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File No. 69-284
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption
Under Rule U-3A-2 from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
HAWAIIAN ELECTRIC INDUSTRIES, INC. and
HAWAIIAN ELECTRIC COMPANY, INC.
each hereby files with the Securities and Exchange Commission (SEC),
pursuant to Rule 2, its statement claiming exemption as a holding company
from the provisions of the Public Utility Holding Company Act of 1935
(PUHCA), and submits the following information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant directly or
indirectly holds an interest.
Hawaiian Electric Industries, Inc. (HEI) was incorporated under the
laws of the State of Hawaii on July 20, 1981, for the purpose of becoming
the holding company of Hawaiian Electric Company, Inc. (HECO) and its
subsidiaries. Its principal executive office is located at 900 Richards
Street, Honolulu, Hawaii 96813. The restructuring became effective (i.e.,
HEI became the holding company of HECO) on July 1, 1983. HEI is a
nonutility holding company which currently conducts no business and owns no
material assets other than the common stock of its direct subsidiaries
(most of which are not significant subsidiaries), including the common
stock of HECO, Malama Pacific Corp. (MPC), The Old Oahu Tug Service, Inc.
(TOOTS), HEI Diversified, Inc. (HEIDI), HEI Properties, Inc. (HEIPI),
Pacific Energy Conservation Services, Inc. (PECS), HEI Power Corp. (HEIPC),
HEI District Cooling, Inc. (HEIDC), ProVision Technologies, Inc.
(ProVision), HEI Leasing, Inc. (HEILI), Hycap Management, Inc. (Hycap),
Hawaiian Electric Industries Capital Trust I (HEI Trust I), Hawaiian
Electric Industries Capital Trust II and Hawaiian Electric Industries
Capital Trust III. HEI and its direct and indirect subsidiaries are
collectively referred to as the Company. HEI also owns three series of
income class notes with a face amount of $45.8 million and a value of $15.6
million as of December 31, 2001.
HECO is the parent company of Hawaii Electric Light Company, Inc.
(HELCO), Maui Electric Company, Limited (MECO), HECO Capital Trust I (HECO
Trust I) and HECO Capital Trust II (HECO Trust II). HECO was incorporated
under the laws of the Kingdom of Hawaii on October 13, 1891, under the name
of The Hawaiian Electric Company, Limited. Its name was
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changed to Hawaiian Electric Company, Inc., on March 16, 1964. Its
principal executive office is located at 900 Richards Street, Honolulu,
Hawaii 96813. It is a regulated operating electric public utility engaged
in the production, purchase, transmission, distribution and sale of
electricity on the island of Oahu, State of Hawaii. HELCO was incorporated
under the laws of the Republic of Hawaii on December 5, 1894. Its principal
executive office is located at 1200 Kilauea Avenue, Hilo, Hawaii 96720. It
is a regulated operating electric public utility engaged in the production,
purchase, transmission, distribution and sale of electricity on the island
of Hawaii, State of Hawaii. MECO was incorporated under the laws of the
Territory of Hawaii on April 28, 1921, and purchased the franchise and
certain assets of Island Electric Company, Limited, which had been
organized in 1911. Its principal executive office is located at 210
Kamehameha Avenue, Kahului, Maui, Hawaii 96732. It is a regulated operating
electric public utility engaged in the production, purchase, transmission,
distribution and sale of electricity on the islands of Maui, Lanai and
Molokai, all located in the State of Hawaii. HECO Trust I was formed under
the laws of the State of Delaware on December 31, 1996. The Bank of New
York is the corporate trustee of HECO Trust I and its principal
administrative offices are located at 101 Barclay Street 21st floor, New
York, New York 10286. HECO Trust I is a statutory business trust formed for
the exclusive purposes of (i) issuing and selling its common securities to
HECO and its 8.05% Cumulative Quarterly Income Preferred Securities, Series
1997 (QUIPS I) to the public in an underwritten public offering in March
1997, (ii) using the proceeds from the sale of QUIPS I and the common
securities to acquire 8.05% Junior Subordinated Deferrable Interest
Debentures, Series 1997 issued by HECO and its subsidiaries, MECO and
HELCO, (iii) maintaining the status of HECO Trust I as a grantor trust for
United States federal income tax purposes and (iv) engaging in only those
other activities necessary, convenient or incidental thereto. HECO Trust II
was formed under the laws of the State of Delaware on October 15, 1998. The
Bank of New York is the corporate trustee of HECO Trust II and its
principal administrative offices are located at 101 Barclay Street 21st
floor, New York, New York 10286. HECO Trust II is a statutory business
trust formed for the exclusive purposes of (i) issuing and selling its
common securities to HECO and its 7.30% Cumulative Quarterly Income
Preferred Securities, Series 1998 (QUIPS II) to the public in an
underwritten public offering in December 1998, (ii) using the proceeds from
the sale of QUIPS II and the common securities to acquire 7.30% Junior
Subordinated Deferrable Interest Debentures, Series 1998 issued by HECO and
its subsidiaries, MECO and HELCO, (iii) maintaining the status of HECO
Trust II as a grantor trust for United States federal income tax purposes
and (iv) engaging in only those other activities necessary, convenient or
incidental thereto.
MPC is the parent company of Malama Development Corp. (MDC) and Malama
Mohala Corp. (MMoC). MPC, MDC and MmoC, with principal executive offices
located at 900 Richards Street, Honolulu, Hawaii 96813, were incorporated
under the laws of the State of Hawaii on December 5, 1985, December 15,
1989 and August 21, 1990, respectively. MPC and its subsidiaries are
nonutility companies which were organized to invest in, develop and sell
real estate. On September 14, 1998, the Board of Directors of HEI adopted a
plan to exit the residential real estate development business (engaged in
by MPC and its subsidiaries). Accordingly, MPC management commenced a
program to sell all of MPC's real estate assets and investments and HEI
reported MPC as a discontinued operation in the Company's consolidated
statements of income in the third quarter of 1998. As real estate assets
and investments have been sold or transferred, the entities which held them
and entities which were no longer active have been dissolved. In 2001,
Malama Property Investment Corp. was dissolved.
Dillingham Tug & Barge Corporation was incorporated under the laws of
the State of Hawaii on March 16, 1972, and changed its name to Hawaiian Tug
& Barge Corp. (HTB) on
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October 1, 1986 when HEI acquired HTB from Dillingham Corporation. On
November 10, 1999, the sale of substantially all of the operating assets of
HTB was closed and HTB's name was changed to TOOTS. Its principal executive
office is located at 900 Richards Street, Honolulu, Hawaii 96813. HTB was a
nonutility company organized to provide charter towing and harbor-assist
services primarily within the State of Hawaii. TOOTS no longer provides
charter towing and harbor-assist towing services and is currently
conducting shut-down activities, after which it is expected to be
dissolved. Young Brothers, Limited (YB), a subsidiary of HTB, and also
acquired by HEI on October 1, 1986, was incorporated under the laws of the
State of Hawaii on January 7, 1960. On November 10, 1999, in connection
with the sale of substantially all of its operating assets, HTB sold all of
the stock of YB, a regulated company organized to transport cargo within
the State of Hawaii and operated as the major authorized common carrier
under the Hawaii Water Carrier Act.
HEIDI is the parent company of American Savings Bank, F.S.B. (ASB),
which is the parent company of American Savings Investment Services Corp.
(ASISC, parent company of Bishop Insurance Agency of Hawaii, Inc.),
AdCommunications, Inc., American Savings Mortgage Co., Inc., ASB Service
Corporation and ASB Realty Corporation. HEIDI was incorporated under the
laws of the State of Hawaii on January 6, 1988. Its principal executive
office is located at 900 Richards Street, Honolulu, Hawaii 96813. It is a
nonutility holding company which currently conducts no business and owns no
material assets other than the common stock of ASB. ASB was chartered by
the Federal Home Loan Bank as a federal savings bank on January 23, 1987,
and is qualified to do business in the State of Hawaii. Its subsidiaries
were incorporated under the laws of the State of Hawaii. The principal
executive offices of ASB and its subsidiaries are located at 915 Fort
Street Mall, Honolulu, Hawaii 96813. ASB and its subsidiaries are
nonutility companies providing financial and related services. HEI acquired
ASB on May 26, 1988. ASB's business consists primarily of attracting
deposits from the general public and using such deposits, together with
borrowings and other funds, to (1) make residential and other real estate-
related loans which enable borrowers to purchase, refinance, construct or
improve real estate, (2) invest in loans secured by real estate and in
mortgage/asset-backed and other securities, and (3) make various types of
commercial and consumer loans. ASB Service Corporation, which was
incorporated on October 23, 1990, holds real estate for use by ASB
employees; American Savings Mortgage Co., Inc., which was incorporated on
October 23, 1990, is a mortgage brokerage company; AdCommunications, Inc.,
which was incorporated on October 23, 1990, is an advertising agency;
ASISC, which was incorporated on October 11, 1990, markets insurance and
investment products; and ASB Realty Corporation, which was incorporated on
March 27, 1998, owns and manages real estate assets. On March 25, 2001,
ASISC acquired all of the capital stock of Bishop Insurance Agency of
Hawaii, Inc., which was incorporated as LPK Corp. under the laws of the
State of Hawaii on February 23, 1984, changed its name to its present name
on May 18, 1984, and primarily markets commercial property and casualty
insurance products as an insurance agency.
