044,88815,358
Increase in accounts payable20,45422,35517,671
Change in prepaid and accrued income taxes, tax credits and revenue taxes1,878103,19826,930
Decrease in defined benefit pension and other postretirementbenefit plans liability(8,186)(4,828)(5,154)
Change in other assets and liabilities26,275(25,943)(52,302)
Net cash provided by operating activities474,367327,930273,133
Cash flows from investing activities
Capital expenditures(438,775)(329,457)(292,000)
Other6,1765,3726,035
Net cash used in investing activities(432,599)(324,085)(285,965)
Cash flows from financing activities
Common stock dividends(129,000)(125,900)(111,700)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,995)(1,995)(1,995)
Proceeds from issuance of common stock—13,10154,400
Proceeds from issuance of long-term debt350,00060,000115,000
Repayment of long-term debt(100,000)(52,000)—
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less(87,967)87,967—
Repayment of short-term debt——(50,000)
Payments of obligations under finance leases(3,128)(670)—
Other(843)(364)(941)
Net cash provided by (used in) financing activities27,067(19,861)4,764
Net increase (decrease) in cash, cash equivalents and restricted cash68,835(16,016)(8,068)
Cash, cash equivalents and restricted cash, January 139,24255,25863,326
Cash, cash equivalents and restricted cash, December 31108,07739,24255,258
Less: Restricted cash(2,000)—(3,089)
Cash and cash equivalents, December 31$106,077$39,242$52,169

Note 1 · Summary of significant accounting policies

General

Hawaiian Electric Industries, Inc. (HEI) is a holding company with direct and indirect subsidiaries principally engaged in electric utility, banking, and non-regulated renewable/sustainable infrastructure businesses operating in the State of Hawaii. HEI owns Hawaiian Electric Company, Inc. (Hawaiian Electric), ASB Hawaii, Inc. (ASB Hawaii), an intermediate holding company that owns American Savings Bank, F.S.B. (ASB), and Pacific Current, LLC (Pacific Current).

Hawaiian Electric and its wholly owned operating subsidiaries, Hawaii Electric Light Company, Inc. (Hawaii Electric Light) and Maui Electric Company, Limited (Maui Electric), are regulated public electric utilities (collectively, the Utilities) in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai. See Note 3.

ASB is a federally chartered, full-service community bank providing a wide range of banking services to individual and business customers through its 35 branches on Oahu (25), Maui (4), Hawaii (3), Kauai (2) and Molokai (1).

Pacific Current’s significant subsidiaries include Hamakua Energy, LLC (Hamakua Energy), Mauo, LLC (Mauo) and Kaʻieʻie Waho Company, LLC (Kaʻieʻie Waho) and Mahipapa, LLC (Mahipapa). See Note 3.

Basis of presentation. In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP), 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.

Material estimates that are particularly susceptible to significant change for HEI and its subsidiaries (collectively, the Company) include the amounts reported as fair value for investment securities (ASB only); pension and other postretirement benefit obligations; contingencies and litigation; income taxes; regulatory assets and liabilities (Utilities only); asset retirement obligations (Utilities only); and allowance for credit losses (ASB only).

Consolidation. The HEI consolidated financial statements include the accounts of HEI and its subsidiaries. The Hawaiian Electric consolidated financial statements include the accounts of Hawaiian Electric and its subsidiaries. When HEI or Hawaiian Electric has a controlling financial interest in another entity (usually, majority voting interest), that entity is consolidated. Investments in companies over which the Company or the Utilities have the ability to exercise significant influence, but not control, are accounted for using the equity method. The consolidated financial statements exclude variable interest entities (VIEs) when the Company or the Utilities are not the primary beneficiaries. Significant intercompany amounts are eliminated in consolidation (see Note 3 for limited exceptions).

Cash and cash equivalents. The Utilities consider cash on hand, deposits in banks, money market accounts, certificates of deposit, short-term commercial paper of non-affiliates and liquid investments (with original maturities of three months or less) to be cash and cash equivalents. The Company considers the same items to be cash and cash equivalents as well as ASB’s deposits with the Federal Home Loan Bank (FHLB), federal funds sold (excess funds that ASB loans to other banks overnight at the federal funds rate) and securities purchased under resale agreements with original maturities of three months or less.

Restricted cash. The Utilities consider funds on deposit with Wells Fargo, which represent collateral to secure company purchasing cards, to be restricted cash because these funds are available only to finance (or reimburse payment of) approved expenditures. In addition to the Utilities’ funds held for collateral, the Company considers cash held by trustees, related to non-recourse loans at Pacific Current subsidiaries, to be restricted cash. At December 31, 2023 and 2022, total restricted cash of the Company was $15.0 million and $5.1 million, respectively, and for the Utilities was $2.0 million andnil, respectively.

Property, plant and equipment. Property, plant and equipment are reported at cost. Self-constructed electric utility plant includes engineering, supervision, administrative and general costs and an allowance for the cost of funds used during the construction period. These costs are recorded in construction in progress and are transferred to utility plant when construction is completed and the facilities are either placed in service or become useful for public utility purposes. Costs for betterments that make utility plant more useful, more efficient, of greater durability or of greater capacity are also capitalized. Upon the retirement or sale of electric utility plant, generally no gain or loss is recognized. The cost of the plant retired is charged to accumulated depreciation. Amounts collected from customers for cost of removal are included in regulatory liabilities. See discussion regarding “Utility projects” in Note 4.

Depreciation. Depreciation is computed primarily using the straight-line method over the estimated lives of the assets being depreciated. Electric utility plant additions in the current year are depreciated beginning January 1 of the following year in accordance with rate-making. Electric utility plant and Pacific Current generation assets have lives ranging from 16 to 51 years for production plant, from 10 to 79 years for transmission and distribution plant, and from 5 to 50 years for general plant. The Utilities’ composite annual depreciation rate, which includes a component for cost of removal, was 3.2% in 2023, 2022 and 2021.

Retirement benefits. Pension and other postretirement benefit costs are charged primarily to expense and electric utility plant (in the case of the Utilities). Funding for the Company’s qualified pension plans (Plans) is based on actuarial assumptions adopted by the Pension Investment Committee administering the Plans. The participating employers contribute amounts to pension trusts for the Plans in accordance with the funding requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA), including changes promulgated by the Pension Protection Act of 2006, and considering the deductibility of contributions under the Internal Revenue Code. The Company generally funds at least the net periodic pension cost during the year, subject to ERISA minimum and Internal Revenue Code limits and targeted funded status.

Certain health care and/or life insurance benefits are provided to eligible retired employees and the employees’ beneficiaries and covered dependents. The Company generally funds the net periodic postretirement benefit costs other than pensions (except for executive life) for postretirement benefits other than pensions (OPEB), while maximizing the use of the most tax-advantaged funding vehicles, subject to cash flow requirements and reviews of the funded status with the consulting actuary.

Environmental expenditures. The Company and the Utilities are subject to numerous federal and state environmental statutes and regulations. In general, environmental contamination treatment costs are charged to expense. Environmental costs are capitalized if the costs extend the life, increase the capacity, or improve the safety or efficiency of property; the costs mitigate or prevent future environmental contamination; or the costs are incurred in preparing the property for sale. Environmental costs are either capitalized or charged to expense when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. The Utilities review their sites and measure the liability quarterly by assessing a range of reasonably likely costs of each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties.

Contingencies and litigation. The Company and the Utilities are subject to proceedings (including PUC proceedings), lawsuits and other claims. Management assesses the likelihood of any adverse judgments in or outcomes of these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is based on an analysis of each individual case or proceeding often with the assistance of outside counsel. Loss contingencies are reviewed quarterly and estimates are adjusted to reflect the impact of all known information, such as new developments in each matter or changes in approach in dealing with these matters, including changes in settlement strategy. When a loss is probable and reasonably estimable, a liability is recorded in the amount of the estimable loss. If it is reasonably possible that a loss may have been incurred and the effect on the financial statements could be material, the Company and the Utilities disclose the nature of the loss contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made within the notes to the financial statements.

Income taxes. Deferred income tax assets and liabilities are established for the temporary differences between the financial reporting bases and the tax bases of the Company’s and the Utilities’ assets and liabilities at federal and state tax rates expected to be in effect when such deferred tax assets or liabilities are realized or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

HEI and the Utilities’ investment tax credits are deferred and amortized over the estimated useful lives of the properties to which the credits relate (and for the Utilities, this treatment is in accordance with Accounting Standards Codification (ASC) Topic 980, “Regulated Operations”).

The Utilities are included in the consolidated income tax returns of HEI. However, income tax expense has been computed for financial statement purposes as if each utility filed a separate income tax return and Hawaiian Electric filed a consolidated Hawaiian Electric income tax return.

Governmental tax authorities could challenge a tax return position taken by the Company. The Company and the Utilities use a “more-likely-than-not” recognition threshold and measurement standard for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Fair value measurements. Fair value estimates are estimates of 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 and the Utilities use their 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 or the Utilities 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 and the Utilities’ 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 and the Utilities group their 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.

Classification in the hierarchy is based upon the lowest level input that is significant to the fair value measurement of the asset or liability. For instruments classified in Level 1 and 2 where inputs are primarily based upon observable market data, there is less judgment applied in arriving at the fair value. For instruments classified in Level 3, management judgment is more significant due to the lack of observable market data.

The Company reviews and updates the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next related to the observability of inputs in fair value measurements may result in a reclassification between the fair value hierarchy levels and are recognized based on period-end balances.

Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include mortgage servicing rights accounted for by the amortization method, loan impairments for certain loans, real estate acquired in settlement of loans, goodwill and asset retirement obligations (AROs).

Earnings per share (HEI only). Basic earnings per share (EPS) is computed by dividing net income for common stock by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed similarly, except that dilutive common shares for stock compensation is added to the denominator. As of December 31, 2023, the antidilutive effect of restricted stock units (RSUs) on 65,078 shares of common stock, was not included in the computation of diluted EPS. There wereno shares of antidilutive securities outstanding during the years ended December 31, 2022 and 2021.

Impairment of long-lived assets and long-lived assets to be disposed of. The Company and the Utilities review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. When the Utilities conclude that recovery of the remaining carrying amount of long-lived generation asset upon retirement is probable of recovery in future rates the carrying amount of the long-lived generation asset is recorded as a regulatory asset. Other assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Recent accounting pronouncements.

Credit Losses. In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” which eliminates the accounting guidance for Troubled Debt Restructurings (TDRs) by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. The amendments in this update also require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments-Credit Losses-Measured at Amortized Cost.” Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 325-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASB updated the accounting for certain loan refinancings and restructurings, and included the required disclosures in the Notes herein in accordance with ASU No. 2022-02.

Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosure requirements of significant segment expenses. These amendments are effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. These amendments apply on a retrospective basis. The Company is currently evaluating the impact of this amendment on the Company’s consolidated financial statements.

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. These amendments apply on a prospective basis with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on the Company’s consolidated financial statements.

Electric utility

Regulation by the Public Utilities Commission of the State of Hawaii (PUC). The Utilities are regulated by the PUC and account for the effects of regulation under FASB ASC Topic 980, “Regulated Operations.” As a result, the Utilities’ financial statements reflect assets, liabilities, revenues and expenses based on current cost-based rate-making regulations (see Note 4—“Regulatory assets and liabilities”). Their continued accounting under ASC Topic 980 generally requires that rates are established by an independent, third-party regulator; rates are designed to recover the costs of providing service; and it is reasonable to assume that rates can be charged to, and collected from, customers. Management believes that the operations of the Utilities, including the impact of the approved PBR Framework, currently satisfy the criteria under ASC Topic 980.

The rate schedules of the Utilities include energy costs recovery clauses (ECRCs) under which electric rates are adjusted for changes in the weighted-average price paid for fuel oil and certain components of purchased power, and the relative amounts of company-generated power and purchased power. The rate schedules also include purchased power adjustment clauses (PPACs) under which the remaining purchase power expenses are recovered through surcharge mechanisms. The amounts collected through the ECRCs and PPACs are required to be reconciled quarterly.

Accounts receivable. Accounts receivable are recorded at the invoiced amount. The Utilities generally assess a late payment charge on balances unpaid from the previous month. The allowance for doubtful accounts is the Utilities’ best estimate of the amount of expected credit losses in the Utilities’ existing accounts receivable. At December 31, 2023 and 2022, the allowance for customer accounts receivable, accrued unbilled revenues and other accounts receivable was $4.6 million and $6.1 million, respectively.

Electric utility revenues. Revenues related to electric service are generally recorded when service is rendered and include revenues applicable to energy consumed in the accounting period but not yet billed to the customers. The Utilities also record revenue under a decoupling mechanism. See “Decoupling” discussion in Note 4.

Repairs and maintenance costs. Repairs and maintenance costs for overhauls of generating units are generally expensed as they are incurred.

Allowance for funds used during construction (AFUDC). AFUDC represents the estimated costs of debt (i.e., interest) and equity funds used to finance plant construction. AFUDC is credited on the statement of income and charged to construction in progress on the balance sheet. If a project under construction is delayed for an extended period of time, AFUDC on the delayed project may be stopped after assessing the causes of the delay and probability of recovery. The tax gross up of the allowance for equity funds used during construction is credited to income taxes on the statement of income and charged to a regulatory asset. This gross up, net of amortization of the regulatory asset, is reflected in income tax expense.

The weighted-average AFUDC rate was 7.2% in 2023,7.1% in 2022 and 2021, and reflected quarterly compounding.

Asset retirement obligations. AROs are accounted for in accordance with ASC 410-20, “Asset Retirement Obligations.” AROs are recognized at present value of expected costs to retire long-lived assets from service, provided a legal obligation exists and a reasonable estimate of the fair value and the settlement date can be made. In the subsequent period, the liability is accreted to its future value while the asset retirement cost is depreciated over the estimated useful life of the underlying asset. The Utilities’ recognition of AROs have no impact on earnings, as the cost of the AROs are recovered over the life of the asset through depreciation. AROs recognized by the Utilities relate to legal obligations with the retirement of plant and equipment, including removal of asbestos and other hazardous materials. See “Asset retirement obligations” in Note 4.

Bank (HEI only)

Investment securities. Investments in debt securities are classified as held-to-maturity (HTM), trading or available-for-sale (AFS). ASB determines the appropriate classification at the time of purchase. Debt securities that ASB intends to and has the ability to hold to maturity are classified as HTM securities and reported at amortized cost. Marketable debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Marketable debt securities not classified as either HTM or trading securities are classified as AFS and reported at fair value. Unrealized gains and losses for AFS securities are excluded from earnings and reported on a net basis in accumulated other comprehensive income (AOCI) until realized. Transfers of debt securities from the available-for-sale classification to the held-to-maturity classification are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer remains in AOCI and in the carrying value of the held-to-maturity investment security. Unrealized holding gains or losses that remain in AOCI are amortized or accreted over the expected life of the security as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount.

Interest income is recorded on an accrual basis. Discounts and premiums on securities are accreted or amortized into interest income using the interest method over the remaining contractual lives of the agency obligation securities and the estimated lives of the mortgage-backed securities adjusted for anticipated prepayments. ASB uses actual prepayment experience and estimates of future prepayments to determine the constant effective yield necessary to apply the interest method of income recognition. The discounts and premiums on the agency obligations portfolio are accreted or amortized on a prospective basis using expected contractual cash flows. The discounts and premiums on the mortgage-backed securities portfolio are accreted or amortized on a retrospective basis using changes in anticipated prepayments. This method requires a retrospective adjustment of the effective yield each time ASB changes the estimated life as if the new estimate had been known since the original acquisition date of the securities. Estimates of future prepayments are based on the underlying collateral characteristics and historic or projected prepayment behavior of each security. The specific identification method is used in determining realized gains and losses on the sales of securities.

AFS debt securities with unrealized losses are reviewed quarterly. ASB will first assess whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either criteria is met, the security’s amortized cost basis is written down to fair value through income. For AFS securities that do not meet the aforementioned criteria, ASB evaluates whether the decline in fair value is the result of a credit loss or other factors. The determination of whether or not a credit loss exists is based on consideration of the cash flows expected to be collected from the debt security. ASB develops these expectations after considering various factors such as agency ratings, the financial condition of the issuer, payment history, payment structure of the security, industry and market conditions, underlying collateral and other factors which may be relevant based on the facts and circumstances pertaining to individual securities. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As of December 31, 2023, 2022 and 2021, there was no indicated impairment as ASB expects to collect the contractual cash flows for these investments.

Held-to-maturity debt securities are assessed periodically to determine if a valuation allowance is necessary to absorb credit losses expected to occur over the remaining contractual life of the securities. The carrying amount of held-to-maturity debt securities is presented net of the valuation allowance for credit losses when such an allowance is deemed necessary.

Stock in FHLB is carried at cost and is reviewed at least quarterly for impairment, with valuation adjustments recognized in noninterest income.

Loans. ASB carries loans at amortized cost less the allowance for credit losses, loan origination fees (net of direct loan origination costs), commitment fees and purchase premiums and discounts. Interest on loans is credited to income as it is earned. Discounts and premiums are accreted or amortized over the life of the loans using the interest method.

Loan origination fees (net of direct loan origination costs) are deferred and recognized as an adjustment in yield over periods not exceeding the contractual life of the loan using the interest method or taken into income when the loan is paid off or sold. Nonrefundable commitment fees (net of direct loan origination costs, if applicable) received for commitments to originate or purchase loans are deferred and, if the commitment is exercised, recognized as an adjustment of yield over the life of the loan using the interest method. Nonrefundable commitment fees received for which the commitment expires unexercised are recognized as income upon expiration of the commitment.

Loans held for sale are stated at the lower of cost or estimated fair value on an aggregate basis. Premiums, discounts and net deferred loan fees are not amortized while a loan is classified as held for sale. A sale is recognized only when the consideration received is other than beneficial interests in the assets sold and control over the assets is transferred irrevocably to the buyer. Gains or losses on sales of loans are recognized at the time of sale and are determined by the difference between the net sales proceeds and the allocated basis of the loans sold.

Allowance for credit losses. The allowance for credit losses (ACL) represents management’s estimate of expected credit losses over the expected contractual life of the related loans as of the balance sheet date. Contractual terms are adjusted for expected prepayments but are not extended for expected extensions, renewals or modifications except in circumstances where ASB reasonably expects to execute a troubled debt restructuring with the borrower or where certain extension or renewal options are embedded in the original contract and not unconditionally cancellable by the Bank.

Accrued interest receivables on loans are presented in the Consolidated Financial Statements as a component of other assets. When accrued interest is deemed to be uncollectible (typically when a loan is placed on nonaccrual status), interest income is reversed against interest income on loans. ASB follows established policies for placing loans on nonaccrual status, so uncollectible accrued interest receivable is reversed in a timely manner. As a result, the Bank has elected not to measure an allowance for credit losses for accrued interest receivables.

Credit losses are charged and recoveries are credited to the ACL. The ACL is maintained at a level the Bank considers to be adequate and is based on ongoing assessments and evaluations of the collectability of loans. The Bank’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable. Generally, the Bank considers its forecasts to be reasonable and supportable for a period of up to a year from the estimation date. For periods beyond the reasonable and supportable forecast period, expected credit losses are estimated by reverting to historical loss information without adjustment for changes in economic conditions. The Bank evaluates the length of its reasonable and supportable forecast period, its reversion period and reversion methodology at least annually, or more often if warranted by economic conditions or other circumstances.

The Bank’s methodology for determining the ACL includes an estimate of expected credit losses on a collective basis for groups of loans with similar risk characteristics and specific allowances for loans which are individually evaluated.

ASB disaggregates its portfolio loans into portfolio segments for purposes of determining the allowance for credit losses. Commercial, commercial real estate, and commercial construction loans are defined as non-homogeneous loans and ASB utilizes a risk rating system for evaluating the credit quality of the loans. Non-homogeneous loans are also categorized into the regulatory asset quality classifications—Pass, Special Mention, Substandard, Doubtful, and Loss based on credit quality. ASB utilizes a numerical-based, risk rating “PD Model” that takes into consideration fiscal year-end financial information of the borrower and identified financial attributes including retained earnings, operating cash flows, interest coverage, liquidity and leverage that demonstrate a strong correlation with default to assign default probabilities at the borrower level. In addition, a loss given default (LGD) value is assigned to each loan to measure loss in the event of default based on loan specific features such as collateral that mitigates the amount of loss in the event of default.

Residential, consumer and credit scored business loans are considered homogeneous loans, which are typically underwritten based on common, uniform standards. For the homogeneous portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. ASB supplements performance data with external credit bureau data and credit scores such as the Fair Isaac Corporation (FICO) score on a quarterly basis. ASB has built portfolio loss models for each major segment based on the combination of internal and external data to predict the probability of default at the loan level.

The Bank also considers qualitative factors in determining the ACL. Qualitative factors are used to capture characteristics in the portfolio that impact expected credit losses but that are not fully captured within the Bank’s expected credit loss models. These include but are not limited to adjustments for changes in policies or procedures in underwriting, monitoring or collections, economic conditions, portfolio mix, lending and risk management personnel, results of internal audit and quality control reviews, collateral values and any concentrations of credit.

The reserve for unfunded commitments is maintained at a level believed by management to cover expected losses related to unfunded credit facilities and is included in accounts payable and other liabilities in the consolidated balance sheets. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk grading and historical loss rates. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the allowance for credit losses, as discussed above. Net adjustments to the reserve for unfunded commitments are included in the provision for credit losses in the consolidated statements of income.

The allowance for credit losses is based on currently available information and historical experience, and future adjustments may be required from time to time to the allowance for credit losses based on new information and changes that occur (e.g., due to changes in economic conditions, particularly in Hawaii). Actual losses could differ from management’s estimates, and these differences and subsequent adjustments could be material.

Nonperforming loans. Loans are generally placed on nonaccrual status when contractually past due 90 days or more, or earlier if the probability of collection is insufficient to warrant further accrual. All interest that is accrued but not collected is reversed. A loan may be returned to accrual status if (i) principal and interest payments have been brought current and repayment of the remaining contractual principal and interest is expected to be made, (ii) the loan has otherwise become well-secured and in the process of collection, or (iii) the borrower has been making regularly scheduled payments in full for the prior six months and it is reasonably assured that the loan will be brought fully current within a reasonable period. Cash receipts on nonaccruing loans are generally applied to reduce the unpaid principal balance.

Loans considered to be uncollectible are charged-off against the allowance for credit losses. The amount and timing of charge-offs on loans includes consideration of the loan type, length of delinquency, insufficiency of collateral value, lien priority and the overall financial condition of the borrower. Recoveries on loans previously charged-off are credited back to the allowance for credit losses. Loans that have been charged-off against the allowance for credit losses are periodically monitored to evaluate whether further adjustments to the allowance are necessary.

Loans in the commercial and commercial real estate portfolio are charged-off when the loan is risk rated “Doubtful” or “Loss.” The loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A commercial or commercial real estate loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 90 days or more; (b) significant improvement in the borrower’s repayment capacity is doubtful; and/or (c) collateral value is insufficient to cover outstanding indebtedness and no other viable assets or repayment sources exist.

Loans in the residential mortgage and home equity portfolios are charged-off when the loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. Such loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 180 days or more; (b) it is probable that collateral value is insufficient to cover outstanding indebtedness and no other viable assets or repayment sources exist; (c) notification of the borrower’s bankruptcy is received or the borrower’s debt is discharged in bankruptcy and the loan is not reaffirmed; or (d) in cases where ASB is in a subordinate position to other debt, the senior lien holder has foreclosed and ASB’s junior lien is extinguished.

Other consumer loans are generally charged-off when the balance becomes 120 days delinquent.

Loans modified in a troubled debt restructuring. Prior to January 1, 2023, loans were considered to have been modified in a troubled debt restructuring (TDR) when, due to a borrower’s financial difficulties, ASB made concessions to the borrower that it would not otherwise consider for a non-troubled borrower. With the adoption of ASU No. 2022-02, accounting guidance for TDRs by creditors is eliminated. Loan refinancing and restructuring guidance is applied to determine whether a modification results in a new loan or a continuation of an existing loan. Prior to January 1, 2023, TDR modifications may have included interest rate reductions, interest only payments for an extended period of time, protracted terms such as amortization and maturity beyond the customary length of time found in the normal market place, and other actions intended to minimize economic loss and to provide alternatives to foreclosure or repossession of collateral. Generally, a nonaccrual loan that had been modified in a TDR remained on nonaccrual status until the borrower demonstrated sustained repayment performance for a period ofsix consecutive months. However, performance prior to the modification, or significant events that coincided with the modification, were included in assessing whether the borrower could meet the new terms and may have resulted in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule was uncertain, or there was reasonable doubt over the full collectability of principal and interest, the loan remained on nonaccrual status.

Real estate acquired in settlement of loans. ASB records real estate acquired in settlement of loans at fair value, less estimated selling expenses. ASB obtains appraisals based on recent comparable sales to assist management in estimating the fair value of real estate acquired in settlement of loans. Subsequent declines in value are charged to expense through a valuation allowance. Costs related to holding real estate are charged to operations as incurred.

Goodwill. Goodwill is initially recorded as the excess of the purchase price over the fair value of the net assets acquired in a business combination and is subsequently evaluated at least annually for impairment during the fourth quarter. At December 31, 2023 and 2022, the amount of goodwill was $82.2 million. The goodwill relates to ASB and is the Company’s only intangible asset with an indefinite useful life.

To determine if there was an impairment to the book value of goodwill pertaining to ASB, the fair value of ASB was estimated using a valuation method based on the market and income approaches. The market approach considers publicly traded financial institutions and measures the institutions’ market values as a multiple to (1) net income and (2) tangible book equity. The income approach uses a discounted cash flow method to value a company on a going concern basis and is based on the concept that the future benefits derived from a particular company can be measured by its sustainable after-tax cash flows in the future. ASB used its forecasted net income and estimated cost savings if the Bank were acquired and applied a discount rate to calculate its discounted cash flows. A capitalization of earnings method was used to calculate a terminal value for the discounted cash flow method. The income approach was weighted 75% and the publicly traded company valuation method was weighted 25%. More weight was given to the income approach as this approach uses the projected performance of ASB in the stressed environment and would be more indicative of the current fair value of the Bank. For the three years ended December 31, 2023, there has beenno impairment of goodwill.

Mortgage banking. Mortgage loans held for sale are stated at the lower of cost or estimated fair value on an aggregate basis. Premiums, discounts and net deferred loan fees are not amortized while a loan is classified as held-for-sale. A sale is recognized only when the consideration received is other than beneficial interests in the assets sold and control over the assets is transferred irrevocably to the buyer. Gains or losses on sales of loans are recognized at the time of sale and are determined by the difference between the net sales proceeds and the allocated basis of the loans sold. ASB is obligated to subsequently repurchase a loan if the purchaser discovers a standard representation or warranty violation such as noncompliance with eligibility requirements, customer fraud or servicing violations. This primarily occurs during a loan file review. ASB considers and records a reserve for loan repurchases if appropriate.

ASB recognizes a mortgage servicing asset when a mortgage loan is sold with servicing rights retained. This mortgage servicing right (MSR) is initially capitalized at its presumed fair value based on market data at the time of sale and accounted for in subsequent periods at the lower of amortized cost or fair value. Mortgage servicing assets or liabilities are included as a component of gain on sale of loans. Under ASC Topic 860, “Transfers and Servicing,” ASB amortizes the MSRs in proportion to and over the period of estimated net servicing income and assess for impairment at each reporting date.

ASB’s MSRs are stratified based on predominant risk characteristics of the underlying loans including loan type such as fixed-rate 15- and 30-year mortgages and note rate in bands primarily of 50 to 100 basis points. For each stratum, fair value is calculated by discounting expected net income streams using discount rates that reflect industry pricing for similar assets. Expected net income streams are estimated based on industry assumptions regarding prepayment expectations and income and expenses associated with servicing residential mortgage loans for others.

ASB uses a present value cash flow model using techniques described above to estimate the fair value of MSRs. Because observable market prices with exact terms and conditions may not be readily available, ASB compares the fair value of MSRs to an estimated value calculated by an independent third-party on a semi-annual basis. The third-party relies on both published and unpublished sources of market related assumptions and its own experience and expertise to arrive at a value. ASB uses the third-party value only to assess the reasonableness of fair value generated by the valuation model.

Impairment is recognized through a valuation allowance for each stratum when the carrying amount exceeds fair value, with any associated provision recorded as a component of loan servicing fees included in “Revenues - bank” in the consolidated statements of income. A direct write-down is recorded when the recoverability of the valuation allowance is deemed to be unrecoverable.

Loan servicing fee income represents income earned for servicing mortgage loans owned by investors. It includes mortgage servicing fees and other ancillary servicing income, net of guaranty fees. Servicing fees are generally calculated on the outstanding principal balances of the loans serviced and are recorded as income when earned.

Tax credit investments. ASB invests in limited liability entities formed to operate qualifying affordable housing projects.

The affordable housing investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. As a limited partner, ASB has no significant influence over the operations. These investments are initially recorded at the initial capital contribution with a liability recognized for the commitment to contribute additional capital over the term of the investment.

ASB uses the proportional amortization method of accounting for its investments. Under the proportional amortization method, ASB amortizes the cost of its investments in proportion to the tax credits and other tax benefits it receives. The amortization, tax credits and tax benefits are reported as a component of income tax expense.

For these limited liability entities, ASB assesses whether it is the primary beneficiary of the limited liability entity, which is a variable interest entity (VIE). The primary beneficiary of a VIE is determined to be the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Generally, ASB, as a limited partner, is not deemed to be the primary beneficiary as it does not meet the power criterion, i.e., no power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and no direct ability to unilaterally remove the general partner.

All tax credit investments are evaluated for potential impairment at least annually, or more frequently, when events or conditions indicate that it is deemed probable that ASB will not recover its investment. If an investment is determined to be impaired, it is written down to its estimated fair value and the new cost basis of the investment is not adjusted for subsequent recoveries in value. As of December 31, 2023, ASB did not have any impairment losses resulting from forfeiture or ineligibility of tax credits or other circumstances related to its low-income housing tax credit (LIHTC) investments.

At December 31, 2023 and 2022, the carrying amount of LIHTC investments was $112.2 million and $107.0 million, respectively, and included in other assets in the consolidated balance sheets.

ASB’s unfunded commitments to fund its LIHTC investment partnerships were $87.9 million and $70.1 million as of December 31, 2023 and 2022, respectively. These unfunded commitments are unconditional and legally binding and are recorded in other liabilities with a corresponding increase in other assets.

The table below summarizes the amounts in income tax expense related to ASB’s LIHTC investments:

Years ended December 31202320222021
(in millions)
Amounts in income taxes related to low-income housing tax credit investments
Amortization recognized in the provision for income taxes$(13.5)$(12.0)$(10.3)
Tax credits and other tax benefits recognized in the provision for income taxes18.316.313.9
Net benefit to income tax expense$4.8$4.3$3.6

Note 2 · Maui windstorm and wildfires

On August 8, 2023, a number of brush fires in the West Maui (Lahaina) and Upcountry Maui areas caused widespread property damage, including damage to property of the Utilities, and 101 confirmed fatalities in Lahaina at this time (the Maui windstorm and wildfires). The Maui windstorm and wildfires were fueled by extreme winds and drought-like conditions in those parts of Maui.

The circumstances surrounding the Maui windstorm and wildfires are currently the subject of several investigations.

Restoration costs and recoveries. The Utilities are continuing restoration work to rebuild portions of the electric system in Lahaina to ensure safe and reliable power to all West Maui customers. Ongoing restoration efforts include the rebuilding of transmission and distribution lines along former routes in the Lahaina area with the installation of new interim steel poles and electrical equipment. Currently, crews are also continuing repairs to restore power to less thanten customers in Lahaina. All other properties that can have power restored have been brought back online in West Maui.

On December 27, 2023, the Public Utilities Commission of the State of Hawaii (PUC) issued an order authorizing deferred accounting treatment for the Utilities’ incremental non-labor expenses related to the Maui windstorm and wildfires. The deferred accounting treatment applies to certain non-labor expenses incurred from August 8, 2023 through December 31, 2024 that are not already a part of the base rates. The approval pertains only to deferred cost treatment; any cost recovery of deferred costs will be the subject of a separate application(s). As of December 31, 2023, the Utilities have deferred $14.7 million of certain incremental costs related to the Maui windstorm and wildfires to a regulatory asset.

While the Utilities plan to seek recovery of damage to covered electrical infrastructure under their insurance programs, the timing and amount of any insurance recoveries are not determinable at this time and, as such, an insurance receivable has not been recorded as of the date of this filing. The Company’s property insurance has a total policy limit of $500 million with a $1 million retention for damages related to Utility-owned non-generating assets, including overhead transmission and distribution assets within 1,000 feet of such assets. The Utilities believe capital expenditures related to restoration that are not covered by insurance will be managed under their current regulatory mechanisms, the recovery of which would be subject to PUC approval.

ASB’s Lahaina branch, including most of its contents and automated teller machine, was destroyed in the fire. The Bank leased the property of its Lahaina location.

Third-party claims and other proceedings.

Tort-related legal claims. Multiple civil and class action lawsuits related to the Maui windstorm and wildfires have been filed in the Maui and Oahu Circuit Courts against HEI, the Utilities, and other defendants, including the County of Maui, the State of Hawaii and related state entities, private landowners and developers, and telecommunications companies (collectively “tort-related legal claims”). The majority of these lawsuits have been removed to federal court, but many of the cases are subject to motions to remand them back to the state courts. Most of these lawsuits allege that the defendants were responsible for, and/or negligent in failing to prevent or respond to the wildfires that led to the property destruction and loss of life. Other claims include, among other things, personal injury, wrongful death, emotional distress and inverse condemnation. One lawsuit asserting similar theories and claims was filed by the County of Maui against HEI and the Utilities, andtwo other lawsuits were filed by approximately 160 subrogation insurers against HEI, the Utilities, a private landowner, and telecommunications companies. Additional lawsuits may be filed against the Company and other defendants in the future. The plaintiffs seek to recover damages and other costs, including punitive damages.

While the investigations into the circumstances surrounding the Maui windstorm and wildfires are ongoing, various unaffiliated third parties have published estimates of the total economic damage generally ranging from $3.8 billion to $6 billion. These estimates have not been validated by the Company, and they represent gross numbers that do not take into account causation or liability nor attempt to allocate responsibility among the various defendants. As such, these estimates are not intended to provide a range of a reasonably possible loss under ASC Topic 450-20, “Loss Contingencies” attributable to the Company arising from the Maui windstorm and wildfires. In addition, on November 6, 2023, the Hawaii Insurance Division of the State of Hawaii Department of Commerce and Consumer Affairs released preliminary data on Maui windstorm and wildfires claims, and the Hawaii Insurance Division has subsequently provided updated data. Through November 30, 2023, the data collected from over 200 insurers indicated estimated total insured losses for residential and personal property of more than $1.6 billion. The estimated total losses represent insured claims related to personal motor vehicles and residential property (i.e., homeowners insurance, dwelling-fire landlord, condominium unit owner, renters insurance, and other residential property) and do not account for uninsured or underinsured property losses, commercial property losses, interest, attorneys’ fees, fire suppression and clean-up costs, evacuation costs, personal injury or wrongful death damages, medical expenses or other costs, such as potential punitive damages, fines or penalties. It is uncertain whether the insured claims reported to the Hawaii

Insurance Division are complete, and together with property damage claims unaccounted for, as mentioned above, the total amount of property damage claims could be materially higher than the amount reported by the Hawaii Insurance Division. The Hawaii Insurance Division did not state whether it intends to provide updated information in the future.

The Company is actively working with the State of Hawaii and others in the community on solutions for Maui’s recovery, including the compensation of those who suffered losses in the Maui windstorm and wildfires and who are currently named as plaintiffs in the various cases. On November 8, 2023, Hawaii Governor Josh Green announced the One ‘Ohana Initiative (the Initiative) as a collective path forward to recovery from the Maui windstorm and wildfires. The Initiative is a new humanitarian aid fund of $175 million, with the objective to compensate, in an expedited manner, those who have lost loved ones and those who have suffered severe injuries in the Maui windstorm and wildfires. The Initiative provides an alternative to a lengthy and expensive legal process. Beneficiaries who have lost loved ones are anticipated to receive payments of $1.5 million per decedent, and those who suffered severe injuries are expected to share in a specially allocated pool of compensation. In exchange for receiving such a payment, beneficiaries will be required to waive their ability to pursue legal claims for wrongful death and severe injuries. Hawaiian Electric fully supports this humanitarian initiative and has pledged to contribute $75 million. The Governor announced that other parties, including the State of Hawaii, the County of Maui, and Kamehameha Schools have all agreed to contribute to the fund. Hawaiian Electric’s contribution to the Initiative will be less than half of the total, and Hawaiian Electric's insurance carriers have agreed to fund its share of the contributions to the fund. Hawaiian Electric’s contribution is reflective of its commitment to join with community partners to provide solutions to promote Maui’s recovery. Hawaiian Electric’s commitment to contribute to the Initiative is not an admission of guilt or reflection of fault or liability related to the wildfires.

In connection with its commitment to contribute to the Initiative, the Utilities accrued, as of December 31, 2023, $75 million, and concurrently, recorded an insurance reimbursement receivable of an equivalent amount as the recovery of the Utilities’ contribution to the Initiative under its excess liability insurance policy is deemed probable. The Initiative contemplates additional phases, including a process to potentially resolve remaining tort-related legal claims, as well as seeking legislation to reduce wildfire risk and provide financial support to help ensure a strong energy future for all of Hawaii. While the Utilities plan to participate in a process with the State and community partners to explore solutions to support Maui’s recovery and compensate victims for damages, as noted above, the Utilities are unable to reasonably estimate any additional potential loss, or range of loss. The Company believes it is reasonably possible that a loss will be incurred in excess of the expected $75 million contribution to the Initiative and is unable to predict the ultimate outcome or reasonably estimate a range of possible loss from these actions at this time.

The Company intends to vigorously defend against the litigation if necessary. There is no assurance that the Company will be successful in the defense of the litigation or that insurance will be available or adequate to fund any potential settlements, judgments, or costs associated with the litigation or contributions to any potential additional phases of the Initiative. If additional liabilities were to be incurred, the loss could be material to the Company’s results of operations, financial positions and cash flows. If any such losses were to be sufficiently high, the Company may not have liquidity or the ability to access liquidity at levels necessary to satisfy such losses.

Securities class action and shareholder lawsuits. On August 24, 2023, a putative securities class action captioned Bhangal v. Hawaiian Electric Industries, Inc., et al., No.: 3:23-cv-04332-JSC was filed in the United States District Court for the Northern District of California. The lawsuit alleges violations of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against HEI and certain of its current and former officers, and Section 20(a) of the Exchange Act against certain of HEI’s current and former officers. Plaintiff broadly alleges that HEI and certain of its current and former officers made materially false and misleading statements or omissions regarding HEI’s wildfire prevention and safety protocols and related matters. Plaintiff seeks unspecified monetary damages. On December 7, 2023, the court appointed Daniel Warren as lead plaintiff and Pomerantz LLP as lead plaintiff’s counsel and on January 9, 2024, the court set March 8, 2024, as lead plaintiff’s deadline for filing amended complaint and set a briefing schedule on defendants’ anticipated motion to dismiss. The Company intends to vigorously defend against this action. There is no assurance that the Company will be successful in the defense of the litigation or that insurance will be available or adequate to fund any potential settlement or judgment or the litigation costs of the action. The Company does not believe that a loss is probable and any potential loss or range of loss is not reasonably estimable.

On September 11, 2023, a putative shareholder derivative action captioned Rice v. Connors, et al., No. 1CCV-23-0001181 was filed in the Circuit Court of the First Circuit, State of Hawai‘i. On December 6, 2023, the case was removed to the United States District Court for the District of Hawaii and captioned Rice v. Connors, et al., No. 1:23-cv-00577-JAO-BMK. This action is purportedly brought by a shareholder on behalf of nominal defendants HEI and Hawaiian Electric against certain current and former officers and directors of HEI and Hawaiian Electric. Plaintiff asserts Hawai‘i state law breach of fiduciary duty, abuse of control, corporate waste and unjust enrichment claims allegedly arising in connection with the Maui windstorm and wildfires that occurred in August 2023 and certain of HEI’s prior public disclosures. Plaintiff seeks, on behalf of HEI and

Hawaiian Electric, compensatory and punitive damages, restitution and equitable relief in the form of changes to HEI’s corporate governance, policies and culture. Pursuant to a schedule agreed upon by the parties and ordered by the court, defendants are not required to respond to plaintiff’s amended complaint until after the pending motions to remand in the tort litigation are resolved. While the Company has obligations to indemnify and/or advance the defendants’ legal fees and costs in connection with this lawsuit, any monetary recovery in the derivative litigation should accrue to the Company. The Company is unable to predict the ultimate outcome and is unable to make a reasonable estimate of the amount or range of loss, if any, that could result from any unfavorable outcome.

On December 26, 2023, another putative shareholder derivative action captioned Kallaus v. Johns, et al., No. 3:23-cv-06627 was filed in the United States District Court for the Northern District of California. This action is purportedly brought by a shareholder on behalf of nominal defendants HEI and Hawaiian Electric against certain current and former officers and directors of HEI and Hawaiian Electric. Plaintiff purports to assert both Hawai‘i state law and federal securities law claims. Plaintiff brings state law breach of fiduciary duty, corporate waste, and unjust enrichment claims purportedly arising in connection with the Maui windstorm and wildfires that occurred in August 2023 and certain public disclosures. Plaintiff also asserts claims for contribution under Sections 10(b) and 21D of the Exchange Act against certain of HEI’s current and former directors and officers, and claims for violation of Section 14(a) of the Exchange Act against certain of HEI’s current and former directors. Plaintiff generally alleges that HEI and certain of its current and former officers made materially false and misleading statements or omissions regarding HEI’s wildfire prevention and safety protocols and related matters. Plaintiff also broadly claims HEI proxy statements were materially false and misleading for similar reasons. Plaintiff seeks, on behalf of HEI and Hawaiian Electric, unspecified monetary damages and equitable relief in the form of changes to HEI’s corporate governance and internal procedures. While the Company has certain obligations to indemnify and/or advance the defendants’ legal fees and costs in connection with this lawsuit, any monetary recovery in the derivative litigation should accrue to the Company. The Company is unable to predict the ultimate outcome and is unable to make a reasonable estimate of the amount or range of loss, if any, that could result from any unfavorable outcome.

On January 31, 2024, an additional putative shareholder derivative action captioned Cole v. Johns, et al., No. 3:24-cv-00598 was filed in the United States District Court for the Northern District of California. This action is purportedly brought by a shareholder on behalf of nominal defendants HEI and Hawaiian Electric against certain current and former officers and directors of HEI and Hawaiian Electric. Plaintiff purports to assert both Hawai‘i state law and federal securities law claims. Plaintiff brings state law breach of fiduciary duty, corporate waste, and unjust enrichment claims purportedly arising in connection with the Maui windstorm and wildfires that occurred in August 2023 and certain public disclosures. Plaintiff also asserts claims for contribution under Sections 10(b) and 21D of the Exchange Act against certain of HEI’s current and former directors and officers, and claims for violation of Section 14(a) of the Exchange Act against certain of HEI’s current and former directors. Plaintiff generally alleges that HEI and certain of its current and former officers made materially false and misleading statements or omissions regarding HEI’s wildfire prevention and safety protocols and related matters. Plaintiff also broadly claims HEI proxy statements were materially false and misleading for similar reasons. Plaintiff seeks, on behalf of HEI and Hawaiian Electric, unspecified monetary and punitive damages. While the Company has certain obligations to indemnify and/or advance the defendants’ legal fees and costs in connection with this lawsuit, any monetary recovery in the derivative litigation should accrue to the Company. The Company is unable to predict the ultimate outcome and is unable to make a reasonable estimate of the amount or range of loss, if any, that could result from any unfavorable outcome.

Maui windstorm and wildfires costs. Legal costs in connection with the litigation and loss contingencies are expensed as incurred. As of December 31, 2023, the Company incurred and accrued $34.9 million ($24.7 million by the Utilities) of legal expenses to address these lawsuits and other legal matters related to the Maui windstorm and wildfires. The Company has $165 million of excess liability insurance for third party claims, including claims related to wildfires, with a retention of $0.3 million, and $145 million directors and officers liability insurance to cover claims related to the shareholder and derivative lawsuits, with a retention of $1.0 million. As of December 31, 2023, the Company recorded legal-related insurance recoveries for a total of $29.6 million under the policies, of which, $26.6 million has been recorded to insurance receivable.

As of December 31, 2023, on a consolidated basis, the Company has incurred $63.4 million of incremental expenses related to the Maui windstorm and wildfires, which excludes the $75 million contribution and insurance receivable discussed above.

(in thousands)Electric utilityHEI Consolidated
Maui windstorm and wildfires related expenses:
Legal expenses$24,737$34,876
One ‘Ohana Initiative contribution75,00075,000
Other expense15,07128,507
Total Maui windstorm and wildfires related expenses114,808138,383
Insurance recoveries1(98,613)(104,580)
Deferral treatment approved by the PUC2(14,692)(14,692)
Total Maui windstorm and wildfires related expenses, net of insurance recoveries and approved deferral treatment$1,503$19,111

1 Includes insurance receivable of $75 million related to the One ‘Ohana Initiative contribution.

2 Related to the PUC’s order, received on December 27, 2023, approving deferred accounting treatment for the Utilities’ incremental non-labor expenses related to the August 2023 Maui windstorm and wildfires. Amounts were reclassified to a regulatory asset.

In addition, the Utilities incurred $18.0 million of total capital costs related to the Maui windstorm and wildfires.

Note 3 · Segment financial information

The electric utility and bank segments are strategic business units of the Company that offer different products and services and operate in different regulatory environments. The accounting policies of the segments are the same as those described for the Company in the summary of significant accounting policies, except as otherwise indicated and except that federal and state income taxes for each segment are calculated on a “stand-alone” basis. HEI evaluates segment performance based on net income. Each segment accounts for intersegment sales and transfers as if the sales and transfers were to third parties (i.e., at current market prices). Intersegment revenues consist primarily of Hamakua Energy electricity revenues, interest, rent and preferred stock dividends.