HEIPI was incorporated under the laws of the State of Hawaii on
February 9, 1998, as HEIDI Real Estate Corp. and its name was changed to
HEIPI on September 23, 1999. Ownership of HEIPI was transferred to HEI by
HEIDI on November 18, 1999. Its principal executive office is located at
900 Richards Street, Honolulu, Hawaii 96813. HEIPI was formed as a
nonutility company to hold real estate and related assets. HEIPI currently
holds venture capital investments.
PECS was incorporated under the laws of the State of Hawaii on August
12, 1994. Its principal executive office is located at 900 Richards Street,
Honolulu, Hawaii 96813. PECS was formed as a nonutility service company to
promote energy conservation in Hawaii and the Pacific Basin, but had no
operations until December 1996. PECS currently is a contract services
company providing limited services to an affiliate.
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HEIPC is the parent company of HEI Power Corp. Saipan and HEI Power
Corp. International, which is the parent company of HEIPC Philippine
Development, LLC, HEIPC Philippine Ventures, Lake Mainit Power, LLC, HEIPC
Cambodia Ventures, HEI Power Corp. Philippines (formerly HEIPC Phnom Penh
Power (General), LLC), HEIPC Phnom Penh Power (Limited), LLC, HEIPC Bulacan
I, LLC, HEIPC Bulacan II, LLC, HEI Power Corp. China (owner of
approximately 76% of Dafeng Sanlian Cogeneration Co., Ltd.), HEI Power
Corp. China II, the 100% owner of United Power Pacific Company Limited
(UPP), which in turn is the 75% owner of Baotou Tianjiao Power Co., Ltd. (a
foreign utility company, see items 4a and 4b), HEI Power Corp. China III
and HEI Power Corp. China IV. HEIPC is also the parent company of HEI
Investments, Inc. (HEIII), which is the parent company of HEIPC Philippines
Holding Co., Inc. (Phil Holding), which in turn is the indirect owner of an
approximately 46% interest in East Asia Power Resources Corporation (EAPRC)
(a foreign utility company, see items 4a and 4b) through its 50% ownership
interest in EPHE Philippines Energy Company, Inc. (EPHE). (The other 50%
ownership interest in EPHE is held indirectly through subsidiaries of El
Paso Corporation). In February 2001, Phil Holding filed an Amendment of the
Fourth Article of the Corporation, which upon approval by the Philippines
SEC, shortens the corporate life of Phil Holding to a period ending
February 28, 2001 or such other date as the Philippine SEC shall approve.
The action is still pending at the Philippines SEC.
On October 23, 2001, the board of directors of HEI adopted a formal
plan to exit the international power business (engaged in by HEIPC and its
subsidiaries, the HEIPC Group). Accordingly, HEIPC management commenced a
program to dispose of all the HEIPC Group's remaining projects and
investments and HEI recorded HEIPC as a discontinued operation in the
Company's consolidated statements of income in the third quarter of 2001.
On November 21, 2001, HEI sold HEI Power Corp. Guam to Mirant Asia-Pacific
(Guam) Investments, Inc. for a nominal gain.
HEIPC was incorporated under the laws of the State of Hawaii on March
24, 1995. Its principal executive office is located at 1001 Bishop Street,
Pacific Tower, Honolulu, Hawaii 96813. It is a nonutility company
originally formed to pursue independent power and integrated energy
services projects in Asia and the Pacific. Those direct and indirect
subsidiaries of HEIPC which are not foreign utility companies were
originally formed generally for the purposes of directly or indirectly
acquiring and maintaining an interest in one or more foreign utility
companies or developing or operating utility facilities in foreign
countries.
All of its direct and indirect subsidiaries will be wound up in due
course as the HEIPC Group disposes of its remaining projects and
investments. The following are direct and indirect subsidiaries of HEIPC
which have their principal executive offices at Ugland House, P.O. Box 309,
George Town, Grand Cayman, Cayman Islands, British West Indies (Cayman
Location) and were incorporated under the laws of the Cayman Islands
(incorporation dates are noted in parentheses) and which were active until
the decision was made to exit the international power business: HEI Power
Corp. International (International) (April 10, 1996); HEIPC Philippine
Development, LLC (Philippine Develop) (September 9, 1996); and HEI Power
Corp. Philippines (April 24, 1996). The following are subsidiaries of HEIPC
at the Cayman Location which were incorporated under the laws of the Cayman
Islands (incorporation dates are noted in parentheses) but which at all
times have been inactive: HEIPC Philippine Ventures (April 23, 1996);
HEIPC Cambodia Ventures (April 23, 1996); HEIPC Phnom Penh Power (Limited),
LLC (April 24, 1996); Lake Mainit Power, LLC (May 21, 1996); HEIPC Bulacan
I, LLC (May 29, 1997); and HEIPC Bulacan II, LLC (May 29, 1997). It is
anticipated that, on March 29, 2002, HEIPC Philippine Ventures, HEIPC
Cambodia Ventures, HEIPC Phnom Penh Power (Limited), LLC, HEIPC Bulacan I,
LLC and HEIPC Bulacan
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II, LLC will be struck from the official register of companies in the
Cayman Islands and thereupon dissolved.
The following are indirect subsidiaries of HEIPC which have their
principal executive offices at 10, Frere Felix Valis St., Port-Louis,
Mauritius (Mauritius Location) and were incorporated under the laws of
Mauritius (incorporation dates are noted in parentheses) and which were
active until the decision was made to exit the international power
business: HEI Power Corp. China (December 10, 1997); HEI Power Corp. China
II (China II) (June 10, 1998); and UPP (June 29, 1998). The following are
indirect subsidiaries of HEIPC at the Mauritius Location which were
incorporated under the laws of Mauritius (incorporation dates are noted in
parentheses) but which at all times have been inactive: HEI Power Corp.
China III (June 24, 1998) and HEI Power Corp. China IV (June 24, 1998).
HEI Power Corp. Saipan (incorporated April 1, 1998) is a direct
subsidiary of HEIPC incorporated under the laws of the Commonwealth of the
Northern Mariana Islands and which has its principal executive offices at
P.O. Box 410, Saipan, MP 96950 and is undergoing dissolution.
Dafeng Sanlian Cogeneration Co., Ltd. (incorporated August 19, 1998;
76.4% ownership percentage) was a subsidiary of HEI Power Corp. China and
was registered under the laws of the People's Republic of China (China) and
having its principal executive offices at Dafeng Economic Development Zone,
Dafeng City, Jiangsu Province, China; however, it did not own or operate
any facilities that were used for the generation, transmission, or
distribution of electric energy or the distribution of natural or
manufactured gas and did not have any interest in any foreign utility
company. Following the decision of its board of directors to liquidate and
dissolve the company, its business license was revoked on January 17, 2002.
On January 26, 2000, HEI Investment Corp. (HEIIC) changed its name to
HEIII. HEIIC was incorporated under the laws of the State of Hawaii on May
25, 1984. HEIII's principal executive office is located at 900 Richards
Street, Honolulu, Hawaii 96813. It holds investments in leveraged leases.
In February 2000, HEIII was recapitalized and all its common stock and one
series of its preferred stock was contributed to HEIPC. In March 2000,
HEIII registered (i.e., continued) in Nova Scotia, Canada and its
subsidiary, Phil Holding, acquired a 50% interest in EPHE. Phil Holding, a
subsidiary of HEIII, was incorporated on February 8, 2000, under the laws
of the Republic of the Philippines and its principal executive office is
located at Metro Manila, Philippines. On March 6, 2000, HEI acquired
indirectly through Phil Holding a 50% interest in EPHE which has its
principal executive offices at 20/th/ Floor, One Magnificent Mile Building,
San Miguel Avenue, Pasig City, Metro Manila, Philippines and is
incorporated under the laws of the Republic of the Philippines. EPHE owns
approximately 91.7% of the common shares of EAPRC. In December 2000, Phil
Holding wrote off its indirect investment in EAPRC. Phil Holding is in the
process of being dissolved. In December 2001, HEIII, a Hawaii corporation,
withdrew its registration to do business in Nova Scotia, Canada. This was
accomplished by continuing out of Nova Scotia, domesticating in Delaware
and then merging the Delaware registered corporation into the pre-existing
Hawaii corporation.
On December 30, 1985, HEIIC (now known as HEIII) acquired, as part of
its investment portfolio, a 15.1899% undivided interest in Plant Robert W.
Scherer Unit No. 2, an 818-megawatt (MW) coal-fired generating unit located
in Monroe County, Georgia in a sale and leaseback transaction (the
Transaction) with Oglethorpe Power Corporation (An Electric Membership
Generation and Transmission Corporation). The Transaction is described in
the Form U-7D filed by the Wilmington Trust Company and William J. Wade,
owner trustees on behalf of HEIIC on December 30, 1985. The Transaction is
also the subject of letters (dated December 16 and 24, 1985), from Mudge
Rose Guthrie Alexander and Ferdon to the Commission, to which a reply was
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sent by Mr. Lewis B. Reich, Special Counsel (Reference No. 85-1216E-OPUR).