Electric utility

Hawaiian Electric and its wholly owned operating subsidiaries, Hawaii Electric Light and Maui Electric, are public electric utilities in the business of generating, purchasing, transmitting, distributing and selling electric energy on all major islands in Hawaii other than Kauai, and are regulated by the PUC. The utility subsidiaries are aggregated within the electric utility segment because they: (1) are involved in the business of supplying electric energy in the same geographical location (i.e., the State of Hawaii), (2) have similar production processes that comprise electric generation, (3) serve similar customers within their franchise territories (e.g., residential, commercial and industrial customers), (4) use similar electric grids to distribute the energy to their customers, (5) are regulated by the PUC and undergo similar rate-making processes, (6) have similar economic characteristics and (7) perform financial reporting oversight and management of the business at the consolidated level.

Bank

ASB is a federally chartered savings bank that provides a full range of banking services to individual and business customers through its branch system in Hawaii. ASB is subject to examination and comprehensive regulation by the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC), and is subject to reserve requirements established by the Board of Governors of the Federal Reserve System.

Other

“Other” includes amounts for the holding companies (HEI and ASB Hawaii), Pacific Current and its subsidiaries, and intercompany eliminations.

Pacific Current. Pacific Current was formed in 2017 to focus on investing in non-regulated renewable energy and sustainable infrastructure in the State of Hawaii to help achieve the state’s sustainability goals. Significant investments of Pacific Current made through its subsidiaries, Hamakua Energy, Mauo, Kaʻieʻie Waho, and Mahipapa include:

Hamakua power plant. In 2017, Hamakua Energy acquired Hamakua Energy Partners, L.P.’s 60-MW combined cycle power plant and other assets from affiliates of ArcLight Capital Partners, a private equity firm. The plant sells all the power it produces to Hawaii Electric Light under an existing power purchase agreement (PPA) that expires in 2030.

Solar-plus-storage power purchase agreement. In 2018, Mauo executed definitive agreements to acquire a solar-plus-storage PPA for a multi-site, commercial-scale project that provides 8.1 MW of solar capacity and 42.6 megawatt-hours (MWh) of storage capacity on the islands of Maui and Oahu. The PPA has a 15-year term with a customer option to extend for an additional five years.

6-MW photovoltaic system. In 2020, Kaʻieʻie Waho acquired a 6-MW photovoltaic system situated on 20 acres of land on the island of Kauai. Kauai Island Utility Cooperative purchases all of the power generated by the system under a PPA that expires in 2033.

7.5-MW renewable, firm dispatchable closed-loop biomass-to-energy facility. In July 2022, Mahipapa acquired a 7.5-MW renewable, firm dispatchable closed-loop biomass-to-energy facility on Kauai. Kauai Island Utility Cooperative purchases all of the power generated by the system under a PPA that expires in 2035.

Segment financial information was as follows:

(in thousands)Electric utilityBankOtherTotal
Revenues3,269,521394,66317,9823,682,166
Depreciation and amortization270,19528,49112,111310,797
Interest income6,454—2,6519,105
Interest expense, net86,14082,79739,392208,329
Income (loss) before income taxes247,14063,401(64,840)245,701
Income taxes (benefit)51,19310,039(16,659)44,573
Net income (loss)195,94753,362(48,181)201,128
Preferred stock dividends of subsidiaries1,995—(105)1,890
Net income (loss) for common stock193,95253,362(48,076)199,238
Capital expenditures1438,7755,5693,952448,296
Assets (at December 31, 2023)7,283,5549,673,192287,07517,243,821
Revenues from external customers$3,408,583$321,068$12,334$3,741,985
Intersegment revenues (eliminations)4—(4)—
Revenues3,408,587321,06812,3303,741,985
Depreciation and amortization260,74424,4369,661294,841
Interest expense, net76,41613,30126,986116,703
Income (loss) before income taxes240,600102,241(38,646)304,195
Income taxes (benefit)49,67622,252(10,761)61,167
Net income (loss)190,92479,989(27,885)243,028
Preferred stock dividends of subsidiaries1,995—(105)1,890
Net income (loss) for common stock188,92979,989(27,780)241,138
Capital expenditures1329,4574,7049,876344,037
Assets (at December 31, 2022)6,597,4679,545,970140,80716,284,244
Revenues from external customers$2,539,589$306,398$4,392$2,850,379
Intersegment revenues (eliminations)47—(47)—
Revenues2,539,636306,3984,3452,850,379
Depreciation and amortization251,20621,1246,372278,702
Interest expense, net72,4475,04021,91699,403
Income (loss) before income taxes223,785130,559(43,481)310,863
Income taxes (benefit)44,14829,325(10,666)62,807
Net income (loss)179,637101,234(32,815)248,056
Preferred stock dividends of subsidiaries1,995—(105)1,890
Net income (loss) for common stock177,642101,234(32,710)246,166
Capital expenditures1292,00011,13111,393314,524
Assets (at December 31, 2021)6,491,6259,181,603149,40915,822,637

1 Contributions in aid of construction balances are included in capital expenditures.

Intercompany electricity sales of the Utilities to ASB and “other” segments are not eliminated because those segments would need to purchase electricity from another source if it were not provided by the Utilities and the profit on such sales is nominal.

Hamakua Energy’s sales to Hawaii Electric Light (a regulated affiliate) are eliminated in consolidation.

Note 4 · Electric utility segment

Regulatory assets and liabilities. The Utilities record regulatory assets and liabilities when they are deemed probable of recovery from or refund to customers. Determining probability requires significant judgment by management and includes considerations of regulatory orders, proposed regulatory treatment, strength of the applications and other available evidence. Regulatory assets represent deferred costs and accrued decoupling revenues which are expected to be recovered through rates over PUC-authorized periods. Generally, the Utilities do not earn a return on their regulatory assets; however, they have been allowed to recover interest on certain regulatory assets and to include certain regulatory assets in rate base. Regulatory liabilities represent amounts included in rates and collected from ratepayers for costs expected to be incurred in the future, or amounts collected in excess of costs incurred that are refundable to customers. For example, the regulatory liability for cost of removal in excess of salvage value represents amounts that have been collected from ratepayers for costs that are expected to be incurred in the future to retire a utility plant. Generally, the Utilities include regulatory liabilities in rate base or are required to apply interest to certain regulatory liabilities. In the table below, noted in parentheses are the original PUC authorized amortization or recovery periods and, if different, the remaining amortization or recovery periods as of December 31, 2023 are noted.

Regulatory assets were as follows:

December 3120232022
(in thousands)
Retirement benefit plans (balance primarily varies with plans’ funded statuses)$70,616$69,919
Income taxes (2-36 years)81,62082,583
Decoupling revenue balancing account and RAM (1-2 years)19,00214,290
Right-Of-Use (ROU) assets (21 years remaining)9,0677,711
Vacation earned, but not yet taken (1 year)14,58514,109
COVID-19 related costs (to be determined by PUC)8,71511,403
ECRC/PPAC (1 year)24,69120,369
Maui windstorm and wildfire related costs (to be determined by PUC)14,692—
Retirement of generating units (10 years)29,930—
Other (1-36 years remaining)21,88622,129
Total regulatory assets$294,804$242,513
Included in:
Current assets$68,453$52,273
Long-term assets226,351190,240
Total regulatory assets$294,804$242,513

Regulatory liabilities were as follows:

December 3120232022
(in thousands)
Cost of removal in excess of salvage value (1-79 years)$591,298$577,985
Income taxes (2-36 years)303,225316,947
Decoupling revenue balancing account and RAM (1-2 years)5,99510,426
Retirement benefit plans (balance primarily varies with plans’ funded statuses)171,42181,950
Solar tax credits (1-18 years)49,50750,240
ECRC/PPAC (1 year)15,1694,034
Enterprise Resource Planning (ERP) Benefits (2 years)12,40910,491
Other (1 year remaining)1,6663,577
Total regulatory liabilities$1,150,690$1,055,650
Included in:
Current liabilities$36,559$31,475
Long-term liabilities1,114,1311,024,175
Total regulatory liabilities$1,150,690$1,055,650

The regulatory asset and liability relating to retirement benefit plans was recorded as a result of pension and OPEB tracking mechanisms adopted by the PUC in rate case decisions for the Utilities in 2007 (see Note 11).

Regulatory asset related to retirement of Honolulu generating units 8 and 9. On December 22, 2023, the PUC issued a decision and order approving the Utilities’ request to establish a regulatory asset for the remaining net book value of the fossil fuel generating units Honolulu units 8 and 9 assets that retired on December 31, 2023, and amortize the regulatory asset over approximately nine years. The PUC also ruled that the Utilities may seek to include the regulatory asset in rate base and seek to recover the amortization expense and a return on the unamortized balance of the regulatory asset in the next rate case or rate re-setting proceeding. As of December 31, 2023, the Utilities have recorded $29.9 million in regulatory assets for the remaining net book value of Honolulu generating units 8 and 9.

Regulatory assets for Maui windstorm and wildfires related costs. On December 27, 2023, the PUC issued an order authorizing deferred accounting treatment for the Utilities’ incremental non-labor expenses under specific cost categories related to the August 2023 Maui windstorm and wildfires. The deferred accounting treatment applies to certain non-labor expenses incurred from August 8, 2023 through December 31, 2024 that are not already a part of base rates. The approval pertains to deferred cost treatment. The requests for cost recovery of deferred costs will be the subject of a separate application at which time the PUC will evaluate whether such costs were prudently incurred and reasonable and determine the extent to which such costs will be eligible for recovery, and the period over which recovery will occur. If the PUC denies recovery of any deferred costs, such costs would be charged to expense in the period that those costs are no longer considered probable of recovery.

As of December 31, 2023, the Utilities have recorded $14.7 million in regulatory assets for the incremental costs incurred related to the Maui windstorm and wildfires event.

Regulatory liabilities for Enterprise Resource Planning/Enterprise Asset Management (ERP/EAM). The ERP/EAM Implementation Project went live in October 2018. Hawaii Electric Light and Hawaiian Electric began to incorporate their portion of the deferred project costs in rate base and started the amortization over a 12-year period in January 2020 and November 2020, respectively. The PUC required a minimum of $246 million ERP/EAM project-related benefit to be delivered to customers over the system’s 12-year service life.

In February 2019, the PUC approved a methodology for passing the future cost saving benefits of the new ERP/EAM system to customers developed by the Utilities in collaboration with the Consumer Advocate. The Utilities filed a benefits clarification document on June 10, 2019, reflecting $150 million in future net other operation and maintenance (O&M) expense reductions and cost avoidance, and $96 million in capital cost reductions and tax savings over the 12-year service life. To the extent the reduction in O&M expense relates to amounts reflected in electric rates, the Utilities would reduce future rates for such amounts. In October 2019, the PUC approved the Utilities and the Consumer Advocate’s Stipulated Performance Metrics and Tracking Mechanism. As part of the settlement agreement approved in the Hawaiian Electric 2020 test year rate case, the regulatory liability for Hawaiian Electric will be amortized over five years, beginning in November 2020, and the O&M benefits for Hawaiian Electric was considered flowed through to customers. On December 29, 2023, the PUC approved the Utilities’ proposal to accelerate flow-through of the ERP benefits savings currently tracked in regulatory liability accounts to Hawaii Electric Light and Maui Electric customers as part of the customer dividend in the ARA, to mitigate the impact of the Utilities’ recovery of the COVID-19 related costs on customers. See “Regulatory assets for COVID-19 related costs” section below.

As of December 31, 2023, the Utilities’ regulatory liability was $12.4 million ($2.6 million for Hawaiian Electric, $3.9 million for Hawaii Electric Light and $5.9 million for Maui Electric) for the O&M expense savings that are being amortized or to be included in future rates. At the PUC’s direction, the Utilities have been filing Annual Enterprise System Benefits (AESB) report on the achieved benefits savings. The most recent AESB report was filed on February 13, 2024 for the period January 1 through December 31, 2023.

Regulatory assets for COVID-19 related costs. On December 29, 2023, the PUC issued a decision and order (December 2023 D&O) approving the Utilities’ request to recover the COVID-19 related deferred costs up to$8.8 million evenly over athree-year recovery period from 2024 through 2026. Following the Utilities’ motion for clarification or in the alternative partial reconsideration of the December 2023 D&O, on February 27, 2024, the PUC issued an order clarifying the December 2023 D&O and approving, among other things, the Utilities’ requests to base the recovery on the recorded balances as of December 31, 2023 and to modify the recovery period to begin June 1, 2024 and end May 31, 2027. As of December 31, 2023, the Utilities have recorded $8.7 million in regulatory assets for deferral of COVID-19 related costs.

Regulatory assets for suspension of disconnections related costs. Based on the circumstances related to the Maui windstorm and wildfires, on August 31, 2023 and subsequently on October 13, 2023, the PUC issued orders directing all regulated utilities located on, or providing utility service on Maui, including the Utilities, among other things, (i) to suspend disconnections of services and associated disconnection fees beginning from August 8, 2023, through the end of the emergency relief period established by the Governor’s Emergency Proclamations related to the Maui windstorm and wildfires, which currently continues through March 5, 2024 (Suspension Period); (ii) to suspend any and all rules and provisions of individual utility tariffs that prevent or condition re-connection of disconnected customers during the Suspension Period; (iii) not to charge customers interest on past due payments or impose any late payment fees through the Suspension Period; (iv) to establish regulatory assets to record costs directly related to the suspension of disconnections, and to record receipt of governmental aid and donation-based aid, loans or grants, and/or all other assistance measures, and any cost savings realized; and (v) to file a notice with the PUC regarding any upcoming application or other request pursuant to HRS Sections 269-16.3, -17, -17.5, -18, -19, or -19.5 and/or regarding any significant financial change to the Maui utility, at least 60 days prior to filing such application or other request with the PUC. The orders also discourage the filing of emergency or general rate increases in response to the emergency situation. In future proceedings, the PUC will assess the utility’s request for recovery of these regulatory assets including whether it is reasonable and necessary, the appropriate period of recovery for the approved amount of regulatory assets, any amount of carrying costs thereon, any savings directly attributable to suspension of disconnects, and other related matters. As of December 31, 2023, the Utilities have recorded $0.6 million in regulatory assets for the incremental costs incurred due to the suspension of disconnections.

Major customers. The Utilities received 12% ($376 million),12% ($393 million) and 11% ($267 million) of their operating revenues from the sale of electricity to various federal government agencies in 2023, 2022 and 2021, respectively.

Cumulative preferred stock. The following series of cumulative preferred stock are redeemable only at the option of the respective company at the following prices in the event of voluntary liquidation or redemption:

December 31, 2023Voluntaryliquidation priceRedemptionprice
Series
C, D, E, H, J and K (Hawaiian Electric)$20$21
I (Hawaiian Electric)2020
G (Hawaii Electric Light)100100
H (Maui Electric)100100

Hawaiian Electric is obligated to make dividend, redemption and liquidation payments on the preferred stock of each of its subsidiaries if the respective subsidiary is unable to make such payments, but this obligation is subordinated to Hawaiian Electric’s obligation to make payments on its own preferred stock.

Related-party transactions. HEI charged the Utilities $5.2 million, $5.6 million and $5.2 million for general management and administrative services in 2023, 2022 and 2021, respectively. The amounts charged by HEI to its subsidiaries for services provided by HEI employees are allocated primarily on the basis of time expended in providing such services.

In 2023, 2022 and 2021, Hamakua Energy (an indirect subsidiary of HEI) sold energy and capacity to Hawaii Electric Light (subsidiary of Hawaiian Electric and indirect subsidiary of HEI) under a power purchase agreement (PPA) in the amount of $71 million, $66 million and $53 million, respectively.

Hawaiian Electric’s short-term borrowings from HEI totalednil at December 31, 2023 and 2022. Borrowings among the Utilities are eliminated in consolidation. Interest charged by HEI to Hawaiian Electric was not material for the years ended December 31, 2023 and 2022.

Unconsolidated variable interest entities.

Power purchase agreements. As of December 31, 2023, the Utilities hadfour PPAs for firm capacity and other PPAs with independent power producers (IPPs) and Schedule Q providers (i.e., customers with cogeneration and/or power production facilities who buy power from or sell power to the Utilities), none of which are currently required to be consolidated as VIEs.

Pursuant to the current accounting standards for VIEs, the Utilities are deemed to have a variable interest in Kalaeloa Partners, L.P. (Kalaeloa) and Hamakua Energy by reason of the provisions of the PPA that the Utilities have with thetwo IPPs. However, management has concluded that the Utilities are not the primary beneficiary of Kalaeloa and Hamakua Energy because the Utilities do not have the power to direct the activities that most significantly impact thetwo IPPs’ economic performance nor the obligation to absorb their expected losses, if any, that could potentially be significant to the IPPs. Thus, the Utilities have not consolidated Kalaeloa and Hamakua Energy in its consolidated financial statements. However, Hamakua Energy is an indirect subsidiary of Pacific Current, and is consolidated in HEI’s consolidated financial statements.

For the other PPAs with IPPs, the Utilities have concluded that the consolidation of the IPPs was not required because either the Utilities do not have variable interests in the IPPs due to the absence of an obligation in the PPAs for the Utilities to absorb any variability of the IPPs, or the IPP was considered a “governmental organization,” and thus excluded from the scope of accounting standards for VIEs. The consolidation of any significant IPP could have a material effect on the consolidated financial statements, including the recognition of a significant amount of assets and liabilities and, if such a consolidated IPP were operating at a loss and had insufficient equity, the potential recognition of such losses. If the Utilities determine they are required to consolidate the financial statements of such an IPP and the consolidation has a material effect, the Utilities would retrospectively apply accounting standards for VIEs to the IPP.

Commitments and contingencies.

Contingencies. The Utilities are subject in the normal course of business to legal, regulatory and environmental proceedings. Excluding the potential liabilities from the Maui windstorm and wildfires, 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, the Utilities cannot rule out the possibility that such outcomes could have a material effect on the results of operations or liquidity for a particular reporting period in the future. The Utilities record loss contingencies when the outcome of such proceedings is probable and when the amount of the loss is reasonably estimable. The Utilities also evaluate, on a continuous basis, whether developments in such proceedings could cause these assessments or estimates to change. Assessment regarding future events is required when evaluating whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable. Management is often unable to estimate a reasonably possible loss, or a range of loss, particularly in cases in which: (i). the damages sought are indeterminate or the basis for the damages claimed is not clear; (ii) proceedings are in early stages; (iii) discovery is not complete; (iv) the matters involve novel or unsettled legal theories; (v) significant facts are in dispute; (vi) a large number of parties are represented (including circumstances in which it is uncertain how liability, if any, would be shared among multiple defendants); (vii) a lower court or administrative agency’s decision or ruling has been appealed; and/or (vii) a wide range of potential outcomes exist. In such cases, there may be considerable uncertainty regarding the timing or ultimate resolution, including any possible loss, fine, penalty, or business impact.

August 2023 Maui windstorm and wildfires. See Note 2 of the Consolidated Financial Statements.

Hu Honua Bioenergy, LLC (Hu Honua). In May 2012, Hawaii Electric Light signed a PPA, which the PUC approved in December 2013, with Hu Honua for 21.5 MW of renewable, dispatchable firm capacity fueled by locally grown biomass from a facility on the island of Hawaii. Under the terms of the PPA, the Hu Honua plant was scheduled to be in service in 2016. However, Hu Honua encountered construction and litigation delays, which resulted in the termination of the original PPA. Following the termination, Hu Honua filed a lawsuit in the U.S. District Court for the District of Hawaii. The parties reached a settlement that was conditioned on the PUC’s timely, non-appealable final approval of an amended and restated PPA dated May 9, 2017. On May 23, 2022, following a contested case hearing, the PUC issued a decision and order denying the amended and restated PPA, based on, among other things, findings that: (1) the project will result in significant greenhouse gas (GHG) emissions, (2) Hu Honua’s proposed carbon commitment to sequester more GHG emissions than produced by the project are speculative and unsupported, (3) the amended and restated PPA is likely to result in high costs to customers through its relatively high cost of electricity and through potential displacement of other, lower cost, renewable resources, and (4) based on the foregoing, approving the amended and restated PPA is not prudent or in the public interest. On June 2, 2022, Hawaii Electric Light and Hu Honua filed their separate motions for reconsideration, which were denied by the PUC on June 24, 2022. On June 29, 2022, Hu Honua filed its notice of appeal to the Hawaii Supreme Court of the PUC’s May 23, 2022 decision and order denying the amended and restated PPA. On March 13, 2023, the Hawaii Supreme Court affirmed the PUC’s decision denying the amended and restated PPA between Hu Honua and Hawaii Electric Light and entered its judgment on appeal on April 12, 2023. On June 7, 2023, Hu Honua filed a status report with the U.S. District Court for the District of Hawaii, stating, among other things, that because settlement of the underlying federal lawsuit was contingent on timely, non-appealable, final approval of the amended and restated PPA by the PUC, that the Hawaii Supreme Court’s opinion made fulfillment of the condition impossible, and therefore the settlement agreement between the Hawaiian Electric defendants (HEI, Hawaiian Electric, and Hawaii Electric Light) and Hu Honua is null and void and of no further effect. On November 16, 2023, Hu Honua filed its Motion for Leave to Filed Third Amended and Supplemental Complaint and for Permissive Joinder with the U.S. District Court for the District of Hawaii, asking the court to grant it leave to file a Third Amended and Supplemental Complaint, which would amend its claims and add three new proposed defendants. The hearing on this motion took place on February 14, 2024 and a decision has not been made yet.

Molokai New Energy Partners (MNEP). In July 2018, the PUC approved Maui Electric’s PPA with MNEP to purchase solar energy from a photovoltaic (PV) plus battery storage project. The 4.88 MW PV and 3 MW Battery Energy Storage System (BESS) project was to deliver no more than 2.64 MW at any time to the Molokai system. On March 25, 2020, MNEP filed a complaint in the United Stated District Court for the District of Hawaii against Maui Electric claiming breach of contract. On June 3, 2020, Maui Electric provided a Notice of Default and Termination of the PPA to MNEP terminating the PPA with an effective date of July 10, 2020. Thereafter, MNEP filed an amended complaint to include claims relating to the termination and Hawaiian Electric filed its answer to the amended complaint on September 11, 2020, disputing the facts presented by MNEP and all claims within the original and amended complaint. Currently, the discovery phase is ongoing.

Environmental regulation. The Utilities 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.

Hawaiian Electric, Hawaii Electric Light and Maui Electric, like other utilities, periodically encounter petroleum or other chemical releases associated with current or previous operations. The Utilities report and take action on these releases when and as required by applicable law and regulations. The Utilities believe the costs of responding to such releases identified to date will not have a material effect, individually or in the aggregate, on Hawaiian Electric’s consolidated results of operations, financial condition or liquidity.

Former Molokai Electric Company generation site. In 1989, Maui Electric acquired 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 and left the property in 1987. The Environmental Protection Agency (EPA) has since identified environmental impacts in the subsurface soil at the Site. In cooperation with the State of Hawaii Department of Health and EPA, Maui Electric further investigated the Site and the adjacent parcel to determine the extent of impacts of polychlorinated biphenyls (PCBs), residual fuel oils and other subsurface contaminants. Maui Electric has a reserve balance of $2.6 million as of December 31, 2023, representing the probable and reasonably estimable undiscounted cost for remediation of the Site and the adjacent parcel based on presently available information; however, final costs of remediation will depend on the cleanup approach implemented.

Pearl Harbor sediment study. In July 2014, the U.S. Navy notified Hawaiian Electric of the Navy’s determination that Hawaiian Electric is a Potentially Responsible Party under CERCLA responsible for the costs of investigation and cleanup of PCB contamination in sediment in the area offshore of the Waiau Power Plant as part of the Pearl Harbor Superfund Site. Hawaiian Electric was also required by the EPA to assess potential sources and extent of PCB contamination onshore at Waiau Power Plant.

As of December 31, 2023, thereserve account balance recorded by Hawaiian Electric to address the PCB contamination was $9.6 million. The reserve balance represents the probable and reasonably estimable undiscounted cost for the onshore and offshore investigation and remediation. The final remediation costs will depend on the actual onshore and offshore cleanup costs.

Kapolei pipeline. James Campbell Company (JCC) through its wholly owned subsidiary, Aina Nui Corporation discovered petroleum contamination in ground water during construction of a project in Kapolei in late 2022 and incurred approximately $0.8 million inremediation costs. JCC made a joint demand for these costs in June 2023 to the two companies, including Hawaiian Electric, that have pipelines in the area of the contamination. This demand was updated on September 1, 2023 to $1.2 million to incorporate additional costs. It has not been determined whether the nature of the contamination is consistent with what was in the Utilities’ pipelines or is wholly or partially the responsibility of the other pipeline owner. At this time, the parties are engaging in settlement discussions and the Utilities are unable to determine the ultimate outcome or the amount of any possible loss.

Endangered Species Act. The Utilities received asixty-day notice from the American Bird Conservancy and Conservation Council for Hawaii in early February. Thesixty-day notice is the pre-cursor to a citizen’s suit under the Endangered Species Act. The letter alleges that the Utilities are out of compliance with the Act due to alleged impacts on endangered seabirds caused by the Utilities’ powerlines and street and facility lights on Maui and Lanai. The Utilities are already in the process of drafting a Habitat Conservation Plan and will be applying for associated state and federal permits. The letter asserts that the scope of the plan should be broader and that additional interim measures are required while the plan and permits are pending. At this time, the Utilities are unable to determine the ultimate outcome or the amount of any potential loss.

Commitments.

Purchase commitments. As of December 31, 2023, the Utilities’ estimated future minimum payments pursuant to purchase obligations related to material contracts for the following five years and thereafter are as follows:

Payments Due
(in millions)20242025202620272028Thereafter
Firm capacity PPAs$74$74$74$74$70$295
Renewable dispatchable generation plus energy storage and energy storage PPAs4949494949740
Fuel transportation7772——
Total$130$130$130$125$119$1,035

Firm capacity PPAs. The Utilities are committed to purchase from four firm capacity PPAs for a total of 362.2 megawatts (MW) of firm capacity, which expire at various dates through 2033.

Renewable dispatchable generation plug energy storage and energy storage PPAs. The Utilities also have long-term renewable PPAs with IPPs from the issuances of Stage 1 and 2 request for proposals in 2018 and 2019, respectively. The Utilities have additional annual payments of $40 million when three projects began commercial operations in 2023. As of

December 31, 2023, a total offour projects provides the Utilities capacity of 105 MW, with 985 MWh batteries. The contracts expire at various dates through 2048.

Fuel transportation lease contract. The Utilities entered into an inter-island fuel transportation contract, expiring in 2027.

The PUC has approved PPACs for the Utilities to recover purchased power capacity, operation and maintenance (O&M) and other non-energy costs related to all aforementioned PPAs. In addition, the Utilities are able to recover fuel component of the energy charges for firm capacity PPAs as well as costs associated to fuel transportation through ECRC.

In general, the Utilities base their payments under the PPAs upon available capacity and actual energy supplied and they are generally not required to make payments for capacity if the contracted capacity is not available, and payments are reduced, under certain conditions, if available capacity drops below contracted levels. In general, the payment rates for capacity have been predetermined for the terms of the agreements. The Utilities do not operate, or participate in the operation of, any of the facilities that provide power under the agreements. Title to the facilities does not pass to Hawaiian Electric or its subsidiaries upon expiration of the agreements, and the agreements do not contain bargain purchase options for the facilities.

Purchases from all IPPs were as follows:

Years ended December 31202320222021
(in millions)
Kalaeloa$298$342$204
AES Hawaii1—82130
HPOWER707370
Hamakua Energy716653
Puna Geothermal Venture384829
Wind IPPs125119124
Solar IPPs725750
Other IPPs2(2)710
Total IPPs$672$794$670

1 The term of the PPA with AES Hawaii expired on September 1, 2022 and the AES Hawaii coal plant ceased operations.

2 Includes hydro power and other PPAs.

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 or community support can result in significantly increased project costs or even cancellation of projects. 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, or if PUC-imposed caps on project costs are expected to be exceeded, project costs may need to be written off in amounts that could result in significant reductions in Hawaiian Electric’s consolidated net income.

Waena Switchyard/Synchronous Condenser Project. In October 2020, to support efforts to increase renewable energy generation and reduce fossil fuel consumption by deactivating current generating units, Maui Electric filed a PUC application to construct a switchyard, which includes the extension oftwo 69 kV transmission lines and the relocation of another 69 kV transmission line; and the conversion oftwo generating units to synchronous condensers at Kahului Power Plant in central Maui. In November 2021, the PUC approved Maui Electric’s request to commit funds estimated at $38.8 million for the project, and to recover capital expenditures for the project under Exceptional Project Recovery Mechanism (EPRM) not to exceed $38.8 million, which shall be further reduced to reflect the total project cost exclusive of overhead costs not directly attributable to the project. The Waena Switchyard was placed in service on October 25, 2023. The conversion of thetwo generating units will be performed after the retirement of Kahului Power Plant Units 3 and 4, which is targeted for the end of 2027.

In approving the project, the PUC recognized that the project will facilitate the ability to accommodate increased renewable energy, as contemplated under the EPRM guidelines. As of December 31, 2023, $24.7 million has been incurred for the project.

Waena Battery Energy Storage System Project. In September 2020, Maui Electric filed a PUC application to purchase and install a 40 MW BESS at its Waena Site in Central Maui. In December 2023, the PUC approved Maui Electric’s request to commit funds estimated at $82.1 million, for the purchase and installation of the project, and to recover costs for the project under EPRM. Project costs incurred as of December 31, 2023 amount to $0.6 million.

Climate Adaptation Transmission and Distribution Resilience Program. The Utilities maintains that improving resiliency of the electric grid is an urgent matter and recognizes that climate change is making Hawaii increasingly vulnerable to sever weather events. On January 31, 2024, the PUC approved the Utilities’ request to commit an estimated $189.7 million in funds for the Climate Adaptation Transmission and Distribution Resilience Program, over a project period offive years. The project is to focus on, among other things, strengthening transmission lines and circuits that serve critical loads, enable substation to proactively de-energize before natural disasters and system hardening in wildfire risk areas to prevent ignition and to enable quicker response.

The project costs to be recovered through EPRM is subject to a cap of $95 million and any amount in excess will be subject to the PUC’s further review. Additionally, on August 29, 2023, the U.S. Department of Energy notified the Utilities that their application for $95 million in federal funds under the Infrastructure Investment and Jobs Act (IIJA) has been recommended for award, subject to negotiation of the terms of financial assistance.

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. The Utilities’ recognition of AROs haveno impact on their earnings. The cost of the AROs is recovered over the life of the asset through depreciation. AROs recognized by the Utilities relate to legal obligations associated with the retirement of plant and equipment, including removal of asbestos and other hazardous materials.

The Utilities recorded AROs related to: 1) the removal of retired generating units, certain types of transformers and underground storage tanks; 2) the abandonment of fuel pipelines, underground injection and supply wells; and 3) the removal of equipment and restoration of leased land used in connection with Utility-owned renewable and dispatchable generation facilities.

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

(in thousands)20232022
Balance, January 1$11,548$11,110
Accretion expense463442
Liabilities incurred——
Liabilities settled(2)(4)
Balance, December 31$12,009$11,548

The Utilities have not recorded AROs for assets that are expected to operate indefinitely or where the Utilities cannot estimate a settlement date (or range of potential settlement dates). As such, ARO liabilities are not recorded for certain asset retirement activities, including various Utilities-owned generating facilities and certain electric transmission, distribution and telecommunications assets resulting from easements over property not owned by the Utilities.

Regulatory proceedings.

Decoupling. Decoupling is a regulatory model that is intended to provide the Utilities with financial stability and facilitate meeting the State of Hawaii’s goals to transition to a clean energy economy and achieve an aggressive renewable portfolio standard. Decoupling delinks the utility’s revenues from the utility’s sales, removing the disincentive to promote energy efficiency and accept more renewable energy. Decoupling continues under the PBR Framework.

Performance-based regulation framework. On December 23, 2020, the PUC issued a decision and order (PBR D&O) establishing the PBR Framework to govern the Utilities. The PBR Framework incorporates an annual revenue adjustment (ARA) and a suite of new regulatory mechanisms in addition to previously established regulatory mechanisms. Under the PBR Framework, the decoupling mechanism (i.e., the Revenue Balancing Account (RBA)) established by the previous regulatory framework will continue. The existing cost recovery mechanisms continued as previously implemented (e.g., the Energy Cost Recovery Clause, Purchased Power Adjustment Clause (PPAC), Demand-Side Management surcharge, Renewable Energy Infrastructure Program, Demand Response Adjustment Clause, Pension and Other Post-Employment Benefits (OPEB) tracking mechanisms). In addition to annual revenues provided by the ARA, the Utilities may seek relief for extraordinary projects or programs through the Exceptional Project Recovery Mechanism (EPRM) (formerly known as the Major Project Interim Recovery adjustment mechanism) and earn financial rewards for exemplary performance as provided through a portfolio of Performance Incentive Mechanisms (PIMs) and Shared Savings Mechanisms (SSMs). The PBR Framework incorporates a variety of additional performance mechanisms, including Scorecards, Reported Metrics, and an expedited Pilot Process. The PBR Framework also contains a number of safeguards, including a symmetric Earnings Sharing Mechanism (ESM) which protects the Utilities and customers from excessive earnings or losses, as measured by the Utilities’ achieved rate-making ROACE and a Re-Opener mechanism, under which the PUC will open an examination, at its discretion, to determine if adjustments or modifications to specific PBR mechanisms are appropriate. The PBR Framework became fully effective on June 1, 2021.

On June 17, 2022, the PUC issued a decision and order (June 2022 D&O) establishing additional PIMs under the PBR Framework for the Utilities. The June 2022 D&O approvedtwo new PIMs, a new SSM, and extended the timeframe for an existing PIM. Specifically, the PUC approved (1) a new (penalty-only) generation-caused interruption reliability PIM, (2) a new

(penalty/reward) interconnection requirements study PIM, (3) a new (reward-only) Collective Shared Savings Mechanism (CSSM), and (4) a modification and extension of the existing Interim Grid Services PIM (reward-only). On November 23, 2022, the PUC approved the Utilities’ proposed tariffs to implement the aforementioned PIMs with an effective date of January 1, 2023.

In addition, the June 2022 D&O instructed the Utilities to prepare and submit: a detailed fossil fuel retirement report (FF Retirement Report) outlining necessary steps to safely and reliably retire certain existing fossil fuel power plants during the first multi-year rate period (MRP); and a functional integration plan (FIP) for distributed energy resources (DER) to increase transparency into the Utilities’ plans and progress for utilizing cost-effective grid services from DERs and ensure that the necessary functionalities and requisite technologies are in place to do so. The PUC also instructed the PBR Working Group to continue its ongoing collaborative efforts to consider other potential new incentive mechanisms and to address other issues raised during the proceeding. On March 30, 2023, the PUC held a PBR Working Group coordination meeting to initiate subgroups on the Long-Term Grid Services PIM, modification/evaluation of existing PIMs, and comprehensive PBR Framework review priority topics.

In accordance with the June 2022 D&O, the Utilities filed their FIP on September 30, 2022, Long-Term Grid Services PIM proposal on July 3, 2023, and FF Retirement Report on October 13, 2023.

On October 16, 2023, the Utilities filed a request for limited suspension of the Transmission and Distribution (T&D) System Average Interruption Duration Index (SAIDI) PIM, the T&D System Average Interruption Frequency Index (SAIFI) PIM, and the target heat rate provision of Maui Electric Maui Division’s Energy Cost Recovery Clause (ECRC) tariff starting from August 8, 2023. On December 28, 2023, the PUC issued an order granting a temporary suspension of Maui Electric’s T&D SAIDI and SAIFI PIMs and Maui Electric Maui Division’s target heat rate provision from August 8, 2023 through June 30, 2024, which the tariffs became effective on January 1, 2024.

On November 3, 2023, the Utilities, Ulupono Initiative LLC, and the County of Hawaii filed a stipulation on proposed modifications to the RPS-A, Call Center, AMI Utilization, and interconnection requirements study PIM. On February 8, 2024, the PUC issued a procedural schedule to govern review of the proposals in the stipulation, which provides for a D&O on the stipulation by June 30, 2024.

On December 26, 2023, the PUC issued an order (1) confirming that the Interim Grid Services PIM will sunset on December 31, 2023, (2) extending the Interconnection Approval PIM through December 31, 2024, and (3) determining that it will continue examination of the Long-Term Grid Services PIM into 2024 as part of a broader examination that addresses barriers to the utilization of DERs to meet grid needs.

Revenue adjustment mechanism. Prior to the implementation of the PBR Framework, the revenue adjustment mechanism (RAM) was a major component of the previously established regulatory framework. The RAM was based on the lesser of: a) an inflationary adjustment for certain O&M expenses and return on investment for certain rate base changes, or b) cumulative annual compounded increase in Gross Domestic Product Price Index applied to annualized target revenues (the RAM Cap). Under the PBR Framework, the ARA mechanism replaced the RAM, and became effective on June 1, 2021. RAM revenue adjustments approved by the PUC in 2020 will continue to be included in the RBA provision’s target revenue and RBA rate adjustment unless modified with PUC approval.

Annual revenue adjustment mechanism. The PBR Framework established afive-year MRP during which there will be no general rate cases. Target revenues will be adjusted according to an index-driven ARA based on (i) an inflation factor, (ii) a predetermined X-factor to encompass productivity, which is set at zero, (iii) a Z-factor to account for exceptional circumstances not in the Utilities’ control and (iv) a customer dividend consisting of a negative adjustment of 0.22% of adjusted revenue requirements compounded annually and a flow through of the “pre-PBR” savings commitment from the management audit recommendations developed in a prior docket at a rate of $6.6 million per year from 2021 to 2025. The implementation of the ARA occurred on June 1, 2021.

Earnings sharing mechanism. The PBR Framework established a symmetrical ESM for achieved rate-making ROACE outside of a 300 basis points deadband above or below the current authorized ROACE of 9.5% for each of the Utilities. There is a 50/50 sharing between customers and Utilities for the achieved rate-making ROACE falling within 150 basis points outside of the deadband in either direction, and a 90/10 sharing for any further difference. A reopening or review of the PBR terms may be triggered if the Utilities credit rating outlook indicates a potential credit downgrade below investment grade status, or if its achieved rate-making ROACE enters the outer most tier of the ESM.

On August 31, 2023, the PUC issued an order temporarily suspending the ESM until further notice. The intent of the order is to address the unintended consequence of customers potentially bearing the costs associated with the Maui windstorm and wildfires through the operation of the ESM without prior PUC review.

Exceptional project recovery mechanism. Prior to the implementation of the PBR Framework, the PUC established the Major Project Interim Recovery (MPIR) adjustment mechanism and MPIR Guidelines. The MPIR mechanism provides the opportunity to recover revenues for net costs of approved eligible projects placed in service between general rate cases. In establishing the PBR Framework, the MPIR Guidelines were terminated and replaced with the EPRM Guidelines. Although the MPIR Guidelines were terminated and replaced by the EPRM Guidelines, the MPIR mechanism will continue within the PBR Framework to provide recovery of project costs previously approved for recovery under the MPIR. The established EPRM Guidelines permit the Utilities to include the full amount of approved costs in the EPRM for recovery in the first year the project goes into service, pro-rated for the portion of the year the project is in service. Deferred and O&M expense projects are also eligible for EPRM recovery under the EPRM Guidelines. EPRM recoverable costs will be limited to the lesser of actual incurred project costs or PUC-approved amounts, net of savings.

As of December 31, 2023, the Utilities annualized MPIR and EPRM revenue amounts totaled $33.1 million, including revenue taxes, for the Schofield Generating Station ($16.5 million), West Loch PV project ($3.3 million), Grid Modernization Strategy (GMS) Phase 1 project ($11.2 million for all three utilities), Waiawa UFLS project ($0.1 million) and Waena Switchyard/Synchronous project ($2.0 million) that included the 2023 return on project amount (based on approved amounts) in rate base, depreciation and incremental O&M expenses. The PUC approved the Utilities’ recovery of the annualized 2023 MPIR amounts for the Schofield Generating Station, West Loch PV, GMS Phase 1, and Waiawa UFLS projects effective June 1, 2023 and for the Waena Switchyard project effective January 1, 2024 through the RBA rate adjustment.

As of December 31, 2023, the PUC approved three EPRM applications for projects totaling $123.5 million to the extent the project costs are not included in rates. On January 31, 2024, the PUC approvedone EPRM application, subject to a cap of $95 million to the extent the project costs are not included in rates. Currently, the Utilities are seeking EPRM recovery forthree projects with total project costs up to $215.9 million, subject to PUC approval.

Pilot process. As part of the PBR Framework, the PUC approved a Pilot Process to foster innovation by establishing an expedited implementation process for pilots that tests new technologies, programs, business models, and other arrangements. Under the Pilot Process, the Utilities submit specific pilot proposals (Pilot Notices) that are within the scope of the approved Workplan to the PUC for their expedited review. The PUC will strive to issue an order addressing a proposed pilot within 45 days of the filing date of a Pilot Notice. If the PUC does not take affirmative action on a Pilot Notice by the end of the 45-day period, the Pilot Notice shall be considered approved as submitted. The PUC may modify the pilot as originally proposed, and the Utilities shall have 15 days to notify the PUC whether the Utilities accept the modification, propose further modification, or withdraw the Pilot Notice. The PUC may also, where necessary, suspend the Pilot Notice for further investigation.

The approved Pilot Process includes a cost recovery process that generally allows the Utilities to defer and recover total annual expenditures of approved pilot projects net of revenues, subject to an annual cap of $10 million, over 12 months beginning June 1 of the year following pilot implementation through the RBA rate adjustment, although the PUC may determine on a case-by-case basis that a particular project’s deferred costs should be amortized over a period greater than 12 months.

On February 28, 2023, the Utilities filed their annual Pilot Update report covering pilot projects that were active during 2022, including reporting on pilot projects that were initiated prior to the commencement of the Pilot Process. The Pilot Update reported on approximately $0.4 million of 2022 recorded pilot project costs including revenue taxes for the Utilities. The 2022 recorded pilot project costs were included in the Utilities’ proposed adjustments to target revenue in the 2023 spring revenue report filed on March 28, 2023.

On March 22, 2023, the PUC issued an order temporarily suspending the filing of Pilot Notices, pending a stakeholder meeting which was convened on June 15, 2023 to discuss potential improvements to the Pilot Process.

On July 28, 2023, the PUC issued an order providing additional guidance on the Pilot Process, specifying expectations for future Pilot Notices submitted pursuant to the Pilot Process. The order lifted the temporary suspension on submitting Pilot Notices and the Utilities may file Pilot Notices consistent with the approved Workplan.

Performance incentive mechanisms. The PUC has established the following PIMs and SSMs: (1) Service Quality performance incentives, (2) Phase 1 Request for proposal (RFP) PIM for procurement of low-cost renewable energy, (3) Phase 2 RFP PIMs for generation and generation plus storage project, and grid services and standalone storage, (4) PIMs established in the PBR D&O and (5) PIMs and a SSM established in the June 2022 D&O.

Service Quality performance incentives (ongoing). Service Quality performance incentives are measured on a calendar-year basis. The PIM tariff requires the performance targets, deadbands and the amount of maximum financial incentives used to determine the PIM financial incentive levels for each of the PIMs to remain constant in interim periods, unless otherwise amended by order of the PUC.

Service Reliability Performance measured by Transmission and Distribution-caused System Average Interruption Duration and Frequency Indexes (penalties only). Target performance is based on each utility’s historical 10-year average performance with a deadband of one standard deviation. The maximum penalty for each performance index is 20 basis points applied to the common equity share of each respective utility’s approved rate base (or maximum penalties of approximately $6.4 million for calendar year 2023 - for both indices in total for the three utilities). On December 28, 2023, the PUC issued an order granting a temporary suspension of Maui Electric’s T&D SAIDI and SAIFI PIMs from August 8, 2023 through June 30, 2024. For the 2023 evaluation period, the Utilities accrued $3.7 million in penalties.

Call Center Performance measured by the percentage of calls answered within 30 seconds. Target performance is based on the annual average performance for each utility for the most recent eight quarters with a deadband of 3% above and below the target. The maximum penalty or reward is 8 basis points applied to the common equity share of each respective utility’s approved rate base (or maximum penalties or rewards of approximately $1.4 million - in total for the three utilities).

Phase 1 RFP PIM. Procurement of low-cost variable renewable resources through the RFP process in 2018 is measured by comparison of the procurement price to target prices. The first portion of the incentive was earned upon PUC approval of the PPAs. Based on theseven PPAs approved in 2019, the Utilities recognized $1.7 million in 2019 with the remaining award to be recognized in the year following the in-service date of the projects prorated in proportion to the actual amount of energy utilized, which is estimated to occur from 2023 to 2025. Based on the in-service date of one project, for the 2023 evaluation period, the Utilities earned $0.1 million (for Hawaiian Electric) in rewards.

Phase 2 RFP PIMs. The PUC order issued on October 9, 2019 establishes pricing thresholds, timelines to complete contracting, and other performance criteria for the performance incentive eligibility. The PIMs provide incentives only without penalties. On July 9, 2020, the Utilities filedtwo Grid Services Purchase Agreements (GSPA) for the Grid Service RFP that potentially qualify for a demand response PIM; however, details of the incentive metrics will be determined by the PUC. On September 15, 2020, the Utilities filedone PPA that qualified for a PIM incentive and on February 16, 2021, the Utilities filedone additional PPA that qualified for a declining PIM incentive. The PUC approvedtwo PPAs in September 2021 and November 2021, andtwo GSPAs on December 31, 2020. Based on thetwo approved PPAs, the Utilities recognized $0.1 million in rewards in 2021. In December 2022 and March 2023, thesetwo PPAs were terminated or declared null and void.

The PUC previously established the followingtwo PIMs in its PBR D&O, which were approved in an order issued on March 23, 2021 and became effective on June 1, 2021. In its June 2022 D&O, the PUC modified and extended the Interim Grid Services PIM through December 31, 2023.