Two amendments to the Form U-7D were filed on October 20, 1986 and on
January 16, 1998 for the refinancings of the nonrecourse debt secured by
this lease interest. These refinancings had no impact on HEIIC's investment
return because, under the lease agreement, the lessee is entitled to the
benefit of any refinancing. The undersigned takes the position that the
passive nature of the ownership by HEIIC which results from its
participation in the Transaction is exactly comparable to the form of
ownership which would qualify under Rule 7(d)(1) under PUHCA. Accordingly,
although the information contained in the aforesaid Amendment No. 1 was
submitted, the undersigned and HEIIC reserve all rights to claim (and do
hereby claim) that by virtue of HEIIC's participation in the Transaction,
HEIIC has not acquired "ownership" of facilities used for the generation,
transmission or distribution of electric energy for sale so as to result in
HEIIC's becoming an "electric utility company" as defined in Section
2(a)(3) of the Act. Other direct or indirect subsidiaries or investments of
HEIPC are listed under item 4a.
HEIDC was incorporated under the laws of the State of Hawaii on August
17, 1998. Its principal executive office is located at 900 Richards Street,
Honolulu, Hawaii 96813. HEIDC was formed to develop, build, own, operate
and/or maintain, either directly or indirectly, central chilled water,
cooling system facilities, and other energy related products and services
for commercial and residential buildings. HEIDC currently owns no
significant assets and is inactive.
ProVision was incorporated under the laws of the State of Hawaii on
October 13, 1998. Its principal executive office is located at 900 Richards
Street, Honolulu, Hawaii 96813. ProVision was formed to sell, install,
operate and maintain on-site power generation equipment and auxiliary
appliances in Hawaii and the Pacific Rim.
HEILI was incorporated under the laws of the State of Hawaii on
February 28, 2000. Its principal executive office is located at 900
Richards Street, Honolulu, Hawaii 96813. HEILI was formed to own real
estate subject to leases. HEILI currently owns no significant assets and is
inactive.
Hycap was incorporated under the laws of the State of Delaware on
January 22, 1997. Its registered agent's office is located at PL&F Service,
One Rodney Square, 10th Floor, Tenth and King Streets, Wilmington, Delaware
19801. Hycap is a nonutility company formed in connection with a trust
preferred securities offering to be the sole general partner of HEI
Preferred Funding, LP (the Partnership). The Partnership is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership
Act, as amended, pursuant to an agreement of limited partnership and the
filing of a certificate of limited partnership with the Secretary of State
on December 23, 1996, which was subsequently amended by an amended and
restated agreement of limited partnership dated as of February 1, 1997. Its
principal executive office is located at 300 Delaware Avenue, Suite 1704,
Wilmington, Delaware 19801. The Partnership is managed by the general
partner and exists for the exclusive purposes of (a) purchasing certain
eligible debt instruments of HEI and the wholly owned subsidiaries of HEI
(collectively, the Affiliate Investment Instruments) and certain U.S.
government obligations and commercial paper of unaffiliated entities
(Eligible Debt Securities) with the proceeds from (i) the sale of its
Partnership Preferred Securities, representing limited partner interests in
the Partnership, to HEI Trust I and (ii) a capital contribution by HEI in
exchange for the general partner interest in the Partnership, (b) receiving
interest and other payments on the Affiliate Investment Instruments and the
Eligible Debt Securities held by the Partnership from time to time, (c)
making distributions on the Partnership Preferred Securities and
distributions on the general partner interest in the Partnership if, as and
when declared by the general partner in its sole discretion, (d) subject to
the restrictions and conditions contained in the Agreement of Limited
Partnership, making additional investments in Affiliate Investment
Instruments and Eligible Debt
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Securities and disposing of any such investments and (e) except as
otherwise limited in the Agreement of Limited Partnership, entering into,
making and performing all contracts and other undertakings, and engaging in
those activities and transactions as the general partner deems necessary or
advisable for carrying out the purposes of the Partnership.
HEI Trust I, Hawaiian Electric Industries Capital Trust II and
Hawaiian Electric Industries Capital Trust III were formed under the laws
of the State of Delaware on December 19, 1996. The Bank of New York is the
corporate trustee of each of these trusts and its principal administrative
office is located at 101 Barclay Street, 21st Floor, New York, NY 10286.
HEI Trust I is a statutory business trust formed for the exclusive purposes
of (i) issuing in February of 1997 its 8.36% Trust Originated Preferred
Securities and its 8.36% Common Securities, (ii) purchasing the 8.36%
Partnership Preferred Securities, representing the limited partner
interests in HEI Preferred Funding, LP, with the proceeds from the sale of
Trust Originated Preferred Securities and Common Securities, and (iii)
engaging in only those other activities necessary or incidental thereto.
Hawaiian Electric Industries Capital Trust II and Hawaiian Electric
Industries Capital Trust III have at all times been inactive.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission and distribution of electric energy for sale, or for the
production, transmission and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants and
electric and gas distribution facilities, including all such properties
which are outside the State in which claimant and its subsidiaries are
organized and all transmission or pipelines which deliver or receive
electric energy or gas at the borders of such State.
HEI is a nonutility holding company which currently conducts no
business and owns no material operating assets other than as listed under
item 1. Currently, the consolidated revenues of HEI are derived primarily
from electric service, bank operations and investments.
HECO owns and operates three electric generating plants located on the
island of Oahu, with an aggregate generating capability of 1,263 MW as of
December 31, 2001. HECO's power purchase agreements (PPAs) with Kalaeloa
Partners, L.P., AES Barbers Point, Inc. and Honolulu Resource Recovery
Venture each provided for an additional 180 MW, 180 MW and 46 MW,
respectively, of firm generating capability as of December 31, 2001.
HELCO owns and operates electric generating equipment with an aggregate
generating capability of 153 MW as of December 31, 2001. Its five power
plants are located on the island of Hawaii. Under PPAs with Puna Geothermal
Ventures, Hilo Coast Power Company and Hamakua Energy Partners, L.P., HELCO
was being provided an additional 28 MW, 22 MW and 59 MW, respectively, of
firm generating capability as of December 31, 2001. HELCO currently owns
and operates four small run-of-river hydro units and a windfarm at
Waikoloa, which consists of 45 operating wind machines with a total
operating capacity of 1 MW as of December 31, 2001.
MECO owns and operates electric generating equipment located on the
islands of Maui, Lanai and Molokai, with an aggregate generating capability
of 257 MW as of December 31, 2001. A PPA between MECO and a sugar company
provided for an additional 16 MW of firm generating capability as of
December 31, 2001.
HECO, HELCO and MECO also own land, buildings, overhead transmission
lines, overhead distribution lines, underground cables, fully owned or
jointly owned poles, steel or
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aluminum high voltage transmission towers, transmission and distribution
substations, fuel oil storage facilities and other property and equipment
used in the business of generating, purchasing, transmitting, distributing
and selling electric energy.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh. of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
In 2001, HEI sold no kilowatthours of electric energy, HECO sold at
retail 7,276,681,000 kwh. of electric energy, HELCO sold at retail
959,607,163 kwh. of electric energy, and MECO sold at retail 1,134,072,422
kwh. of electric energy.
(b) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company
is organized.
None.
(c) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is
organized, or at the State line.
None.
(d) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas purchased outside the State in which each such company is organized
or at the State line.
None.
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or
a foreign utility company, stating monetary amounts in United States
dollars:
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
On or about September 3, 1998, HEI acquired an indirect 80% interest
in UPP (through HEI's indirect subsidiary China II) and an effective 60%
interest in Baotou Tianjiao Power Co., Ltd. (Tianjiao) which has its
principal executive offices at Suite 906, Baotou Youdian Building, Kun
District, Baotou 014010, Inner Mongolia, China and is a Sino-foreign
cooperative joint venture established under the laws of the People's
Republic of China. On December 30, 1999, China II acquired the remaining
20% interest in UPP for an effective 75% interest in Tianjiao. Tianjiao was
formed to construct, operate, and maintain a 200-MW (net) coal-fired power
plant in Baotou, Inner
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Mongolia, China, over a 22 year period, which includes construction. The
power plant was planned to be built "inside the fence" for Baotou Iron &
Steel (Group) Co., Ltd. (BaoSteel), which was to be the sole purchaser of
the power. At the end of the term, the plant was to be transferred by
Tianjiao to BaoSteel (which owns a 25% interest in Tianjiao). Construction
was stopped, however, due to delays in obtaining a satisfactory
interconnection agreement between Tianjiao and the Inner Mongolia Power
Company (IMPC). The IMPC was seeking to limit the joint venture's load,
which is inconsistent with the terms of the project approvals and the power
purchase contract. The HEIPC Group no longer believes a satisfactory
interconnection arrangement can be obtained and intends to withdraw from
the project. In the third quarter of 2001, the HEIPC Group wrote off its
remaining investment of approximately $24 million in the project. The HEIPC
Group is evaluating possible remedies to pursue to recover the costs
incurred in connection with the joint venture interest; however, there can
be no assurance that any amounts will be recovered. (See item 1, HEI is
exiting the international power business and will be disposing of all of
the HEIPC Group projects and investments.)