Renewable portfolio standard (RPS) - A PIM that provides a financial reward for accelerating the achievement of RPS goals. The Utilities may earn a reward for the amount of system generation above the interpolated statutory RPS goal at $20/MWh in 2021 and 2022, $15/MWh in 2023, and $10/MWh for the remainder of the MRP. Penalties are already prescribed in the RPS as $20/MWh for failing to meet RPS targets in 2030, 2040 and 2045. The evaluation period commenced on January 1, 2021. For the 2023 evaluation period, the Utilities accrued $0.4 million in rewards.

Interim Grid Services - A PIM that provides financial rewards on a $/kW basis for the acquisition of eligible grid services. The June 2022 D&O increased the incentive rate for the acquisition of load reduction grid services. During the PIM performance period, newly acquired committed capacity in the Oahu Scheduled Dispatch Program (SDP), the Oahu Fast DR program (up to the 7 MW cap), and the Maui SDP program shall qualify for the incentive. The Utilities can earn a maximum reward of $1.5 million from 2021 through 2023. For the 2023 evaluation period, the Utilities accrued $1.1 million in rewards.

The PUC also previously established the following three PIMs in its PBR D&O, which were approved by the PUC on May 17, 2021 and became effective on June 1, 2021.

Interconnection Approval PIM that provides financial rewards and penalties for interconnection times for DER systems <100 kW in size. The Utilities can earn a total annual maximum reward of $3.0 million or a total annual maximum penalty of $0.9 million. For the 2023 evaluation period, the Utilities accrued $3.0 million in rewards.

Low-to-Moderate Income (LMI) Energy Efficiency PIM that provides financial rewards for collaboration between the Utilities and the third-party Public Benefits Fee Administrator to deliver energy savings for low- and moderate-income customers. The Utilities can earn a total annual maximum reward of $2.0 million. The PIM will initially have a duration ofthree years and be subject to an annual review. The evaluation period is based on Hawaii Energy’s program year with the initial evaluation year being the period of July 1, 2021 through June 30,

  1. For the 2022 program year (July 1, 2022 through June 30, 2023), the Utilities didnot accrue any rewards pending receipt of verified results.

Advanced Metering Infrastructure Utilization PIM that provides financial rewards for leveraging grid modernization investments and engaging customers beyond what is already planned in the Phase 1 Grid Modernization program. The Utilities can earn a total annual maximum reward of $2.0 million. The PIM will initially have a duration ofthree years after which it will be re-evaluated. The evaluation period commenced on January 1, 2021.

The PUC established the following PIMs and SSM in its June 2022 D&O, which became effective on January 1, 2023.

Generation-caused System Average Interruption Duration and Frequency Indexes PIMs to incentivize achievement of generation-based reliability targets, measured by Generation System Average Interruption Duration and Frequency Indexes (penalties only). Target performance is based on each utility’s historical 10-year average performance with a deadband of one standard deviation. The maximum penalty for each performance index is 3 basis points applied to the common equity share of each respective utility’s approved rate base (or maximum penalties of approximately $1 million - for both indices in total for the three utilities).

An interconnection requirements study PIM to incentivize the timely completion of the IRS process for large-scale renewable energy projects (rewards and penalties) measured by the number of months between final model checkout and delivery of IRS results to the developer. Target performance isten months with an asymmetrical deadband oftwo-months for penalties and no deadband for rewards. The maximum penalty and reward will depend on the specifics of the upcoming procurement.

A CSSM to incentivize cost control over the Utilities’ fuel, purchased power, and EPRM/MPIR costs (collectively, non-ARA costs). This is a reward only incentive where the Utilities retain 20% share of savings when non-ARA costs in a performance year are lower than target year non-ARA costs, which are adjusted for changes in fuel prices, inflation, and system generation from a base year (calendar year 2021). The CSSM does not have a potential penalty and does not have a cap for maximum reward.

For the 2023 evaluation period, the Utilities accrued $0.9 million ($1.2 million for Hawaiian Electric, $(0.6) million for Hawaii Electric Light and $0.3 million for Maui Electric) in estimated rewards net of penalties. The net rewards related to 2023 will be reflected in the 2024 PIMs annual report and 2024 spring revenue report filings with the exception of the Phase 1 RFP PIM that was approved in the 2023 fall revenue report.

Annual review cycle. PBR D&O established an annual review cycle for revenue adjustments under the PBR Framework, including the biannual submission of the revenue reports. On December 20, 2023, the PUC approved the Utilities’ fall revenue report filed on October 31, 2023, as amended by the November 13, 2023 Addendum filing, with the exception of the proposed recovery of the COVID-19 related deferred costs and the accelerated return of the Enterprise Resource Planning system benefits savings to Hawaii Electric Light and Maui Electric customers. (See discussion under “Regulatory assets and liabilities” above. The filing reflected ARA revenues for 2023 to be collected from January 1 through December 31, 2024, as follows:

(in millions)Hawaiian ElectricHawaii Electric LightMaui ElectricTotal
2024 ARA revenues$16.6$4.1$4.0$24.7
Management Audit savings commitment(4.6)(1.0)(1.0)(6.6)
Net 2024 ARA revenues$12.0$3.1$3.0$18.1

Note: Columns may not foot due to rounding.

The net incremental amounts between the 2023 spring and fall revenue reports are shown in the following table. The amounts are to be collected (refunded) from January 1 through December 31, 2024 under the RBA rate tariffs, which were included in the 2023 fall revenue report filing.

(in millions)Hawaiian ElectricHawaii Electric LightMaui ElectricTotal
Incremental RAM revenues and ARA revenues$16.6$4.1$4.0$24.7
Annual change in accrued RBA balance through September 30, 2023 (and associated revenue taxes)3.6(0.3)0.13.4
Incremental Performance Incentive Mechanisms (net)0.1——0.1
Incremental MPIR/EPRM Revenue Adjustment——2.02.0
Net incremental amount to be collected under the RBA rate tariffs$20.3$3.8$6.1$30.2

Note: Columns may not foot due to rounding.

Army privatization. On October 30, 2020, the PUC approved Hawaiian Electric’s 50-year contract with the U.S. Army to own, operate and maintain the electric distribution system serving the U.S. Army’s 12 installations on Oahu, including Schofield Barracks, Wheeler Army Airfield, Tripler Army Medical Center, Fort Shafter, and Army housing areas. On March 1, 2022, Hawaiian Electric acquired the Army’s existing distribution system for a purchase price of $14.5 million, and will pay the Army in the form of a monthly credit against the monthly utility services charge over the 50-year term of the contract. The acquisition of additional assets contemplated in the contract, with an estimated value of $4 million, is planned for the fourth quarter of 2024.

Hawaiian Electric took ownership and all responsibilities for operation and maintenance of the system on March 1, 2022 for a 50-year term after aone-year transition period. Under the contract, Hawaiian Electric will make initial capital upgrades over the firstsix years of the contract and replace aging infrastructure over the 50-year term. In addition to its regular monthly electricity bill, the Army will pay Hawaiian Electric a monthly utility services charge to cover operations and maintenance expenses and provide recovery for capital upgrades, capital replacements, and the existing distribution system based on a rate of return determined by the PUC for regulated utility investments, as well as depreciation expense. The PUC requires Hawaiian Electric to file regular periodic reports on the activities and investments in fulfillment of the contract and will review the major projects planned on behalf of the Army.

Consolidating financial information. Consolidating financial information for Hawaiian Electric and its subsidiaries are presented for the years ended December 31, 2023, 2022 and 2021, and as of December 31, 2023 and 2022.

Hawaiian Electric unconditionally guarantees Hawaii Electric Light’s and Maui Electric’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 Hawaii Electric Light and Maui Electric and (b) under their respective private placement note agreements and the Hawaii Electric Light notes and Maui Electric notes issued thereunder. Hawaiian Electric is also obligated, after the satisfaction of its obligations on its own preferred stock, to make dividend, redemption and liquidation payments on Hawaii Electric Light’s and Maui Electric’s preferred stock if the respective subsidiary is unable to make such payments.

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$2,356,478464,161448,882—$3,269,521
Expenses
Fuel oil913,801105,009192,610—1,211,420
Purchased power486,067142,83742,865—671,769
Other operation and maintenance343,46285,261104,834—533,557
Depreciation164,15042,54137,014—243,705
Taxes, other than income taxes221,66443,09542,153—306,912
Total expenses2,129,144418,743419,476—2,967,363
Operating income227,33445,41829,406—302,158
Allowance for equity funds used during construction11,7211,4112,032—15,164
Equity in earnings of subsidiaries44,809——(44,809)[2]—
Retirement defined benefits credit (expense)—other than service costs3,735667(99)—4,303
Interest expense and other charges, net(62,362)(11,650)(12,933)805[1](86,140)
Allowance for borrowed funds used during construction4,081451669—5,201
Interest Income5,1131,0711,075(805)[1]6,454
Income before income taxes234,43137,36820,150(44,809)247,140
Income taxes39,3998,3273,467—51,193
Net income195,03229,04116,683(44,809)195,947
Preferred stock dividends of subsidiaries—534381—915
Net income attributable to Hawaiian Electric195,03228,50716,302(44,809)195,032
Preferred stock dividends of Hawaiian Electric1,080———1,080
Net income for common stock$193,95228,50716,302(44,809)$193,952
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidatingadjustments · Hawaiian ElectricConsolidated
Net income for common stock$193,95228,50716,302(44,809)$193,952
Other comprehensive loss, net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes10,1759611,275(2,236)[1]10,175
Adjustment for amortization of prior service credit and net gains recognized during the period in net periodic benefit cost, net of taxes(1,983)(221)(266)487[1](1,983)
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(8,204)(752)(978)1,730[1](8,204)
Other comprehensive income (loss), net of taxes(12)(12)31(19)(12)
Comprehensive income attributable to common shareholder$193,94028,49516,333(44,828)$193,940
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$2,452,969485,590470,355(327)[1]$3,408,587
Expenses
Fuel oil917,801133,238214,575—1,265,614
Purchased power601,235143,63648,713—793,584
Other operation and maintenance326,78585,11085,706—497,601
Depreciation158,72541,40435,295—235,424
Taxes, other than income taxes228,84344,68543,645—317,173
Total expenses2,233,389448,073427,934—3,109,396
Operating income219,58037,51742,421(327)299,191
Allowance for equity funds used during construction8,4648981,212—10,574
Equity in earnings of subsidiaries47,493——(47,493)[2]—
Retirement defined benefits credit (expense)—other than service costs3,296666(127)—3,835
Interest expense and other charges, net(55,260)(10,659)(10,824)327[1](76,416)
Allowance for borrowed funds used during construction2,769277370—3,416
Income before income taxes226,34228,69933,052(47,493)240,600
Income taxes36,3336,3496,994—49,676
Net income190,00922,35026,058(47,493)190,924
Preferred stock dividends of subsidiaries—534381—915
Net income attributable to Hawaiian Electric190,00921,81625,677(47,493)190,009
Preferred stock dividends of Hawaiian Electric1,080———1,080
Net income for common stock$188,92921,81625,677(47,493)$188,929
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Net income for common stock$188,92921,81625,677(47,493)$188,929
Other comprehensive income, net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes187,19344,41144,386(88,797)[1]187,193
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of taxes18,8842,8112,584(5,395)[1]18,884
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(199,936)(46,841)(46,694)93,535[1](199,936)
Other comprehensive income, net of taxes6,141381276(657)6,141
Comprehensive income attributable to common shareholder$195,07022,19725,953(48,150)$195,070
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Revenues$1,793,372381,033365,256(25)[1]$2,539,636
Expenses
Fuel oil442,81880,086121,445—644,349
Purchased power508,642108,99752,855—670,494
Other operation and maintenance313,00979,39083,013—475,412
Depreciation155,60740,20133,661—229,469
Taxes, other than income taxes170,60435,49934,251—240,354
Total expenses1,590,680344,173325,225—2,260,078
Operating income202,69236,86040,031(25)279,558
Allowance for equity funds used during construction7,7345861,214—9,534
Equity in earnings of subsidiaries45,353——(45,353)[2]—
Retirement defined benefits credit (expense)—other than service costs3,348670(128)—3,890
Interest expense and other charges, net(51,680)(10,353)(10,439)25[1](72,447)
Allowance for borrowed funds used during construction2,617197436—3,250
Income before income taxes210,06427,96031,114(45,353)223,785
Income taxes31,3426,2466,560—44,148
Net income178,72221,71424,554(45,353)179,637
Preferred stock dividends of subsidiaries—534381—915
Net income attributable to Hawaiian Electric178,72221,18024,173(45,353)178,722
Preferred stock dividends of Hawaiian Electric1,080———1,080
Net income for common stock$177,64221,18024,173(45,353)$177,642
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Consolidating adjustments · Hawaiian ElectricConsolidated
Net income for common stock$177,64221,18024,173(45,353)$177,642
Other comprehensive income (loss), net of taxes:
Retirement benefit plans:
Net gains arising during the period, net of taxes151,52317,90216,572(34,474)[1]151,523
Adjustment for amortization of prior service credit and net losses recognized during the period in net periodic benefit cost, net of taxes19,4612,7492,553(5,302)[1]19,461
Reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of taxes(171,345)(20,585)(18,898)39,483[1](171,345)
Other comprehensive income (loss), net of tax benefits(361)66227(293)(361)
Comprehensive income attributable to common shareholder$177,28121,24624,400(45,646)$177,281

Consolidating balance sheet

December 31, 2023

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian ElectricConsolidated
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$42,8595,6453,594——$52,098
Plant and equipment5,398,2811,459,6391,374,890——8,232,810
Finance lease right-of-use assets306,09936,075———342,174
Less accumulated depreciation(1,925,660)(666,581)(605,273)——(3,197,514)
Construction in progress247,83633,48838,899——320,223
Utility property, plant and equipment, net4,069,415868,266812,110——5,749,791
Nonutility property, plant and equipment, less accumulated depreciation5,2951151,532——6,942
Total property, plant and equipment, net4,074,710868,381813,642——5,756,733
Investment in wholly-owned subsidiaries, at equity722,211———(722,211)[2]—
Current assets
Cash and cash equivalents89,75510,6585,58777—106,077
Restricted cash2,000————2,000
Advances to affiliates70,500———(70,500)[1]—
Customer accounts receivable, net172,74738,21633,346——244,309
Accrued unbilled revenues, net136,36725,10224,175——185,644
Other accounts receivable, net143,16013,31832,521—(77,480)[1]111,519
Fuel oil stock, at average cost108,22817,96822,041——148,237
Materials and supplies, at average cost64,33414,39735,702——114,433
Prepayments and other40,7677,72411,638—(1,638)[1]58,491
Regulatory assets58,9205,7713,762——68,453
Total current assets886,778133,154168,77277(149,618)1,039,163
Other long-term assets
Operating lease right-of-use assets34,85627,4709,551——71,877
Regulatory assets189,41713,57523,359——226,351
Other134,03336,43933,129—(14,171)[1]189,430
Total other long-term assets358,30677,48466,039—(14,171)487,658
Total assets$6,042,0051,079,0191,048,45377(886,000)$7,283,554
Capitalization and liabilities
Capitalization
Common stock equity$2,409,110359,790362,34477(722,211)[2]$2,409,110
Cumulative preferred stock–not subject to mandatory redemption22,2937,0005,000——34,293
Long-term debt, net1,426,516249,339258,422——1,934,277
Total capitalization3,857,919616,129625,76677(722,211)4,377,680
Current liabilities
Current portion of operating lease liabilities6,7887,0252,804——16,617
Short-term borrowings-affiliate——70,500—(70,500)[1]—
Accounts payable136,10229,41825,520——191,040
Interest and preferred dividends payable17,0853,0983,074—(375)[1]22,882
Taxes accrued, including revenue taxes211,84043,93237,808—(1,638)[1]291,942
Regulatory liabilities20,0138,5088,038——36,559
Other165,13133,24050,170—(77,105)[1]171,436
Total current liabilities556,959125,221197,914—(149,618)730,476
Deferred credits and other liabilities
Operating lease liabilities34,26220,7927,044——62,098
Finance lease liabilities295,93535,043———330,978
Deferred income taxes280,02951,66167,311——399,001
Regulatory liabilities803,404199,173111,554——1,114,131
Unamortized tax credits61,13011,65011,532——84,312
Defined benefit pension and other postretirement benefit plans liability74,842———(14,171)[1]60,671
Other77,52519,35027,332—124,207
Total deferred credits and other liabilities1,627,127337,669224,773—(14,171)2,175,398
Total capitalization and liabilities$6,042,0051,079,0191,048,45377(886,000)$7,283,554

Consolidating balance sheet

December 31, 2022

(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian ElectricConsolidated
Assets
Property, plant and equipment
Utility property, plant and equipment
Land$42,8605,6063,594——$52,060
Plant and equipment5,260,6851,425,4421,293,383——7,979,510
Finance lease right-of-use assets48,371————48,371
Less accumulated depreciation(1,855,150)(644,457)(586,892)——(3,086,499)
Construction in progress215,56023,98935,804——275,353
Utility property, plant and equipment, net3,712,326810,580745,889——5,268,795
Nonutility property, plant and equipment, less accumulated depreciation5,2981151,532——6,945
Total property, plant and equipment, net3,717,624810,695747,421——5,275,740
Investment in wholly-owned subsidiaries, at equity701,833———(701,833)[2]—
Current assets
Cash and cash equivalents27,5795,0926,49477—39,242
Advances to affiliates—4,50021,700—(26,200)[1]—
Customer accounts receivable, net216,80239,33932,197——288,338
Accrued unbilled revenues, net136,50823,83922,933——183,280
Other accounts receivable, net23,7465,5196,686—(22,384)[1]13,567
Fuel oil stock, at average cost153,34216,96421,224——191,530
Materials and supplies, at average cost48,1309,78321,655——79,568
Prepayments and other24,0406,3464,137—(1,041)[1]33,482
Regulatory assets46,5042,4353,334——52,273
Total current assets676,651113,817140,36077(49,625)881,280
Other long-term assets
Operating lease right-of-use assets42,75234,28312,283——89,318
Regulatory assets154,04021,81614,384——190,240
Other115,02832,65429,495—(16,288)[1]160,889
Total other long-term assets311,82088,75356,162—(16,288)440,447
Total assets$5,407,9281,013,265943,94377(767,746)$6,597,467
Capitalization and liabilities
Capitalization
Common stock equity$2,344,170344,720357,03677(701,833)[2]$2,344,170
Cumulative preferred stock–not subject to mandatory redemption22,2937,0005,000——34,293
Long-term debt, net1,126,915224,439233,500——1,584,854
Total capitalization3,493,378576,159595,53677(701,833)3,963,317
Current liabilities
Current portion of operating lease liabilities9,7756,6902,630——19,095
Current portion of long-term debt, net49,98119,99229,989——99,962
Short-term borrowings-non-affiliate87,967————87,967
Short-term borrowings-affiliate26,200———(26,200)[1]—
Accounts payable143,25332,11327,126——202,492
Interest and preferred dividends payable12,3982,5762,282—(80)[1]17,176
Taxes accrued, including revenue taxes207,79842,43640,709—(1,041)[1]289,902
Regulatory liabilities13,1458,5539,777——31,475
Other64,65920,85622,385—(22,304)[1]85,596
Total current liabilities615,176133,216134,898—(49,625)833,665
Deferred credits and other liabilities
Operating lease liabilities41,04927,8179,849——78,715
Finance lease liabilities46,048————46,048
Deferred income taxes271,23450,61562,581——384,430
Regulatory liabilities729,683194,222100,270——1,024,175
Unamortized tax credits69,61413,15012,536——95,300
Defined benefit pension and other postretirement benefit plans liability65,907129——(16,288)[1]49,748
Other75,83917,95728,273—122,069
Total deferred credits and other liabilities1,299,374303,890213,509—(16,288)1,800,485
Total capitalization and liabilities$5,407,9281,013,265943,94377(767,746)$6,597,467