On December 4, 1998, HEI acquired indirectly through Philippine
Develop an interest in Cagayan Electric Power & Light Co., Inc. (CEPALCO)
which has its principal executive offices at Cagayan de Oro City, Misamis
Oriental, Philippines and is incorporated under the laws of the
Philippines. After a subsequent purchase of common stock and the conversion
of preferred stock to common stock, Philippine Develop currently owns
approximately 22% of the outstanding common stock of CEPALCO. CEPALCO is a
privately owned regulated local distribution company on the island of
Mindanao. It operates and maintains three substations, with a total
capacity of 75 MVA, and 47 kilometers of transmission lines (69 KV and 138
KV) and 1,000 kilometers of distribution lines. It also has an interest in
Mindanao Energy Systems, Inc., a Philippine power generation company that
owns and operates an 18.9 MW Bunker-C fed diesel power generating facility.
On March 6, 2000, HEI acquired indirectly through Phil Holding a 50%
interest in EPHE and thereby an approximately 46% indirect interest in
EAPRC, which has its principal executive offices at 20/th/ Floor, One
Magnificent Mile Building, San Miguel Avenue, Pasig City, Metro Manila,
Philippines and is incorporated under the laws of the Republic of the
Philippines. EAPRC is a holding company primarily engaged in the electric
generation business in Manila through its direct and indirect subsidiaries
using land and barge-based generating facilities. In December 2000, Phil
Holding wrote off its indirect investment in EAPRC. Phil Holding is in the
process of being dissolved.
East Asia Diesel Power Corporation (EADPC), a direct subsidiary of
EAPRC, which has its principal executive offices at 20/th/ Floor, One
Magnificent Mile Building, San Miguel Avenue, Pasig City, Metro Manila,
Philippines and is incorporated under the laws of the Republic of the
Philippines, owns and operates two oil-fired power generating barges with
an aggregate installed capacity of 109 MW. The barges are located within
National Power Corporation's primary load center in Navotas, Metro Manila,
Philippines.
Sunrise Power Company Inc. (SPCI), an indirect subsidiary of EAPRC,
which has its principal executive offices at 20/th/ Floor, One Magnificent
Mile Building, San Miguel Avenue, Pasig City, Metro Manila, Philippines and
is incorporated under the laws of the Republic of the Philippines, owns and
operates a 22.8 MW oil-fired power plant in Mariveles, Bataan, Philippines.
At the end of 2001, SPCI ceased operations.
Duracom Mobile Power Corporation (DMPC), an indirect subsidiary of
East Asia, which has its principal executive offices at 20/th/ Floor, One
Magnificent Mile Building, San Miguel Avenue, Pasig City, Metro Manila,
Philippines and is incorporated under the laws of the Republic of the
Page 10 of 13
Philippines, owns and operates two oil-fired power generating barges ("Dura
I" and "Dura II") with a total installed capacity of 133 MW. The barges are
located in Navotas, Metro Manila, Philippines.
In February 2001, EAPRC assigned all its interests in East Asia
Utilities Corporation (including Cebu Private Power Corporation) to a party
unrelated to the HEI.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company and description of the interest held.
HEI owns all of the issued and outstanding shares of common stock of
HEIPC. HEIPC owns all of the issued and outstanding shares of common stock
of International and HEIII.
International owns all of the issued and outstanding shares of common
stock of China II. China II owns 100% of the issued and outstanding shares
of UPP. UPP owns 75% of Tianjiao.
International owns all of the issued and outstanding shares of common
stock of Philippine Develop. Philippine Develop owns approximately 22% of
the common stock of CEPALCO.
HEIII owns all the issued and outstanding shares of common stock of
Phil Holding. Phil Holding owns 50% of EPHE. EPHE owns approximately 91.7%
of the common shares of EAPRC. EAPRC owns all the issued and outstanding
shares of common stock of EADPC. EADPC owns approximately 66.7% of SPCI and
40% of DMPC.
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other than the
EWG or foreign utility company.
As of December 31, 2001, HEI had invested, through HEIPC and its
subsidiaries, $25.1 million in connection with the Tianjiao project in
China, of which $9.4 million is reflected in equity in Tianjiao. As of
December 31, 2001, the investment had been written off. As of December 31,
2001, there were no intercompany borrowings by Tianjiao from HEI or any
other HEI system company. As of December 31, 2001, HEI had not directly or
indirectly guaranteed the securities of Tianjiao and there was no debt or
other financial obligation relating to Tianjiao for which there was
recourse against HEI or any other HEI system company (other than Tianjiao),
except for UPP's conditional nonrecourse commitment to invest an additional
586 million Renminbi (approximately $70 million) in Tianjiao. It is UPP's
position that the conditions to the nonrecourse commitment have not been,
and cannot now be, satisfied and it does not intend to make any further
investment in Tianjiao.
As of December 31, 2001, HEI had invested, through HEIPC and its
subsidiaries, $9.7 million in CEPALCO preferred and common stock of which
$2.7 million had been written off. As of December 31, 2001, there were no
intercompany borrowings by CEPALCO from HEI or any other HEI system
company. As of December 31, 2001, HEI had not directly or indirectly
guaranteed the securities of CEPALCO and there was no debt or other
financial obligation relating to CEPALCO for which there was recourse
against HEI or any other HEI system company (other than CEPALCO).
As of December 31, 2001, HEI had invested, through HEIPC and its
subsidiaries, $89.8 million in EAPRC and subsidiaries, of which $89.8
million had been recorded as operating losses or written off. As of
December 31, 2001, there were no intercompany borrowings by EAPRC or
EAPRC's subsidiaries from HEI or any other HEI system company. HEI has
indirectly
Page 11 of 13
guaranteed $10 million of EAPRC's and a subsidiary's loans, and the
potential payment obligation under this guaranty was accrued as of December
31, 2000, simultaneously with the write-off of the investment in EAPRC. In
the first quarter of 2001, HEI was partially released from the guaranty
obligation and HEI reversed $1.5 million ($0.9 million net of taxes) of the
$10 million accrued on December 31, 2000. HEI intends to pay the remaining
$8.5 million guaranty obligation.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
As of December 31, 2001, Tianjiao's capitalization (i.e., common stock
equity) was $10.7 million. For 2001 Tianjiao's net loss was $10.1 million.
As of December 31, 2001, the investment in CEPALCO preferred and
common stock was carried at $7.0 million. For 2001 Philippine Develop
received $0.3 million in dividend income. The HEIPC Group recognized an
impairment loss on the CEPALCO investment of approximately $2.7 million in
the third quarter of 2001.
As of December 31, 2001, the investment in EAPRC common stock was nil
as the investment was written off. For 2001, the Company's equity in losses
of EAPRC and subsidiaries was nil.
(e) Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
Tianjiao and CEPALCO have no service, sales or construction contracts
with any HEI affiliate. However, certain HEI affiliates provide general
management and other services to Tianjiao in connection with UPP's
obligations under the cooperative joint venture agreement. The HEI
affiliates receive no compensation for these services from Tianjiao.
Phil Holding performed no management services for EAPRC during 2001
and does not intend to perform any further contractual services.
Page 12 of 13
EXHIBIT A
Unaudited consolidating statements of income and retained earnings of
Hawaiian Electric Industries, Inc. and its subsidiary companies for the
calendar year 2001, together with an unaudited consolidating balance sheet
of Hawaiian Electric Industries, Inc. and its subsidiary companies as of
December 31, 2001, are attached hereto as Exhibit A.
Unaudited consolidating income and retained earnings information for
the calendar year 2001 for Hawaiian Electric Company, Inc. and its
subsidiary companies, for HEI Diversified, Inc. and its subsidiary company,
for American Savings Bank, F.S.B. and its subsidiary companies, and for
American Savings Investment Services Corp. and its subsidiary, together
with unaudited consolidating balance sheet information for said companies
and their respective subsidiaries as of December 31, 2001, are attached
hereto as Exhibits A-1 through A-4. Unaudited consolidating income,
retained earnings and balance sheet information for MPC and its
subsidiaries and HEIPC and its subsidiaries are not provided as they are
being accounted for as discontinued operations in HEI's consolidated
financial statements.
EXHIBIT B
The unaudited financial data schedules for HEI and its subsidiaries
and for HECO and its subsidiaries are attached hereto as Exhibit B.
The following organizational chart shows the relationship to other
system companies of each foreign utility company in which HEI has a direct
or indirect interest.
EXHIBIT C
HEI - HEIPC - International - China II - UPP - Tianjiao (UPP owns 75%)
HEI - HEIPC - International - Philippine Develop - CEPALCO (Philippine
Develop owns approximately 22% of the outstanding common shares)
HEI - HEIPC - HEIII - Phil Holding - EPHE (Phil Holding owns 50%) -
EAPRC (EPHE owns approximately 91.7%) - EADPC
- (1) SPCI (EADPC owns approximately 66.7%)
- (2) DMPC (EADPC owns 40%)
Page 13 of 13
Each of the above-named claimants has caused this statement to be duly
executed on its behalf by its duly authorized officers on this 26th day of
February 2002.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
Claimant
By /s/ Robert F. Clarke
---------------------------------
Robert F. Clarke
Chairman, President and
ATTEST: Chief Executive Officer
/s/ Peter C. Lewis By /s/ Robert F. Mougeot
----------------------------- ---------------------------------
Peter C. Lewis Robert F. Mougeot
Vice President-Administration Financial Vice President, Treasurer and
& Corporate Secretary Chief Financial Officer
HAWAIIAN ELECTRIC COMPANY, INC.
Claimant
By /s/ T. Michael May
---------------------------------
T. Michael May
ATTEST: President and
Chief Executive Officer
/s/ Molly M. Egged By /s/ Jackie M. Erickson
---------------------------- ---------------------------------
Molly M. Egged Jackie M. Erickson
Secretary Vice President - Customer Operations/
General Counsel
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Peter C. Lewis
Vice President-Administration & Corporate Secretary
Hawaiian Electric Industries, Inc.
P. O. Box 730
Honolulu, Hawaii 96808-0730
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Page 1 of 3) Page 1 of 7
December 31, 2001
(Unaudited)
(in thousands) Hawaiian
Hawaiian Electric HEI
Electric Company, Diversified, HEI HEI HEI
Industries, Inc. and Inc. and Investments, Properties, Leasing,
ASSETS Inc. subsidiaries subsidiary Inc. Inc. Inc.
--------------------------------------------- ----------- ------------ ------------- ------------ ----------- -----------
Cash and equivalents $ 19,155 1,858 426,870 880 6 $ 5
Notes receivable from affiliated companies 48,297 -- 662 1,404 940 --
Accounts receivable and unbilled revenues, net 1,832 137,147 26,381 2 1 --
Available-for-sale investment and
mortgage/asset-backed securities 15,610 -- 1,598,100 -- -- --
Available-for-sale mortgage/asset-backed
securities pledged for repurchase agreements -- -- 756,749 -- -- --
Held-to-maturity investment and
mortgage/asset-backed securities -- -- 84,211 -- -- --
Loans receivable, net -- -- 2,857,622 -- -- --
Property, plant and equipment, net 2,600 2,004,523 60,326 -- -- --
Regulatory assets -- 111,376 -- -- -- --
Other 27,536 134,834 117,623 48,378 3,166 --
Goodwill and other intangibles -- -- 101,947 -- -- --
Investments in subsidiaries, at equity 1,382,874 -- -- -- -- --
----------- ------------ ------------- ------------ ----------- -----------
$ 1,497,904 2,389,738 6,030,491 50,664 4,113 $ 5
=========== ============ ============= ============ =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------
Liabilities
Accounts payable $ 8,077 66,711 46,500 8 2 $ --
Deposit liabilities -- -- 3,679,586 -- -- --
Short-term borrowings 6,314 48,297 -- -- -- --
Securities sold under agreements to repurchase -- -- 683,180 -- -- --
Advances from Federal Home Loan Bank -- -- 1,032,752 -- -- --
Long-term debt 563,500 685,269 17,073 -- -- --
Deferred income taxes (10,337) 145,608 8,483 41,798 (116) --
Contributions in aid of construction -- 213,557 -- -- -- --
Other 685 218,849 75,293 (2,318) (175) --
----------- ------------ ------------- ------------ ----------- -----------
568,239 1,378,291 5,542,867 39,488 (289) --
----------- ------------ ------------- ------------ ----------- -----------
HEI- and HECO-obligated preferred securities of
trust subsidiaries directly or indirectly
holding solely HEI and HEI-guaranteed and
HECO and HECO-guaranteed subordinated
debentures -- 100,000 -- -- -- --
Preferred stock of subsidiaries-not subject to
mandatory redemption -- 34,293 113 -- -- --
----------- ------------ ------------- ------------ ----------- -----------
-- 134,293 113 -- -- --
----------- ------------ ------------- ------------ ----------- -----------
Stockholders' equity
Common stock 787,374 381,218 331,072 9,080 3,943 10
Retained earnings (deficit) 147,837 495,961 157,762 2,096 459 (5)
Accumulated other comprehensive loss (5,546) (25) (1,323) -- -- --
----------- ------------ ------------- ------------ ----------- -----------
929,665 877,154 487,511 11,176 4,402 5
----------- ------------ ------------- ------------ ----------- -----------
$ 1,497,904 2,389,738 6,030,491 50,664 4,113 $ 5
=========== ============ ============= ============ =========== ===========
Continued on next page.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Page 2 of 3) Page 2 of 7
December 31, 2001
(Unaudited)
(in thousands)
(Continued) Hawaiian
HEI HEI Electric
Pacific Energy District ProVision Hycap Preferred Industries
Conservation Cooling, Technologies, Management, Funding, Capital
ASSETS Services, Inc. Inc. Inc. Inc. LP Trust I
--------------------------------------------- -------------- ------------ ------------- ------------ ----------- -----------
Cash and equivalents $ 63 2 55 686 1,247 $ --
Notes receivable from affiliated companies 3 16 -- -- 120,073 --
Accounts receivable and unbilled revenues, net 9 -- 54 39 5 --
Available-for-sale investment and
mortgage/asset-backed securities -- -- -- -- -- --
Available-for-sale mortgage/asset-backed
securities pledged for repurchase agreements -- -- -- -- -- --
Held-to-maturity investment and
mortgage/asset-backed securities -- -- -- -- -- --
Loans receivable, net -- -- -- -- -- --
Property, plant and equipment, net -- -- 54 -- -- --
Regulatory assets -- -- -- -- -- --
Other -- -- 367 -- -- --
Goodwill and other intangibles -- -- -- -- -- --
Investments in subsidiaries, at equity -- -- -- 18,193 -- 103,093
----------- ------------ ------------- ------------ ----------- -----------
$ 75 18 530 18,918 121,325 $ 103,093
=========== ============ ============= ============ =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------
Liabilities
Accounts payable $ 3 -- -- -- 39 $ --
Deposit liabilities -- -- -- -- -- --
Short-term borrowings -- -- -- -- -- --
Securities sold under agreements to repurchase -- -- -- -- -- --
Advances from Federal Home Loan Bank -- -- -- -- -- --
Long-term debt -- -- -- -- -- --
Deferred income taxes -- -- -- -- -- --
Contributions in aid of construction -- -- -- -- -- --
Other 16 -- 46 (1) -- --
----------- ------------ ------------- ------------ ----------- -----------
19 -- 46 (1) 39 --
----------- ------------ ------------- ------------ ----------- -----------
HEI- and HECO-obligated preferred securities of
trust subsidiaries directly or indirectly
holding solely HEI and HEI-guaranteed and
HECO and HECO-guaranteed subordinated
debentures -- -- -- -- -- 100,000
Preferred stock of subsidiaries-not subject to
mandatory redemption -- -- -- -- -- --
----------- ------------ ------------- ------------ ----------- -----------
-- -- -- -- -- 100,000
----------- ------------ ------------- ------------ ----------- -----------
Stockholders' equity
Common stock 550 1,250 1,010 18,364 121,286 3,093
Retained earnings (deficit) (494) (1,232) (526) 555 -- --
Accumulated other comprehensive loss -- -- -- -- -- --
----------- ------------ ------------- ------------ ----------- -----------
56 18 484 18,919 121,286 3,093
----------- ------------ ------------- ------------ ----------- -----------
$ 75 18 530 18,918 121,325 $ 103,093
=========== ============ ============= ============ =========== ===========
Continued on next page.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Page 3 of 3) Page 3 of 7
December 31, 2001
(Unaudited)
(in thousands)
(Continued) HEI Power The Old Malama Pacific Reclassifi-
Corp. and Oahu Corp. and cations
Subsidiaries Tug subsidiaries and
(Discontinued Service, (Discontinued Eliminations
ASSETS operations) Inc. operations) Dr. (Cr.) Consolidated
--------------------------------------------- -------------- ------------ -------------- ------------ -------------
Cash and equivalents $ -- -- -- -- $ 450,827
Notes receivable from affiliated companies -- 3,289 -- (174,684) -
Accounts receivable and unbilled revenues, net -- 144 -- (1,490) 164,124
Available-for-sale investment and
mortgage/asset-backed securities -- -- -- -- 1,613,710
Available-for-sale mortgage/asset-backed
securities pledged for repurchase agreements -- -- -- -- 756,749
Held-to-maturity investment and
mortgage/asset-backed securities -- -- -- -- 84,211
Loans receivable, net -- -- -- -- 2,857,622
Property, plant and equipment, net -- -- -- -- 2,067,503
Regulatory assets -- -- -- -- 111,376
Other (14,501) -- (7,529) -- 309,874
Goodwill and other intangibles -- -- -- -- 101,947
Investments in subsidiaries, at equity -- -- -- (1,504,160) --
----------- ------------ ------------- ------------ -----------
$ (14,501) 3,433 (7,529) (1,680,334) $ 8,517,943
=========== ============ ============= ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------
Liabilities
Accounts payable $ -- -- -- 1,490 $ 119,850
Deposit liabilities -- -- -- -- 3,679,586
Short-term borrowings -- -- -- 54,611 --
Securities sold under agreements to repurchase -- -- -- -- 683,180
Advances from Federal Home Loan Bank -- -- -- -- 1,032,752
Long-term debt -- -- -- 120,073 1,145,769
Deferred income taxes -- -- -- -- 185,436
Contributions in aid of construction -- -- -- -- 213,557
Other -- 1,347 -- -- 293,742
----------- ------------ ------------- ------------ -----------
-- 1,347 -- 176,174 7,353,872
----------- ------------ ------------- ------------ -----------
HEI- and HECO-obligated preferred securities of
trust subsidiaries directly or indirectly
holding solely HEI and HEI-guaranteed and
HECO and HECO-guaranteed subordinated
debentures -- -- -- -- 200,000
Preferred stock of subsidiaries-not subject to
mandatory redemption -- -- -- -- 34,406
----------- ------------ ------------- ------------ -----------
-- -- -- -- 234,406
----------- ------------ ------------- ------------ -----------
Stockholders' equity
Common stock 134,050 2,443 39,475 1,046,844 787,374
Retained earnings (deficit) (148,551) (357) (47,004) 458,664 147,837
Accumulated other comprehensive loss -- -- -- (1,348) (5,546)
----------- ------------ ------------- ------------ -----------
(14,501) 2,086 (7,529) 1,504,160 929,665
----------- ------------ ------------- ------------ -----------
$ (14,501) 3,433 (7,529) 1,680,334 $ 8,517,943
=========== ============ ============= ============ ===========
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income (Page 1 of 3) Page 4 of 7
Year ended December 31, 2001
(Unaudited)
(in thousands)
Hawaiian
Hawaiian Electric HEI
Electric Company, Diversified, HEI HEI HEI
Industries, Inc. and Inc. and Investments, Properties, Leasing,
Inc. subsidiaries subsidiary Inc. Inc Inc.