Consolidating statements of changes in common stock equity

(in thousands)Hawaiian ElectricHawaii Electric LightMaui ElectricOther subsidiaryConsolidatingadjustmentsHawaiian ElectricConsolidated
Balance, December 31, 2020$2,141,918317,451309,36377(626,891)$2,141,918
Net income for common stock177,64221,18024,173—(45,353)177,642
Other comprehensive income (loss), net of taxes(361)66227—(293)(361)
Issuance of common stock, net of expenses54,4008,80324,597—(33,400)54,400
Common stock dividends(111,700)(14,600)(15,100)—29,700(111,700)
Balance, December 31, 20212,261,899332,900343,26077(676,237)2,261,899
Net income for common stock188,92921,81625,677—(47,493)188,929
Other comprehensive income, net of taxes6,141381276—(657)6,141
Issuance of common stock, net of expenses13,1016,0233,023—(9,046)13,101
Common stock dividends(125,900)(16,400)(15,200)—31,600(125,900)
Balance, December 31, 20222,344,170344,720357,03677(701,833)2,344,170
Net income for common stock193,95228,50716,302—(44,809)193,952
Other comprehensive income (loss), net of taxes(12)(12)31—(19)(12)
Common stock dividends(129,000)(13,425)(11,025)—24,450(129,000)
Balance, December 31, 20232,409,110359,790362,34477(722,211)2,409,110
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian Electric Consolidated
Cash flows from operating activities
Net income$195,03229,04116,683—(44,809)[2]$195,947
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries(44,809)———44,809[2]—
Common stock dividends received from subsidiaries24,450———(24,450)[2]—
Depreciation of property, plant and equipment164,15042,54137,014——243,705
Other amortization17,6925,0033,795——26,490
Deferred income tax expense (benefit)(851)(296)2,586——1,439
State refundable credit(7,577)(1,782)(1,966)——(11,325)
Bad debt expense5,5651,3531,243——8,161
Allowance for equity funds used during construction(11,721)(1,411)(2,032)——(15,164)
Other380(46)126——460
Changes in assets and liabilities:
Increase in accounts receivable(83,401)(7,398)(29,301)—55,096[1](65,004)
Decrease (increase) in accrued unbilled revenues8(1,308)(1,748)——(3,048)
Decrease (increase) in fuel oil stock45,114(1,004)(817)——43,293
Increase in materials and supplies(16,204)(4,614)(14,047)——(34,865)
Decrease (increase) in regulatory assets(6,616)5,501(9,498)——(10,613)
Increase (decrease) in regulatory liabilities48,833(1,176)6,813——54,470
Increase in accounts payable13,9885,998468——20,454
Change in prepaid and accrued income taxes, tax credits and revenue taxes4,3142,407(4,843)——1,878
Decrease in defined benefit pension and other postretirement benefit plans liability(5,653)(1,348)(1,185)——(8,186)
Change in other assets and liabilities62,0102,05617,305—(55,096)[1]26,275
Net cash provided by operating activities404,70473,51720,596—(24,450)474,367
Cash flows from investing activities
Capital expenditures(276,600)(63,889)(98,286)——(438,775)
Advances from (to) affiliates(70,500)4,50021,700—44,300[1]—
Other4,1189321,126——6,176
Net cash used in investing activities(342,982)(58,457)(75,460)—44,300(432,599)
Cash flows from financing activities
Common stock dividends(129,000)(13,425)(11,025)—24,450[2](129,000)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,080)(534)(381)——(1,995)
Proceeds from issuance of long-term debt300,00025,00025,000——350,000
Repayment of long-term debt(50,000)(20,000)(30,000)——(100,000)
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less(114,167)—70,500—(44,300)[1](87,967)
Payments of obligations under finance leases(2,728)(400)———(3,128)
Other(571)(135)(137)——(843)
Net cash provided by (used in) financing activities2,454(9,494)53,957—(19,850)27,067
Net increase (decrease) in cash, cash equivalents and restricted cash64,1765,566(907)——68,835
Cash, cash equivalents and restricted cash, January 127,5795,0926,49477—39,242
Cash, cash equivalents and restricted cash, December 3191,75510,6585,58777—108,077
Less: Restricted cash(2,000)————(2,000)
Cash and cash equivalents, December 31$89,75510,6585,58777—$106,077
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian ElectricConsolidated
Cash flows from operating activities
Net income$190,00922,35026,058—(47,493)[2]$190,924
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries(47,493)———47,493[2]—
Common stock dividends received from subsidiaries31,600———(31,600)[2]—
Depreciation of property, plant and equipment158,72541,40435,295——235,424
Other amortization16,7084,9963,616——25,320
Deferred income taxes(33,648)(4,040)(3,727)——(41,415)
State refundable credit(7,375)(1,734)(1,890)——(10,999)
Bad debt expense4,1751,073779——6,027
Allowance for equity funds used during construction(8,464)(898)(1,212)——(10,574)
Other(65)(50)(24)——(139)
Changes in assets and liabilities:
Increase in accounts receivable(74,067)(11,644)(10,680)—4,649[1](91,742)
Increase in accrued unbilled revenues(43,972)(4,289)(5,762)——(54,023)
Increase in fuel oil stock(82,158)(4,150)(1,144)——(87,452)
Increase in materials and supplies(6,124)(56)(1,511)——(7,691)
Decrease in regulatory assets28,0761,5464,978——34,600
Increase in regulatory liabilities28,6217,9778,290—44,888
Decrease in accounts payable18,6573,294404——22,355
Change in prepaid and accrued income taxes, tax credits and revenue taxes77,90311,11714,178——103,198
Decrease in defined benefit pension and other postretirement benefit plans liability(3,545)(626)(657)——(4,828)
Change in other assets and liabilities(17,884)213(3,623)—(4,649)[1](25,943)
Net cash provided by operating activities229,67966,48363,368—(31,600)327,930
Cash flows from investing activities
Capital expenditures(223,223)(49,004)(57,230)——(329,457)
Advances from (to) affiliates1,000(4,500)(21,700)—25,200[1]—
Other(5,687)7601,253—9,046[1],[2]5,372
Net cash used in investing activities(227,910)(52,744)(77,677)—34,246(324,085)
Cash flows from financing activities
Common stock dividends(125,900)(16,400)(15,200)—31,600[2](125,900)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,080)(534)(381)——(1,995)
Proceeds from the issuance of common stock13,1016,0233,023—(9,046)[2]13,101
Proceeds from the issuance of long-term debt40,00010,00010,000——60,000
Repayment of long-term debt(40,000)(12,000)———(52,000)
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less114,167(1,000)——(25,200)[1]87,967
Payments of obligations under finance leases(670)————(670)
Other(241)(62)(61)——(364)
Net cash used in financing activities(623)(13,973)(2,619)—(2,646)(19,861)
Net increase (decrease) in cash, cash equivalents and restricted cash1,146(234)(16,928)——(16,016)
Cash, cash equivalents and restricted cash, January 126,4335,32623,42277—55,258
Cash, cash equivalents and restricted cash, December 3127,5795,0926,49477—39,242
Less: Restricted cash——————
Cash and cash equivalents, December 31$27,5795,0926,49477—$39,242
(in thousands) · Hawaiian Electric · Hawaii Electric Light · Maui Electric · Other subsidiary · Consolidatingadjustments · Hawaiian ElectricConsolidated
Cash flows from operating activities
Net income$178,72221,71424,554—(45,353)[2]$179,637
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries(45,353)———45,353[2]—
Common stock dividends received from subsidiaries29,700———(29,700)[2]—
Depreciation of property, plant and equipment155,60740,20133,661——229,469
Other amortization16,6883,5321,517——21,737
Deferred income tax expense (benefit)(3,191)(1,955)1,317——(3,829)
State refundable credit(7,120)(1,672)(1,790)——(10,582)
Bad debt expense1,159509515——2,183
Allowance for equity funds used during construction(7,734)(586)(1,214)——(9,534)
Bill credits1,400300300——2,000
Other366(41)1,025——1,350
Changes in assets and liabilities:
Increase in accounts receivable(41,727)(6,832)(3,071)—1,540[1](50,090)
Increase in accrued unbilled revenues(18,345)(5,816)(3,303)——(27,464)
Increase in fuel oil stock(32,407)(4,343)(9,090)——(45,840)
Decrease (increase) in materials and supplies(3,220)169(1,482)——(4,533)
Decrease (increase) in regulatory assets(15,422)241,524——(13,874)
Increase (decrease) in regulatory liabilities16,269(1,031)120——15,358
Decrease in accounts payable9,8284,7233,120——17,671
Change in prepaid and accrued income taxes, tax credits and revenue taxes21,2173,8611,938—(86)[1]26,930
Decrease in defined benefit pension and other postretirement benefit plans liability(3,480)(950)(724)——(5,154)
Change in other assets and liabilities(36,733)(5,833)(8,196)—(1,540)[1](52,302)
Net cash provided by operating activities216,22445,97440,721—(29,786)273,133
Cash flows from investing activities
Capital expenditures(194,984)(50,516)(46,500)——(292,000)
Advances to affiliates25,700———(25,700)[1]—
Other(29,596)1,0721,073—33,486[1][2]6,035
Net cash used in investing activities(198,880)(49,444)(45,427)—7,786(285,965)
Cash flows from financing activities
Common stock dividends(111,700)(14,600)(15,100)—29,700[2](111,700)
Preferred stock dividends of Hawaiian Electric and subsidiaries(1,080)(534)(381)——(1,995)
Proceeds from the issuance of common stock54,4008,80324,597—(33,400)[2]54,400
Proceeds from the issuance of long-term debt60,00030,00025,000——115,000
Net increase (decrease) in short-term borrowings from non-affiliates and affiliate with original maturities of three months or less—(17,800)(7,900)—25,700[1]—
Repayment of short-term debt(50,000)————(50,000)
Other(702)(119)(120)——(941)
Net cash provided by (used in) financing activities(49,082)5,75026,096—22,0004,764
Net increase (decrease) in cash, cash equivalents and restricted cash(31,738)2,28021,390——(8,068)
Cash, cash equivalents and restricted cash, January 158,1713,0462,03277—63,326
Cash, cash equivalents and restricted cash, December 3126,4335,32623,42277—55,258
Less: Restricted cash(3,089)————(3,089)
Cash and cash equivalents, December 31$23,3445,32623,42277—$52,169

Explanation of consolidating adjustments on consolidating schedules:

[1] Eliminations of intercompany receivables and payables and other intercompany transactions

[2] Elimination of investment in subsidiaries, carried at equity

Note 5 · Bank segment (HEI only)

Selected financial information

American Savings Bank, F.S.B.

Statements of Income and Comprehensive Income Data

Years ended December 31202320222021
(in thousands)
Interest and dividend income
Interest and fees on loans$276,688$207,830$198,802
Interest and dividends on investment securities58,09558,04443,464
Total interest and dividend income334,783265,874242,266
Interest expense
Interest on deposit liabilities48,9057,3274,981
Interest on other borrowings33,8925,97459
Total interest expense82,79713,3015,040
Net interest income251,986252,573237,226
Provision for credit losses10,3572,037(25,825)
Net interest income after provision for credit losses241,629250,536263,051
Noninterest income
Fees from other financial services19,03419,83021,225
Fee income on deposit liabilities19,13118,76216,663
Fee income on other financial products10,61610,2918,770
Bank-owned life insurance7,3902,5337,318
Mortgage banking income9101,6929,305
Gain on sale of real estate4951,778—
Gain (loss) on sale of investment securities, net(14,965)—528
Other income, net2,7992,086851
Total noninterest income45,41056,97264,660
Noninterest expense
Compensation and employee benefits118,297113,839113,970
Occupancy21,70324,02620,584
Data processing20,54517,68117,634
Services13,94310,67910,327
Equipment11,84210,1009,510
Office supplies, printing and postage4,3154,3984,239
Marketing4,0013,9683,870
FDIC insurance6,2303,5913,235
Other expense22,76216,98513,783
Total noninterest expense223,638205,267197,152
Income before income taxes63,401102,241130,559
Income taxes10,03922,25229,325
Net income53,36279,989101,234
Other comprehensive income (loss), net of taxes44,343(298,833)(52,728)
Comprehensive income (loss)$97,705$(218,844)$48,506

Reconciliation to amounts per HEI Consolidated Statements of Income*:

Years ended December 31202320222021
(in thousands)
Interest and dividend income$334,783$265,874$242,266
Noninterest income45,41056,97264,660
Less: Gain on sale of real estate4951,778—
Less: Loss on sale of investment securities, net(14,965)—528
*Revenues-Bank394,663321,068306,398
Total interest expense82,79713,3015,040
Provision for credit losses10,3572,037(25,825)
Noninterest expense223,638205,267197,152
Less: Retirement defined benefits expense (credit)—other than service costs(754)(723)(1,828)
Add: Gain on sale of real estate4951,778—
*Expenses-Bank317,051219,550178,195
*Operating income-Bank77,612101,518128,203
Add back: Retirement defined benefits expense (credit)—other than service costs(754)(723)(1,828)
Add back: Loss on sale of investment securities, net(14,965)—528
Income before income taxes$63,401$102,241$130,559

Balance Sheets Data

December 31 · 2023 · 2022
(in thousands)
Assets
Cash and due from banks$184,383$153,042
Interest-bearing deposits251,0723,107
Cash and cash equivalents435,455156,149
Investment securities
Available-for-sale, at fair value1,136,4391,429,667
Held-to-maturity, at amortized cost (fair value of $1,103,668 and $1,150,971 at December 31, 2023 and 2022, respectively)1,201,3141,251,747
Stock in Federal Home Loan Bank, at cost14,72826,560
Loans held for investment6,180,8105,978,906
Allowance for credit losses(74,372)(72,216)
Net loans6,106,4385,906,690
Loans held for sale, at lower of cost or fair value15,168824
Other681,460692,143
Goodwill82,19082,190
Total assets$9,673,192$9,545,970
Liabilities and shareholder’s equity
Deposit liabilities–noninterest-bearing$2,599,762$2,811,077
Deposit liabilities–interest-bearing5,546,0165,358,619
Other borrowings750,000695,120
Other247,563212,269
Total liabilities9,143,3419,077,085
Commitments and contingencies
Common stock11
Additional paid in capital358,067355,806
Retained earnings464,055449,693
Accumulated other comprehensive loss, net of tax benefits
Net unrealized losses on securities$(282,963)$(328,904)
Retirement benefit plans(9,309)(292,272)(7,711)(336,615)
Total shareholder’s equity529,851468,885
Total liabilities and shareholder’s equity$9,673,192$9,545,970
December 3120232022
(in thousands)
Other assets
Bank-owned life insurance$187,857$182,986
Premises and equipment, net187,042195,324
Accrued interest receivable28,47225,077
Mortgage servicing rights8,1699,047
Low-income housing investments112,234106,978
Deferred tax asset104,292116,441
Other53,39456,290
$681,460$692,143
Other liabilities
Accrued expenses$115,231$97,295
Federal income taxes payable—863
Cashier’s checks40,47936,401
Advance payments by borrowers10,1079,637
Other81,74668,073
$247,563$212,269

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.

Investment securities. The major components of investment securities were as follows:

Gross unrealized losses
Gross unrealizedgains · Gross unrealizedlosses · Estimated fair value · Less than 12 months · 12 months or longer
(dollars in thousands) · Amortizedcost · Number of issues · Fair value · Amount · Number of issues · Fair value · Amount
Available-for-sale
U.S. Treasury and federal agency obligations$12,437$—$(427)$12,010—$—$—9$12,010$(427)
Mortgage-backed securities*1,279,852—(202,684)1,077,16831,649(22)1161,075,519(202,662)
Corporate bonds35,239—(2,336)32,903———332,903(2,336)
Mortgage revenue bonds14,358——14,358——————
$1,341,886$—$(205,447)$1,136,4393$1,649$(22)128$1,120,432$(205,425)
Held-to-maturity
U.S. Treasury and federal agency obligations$59,917$—$(7,135)$52,782—$—$—3$52,782$(7,135)
Mortgage-backed securities*1,141,3972,221(92,732)1,050,88637378,326(7,610)43432,082(85,122)
$1,201,314$2,221$(99,867)$1,103,66837$378,326$(7,610)46$484,864$(92,257)
Available-for-sale
U.S. Treasury and federal agency obligations$88,344$—$(7,281)$81,06312$41,201$(2,120)4$39,862$(5,161)
Mortgage-backed securities*1,530,582—(237,614)1,292,968113455,836(56,999)70837,132(180,615)
Corporate bonds44,377—(3,643)40,734429,644(2,028)111,090(1,615)
Mortgage revenue bonds14,902——14,902——————
$1,678,205$—$(248,538)$1,429,667129$526,681$(61,147)75$888,084$(187,391)
Held-to-maturity
U.S. Treasury and federal agency obligations$59,894$—$(8,478)$51,4161$16,874$(3,222)2$34,542$(5,256)
Mortgage-backed securities*1,191,8532,670(94,968)1,099,55522183,629(10,593)51567,250(84,375)
$1,251,747$2,670$(103,446)$1,150,97123$200,503$(13,815)53$601,792$(89,631)

*Issued or guaranteed by U.S. Government agencies or sponsored agencies

ASB does not believe that the investment securities that were in an unrealized loss position as of December 31, 2023, represent a credit loss. Total gross unrealized losses were primarily attributable to change in market conditions. On a quarterly basis the investment securities are evaluated for changes in financial condition of the issuer. Based upon ASB’s evaluation, all securities held within the investment portfolio continue to be rated investment grade by one or more agencies. The contractual cash flows of the U.S. Treasury, federal agency obligations and agency mortgage-backed securities are backed by the full faith and credit guaranty of the United States government or an agency of the government. ASB does not intend to sell the securities before the recovery of its amortized cost basis and there have been no adverse changes in the timing of the contractual cash flows for the securities. ASB’s investment securities portfolio did not require an allowance for credit losses as of December 31, 2023.

U.S. Treasury, federal agency obligations, corporate bonds, and mortgage revenue bonds have contractual terms to maturity. Mortgage-backed securities have contractual terms to maturity, but require periodic payments to reduce principal. In addition, expected maturities will differ from contractual maturities because borrowers have the right to prepay the underlying mortgages.

The contractual maturities of investment securities were as follows:

AmortizedFair
December 31, 2023Costvalue
(in thousands)
Available-for-sale
Due in one year or less$1,419$1,404
Due after one year through five years46,25743,509
Due after five years through ten years14,35814,358
Due after ten years——
62,03459,271
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies1,279,8521,077,168
Total available-for-sale securities$1,341,886$1,136,439
Held-to-maturity
Due in one year or less$—$—
Due after one year through five years39,83235,597
Due after five years through ten years20,08517,185
Due after ten years——
59,91752,782
Mortgage-backed securities — issued or guaranteed by U.S. Government agencies or sponsored agencies1,141,3971,050,886
Total held-to-maturity securities$1,201,314$1,103,668

The proceeds, gross gains and losses from sales of available-for-sale securities were as follows:

Years ended December 31202320222021
(in thousands)
Proceeds$170,481$—$197,354
Gross gains——975
Gross losses(14,965)—(447)
Tax expense (benefit) on realized gains (losses)(4,011)—142

Interest income from taxable and non-taxable investment securities were as follows:

Years ended December 31202320222021
(in thousands)
Taxable$56,450$56,731$42,534
Non-taxable1,6451,313930
$58,095$58,044$43,464

ASB pledged securities with a market value of approximately $1.7 billion and $0.9 billion as of December 31, 2023 and 2022, respectively, as collateral for public funds and other deposits, mortgage pipeline hedge margin, automated clearinghouse transactions, the Federal Reserve Bank of San Francisco discount window and bankruptcy account, and the Federal Home Loan Bank of Des Moines advance line. In addition, ASB pledged securities with a market value ofnil and $327 million as of December 31, 2023 and 2022, respectively, as collateral for securities sold under agreements to repurchase.

Transfer of available-for-sale securities to held-to-maturity. In October 2022, ASB transferred 66 available-for-sale investment securities with a fair value of $755 million to the held-to-maturity category. On the date of transfer, these securities had a total unrealized loss of $206 million, which will be amortized from accumulated other comprehensive loss over the remaining life of the securities to Interest and dividends on investment securities in the statements of income and comprehensive income data. The unamortized amount was $133 million at December 31, 2023.

These transfers were executed to mitigate the potential future impact to capital through accumulated other comprehensive loss and the impact of rising rates on the market value of the investment securities. ASB believes that it maintains sufficient liquidity for future business needs and it has the positive intent and ability to hold these securities to maturity.

Stock in FHLB. As of December 31, 2023 and 2022, ASB’s stock in FHLB was carried at cost ($14.7 million and $26.6 million, respectively) because it can only be redeemed at par and it is a required investment based on measurements of ASB’s capital, assets and borrowing levels.

Quarterly and as conditions warrant, ASB reviews its investment in the stock of the FHLB for impairment. ASB evaluated its investment in FHLB stock for credit losses as of December 31, 2023, consistent with its accounting policy. ASB did not recognize any credit losses for 2023, 2022 and 2021 based on its evaluation of the underlying investment.

Future deterioration in the FHLB’s financial position and/or negative developments in any of the factors considered in ASB’s impairment evaluation may result in future impairment losses.

Loans. The components of loans were summarized as follows:

December 3120232022
(in thousands)
Real estate:
Residential 1-4 family$2,595,162$2,479,637
Commercial real estate1,374,0381,358,123
Home equity line of credit1,017,2071,002,905
Residential land18,36420,679
Commercial construction172,40588,489
Residential construction17,84320,788
Total real estate5,195,0194,970,621
Commercial743,303779,691
Consumer272,256254,709
Total loans6,210,5786,005,021
Less: Deferred fees and discounts(29,768)(26,115)
Allowance for credit losses(74,372)(72,216)
Total loans, net$6,106,438$5,906,690

ASB’s policy is to require private mortgage insurance on all real estate loans when the loan-to-value ratio of the property exceeds 80% of the lower of the appraised value or purchase price at origination.

ASB services real estate loans for investors (principal balance of $1.5 billion, $1.5 billion and $1.5 billion as of December 31, 2023, 2022 and 2021, respectively), which are not included in the accompanying balance sheets data. ASB reports fees earned for servicing such loans as income when the related mortgage loan payments are collected and charges loan servicing cost to expense as incurred.

As of December 31, 2023 and 2022, ASB had pledged loans with an amortized cost of approximately $3.2 billion and $3.0 billion, respectively, as collateral to secure advances from the FHLB.

As of December 31, 2023 and 2022, the aggregate amount of loans to directors and executive officers of ASB and its affiliates and any related interests (as defined in Federal Reserve Board (FRB) Regulation O) of such individuals, was $23.5 million and $10.7 million, respectively. As of December 31, 2023 and 2022, there were loans to a related interest of a director of ASB totaling $21.6 million and $10.0 million, respectively. The loans were made at ASB’s normal credit terms.

Allowance for credit losses. As discussed in Note 1, ASB must maintain an allowance for credit losses that is adequate to absorb estimated expected credit losses associated with its loan portfolio.

The allowance for credit losses (balances and changes) and financing receivables by portfolio segment were as follows:

(in thousands)Residential 1-4 familyCommercialreal estateHome equityline of creditResidential landCommercial constructionResidential constructionCommercialConsumerTotal
Allowance for credit losses:
Beginning balance$6,270$21,898$6,125$717$1,195$46$12,426$23,539$72,216
Charge-offs(994)—(375)———(723)(11,227)(13,319)
Recoveries89—1764——1,9833,5665,818
Net (charge-offs) recoveries(905)—(199)4——1,260(7,661)(7,501)
Provision2,0702871,852(100)2,408(3)(4,564)7,7079,657
Ending balance$7,435$22,185$7,778$621$3,603$43$9,122$23,585$74,372
Average loans outstanding$2,523,767$1,380,924$1,030,983$20,077$127,332$17,634$754,601$258,149$6,113,467
Net charge-offs (recoveries) to average loans0.04%—%0.02%(0.02%)—%—%(0.17%)2.97%0.12%
Allowance for credit losses:
Beginning balance$6,545$24,696$5,657$646$2,186$18$15,798$15,584$71,130
Charge-offs(13)—————(563)(6,254)(6,830)
Recoveries79—71104——1,2883,8375,379
Net (charge-offs) recoveries66—71104——725(2,417)(1,451)
Provision(341)(2,798)397(33)(991)28(4,097)10,3722,537
Ending balance$6,270$21,898$6,125$717$1,195$46$12,426$23,539$72,216
Average loans outstanding$2,331,473$1,204,756$918,563$21,442$90,021$18,317$710,658$161,722$5,456,952
Net charge-offs (recoveries) to average loans—%—%(0.01%)(0.49%)—%—%(0.10%)1.49%0.03%
Allowance for credit losses:
Beginning balance$4,600$35,607$6,813$609$4,149$11$25,462$23,950$101,201
Charge-offs(67)—(45)———(1,561)(8,027)(9,700)
Recoveries92—11361——1,4684,3206,054
Net (charge-offs) recoveries25—6861——(93)(3,707)(3,646)
Provision1,920(10,911)(1,224)(24)(1,963)7(9,571)(4,659)(26,425)
Ending balance$6,545$24,696$5,657$646$2,186$18$15,798$15,584$71,130
Average loans outstanding$2,155,322$1,046,276$885,759$18,227$111,711$11,361$856,226$135,609$5,220,491
Net charge-offs (recoveries) to average loans—%—%(0.01%)(0.33%)—%—%0.01%2.73%0.07%

Allowance for loan commitments. The allowance for loan commitments by portfolio segment were as follows:

(in thousands)Home equity line of creditCommercial constructionCommercial loansTotal
Allowance for loan commitments:
Beginning balance$400$2,600$1,400$4,400
Provision2001,700(1,200)700
Ending balance$600$4,300$200$5,100
Allowance for loan commitments:
Beginning balance$400$3,700$800$4,900
Provision—(1,100)600(500)
Ending balance$400$2,600$1,400$4,400
Allowance for loan commitments:
Beginning balance$300$3,000$1,000$4,300
Provision100700(200)600
Ending balance$400$3,700$800$4,900

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, commercial real estate and commercial construction loans.

Each commercial and commercial real estate loan is assigned an Asset Quality Rating (AQR) reflecting the likelihood of repayment or orderly liquidation of that loan transaction pursuant to regulatory credit classifications: Pass, Special Mention, Substandard, Doubtful, and Loss. The AQR is a function of the probability of default model rating, the loss given default, and possible non-model factors which impact the ultimate collectability of the loan such as character of the business owner/guarantor, interim period performance, litigation, tax liens and major changes in business and economic conditions. 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. Special Mention loans have potential weaknesses that, if left uncorrected, could jeopardize the liquidation of the debt. Substandard loans have well-defined weaknesses that jeopardize the liquidation of the debt and are characterized by the distinct possibility that ASB may sustain some loss. An asset classified Doubtful has the weaknesses of those classified Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. An asset classified Loss is considered uncollectible and has such little value that its continuance as a bankable asset is not warranted.

The credit risk profile by vintage date based on payment activity or internally assigned grade for loans was as follows:

Term loans by origination year · Revolving loans
(in thousands)20232022202120202019PriorRevolving loansConverted to term loansTotal
Residential 1-4 family
Current$263,605$407,304$729,256$399,766$104,487$672,408$—$—$2,576,826
30-59 days past due—708—268—3,525——4,501
60-89 days past due—7262,694——1,745——5,165
Greater than 89 days past due—2,5198711,1294893,662——8,670
263,605411,257732,821401,163104,976681,340——2,595,162
Current YTD period
Gross charge-offs—————994——994
Home equity line of credit
Current——————954,46159,1461,013,607
30-59 days past due——————1,2192621,481
60-89 days past due——————597—597
Greater than 89 days past due——————1,1114111,522
——————957,38859,8191,017,207
Term loans by origination year · Revolving loans
(in thousands)20232022202120202019PriorRevolving loansConverted to term loansTotal
Current YTD period
Gross charge-offs——————92283375
Residential land
Current3,7884,0977,2341,847—723——17,689
30-59 days past due—————————
60-89 days past due—675——————675
Greater than 89 days past due—————————
3,7884,7727,2341,847—723——18,364
Current YTD period
Gross charge-offs—————————
Residential construction
Current5,36910,9841,490—————17,843
30-59 days past due—————————
60-89 days past due—————————
Greater than 89 days past due—————————
5,36910,9841,490—————17,843
Current YTD period
Gross charge-offs—————————
Consumer
Current87,686153,2399,8521,65445120010,6632,779266,524
30-59 days past due8051,3141762924—561632,567
60-89 days past due3858861144121—60691,576
Greater than 89 days past due3547861012434—672231,589
89,230156,22510,2431,74853020010,8463,234272,256
Current YTD period
Gross charge-offs2,1396,5391,0321943784042248311,227
Commercial real estate
Pass104,368384,144180,986267,45865,625307,36715,482—1,325,430
Special Mention—1,97511,159—14,1103,008——30,252
Substandard——1,538—11,0485,770——18,356
Doubtful—————————
104,368386,119193,683267,45890,783316,14515,482—1,374,038
Current YTD period
Gross charge-offs—————————
Commercial construction
Pass45,86333,24026,1331,333——65,836—172,405
Special Mention—————————
Substandard—————————
Doubtful—————————
45,86333,24026,1331,333——65,836—172,405
Current YTD period
Gross charge-offs—————————
Commercial
Pass124,667199,796106,66973,97637,58080,01287,2066,250716,156
Special Mention1,8606,989951—250—7,352—17,402
Substandard—2,9621,84898603,3691,2751339,745
Doubtful—————————
126,527209,747109,46874,07437,89083,38195,8336,383743,303
Current YTD period
Gross charge-offs$—$—$51$—$—$—$332$340$723
Total loans$638,750$1,212,344$1,081,072$747,623$234,179$1,081,789$1,145,385$69,436$6,210,578
Term loans by origination year · Revolving loans
(in thousands)20222021202020192018PriorRevolving loansConverted to term loansTotal
Residential 1-4 family
Current$432,707$755,056$423,455$113,096$51,860$698,354$—$—$2,474,528
30-59 days past due————4481,098——1,546
60-89 days past due——268——90——358
Greater than 89 days past due————8092,396——3,205
432,707755,056423,723113,09653,117701,938——2,479,637
Home equity line of credit
Current——————959,13140,814999,945
30-59 days past due——————1,1032091,312
60-89 days past due——————209226435
Greater than 89 days past due——————5876261,213
——————961,03041,8751,002,905
Residential land
Current5,2459,0105,222203522477——20,679
30-59 days past due—————————
60-89 days past due—————————
Greater than 89 days past due—————————
5,2459,0105,222203522477——20,679
Residential construction
Current7,98611,6241,178—————20,788
30-59 days past due—————————
60-89 days past due—————————
Greater than 89 days past due—————————
7,98611,6241,178—————20,788
Consumer
Current199,57421,3305,5437,58052714010,8104,782250,286
30-59 days past due1,1102876523930—811671,979
60-89 days past due7561638813719—451071,315
Greater than 89 days past due6211053717628—201421,129
202,06121,8855,7338,13260414010,9565,198254,709
Commercial real estate
Pass390,206177,130283,32151,54263,084278,2808,235—1,251,798
Special Mention—11,2503,44640,423—24,466——79,585
Substandard——66511,357—14,718——26,740
Doubtful—————————
390,206188,380287,432103,32263,084317,4648,235—1,358,123
Commercial construction
Pass15,09447,47844———25,873—88,489
Special Mention—————————
Substandard—————————
Doubtful—————————
15,09447,47844———25,873—88,489
Commercial
Pass239,852185,01385,22068,16146,14253,19260,87113,964752,415
Special Mention———2,374—6459,005812,032
Substandard3,3222,3054011,3041,3463,8491,6641,05315,244
Doubtful—————————
243,174187,31885,62171,83947,48857,68671,54015,025779,691
Total loans$1,296,473$1,220,751$808,953$296,592$164,815$1,077,705$1,077,634$62,098$6,005,021

Revolving loans converted to term loans during 2023 in the commercial, home equity line of credit and consumer portfolios were $2.8 million, $26.4 million and $1.1 million, respectively.

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

(in thousands)30-59dayspast due60-89dayspast dueGreaterthan90 daysTotalpast dueCurrentTotalfinancingreceivablesRecordedinvestment>90 days andaccruing
Real estate:
Residential 1-4 family$4,501$5,165$8,670$18,336$2,576,826$2,595,162$425
Commercial real estate——11,04811,0481,362,9901,374,038—
Home equity line of credit1,4815971,5223,6001,013,6071,017,207—
Residential land—675—67517,68918,364—
Commercial construction————172,405172,405—
Residential construction————17,84317,843—
Commercial163135244542742,761743,303—
Consumer2,5671,5761,5895,732266,524272,256—
Total loans$8,712$8,148$23,073$39,933$6,170,645$6,210,578$425
Real estate:
Residential 1-4 family$1,546$358$3,205$5,109$2,474,528$2,479,637$—
Commercial real estate508217—7251,357,3981,358,123—
Home equity line of credit1,3124351,2132,960999,9451,002,905—
Residential land————20,67920,679—
Commercial construction————88,48988,489—
Residential construction————20,78820,788—
Commercial6141877709778,982779,691—
Consumer1,9791,3151,1294,423250,286254,709—
Total loans$5,959$2,343$5,624$13,926$5,991,095$6,005,021$—

The credit risk profile based on nonaccrual loans were as follows:

December 31, 2023December 31, 2022
(in thousands)With a relatedACLWithout arelated ACLTotalWith a relatedACLWithout arelated ACLTotal
Real estate:
Residential 1-4 family$7,755$2,190$9,945$4,198$2,981$7,179
Commercial real estate11,048—11,048———
Home equity line of credit2,6261,1353,7613,6541,4425,096
Residential land780—780420—420
Commercial construction——————
Residential construction——————
Commercial1333014342,183—2,183
Consumer2,458—2,4581,588—1,588
Total$24,800$3,626$28,426$12,043$4,423$16,466

ASB did not recognize interest on nonaccrual loans for 2023, 2022 and 2021.

Modifications Made to Borrowers Experiencing Financial Difficulty. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point for the estimate of the allowance for credit losses is historical loan information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. ASB uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made at the time of the modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification.

Modifications may include interest rate reductions, interest only payments for an extended period of time, protracted terms such as amortization and maturity beyond the customary length of time found in the normal marketplace, and other actions intended to minimize economic loss and to provide alternatives to foreclosure or repossession of collateral.

During 2023, no loans received a material modification based on borrower financial difficulty.

Troubled debt restructurings. Prior to January 1, 2023, a loan modification was deemed to be a TDR when the borrower was determined to be experiencing financial difficulties and ASB granted a concession it would not have otherwise considered. With the adoption of ASU No. 2022-02, accounting guidance for TDRs by creditors was eliminated. Loan refinancing and restructuring guidance was applied to determine whether a modification resulted in a new loan or a continuation of an existing loan. The disclosures below relate to TDRs for prior periods in accordance with Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors.

When a borrower who was experiencing financial difficulty failed to make a required payment on a loan or was in imminent default, ASB took a number of steps to improve the collectability of the loan and maximize the likelihood of full repayment. At times, ASB may have modified or restructured a loan to help a distressed borrower improve its financial position to eventually be able to fully repay the loan, provided the borrower had demonstrated both the willingness and the ability to fulfill the modified terms. TDR loans were considered an alternative to foreclosure or liquidation with the goal of minimizing losses to ASB and maximizing recovery.

ASB may have considered 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 granted principal forgiveness in its TDR modifications. Residential loan TDR modifications generally involved interest rate reduction, extending the amortization period, or capitalizing certain delinquent amounts owed not to exceed the original loan balance. Land loan TDR modifications typically involved extending the maturity date up to three years and converting the payments from interest-only to principal and interest monthly, at the same or higher interest rate. Commercial loan TDR modifications generally involved extensions of maturity dates, extending the interest only or amortization period, and temporary deferral or reduction of principal payments. ASB generally did not reduce the interest rate on commercial loan TDR modifications. Occasionally, additional collateral and/or guaranties were obtained.

The allowance for credit losses on TDR loans that did not share risk characteristics were individually evaluated based on the present value of expected future cash flows discounted at the loan’s effective original contractual rate or based on the fair value of collateral less cost to sell. The financial impact of the estimated loss was an increase to the allowance associated with the modified loan. When available information confirmed that specific loans or portions thereof are uncollectible (confirmed losses), those amounts were charged off against the allowance for credit losses.

The credit risk profile based on loans whose terms have been modified and accruing interest were as follows:

(in thousands)December 31, 2022
Real estate:
Residential 1-4 family$8,821
Commercial real estate9,477
Home equity line of credit4,404
Residential land782
Commercial construction—
Residential construction—
Commercial6,596
Consumer50
Total troubled debt restructured loans accruing interest$30,130

Loan modifications that occurred during 2022 and 2021 were as follows:

(dollars in thousands)Number of contractsOutstanding recorded investment (as of period end)1Related allowance(as of period end)
Real estate:
Residential 1-4 family5$1,475$164
Commercial real estate———
Home equity line of credit———
Residential land120342
Commercial construction———
Residential construction———
Commercial32,634497
Consumer———
9$4,312$703
Real estate:
Residential 1-4 family14$8,379$442
Commercial real estate———
Home equity line of credit———
Residential land379938
Commercial construction———
Residential construction———
Commercial72,931205
Consumer———
24$12,109$685

1 The period end balances reflect all paydowns and charge-offs since the modification period. TDRs fully paid off, charged-off, or foreclosed upon by period end are not included.

Loans modified in TDRs that experienced a payment default of 90 days or more in 2022 and 2021 and for which the payment default occurred within one year of the modification, were as follows:

Years ended December 31 · 2022 · 2021
(dollars in thousands)Number of contractsRecordedinvestmentNumber of contractsRecorded investment
Troubled debt restructurings that subsequently defaulted
Real estate:
Residential 1-4 family—$—1$474
Commercial real estate————
Home equity line of credit————
Residential land————
Commercial construction————
Residential construction————
Commercial——19
Consumer————
—$—2$483

If a loan modified in a TDR subsequently defaulted, ASB evaluated the loan for further impairment. Based on its evaluation, adjustments may be made in the allocation of the allowance or partial charge-offs may be taken to further write-down the carrying value of the loan. Commitments to lend additional funds to borrowers whose loan terms have been modified in a TDR totalednil at December 31, 2022.

Collateral-dependent loans. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the collateral.

Loans considered collateral-dependent were as follows:

December 31, 2023December 31, 2022
Amortized costCollateral typeAmortized costCollateral type
(in thousands)
Real estate:
Residential 1-4 family$2,272Residential real estate property$3,959Residential real estate property
Commercial real estate11,048Commercial real estate property—
Home equity line of credit1,135Residential real estate property1,425Residential real estate property
Residential land——
Total real estate14,4555,384
Commercial301Business assets—
Total$14,756$5,384

ASB had $3.4 million and $4.2 million of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure at December 31, 2023 and 2022, respectively.

Mortgage servicing rights (MSRs). In its mortgage banking business, ASB sells residential mortgage loans to government-sponsored entities and other parties, who may issue securities backed by pools of such loans. ASB retains no beneficial interests in these loans other than the servicing rights of certain loans sold.

ASB received $49.2 million, $136.5 million and $364.8 million of proceeds from the sale of residential mortgages in 2023, 2022, and 2021, respectively, and recognized gains on such sales of $0.9 million, $1.7 million, and $9.3 million in 2023, 2022, and 2021, respectively.

There wasone repurchased mortgage loan for 2022 andno repurchased mortgage loans for 2023 and 2021. ASB believes that the current unpaid principal balance of loans sold to date represents the maximum exposure to repurchases and has established a repurchase reserve of $0.1 million as of December 31, 2023 and 2022, to estimate its probable exposure to repurchases.

Mortgage servicing fees, a component of other income, net, were $3.5 million, $3.7 million and $3.8 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Changes in the carrying value of MSRs were as follows:

(in thousands)Grosscarrying amountAccumulated amortizationValuation allowanceNetcarrying amount
December 31, 2023$18,241$(10,072)$—$8,169
December 31, 2022$19,544$(10,497)$—$9,047

Changes related to MSRs were as follows:

(in thousands)202320222021
Mortgage servicing rights
Balance, January 1$9,047$9,950$10,280
Amount capitalized4231,1303,404
Amortization(1,301)(2,033)(3,734)
Sale of mortgage servicing rights———
Other-than-temporary impairment———
Carrying amount before valuation allowance, December 318,1699,0479,950
Valuation allowance for mortgage servicing rights
Balance, January 1——260
Provision——(260)
Other-than-temporary impairment———
Balance, December 31———
Net carrying value of mortgage servicing rights$8,169$9,047$9,950

The estimated aggregate amortization expenses of MSRs for 2024, 2025, 2026, 2027 and 2028 are $1.0 million, $0.9 million, $0.8 million, $0.8 million and $0.7 million, respectively.

ASB capitalizes MSRs acquired upon the sale of mortgage loans with servicing rights retained. On a monthly basis, ASB compares the net carrying value of the MSRs to its fair value to determine if there are any changes to the valuation allowance and/or other-than-temporary impairment for the MSRs.

ASB uses a present value cash flow model to estimate the fair value of MSRs. Impairment is recognized through a valuation allowance for each stratum when the carrying amount exceeds fair value, with any associated provision recorded as a component of loan servicing fees included in “Revenues - bank” in the consolidated statements of income. A direct write-down is recorded when the recoverability of the valuation allowance is deemed to be unrecoverable.

Key assumptions used in estimating the fair value of ASB’s MSRs used in the impairment analysis were as follows:

December 3120232022
(dollars in thousands)
Unpaid principal balance$1,402,736$1,451,322
Weighted average note rate3.47%3.38%
Weighted average discount rate10.00%10.00%
Weighted average prepayment speed5.71%6.56%

The sensitivity analysis of fair value of MSRs to hypothetical adverse changes of 25 and 50 basis points in certain key assumptions was as follows:

December 3120232022
(in thousands)
Prepayment rate:
25 basis points adverse rate change$(90)$(92)
50 basis points adverse rate change(204)(214)
Discount rate:
25 basis points adverse rate change(203)(182)
50 basis points adverse rate change(402)(361)

The effect of a variation in certain assumptions on fair value is calculated without changing any other assumptions. This analysis typically cannot be extrapolated because the relationship of a change in one key assumption to the changes in the fair value of MSRs typically is not linear.

Deposit liabilities. The summarized components of deposit liabilities were as follows:

December 3120232022
(dollars in thousands)Weighted-average stated rateAmountWeighted-average stated rateAmount
Savings0.15%$2,765,1750.03%$3,198,329
Checking
Interest-bearing0.851,427,2250.171,359,519
Noninterest-bearing—1,383,197—1,453,937
Commercial checking—1,216,565—1,357,140
Money market3.52289,7090.82189,053
Time certificates3.991,063,9072.39611,718
0.85%$8,145,7780.24%$8,169,696

As of December 31, 2023 and 2022, time certificates of $250,000 or more totaled $348.2 million and $346.9 million, respectively.

The approximate scheduled maturities of time certificates outstanding at December 31, 2023 were as follows:

(in thousands)
2024$898,996
2025136,462
202614,405
20276,158
20285,854
Thereafter2,032
$1,063,907

Overdrawn deposit accounts are classified as loans and totaled $3.9 million and $1.5 million at December 31, 2023 and 2022, respectively.

Interest expense on deposit liabilities by type of deposit was as follows:

Years ended December 31202320222021
(in thousands)
Time certificates$31,366$5,372$3,805
Savings2,367860802
Money market8,669330132
Interest-bearing checking6,503765242
$48,905$7,327$4,981

Other borrowings.

Securities sold under agreements to repurchase. 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 consolidated balance sheets. ASB pledges investment securities as collateral for securities sold under agreements to repurchase. 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 ofrecognized liabilitiesGross amount offset in the Balance SheetsNet amount of liabilities presentedin the Balance Sheets
Repurchase agreements
December 31, 2023$—$—$—
December 31, 2022281—281
Gross amount not offset in the Balance Sheets
(in millions)Net amount of liabilities presentedin the Balance SheetsFinancialinstrumentsCashcollateralpledged
Commercial account holders
December 31, 2023$—$—$—
December 31, 2022281327—

The securities underlying the agreements to repurchase are book-entry securities and were delivered by appropriate entry into the counterparties’ accounts or into segregated tri-party custodial accounts at the FHLB. The securities underlying the agreements to repurchase continue to be reflected in ASB’s asset accounts. The counterparties or tri-parties may determine that additional collateral is required based on movements in the fair value of the collateral. Typically, afive percent discount is taken from the fair value of the investment securities to determine the value of the collateral pledged for the repurchase agreements.

Information concerning securities sold under agreements to repurchase, which provided for the repurchase of identical securities, was as follows:

(dollars in thousands)202320222021
Amount outstanding as of December 31$—$281,120$88,305
Average amount outstanding during the year62,441127,17088,405
Maximum amount outstanding as of any month-end148,060284,040129,665
Weighted-average interest rate as of December 31—%3.02%0.02%
Weighted-average interest rate during the year3.48%0.99%0.02%
Weighted-average remaining days to maturity as of December 31011

Securities sold under agreements to repurchase were summarized as follows:

December 3120232022
MaturityRepurchase liabilityWeighted-averageinterest rateCollateralized by mortgage-backedsecurities and federalagency obligations at fair value plus accrued interestRepurchase liabilityWeighted-averageinterest rateCollateralized by mortgage-backedsecurities and federalagency obligations at fair value plus accrued interest
(dollars in thousands)
Overnight$——%$—$281,1203.02%$326,841
1 to 29 days——%———%—
30 to 90 days——%———%—
Over 90 days——%———%—
$——%$—$281,1203.02%$326,841

Advances from Federal Home Loan Bank. Outstanding FHLB advances were $200 million and $414 million as of December 31, 2023 and 2022, respectively. ASB and the FHLB are parties to an Advances, Pledge and Security Agreement (Advances Agreement), which applies to currently outstanding and future advances, and governs the terms and conditions under which ASB borrows and the FHLB makes loans or advances from time to time. Under the Advances Agreement, ASB agrees to abide by the FHLB’s credit policies, and makes certain warranties and representations to the FHLB. Upon the occurrence of and during the continuation of an “Event of Default” (which term includes any event of nonpayment of interest or principal of any advance when due or failure to perform any promise or obligation under the Advances Agreement or other credit arrangements between the parties), the FHLB may, at its option, declare all indebtedness and accrued interest thereon, including any prepayment fees or charges, to be immediately due and payable. Advances from the FHLB are collateralized by loans, investment securities and stock in the FHLB. As of December 31, 2023 and 2022, ASB’s available FHLB borrowing capacity was $1.9 billion, and $1.6 billion, respectively.

ASB is required to obtain and hold a specific number of shares of capital stock of the FHLB. ASB was in compliance with all Advances Agreement requirements as of December 31, 2023 and 2022.

Borrowings from Federal Reserve Bank. In March 2023, the Federal Reserve Bank created the Bank Term Funding Program (BTFP) to provide an additional source of liquidity to eligible depository institutions. The BTFP offers loans up to one year in length that can be prepaid without penalty. The amount that can be borrowed under the BTFP is based upon the par value of securities pledged as collateral to the program. Advances can be requested under the BTFP until March 11, 2024. At December 31, 2023, ASB had $550.0 million of BTFP borrowings at a weighted average fixed rate of 4.37%, collateralized by investment securities with a book value of $804.3 million, maturing in March 2024.

Common stock equity. ASB is regulated and supervised by the OCC. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on ASB’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, ASB must meet specific capital guidelines that involve quantitative measures of ASB’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The prompt corrective action provisions impose certain restrictions on institutions that are undercapitalized. The restrictions imposed become increasingly more severe as an institution’s capital category declines from “undercapitalized” to “critically undercapitalized.” The regulators have substantial discretion in the corrective actions they might direct and could include restrictions on dividends and other distributions that ASB may make to ASB Hawaii and the requirement that ASB develop and implement a plan to restore its capital. In 1988, HEI agreed with the OTS predecessor regulatory agency at the time, to contribute additional capital to ASB up to a maximum aggregate amount of approximately $65.1 million (Capital Maintenance Agreement). As of December 31, 2023, as a result of capital contributions in prior years, HEI’s maximum obligation to contribute additional capital under the Capital Maintenance Agreement has been reduced to approximately $28.3 million. In addition to OCC oversight, federal law and Federal Reserve Board policy require that HEI, as a savings and loan holding company, serve as a source of financial and managerial strength for any FDIC-insured depository institution that it controls. Accordingly, if ASB were to be in financial distress or to otherwise be viewed by the regulators as in unsatisfactory condition, HEI could be required to provide additional capital or liquidity support or take other action, in support of ASB.

To be categorized as “well capitalized,” ASB must maintain minimum total capital, Tier 1 capital, and Tier 1 leverage ratios as set forth in the table below. As of December 31, 2023, and 2022 ASB was in compliance with the minimum capital requirements under OCC regulations, and was categorized as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the institution’s category under the capital guidelines.