--------------- -------------- -------------- --------------- ------------- ---------
Revenues
Electric utility $ - 1,289,304 - - - $ -
Bank - - 444,602 - - -
Other (5,338) - 891 1,911 (1,900) -
Equity in net income of subsidiaries 143,730 - - - - -
-------------- ------------ ----------- ----------- ------------ --------
138,392 1,289,304 445,493 1,911 (1,900) -
-------------- ------------ ----------- ----------- ------------ --------
Expenses
Electric utility - 1,095,359 - - - -
Bank - - 362,503 - - -
Other 12,000 - 133 83 51 3
-------------- ------------ ----------- ----------- ------------ --------
12,000 1,095,359 362,636 83 51 3
-------------- ------------ ----------- ----------- ------------ --------
Operating income (loss)
Electric utility - 193,945 - - - -
Bank - - 82,099 - - -
Other 126,392 - 758 1,828 (1,951) (3)
-------------- ------------ ----------- ----------- ------------ --------
126,392 193,945 82,857 1,828 (1,951) (3)
-------------- ------------ ----------- ----------- ------------ --------
Interest expense-other than bank (43,539) (47,056) (1,427) (19) - -
Allowance for borrowed funds
used during construction - 2,258 - - - -
Preferred stock dividends of
subsidiaries - (915) (11) - - -
Preferred securities distributions of
trust subsidiaries - (7,675) - - - -
Allowance for equity funds used
during construction - 4,239 - - - -
-------------- ------------ ----------- ----------- ------------ --------
Income (loss) before income taxes
and pfd. stock dividends and
pfd. securities distributions 82,853 144,796 81,419 1,809 (1,951) (3)
Income tax expense (benefit) (24,893) 55,416 27,678 279 (969) -
-------------- ------------ ----------- ----------- ------------ --------
Income (loss) before pfd. stock
dividends and pfd. securities
distributions 107,746 89,380 53,741 1,530 (982) (3)
Preferred stock dividends of parent - 1,080 - - - -
Preferred securities distributions - - - - - -
-------------- ------------ ----------- ----------- ------------ --------
Income (loss) from continuing
operations 107,746 88,300 53,741 1,530 (982) (3)
Income (loss) from discontinued
operations (24,041) - - - - -
-------------- ------------ ----------- ----------- ------------ --------
Net income (loss) $ 83,705 88,300 53,741 1,530 (982) $ (3)
============== ============ =========== =========== ============ ========
Continued on next page.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income (Page 2 of 3) Page 5 of 7
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Pacific Hawaiian
Energy HEI HEI Electric
Conservation District ProVision Hycap Preferred Industries
Services, Cooling, Technologies, Management, Funding, Capital
Inc. Inc. Inc. Inc. LP Trust I
--------------- ----------- --------------- ------------- ---------- -------------
Revenues
Electric utility $ - - - - - $ -
Bank - - - - - -
Other 128 333 16 10,090 -
Equity in net income of subsidiaries - - - 1,471 - 8,619
--------------- ---------- ------------ ----------- --------- ----------
128 - 333 1,487 10,090 8,619
--------------- ---------- ------------ ----------- --------- ----------
Expenses
Electric utility - - - - - -
Bank - - - - - -
Other 176 1 557 50 - -
--------------- ---------- ------------ ----------- --------- ----------
176 1 557 50 - -
--------------- ---------- ------------ ----------- --------- ----------
Operating income (loss)
Electric utility - - - - - -
Bank - - - - - -
Other (48) (1) (224) 1,437 10,090 8,619
--------------- ---------- ------------ ----------- --------- ----------
(48) (1) (224) 1,437 10,090 8,619
--------------- ---------- ------------ ----------- --------- ----------
Interest expense-other than bank - - - - - -
Allowance for borrowed funds
used during construction - - - - - -
Preferred stock dividends of
subsidiaries - - - - - -
Preferred securities distributions of
trust subsidiaries - - - - - -
Allowance for equity funds used
during construction - - - - - -
--------------- ---------- ------------ ----------- --------- ----------
Income (loss) before income taxes
and pfd. stock dividends and
pfd. securities distributions (48) (1) (224) 1,437 10,090 8,619
Income tax expense (benefit) - - - 503 - -
--------------- ---------- ------------ ----------- --------- ----------
Income (loss) before pfd. stock
dividends and pfd. securities
distributions (48) (1) (224) 934 10,090 8,619
Preferred stock dividends of parent - - - - - -
Preferred securities distributions - - - - - 8,360
--------------- ---------- ------------ ----------- --------- ----------
Income (loss) from continuing
operations (48) (1) (224) 934 10,090 259
Income (loss) from discontinued
operations - - - - - -
--------------- ---------- ------------ ----------- --------- ----------
Net income (loss) $ (48) (1) (224) 934 10,090 $ 259
=============== ========== ============ =========== ========= ==========
Continued on next page.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income (Page 3 of 3) Page 6 of 7
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Malama
HEI Power The Old Pacific
Corp. and Oahu Corp. and Reclassifications
subsidiaries Tug subsidiaries and
(Discontinued Service, (Discontinued Eliminations
operations) Inc. operations) Dr. (Cr.) Consolidated
---------------- ----------- --------------- ------------------- --------------
Revenues
Electric utility $ - - - - $ 1,289,304
Bank - - - - 444,602
Other - 689 - 13,449 (6,629)
Equity in net income of subsidiaries - - - 153,820 -
---------------- ----------- --------------- ------------------- -------------
- 689 - 167,269 1,727,277
---------------- ----------- --------------- ------------------- -------------
Expenses
Electric utility - - - - 1,095,359
Bank - - - - 362,503
Other - 322 - (134) 13,242
---------------- ----------- --------------- ------------------- -------------
- 322 - (134) 1,471,104
---------------- ----------- --------------- ------------------- -------------
Operating income (loss)
Electric utility - - - - 193,945
Bank - - - - 82,099
Other - 367 - 167,135 (19,871)
---------------- ----------- --------------- ------------------- -------------
- 367 - 167,135 256,173
---------------- ----------- --------------- ------------------- -------------
Interest expense-other than bank - - - (13,315) (78,726)
Allowance for borrowed funds
used during construction - - - - 2,258
Preferred stock dividends of subsidiaries - - - 1,080 (2,006)
Preferred securities distributions of
trust subsidiaries - - - 8,360 (16,035)
Allowance for equity funds used
during construction - - - - 4,239
---------------- ----------- --------------- ------------------- -------------
Income (loss) before income taxes
and pfd. stock dividends and
pfd. securities distributions - 367 - 163,260 165,903
Income tax expense (benefit) - 143 - - 58,157
---------------- ----------- --------------- ------------------- -------------
Income (loss) before pfd. stock dividends
and pfd. securities distributions - 224 - 163,260 107,746
Preferred stock dividends of parent - - - (1,080) -
Preferred securities distributions - - - (8,360) -
---------------- ----------- --------------- ------------------- -------------
Income (loss) from continuing operations - 224 - 153,820 107,746
Income (loss) from discontinued operations (38,259) - - (38,259) (24,041)
---------------- ----------- --------------- ------------------- -------------
Net income (loss) $ (38,259) 224 - 115,561 $ 83,705
================ =========== =============== =================== =============
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES Exhibit A
Consolidating Statement of Retained Earnings Page 7 of 7
Year ended December 31, 2001
(Unaudited)
(in thousands)
Hawaiian
Hawaiian Electric HEI
Electric Company, Diversified, HEI HEI HEI
Industries, Inc. and Inc. and Investments, Properties, Leasing,
Inc. subsidiaries subsidiary Inc. Inc. Inc.