The tables below set forth actual and minimum required capital amounts and ratios:

ActualMinimum requiredRequired to be well capitalized
(dollars in thousands)CapitalRatioCapitalRatioCapitalRatio
Tier 1 leverage$759,9217.68%$395,8124.00%$494,7655.00%
Common equity tier 1759,92112.27%278,6814.50%402,5396.50%
Tier 1 capital759,92112.27%371,5756.00%495,4338.00%
Total capital828,90113.38%495,4338.00%619,29110.00%
Tier 1 leverage750,8517.78%386,2654.00%482,8315.00%
Common equity tier 1750,85112.15%278,0764.50%401,6656.50%
Tier 1 capital750,85112.15%370,7676.00%494,3568.00%
Total capital811,72913.14%494,3568.00%617,94610.00%

In 2023, ASB paid cash dividends of $39.0 million to HEI, compared to cash dividends of $42.0 million in 2022. The FRB and OCC approved the dividends.

Related-party transactions. HEI charged ASB $2.3 million, $1.9 million and $2.1 million for general management and administrative services in 2023, 2022 and 2021, respectively. The amounts charged by HEI for services performed by HEI employees to its subsidiaries are allocated primarily on the basis of time expended in providing such services. All amounts charged to ASB were settled as a capital contribution by HEI to ASB.

Derivative financial instruments. ASB enters into interest rate lock commitments (IRLCs) with borrowers, and forward commitments to sell loans or to-be-announced mortgage-backed securities to investors to hedge against the inherent interest rate and pricing risks associated with selling loans.

ASB enters into IRLCs 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. IRLCs that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose ASB to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standing derivatives which are carried at fair value with changes recorded in mortgage banking income.

ASB enters into forward commitments to hedge the interest rate risk for rate locked mortgage applications in process and closed mortgage loans held for sale. These commitments are primarily forward sales of to-be-announced mortgage backed securities. Generally, when mortgage loans are closed, the forward commitment is liquidated and replaced with a mandatory delivery forward sale of the mortgage to a secondary market investor. In some cases, a best-efforts forward sale agreement is utilized as the forward commitment. These commitments are free-standing derivatives which are carried at fair value with changes recorded in mortgage banking income.

Changes in the fair value of IRLCs and forward commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

The notional amount and fair value of ASB’s derivative financial instruments were as follows:

December 3120232022
(in thousands)Notional amountFair valueNotional amountFair value
Interest rate lock commitments$6,246$86$1,720$9
Forward commitments5,500(18)1,50018

ASB’s derivative financial instruments, their fair values, and balance sheet location were as follows:

Derivative Financial Instruments Not Designated
December 3120232022
(in thousands)Asset derivativesLiability derivativesAsset derivativesLiability derivatives
Interest rate lock commitments$86$—$9$—
Forward commitments—1818—
$86$18$27$—

1 Asset derivatives are included in other assets and liability derivatives are included in other liabilities in the balance sheets.

The following table presents ASB’s derivative financial instruments and the amount and location of the net gains or losses recognized in ASB’s statements of income:

Derivative Financial Instruments Not Designated · Location of net gains
as Hedging Instruments · (losses) recognized in · Years ended December 31
(in thousands)the Statements of Income202320222021
Interest rate lock commitmentsMortgage banking income$77$(629)$(3,898)
Forward commitmentsMortgage banking income(36)29489
$41$(600)$(3,409)

Commitments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitments. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. ASB minimizes its exposure to loss under these commitments by requiring that customers meet certain conditions prior to disbursing funds. The amount of collateral, if any, is based on a credit evaluation of the borrower and may include residential real estate, accounts receivable, inventory and property, plant and equipment.

Letters of credit are conditional commitments issued by ASB to guarantee payment and performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. ASB holds collateral supporting those commitments for which collateral is deemed necessary.

The following is a summary of outstanding off-balance sheet arrangements:

December 3120232022
(in thousands)
Unfunded commitments to extend credit:
Home equity line of credit$1,141,891$1,264,320
Commercial and commercial real estate602,973692,989
Consumer67,22985,768
Residential 1-4 family25,03720,546
Commercial and financial standby letters of credit9,35915,521
Total$1,846,489$2,079,144

Federal Deposit Insurance Corporation assessment. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) raised the minimum reserve ratio for the Deposit Insurance Fund (DIF) to 1.35 percent. As of June 30, 2020, the Federal Deposit Insurance Corporation (FDIC) DIF reserve ratio fell to 1.30%, below the statutory minimum of 1.35%. The FDIC, as required under the Federal Deposit Insurance Act, established a plan on September 15, 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35% within eight years. On October 18, 2022, the FDIC adopted an amended restoration plan to increase the likelihood that the reserve ratio would be restored to at least 1.35% by September 30, 2028. The FDIC’s amended restoration plan increases the initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning in 2023. For the years ended December 31, 2023, 2022 and 2021 ASB’s FDIC insurance expenses were $6.2 million, $3.6 million and $3.2 million, respectively.

Note 6 · Short-term borrowings

Commercial paper and bank term loan. As of December 31, 2023 and 2022, HEI hadnil and $50 million of commercial paper outstanding, respectively. The weighted-average interest rate of HEI’s outstanding commercial paper as of December 31, 2022 was 5.19%.

As of December 31, 2023 and 2022, Hawaiian Electric hadnil and $88 million commercial paper outstanding, respectively. The weighted-average interest rate of Hawaiian Electric’s outstanding commercial paper as of December 31, 2022 was 4.8%.

At both December 31, 2023 and 2022, HEI hadfive letters of credit outstanding in the aggregate amount of $8 million, on behalf of Mauo and Hamakua Energy.

HEI term loan. On October 20, 2022, HEI entered into a term loan facility in the aggregate principal amount of $100 million. On December 28, 2022, HEI drew $35 million on the term loan and on March 31, 2023, HEI drew the remaining $65 million at an initial interest rate of 5.81% for an initial one month interest period. On May 31, 2023, HEI fully repaid the term loan facility at which time it was terminated. Borrowings under the facility bore interest at Term Secured Overnight Financing Rate (SOFR), as defined in the agreement, plus an applicable margin and a SOFR spread adjustment. The term loan facility contained certain restrictive financial covenants that were substantially the same as the financial covenants contained in the HEI credit facility.

Credit agreements. On May 14, 2021, HEI and Hawaiian Electric each entered into a separate agreement with a syndicate ofnine financial institutions (the HEI Facility and Hawaiian Electric Facility, respectively, and together, the Credit Facilities) to amend and restate their respective previously existing revolving unsecured credit agreements. The $175 million HEI Facility’s initial termination date was May 14, 2026. The $200 million Hawaiian Electric Facility’s initial termination date was May 13, 2022, but on February 18, 2022, the PUC approved Hawaiian Electric’s request to extend the term of the $200 million Hawaiian Electric Facility to May 14, 2026. In addition to extending the term, Hawaiian Electric also received PUC approval to exercise its options oftwo one-year extensions of the commitment termination date and to increase its aggregate revolving commitment amount from $200 million to $275 million, should there be a need.

On April 21, 2023, HEI and Hawaiian Electric executed Amendment No. 1 to the Credit Facilities (Amendment). The Amendment was executed to reflect the transition from the London Inter-Bank Offered Rate (LIBOR) to the Term Secured Overnight Financing Rate (SOFR) as the benchmark interest rate for non-Alternate Base Rate (ABR) Loans under the Credit Facilities.

On May 14, 2023, HEI and Hawaiian Electric exercised their first oftwo, one-year extensions to the commitment termination date with eight of thenine financial institutions to extend the Credit Facilities to May 14, 2027. The committed capacities under the HEI Facility and Hawaiian Electric Facility are $175 million and $200 million, respectively, through May 14, 2026, and step down to approximately $157 million and $180 million, respectively, through May 14, 2027 (see Note 7).

After multiple downgrades of the Companies’ credit ratings to ratings below investment grade, by Fitch, Moody’s and S&P due to the Maui windstorm and wildfires, on August 15, 2023, HEI made an initial $2.5 million draw on its $175 million existing revolving credit facility to repay maturing commercial paper. By August 23, 2023, HEI drew its remaining and Hawaiian Electric drew its full committed capacity on their respective existing revolving credit facilities, totaling $175 million and $200 million, respectively. The draws were made to provide access to liquidity and support the Company’s restoration efforts on Maui. The cash proceeds were primarily invested in highly liquid short-term investments, were used to repay $100 million of Hawaiian Electric’s long-term debt that matured on November 1, 2023, and used for general corporate purposes.

None of the facilities are collateralized.

The Credit Facilities were maintained to support each company’s respective short-term commercial paper program, and were drawn in August 2023 to meet each company’s respective working capital needs and general corporate purposes.

Under the Credit Facilities, draws generally bear interest, based on each company’s respective current long-term credit ratings, at the “Adjusted Term SOFR Rate,” as defined in the Credit Facilities, plus 175.0 basis points for HEI and Hawaiian Electric, and incur annual fees on undrawn commitments, excluding swingline borrowings, at the rate of 30.0 basis points for HEI and Hawaiian Electric.

Additionally, the Credit Facilities contain provisions for pricing adjustments in the event of a long-term ratings change based on the respective Facility’s ratings-based pricing grid, which includes the ratings by Fitch, Moody’s and S&P. The Credit

Facilities do not contain clauses that would affect access to the Credit Facilities by reason of a ratings downgrade, nor do they have broad “material adverse change” clauses. In addition, the Credit Facilities contain provisions for potential annual pricing adjustments to the Term Benchmark or Alternate Base Rate margin on draws and fees on undrawn commitments of up to +/-5 basis points and +/-1 basis point, respectively, based on performance against certain sustainability-linked metrics. The sustainability-linked metrics include achievement of renewable portfolio standards in excess of statutory requirements and increasing cumulative penetration of installed MWs of photovoltaic systems on residential rooftops.

The Credit Facilities also include updated terms and conditions customary for facilities of this type and contain customary conditions that must be met in order to draw on them, including compliance with covenants (such as covenants preventing HEI’s and Hawaiian Electric’s respective subsidiaries from entering into agreements that restrict the ability of such subsidiaries to pay dividends to, or to repay borrowings from, HEI or Hawaiian Electric, as applicable; and a covenant in Hawaiian Electric’s facility restricting Hawaiian Electric’s 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” (as defined in the Hawaiian Electric Facility) to exceed 65%).

Under the HEI Facility, it is an event of default if HEI fails to maintain an unconsolidated “Capitalization Ratio” (funded debt) (as defined in the HEI Facility) of 50% or less or if HEI no longer owns Hawaiian Electric or ASB. Under the Hawaiian Electric Facility, it is an event of default if Hawaiian Electric fails to maintain a “Consolidated Capitalization Ratio” (equity) (as defined in the Hawaiian Electric Facility) of at least 35%, or if Hawaiian Electric is no longer owned by HEI.

Note 7 · Long-term debt

December 3120232022
(dollars in thousands)
Long-term debt of Utilities, net of unamortized debt issuance costs 1$1,934,277$1,684,816
HEI 3.99% senior notes, paid in 2023—50,000
HEI 4.58% senior notes, due 202550,00050,000
HEI 4.72% senior notes, due 2028100,000100,000
HEI 2.82% senior notes, due 202824,00024,000
HEI 2.48% senior notes, due 202830,00030,000
HEI 6.04% senior notes, due 202839,000—
HEI 2.98% senior notes, due 203050,00050,000
HEI 3.15% senior notes, due 203151,00051,000
HEI 2.78% senior notes, due 203125,00025,000
HEI 2.98% senior notes, due 203230,00030,000
HEI 5.43% senior notes, due 203275,00075,000
HEI 6.10% senior notes, due 203361,000—
HEI 5.43% senior notes, due 203435,00035,000
HEI 3.74% senior notes, due 205120,00020,000
HEI 3.94% senior notes, due 205220,00020,000
Hamakua Energy 4.02% non-recourse notes, due 2030244,85549,048
Mauo SOFR + 1.475% loan, due 202435,38411,060
Mauo 4.91% non-recourse term loan, due 2034 to 2035216,96217,692
Kaʻieʻie Waho 2.79% non-recourse loan, due 203129,72710,936
Mahipapa 1.90% non-recourse loan, due 2034 to 2036253,74358,869
Mahipapa 5.625% non-recourse loan, due 20272578724
HEI revolving credit facility SOFR + 1.80%, due 2026 to 20274175,000—
Less unamortized debt issuance costs and debt discount(8,097)(8,165)
$2,842,429$2,384,980

1 See components of “Total long-term debt” and unamortized debt issuance costs in Hawaiian Electric and subsidiaries’ Consolidated Statements of Capitalization.

2 Secured by real and personal property of the respective entity, including various land parcels, a 60MW combined cycle facility, photovoltaic and battery storage infrastructure, and a biomass plant. The aggregate net book value of the collateralized property, plant & equipment is approximately $187 million as of December 31, 2023.

3 In December 2021, the loan was amended to allow advances through October 5, 2022, in the maximum aggregate principal amount of up to $50.5 million. As of July 1, 2023, LIBOR was replaced by the term SOFR plus the applicable margin of 1.375%, plus an additional 0.10% replacement rate adjustment. On February 8, 2024, the outstanding loan balance was fully repaid and the loan was terminated.

4 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%.

As of December 31, 2023, the aggregate principal payments required on the Company’s long-term debt for 2024 through 2028 are $18 million in 2024, $109 million in 2025, $174 million in 2026, $449 million in 2027 and $273 million in 2028. As of December 31, 2023, the aggregate payments of principal required on the Utilities’ long-term debt for 2024 through 2028 arenil in 2024, $47 million in 2025, $145 million in 2026, $280 million in 2027 and $68 million in 2028.

The HEI term loans and senior notes contain customary representation and warranties, 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). The HEI term loans and senior notes also contain provisions requiring the maintenance by HEI of certain financial ratios generally consistent with those in HEI’s revolving unsecured credit facility, as amended. Upon a change of control or certain dispositions of assets (as defined in the note purchase agreements of the senior notes), HEI is required to offer to prepay the senior notes.

The Utilities’ senior notes contain customary representations and warranties, affirmative and negative covenants, and events of default (the occurrence of which may result in some or all of the notes of each and all of the utilities then outstanding becoming immediately due and payable) and provisions requiring the maintenance by Hawaiian Electric, and each of Hawaii Electric Light and Maui Electric, of certain financial ratios generally consistent with those in Hawaiian Electric’s existing, amended revolving unsecured credit agreement.

Changes in long-term debt. As of December 31, 2023, HEI and Hawaiian Electric were in compliance with all applicable financial covenants.

HEI and Hawaiian Electric’s Credit Facilities. See Note 6 for more information.

HEI private placement. On March 16, 2023, HEI entered into a note purchase agreement (HEI NPA) under which HEI has authorized the issue and sale of $100 million of unsecured senior notes that were drawn on May 30, 2023. The proceeds of the notes were used to repay the $100 million term loan facility on May 31, 2023. The terms of the notes are as follows:

HEI Series 2023AHEI Series 2023B
Aggregate principal amount$39 million$61 million
Fixed coupon interest rate6.04%6.10%
Maturity date6/15/20286/15/2033

Interest on the notes is paid semiannually on June 15th and December 15th. The HEI NPA contains certain restrictive financial covenants that are substantially the same as the financial covenants contained in the HEI Facility, as amended. The HEI notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount, together with interest accrued to the date of prepayment plus a “Make-Whole Amount,” as defined in the agreements.

Utilities private placement. On January 10, 2023, the Utilities executed, through a private placement pursuant to separate Note Purchase Agreements (the NPAs), the following unsecured senior notes bearing taxable interest (2023 Notes). The 2023 Notes had a delayed draw feature and the Utilities drew down all the proceeds on February 9, 2023.

Series 2023ASeries 2023BSeries 2023C
Aggregate principal amount$90 million$40 million$20 million
Fixed coupon interest rate
Hawaiian Electric6.11%6.25%6.70%
Hawaii Electric Light6.25%——
Maui Electric6.25%——
Maturity date
Hawaiian Electric2/9/20302/9/20332/9/2053
Hawaii Electric Light2/9/2033——
Maui Electric2/9/2033——
Principal amount by company
Hawaiian Electric$40 million$40 million$20 million
Hawaii Electric Light$25 million——
Maui Electric$25 million——

The 2023 Notes include substantially the same financial covenants and customary conditions as the Hawaiian Electric Facility. Hawaiian Electric is also a party as guarantor under the NPAs entered into by Hawaii Electric Light and Maui Electric. The Utilities did not obtain any of the proceeds at execution and instead drew down all the proceeds on February 9, 2023. The proceeds were used to finance their respective capital expenditures, repay short-term debt used to finance or refinance capital expenditures and/or reimburse funds used for the payment of capital expenditures. The 2023 Notes may be prepaid in whole or in part at any time at the prepayment price of the principal amount plus a “Make-Whole Amount” as defined in the NPAs.

Note 8 · Shareholders’ equity

Reserved shares. As of December 31, 2023, HEI had reserved a total of 13.9 million shares of common stock for future issuance under the HEI Dividend Reinvestment and Stock Purchase Plan (DRIP), the Hawaiian Electric Industries Retirement Savings Plan (HEIRSP), the ASB 401(k) Plan, the HEI 2011 Nonemployee Director Stock Plan, and the 2010 Equity and Incentive Plan, as amended.

Accumulated other comprehensive income/(loss). Changes in the balances of each component of AOCI were as follows:

HEI Consolidated · Hawaiian Electric Consolidated
(in thousands)Net unrealized gains (losses) on securitiesUnrealized gains (losses) on derivativesRetirement benefit plansAOCIAOCI-Retirement benefit plans
Balance, December 31, 2020$19,986$(3,363)$(17,887)$(1,264)$(2,919)
Current period other comprehensive income (loss) and reclassifications, net of taxes(52,023)(275)1,029(51,269)(361)
Balance, December 31, 2021(32,037)(3,638)(16,858)(52,533)(3,280)
Current period other comprehensive income (loss) and reclassifications, net of taxes(296,867)5,6297,743(283,495)6,141
Balance, December 31, 2022(328,904)1,991(9,115)(336,028)2,861
Current period other comprehensive income (loss) and reclassifications, net of taxes45,941(353)1,09046,678(12)
Balance, December 31, 2023$(282,963)$1,638$(8,025)$(289,350)$2,849

Reclassifications out of AOCI were as follows:

Amount reclassified from AOCI · Affected line item in the Statement of Income/Balance Sheet
Years ended December 31 · 2023 · 2022 · 2021
(in thousands)
HEI consolidated
Available-for sale investment securities:
Net realized losses (gains) on securities included in net income$10,954$—$(387)Loss (gain) on sale of investment securities, net and equity-method investment
Amortization of unrealized holding losses on held-to-maturity securities14,3983,993—Bank revenues
Net realized losses (gains) on derivatives qualifying as cash flow hedges(186)17237Interest expense
Retirement benefit plans:
Amortization of prior service credit and net losses (gains) recognized during the period in net periodic benefit cost(1,560)19,65919,253See Note 11 for additional details
Impact of D&Os of the PUC included in regulatory assets(8,204)(199,936)(171,345)See Note 11 for additional details
Total reclassifications$15,402$(176,112)$(152,442)
Hawaiian Electric consolidated
Retirement benefit plans:
Amortization of prior service credit and net losses (gains) recognized during the period in net periodic benefit cost$(1,983)$18,884$19,461See Note 11 for additional details
Impact of D&Os of the PUC included in regulatory assets(8,204)(199,936)(171,345)See Note 11 for additional details
Total reclassifications$(10,187)$(181,052)$(151,884)

Note 9 · Leases

The Company leases certain real estate and equipment for various terms under long-term lease agreements. The agreements expire at various dates through 2054 and provide for renewal options up to 10 years. The periods associated with the renewal options are excluded for the purpose of determining the lease term unless the exercise of the renewal option is reasonably certain. In the normal course of business, it is expected that many of these agreements will be replaced by similar agreements. Certain real estate leases require the Company to pay for operating expenses such as common area maintenance, real estate taxes and insurance, which are recognized as variable lease expense when incurred and are not included in the measurement of the lease liability. The Company elected the short-term lease recognition exemption for all of its leases that qualify, and accordingly, does not recognize lease liabilities and ROU assets for all leases that have lease terms that are 12 months or less. The amounts related to short-term leases are not material. The Company elected the practical expedient to not separate lease and non-lease components for its real estate and equipment and fossil fuel and renewable energy PPAs and to separate lease components from non-lease components for renewable energy plus battery storage PPAs.

The Utilities contract with independent power producers to supply energy under long-term power purchase agreements. Certain PPAs are treated as operating leases under the lease standard because the Company elected the practical expedient package under which prior conclusions about lease identification were not reassessed. The fixed capacity payments under the PPAs are included in the lease liability, while the variable lease payments (e.g., payments based on kWh) are excluded from the lease liability. Several as-available PPAs have variable-only payment terms based on production. For PPAs with no minimum lease payments, the Utilities do not recognize any lease liabilities or ROU assets, and the related costs are reported as variable lease costs.

The Utilities’ lease payments for each operating lease agreement were discounted using its estimated unsecured borrowing rates for the appropriate term, reduced for the estimated impact of collateral, which is a reduction of approximately 20 basis points. ASB’s lease payments for each operating lease agreement were discounted using Federal Home Loan Bank (FHLB) of Des Moines fixed rate advance rates, which are collateralized, for the appropriate term. The FHLB is ASB’s primary wholesale funding source and can provide collateralized borrowing rates for various terms starting at overnight borrowings to 30-year borrowing terms.

In August 2021, the Utilities entered into an agreement with an unrelated party for exclusive use of a barge and tug to transport fuels between islands, commencing in January 2022. The contract is an operating lease with a term offive years with an option to extend the term for an additional five years. Annual base rent expense is approximately $6.4 million and the operating lease liability recorded upon commencement was $32 million. In addition to the annual base payment, there are additional payments for operating expenses, such as inspection expense, wharfage and pipeline tolls, which are recognized as variable lease cost when incurred.

The Utilities account for the battery portion of renewable energy plus storage and energy storage PPAs as leases at their commencement dates. As of December 31, 2023, the Utilities recognized additional finance lease liabilities with corresponding right-of-use assets of $293.8 million, including Waiawa Solar, AES Waikoloa Solar and Kapolei Energy Storage project that began commercial operations during the year. The timing of the Utilities’ recognition of the expense conforms to ratemaking treatment for the Utilities’ recovery of the cost of electricity and is included in purchased power for the interest and amortization of financing leases related to PPAs. Any material differences between expense recognition and timing of payments are deferred as a regulatory asset or liability in order to match what is being recovered for ratemaking purposes.

Amounts related to the Company’s total lease cost and cash flows arising from lease transactions are as follows:

HEI consolidatedHawaiian Electric consolidated
Year ended December 31, 2023Other leasesPPAs classified as leasesTotalOther leasesPPAs classified as leasesTotal
(dollars in thousands)
Operating lease cost$21,882$4,071$25,953$15,947$4,071$20,018
Variable lease cost8,491202,556211,0475,605202,556208,161
Sublease income(3,031)—(3,031)(3,031)—(3,031)
Total operating lease cost$27,342$206,627$233,969$18,521$206,627$225,148
Finance lease costs:
Amortization of right-of-use assets$390$5,591$5,981$—$5,591$5,591
Interest on lease liabilities326,3506,382—6,3506,350
Total finance lease cost$422$11,941$12,363$—$11,941$11,941
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