-------------- ------------- ------------ ------------ ----------- ----------
Retained earnings (deficit), beginning
of year $ 147,324 443,970 129,697 566 1,441 $ (2)
Net income (loss) 83,705 88,300 53,741 1,530 (982) (3)
Distributions of HEI Preferred
Funding, LP - - - - - -
Common stock dividends (83,192) (36,309) (25,676) - - -
---------- ----------- --------- -------- ------ --------
Retained earnings (deficit), end of
year $ 147,837 495,961 157,762 2,096 459 $ (5)
========== =========== ========= ======== ====== ========
Continued below.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Pacific Hawaiian
Energy HEI HEI Electric
Conservation District ProVision Hycap Preferred Industries
Services, Cooling, Technologies, Management, Funding, Capital
Inc. Inc. Inc. Inc. LP Trust I
----------- --------- ------------ ----------- ---------- ----------
Retained earnings (deficit), beginning
of year $ (446) (1,231) (302) 321 - $ -
Net income (loss) (48) (1) (224) 934 10,090 259
Distributions of HEI Preferred
Funding, LP - - - - (10,090) -
Common stock dividends - - - (700) - (259)
---------- -------- ------------ ----------- ---------- -----------
Retained earnings (deficit), end of
year $ (494) (1,232) (526) 555 - $ -
========== ======== ============ =========== ========== ===========
Continued below.
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
HEI Power Malama Pacific
Corp. and The Old Corp. and Reclassifications
subsidiaries Oahu Tug subsidiaries and
(Discontinued Service, (Discontinued Eliminations
operations) Inc. operations) Dr. (Cr.) Consolidated
------------- ----------- --------------- ----------------- ------------
Retained earnings (deficit),
beginning of year $ (110,292) 9,378 (47,004) 426,096 $ 147,324
Net income (loss) (38,259) 224 - 115,561 83,705
Distributions of HEI Preferred
Funding, LP - - - (10,090) -
Common stock dividends - (9,959) - (72,903) (83,192)
------------ --------- ------------- --------------- ------------
Retained earnings (deficit), end of
year $ (148,551) (357) (47,004) 458,664 $ 147,837
============ ========= ============= =============== ============
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES Exhibit A-1
Consolidating Schedule - Balance Sheet Information (Page 1 of 2) Page 1 of 5
December 31, 2001
(Unaudited)
(in thousands)
Hawaii
Hawaiian Electric Maui
Electric Light Electric
Company, Company, Company,
ASSETS Inc. Inc. Limited
------------------------------------------------- -------------- ------------- ------------
Cash and equivalents $ 9 1,282 $ 567
Notes receivable from affiliated companies 12,600 - 7,000
Accounts receivable and unbilled revenues, net 93,836 22,996 21,049
Property, plant and equipment, net 1,229,061 400,374 375,088
Regulatory assets 76,153 18,376 16,847
Other 93,209 17,937 23,688
Investments in subsidiaries, at equity 341,186 - -
-------------- ---------- ------------
$ 1,846,054 460,965 $ 444,239
============== ========== ============
LIABILITIES AND
STOCKHOLDER'S EQUITY
-------------------------------------------------
Liabilities
Accounts payable $ 42,524 11,806 $ 11,431
Short-term borrowings 55,297 12,600 -
Long-term debt 470,768 145,962 171,631
Deferred income taxes 123,097 11,984 10,527
Contributions in aid of construction 134,898 53,312 25,347
Other 120,023 52,646 47,864
-------------- ---------- ------------
946,607 288,310 266,800
-------------- ---------- ------------
HECO-obligated mandatorily redeemable trust
preferred securities of subsidiary trusts holding
solely HECO and HECO-guaranteed debentures - - -
Preferred stock-not subject to
mandatory redemption 22,293 7,000 5,000
-------------- ---------- ------------
22,293 7,000 5,000
-------------- ---------- ------------
Stockholder's equity
Common stock 381,218 99,965 94,257
Retained earnings 495,961 65,690 78,182
Accumulated other comprehensive loss (25) - -
-------------- ---------- ------------
877,154 165,655 172,439
-------------- ---------- ------------
$ 1,846,054 460,965 $ 444,239
============== ========== ============
Continued on next page.
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES Exhibit A-1
Consolidating Schedule - Balance Sheet Information (Page 2 of 2) Page 2 of 5
December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
HECO HECO and
Capital Capital Eliminations
ASSETS Trust I Trust II Dr. (Cr.) Consolidated
------------------------------------------------ -------------- ------------- ------------- ---------------
Cash and equivalents $ - - - $ 1,858
Notes receivable from affiliated companies 51,546 51,546 (122,692) -
Accounts receivable and unbilled revenues, net - - (734) 137,147
Property, plant and equipment, net - - - 2,004,523
Regulatory assets - - - 111,376
Other - - - 134,834
Investments in subsidiaries, at equity - - (341,186) -
-------------- ------------- ------------- ---------------
$ 51,546 51,546 (464,612) $ 2,389,738
============== ============= ============= ===============
LIABILITIES AND
STOCKHOLDER'S EQUITY
------------------------------------------------
Liabilities
Accounts payable $ - - (950) $ 66,711
Short-term borrowings - - 19,600 48,297
Long-term debt - - 103,092 685,269
Deferred income taxes - - - 145,608
Contributions in aid of construction - - - 213,557
Other - - 1,684 218,849
-------------- ------------- ------------- ---------------
- - 123,426 1,378,291
-------------- ------------- ------------- ---------------
HECO-obligated mandatorily redeemable trust
preferred securities of subsidiary trusts holding
solely HECO and HECO-guaranteed debentures 50,000 50,000 - 100,000
Preferred stock-not subject to mandatory
redemption - - - 34,293
-------------- ------------- ------------- ---------------
50,000 50,000 - 134,293
-------------- ------------- ------------- ---------------
Stockholder's equity
Common stock 1,546 1,546 197,314 381,218
Retained earnings - - 143,872 495,961
Accumulated other comprehensive loss - - - (25)
-------------- ------------- ------------- ---------------
1,546 1,546 341,186 877,154
-------------- ------------- ------------- ---------------
$ 51,546 51,546 464,612 $ 2,389,738
============== ============= ============= ===============
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES Exhibit A-1
Consolidating Schedule - Income Information (Page 1 of 2) Page 3 of 5
Year ended December 31, 2001
(Unaudited)
(in thousands)
Hawaii
Hawaiian Electric Maui
Electric Light Electric
Company, Company, Company,
Inc. Inc. Limited
---------------- ---------------- ----------------
Revenues
Electric utility $ 890,293 194,440 $ 205,517
Equity in net income of subsidiaries 31,097 - -
---------------- ---------------- ----------------
921,390 194,440 205,517
Expenses-Electric utility 766,705 162,655 165,999
---------------- ---------------- ----------------
Operating income 154,685 31,785 39,518
Interest expense (34,935) (10,385) (10,594)
Allowance for borrowed funds used
during construction 1,883 174 201
Preferred stock dividends of subsidiaries - - -
Preferred securities distributions of trust
subsidiaries - - -
Allowance for equity funds used during
construction 3,506 286 447
---------------- ---------------- ----------------
Income before income tax expense and
preferred stock dividends 125,139 21,860 29,572
Income taxes 35,759 8,349 11,308
---------------- ---------------- ----------------
Income before preferred stock dividends 89,380 13,511 18,264
Preferred stock dividends 1,080 534 381
---------------- ---------------- ----------------
Net income $ 88,300 12,977 $ 17,883
================ ================ ================
Continued on next page.
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES Exhibit A-1
Consolidating Schedule - Income Information (Page 2 of 2) Page 4 of 5
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
HECO HECO and
Capital Capital Eliminations
Trust I Trust II Dr. (Cr.) Consolidated
-------------- -------------- --------------- ----------------
Revenues
Electric utility $ 4,149 3,763 8,858 $ 1,289,304
Equity in net income of subsidiaries - - 31,097 -
-------------- -------------- --------------- ----------------
4,149 3,763 39,955 1,289,304
Expenses--Electric utility - - - 1,095,359
-------------- -------------- --------------- ----------------
Operating income 4,149 3,763 39,955 193,945
Interest expense - - (8,858) (47,056)
Allowance for borrowed funds used
during construction - - - 2,258
Preferred stock dividends of subsidiaries - - 915 (915)
Preferred securities distributions of
trust subsidiaries (4,025) (3,650) - (7,675)
Allowance for equity funds used
during construction - - - 4,239
-------------- -------------- --------------- ----------------
Income before income tax expense and
preferred stock dividends 124 113 32,012 144,796
Income taxes - - - 55,416
-------------- -------------- --------------- ----------------
Income before preferred stock dividends 124 113 32,012 89,380
Preferred stock dividends - - (915) 1,080
-------------- -------------- --------------- ----------------
Net income $ 124 113 31,097 $ 88,300
============== ============== =============== ================
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES Exhibit A-1
Consolidating Schedule - Retained Earnings Information Page 5 of 5
Year ended December 31, 2001
(Unaudited)
(in thousands)
Hawaii
Hawaiian Electric Maui
Electric Light Electric
Company, Company, Company,
Inc. Inc. Limited
------------- -------------- -------------
Retained earnings, beginning of year $ 443,970 62,962 $ 73,586
Net income 88,300 12,977 17,883
Common stock dividends (36,309) (10,249) (13,287)
------------ -------------- -------------
Retained earnings, end of year $ 495,961 65,690 $ 78,182
============ ============== =============
Continued below.
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES
Consolidating Schedule - Retained Earnings Information
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
HECO HECO And
Capital Capital Eliminations
Trust I Trust II Dr. (Cr.) Consolidated
------------- -------------- -------------- ----------------
Retained earnings, beginning of year $ - - 136,548 $ 443,970
Net income 124 113 31,097 88,300
Common stock dividends (124) (113) (23,773) (36,309)
------------- -------------- -------------- ----------------
Retained earnings, end of year $ - - 143,872 $ 495,961
============= ============== ============== ================
HEI DIVERSIFIED, INC. AND SUBSIDIARY Exhibit A-2
Consolidating Schedule - Balance Sheet Information Page 1 of 2
December 31, 2001
(Unaudited)
(in thousands)
American Reclassifi-
Savings cations
HEI Bank, and
Diversified, F.S.B. and Eliminations
ASSETS Inc. subsidiaries Dr. (Cr.) Consolidated
---------------------------------------------------- ---------------- ---------------- ---------------- ----------------
Cash and equivalents $ 1,275 425,595 - $ 426,870
Notes receivable from affiliated companies 662 - - 662
Accounts receivable and
unbilled revenues, net 1 26,380 - 26,381
Available-for-sale investment and
mortgage/asset-backed securities - 1,598,100 - 1,598,100
Available-for-sale mortgage/asset-backed
securities pledged for repurchase agreements - 756,749 - 756,749
Held-to-maturity investment and
mortgage/asset-backed securities - 84,211 - 84,211
Loans receivable, net - 2,857,622 - 2,857,622
Property, plant and equipment, net - 60,326 - 60,326
Other 20,401 100,518 (3,296) 117,623
Goodwill and other intangibles - 101,947 - 101,947
Investment in subsidiary, at equity 482,027 - (482,027) -
---------------- ---------------- ---------------- ----------------
$ 504,366 6,011,448 (485,323) $ 6,030,491
================ ================ ================ ================
LIABILITIES AND
STOCKHOLDER'S EQUITY
----------------------------------------------------
Liabilities
Accounts payable $ 159 46,341 - $ 46,500
Deposit liabilities - 3,679,586 - 3,679,586
Securities sold under agreements to repurchase - 683,180 - 683,180
Advances from Federal Home Loan Bank - 1,032,752 - 1,032,752
Long-term debt 17,073 - - 17,073
Deferred income taxes (586) 9,069 - 8,483
Other 209 75,084 - 75,293
---------------- ---------------- ---------------- ----------------
16,855 5,526,012 - 5,542,867
---------------- ---------------- ---------------- ----------------
Preferred stock of savings bank subsidiary - 113 - 113
Minority interests - 3,296 3,296 -
Stockholder's equity
Preferred stock - 75,000 75,000 -
Common stock 331,072 242,786 242,786 331,072
Retained earnings 157,762 165,564 165,564 157,762
Accumulated other comprehensive loss (1,323) (1,323) (1,323) (1,323)
---------------- ---------------- ---------------- ----------------
487,511 482,027 482,027 487,511
---------------- ---------------- ---------------- ----------------
$ 504,366 6,011,448 485,323 $ 6,030,491
================ ================ ================ ================
HEI DIVERSIFIED, INC. AND SUBSIDIARY Exhibit A-2
Consolidating Schedule - Income Information Page 2 of 2
Year ended December 31, 2001
(Unaudited)
(in thousands)
American Reclassifi-
Savings cations
HEI Bank, and
Diversified, F.S.B. and Eliminations
Inc. subsidiaries Dr. (Cr.) Consolidated
---------------- ---------------- ---------------- ----------------
Revenues
Bank $ - 444,602 - $ 444,602
Other 6,291 - 5,400 891
Equity in net income of subsidiary/
minority interest 48,744 (213) 48,531 -
---------------- ---------------- ---------------- ----------------
55,035 444,389 53,931 445,493
---------------- ---------------- ---------------- ----------------
Expenses
Bank - 362,503 - 362,503
Other 133 - - 133
---------------- ---------------- ---------------- ----------------
133 362,503 - 362,636
---------------- ---------------- ---------------- ----------------
Operating income
Bank - 82,099 - 82,099
Other 54,902 (213) 53,931 758
---------------- ---------------- ---------------- ----------------
54,902 81,886 53,931 82,857
Interest expense-other than bank (1,427) - - (1,427)
Preferred stock dividends of subsidiaries - - 11 (11)
---------------- ---------------- ---------------- ----------------
Income before income taxes and
preferred stock dividends 53,475 81,886 53,942 81,419
Income tax expense (benefit) (266) 27,944 - 27,678
---------------- ---------------- ---------------- ----------------
Income before preferred stock dividends 53,741 53,942 53,942 53,741
Preferred stock dividends - 5,411 (5,411) -
---------------- ---------------- ---------------- ----------------
Net income $ 53,741 48,531 48,531 $ 53,741
================ ================ ================ ================
HEI DIVERSIFIED, INC. AND SUBSIDIARY
Consolidating Schedule - Retained Earnings Information
Year ended December 31, 2001
(Unaudited)
(in thousands)
American Reclassifi-
Savings cations
HEI Bank, and
Diversified, F.S.B. and Eliminations
Inc. subsidiaries Dr. (Cr.) Consolidated
---------------- ---------------- ---------------- ----------------
Retained earnings, beginning of year $ 129,697 138,709 138,709 $ 129,697
Net income 53,741 48,531 48,531 53,741
Common stock dividends (25,676) (21,676) (21,676) (25,676)
---------------- ---------------- ---------------- ----------------
Retained earnings, end of year $ 157,762 165,564 165,564 $ 157,762
================ ================ ================ ================
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES Exhibit A-3
Consolidating Schedule - Balance Sheet Information (Page 1 of 2) Page 1 of 4
December 31, 2001
(Unaudited)
(in thousands)
American
American Savings AdCom-
Savings Investment ASB muni
Bank, Services Service cations,
ASSETS F.S.B. Corp. Corporation Inc.
---------------------------------------------- ------------- ---------------- ----------------- ---------------
Cash and equivalents $ 372,375 3,255 9 $ 417
Accounts receivable and
unbilled revenues, net 17,993 - - -
Available-for-sale investment and
mortgage/asset-backed securities 1,037,262 - - -
Available-for-sale mortgage/asset-backed
securities pledged for repurchase
agreements 756,749 - - -
Held-to-maturity investment and
mortgage/asset-backed securities 84,211 - - -
Loans receivable, net 1,723,776 - - -
Property, plant and equipment, net 60,041 262 23 -
Other 100,874 1,088 - 7
Goodwill and other intangibles 100,937 1,010 - -
Investments in subsidiaries, at equity 1,836,773 - - -
------------ ------------ -------------- --------------
$ 6,090,991 5,615 32 $ 424
============ ============ ============== ==============
LIABILITIES AND
STOCKHOLDER'S EQUITY
----------------------------------------------
Liabilities
Accounts payable $ 47,931 1,035 - $ -
Deposit liabilities 3,754,132 - - -
Securities sold under agreements to
repurchase 683,180 - - -
Advances from Federal Home Loan Bank 1,032,752 - - -
Deferred income taxes 9,177 (108) - -
Other 74,030 1,050 - 4
------------ ------------ -------------- --------------
5,601,202 1,977 - 4
------------ ------------ -------------- --------------
Preferred stock of savings bank subsidiary - - - -
Minority interests - - - -
Stockholder's equity
Preferred stock 75,000 - - -
Common stock 242,786 2,010 309 61
Retained earnings (deficit) 165,564 1,628 (277) 359
Accumulated other comprehensive income (loss) 6,439 - -
------------ ------------ -------------- --------------
489,789 3,638 32 420
------------ ------------ -------------- --------------
$ 6,090,991 5,615 32 $ 424
============ ============ ============== ==============
Continued on next page.
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES Exhibit A-3
Consolidating Schedule - Balance Sheet Information (Page 2 of 2) Page 2 of 4
December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
American and
ASB Savings Elimi-
Realty Mortgage nations Consoli-
ASSETS Corporation Co., Inc. Dr. (Cr.) dated
------------------------------------------ ----------------- --------------- ---------------- -------------
Cash and equivalents $ 126,698 6 (77,165) $ 425,595
Accounts receivable and
unbilled revenues, net 8,387 - - 26,380
Available-for-sale investment and
mortgage/asset-backed securities 560,838 - - 1,598,100
Available-for-sale mortgage/asset-backed
securities pledged for repurchase
agreements - - - 756,749
Held-to-maturity investment and
mortgage/asset-backed securities - - - 84,211
Loans receivable, net 1,133,846 - - 2,857,622
Property, plant and equipment, net - - - 60,326
Other 3,017 - (4,468) 100,518
Goodwill and other intangibles - - - 101,947
Investments in subsidiaries, at equity - - (1,836,773) -
---------------- ------------- -------------- -------------
$ 1,832,786 6 (1,918,406) $ 6,011,448
================ ============= ============== =============
LIABILITIES AND
STOCKHOLDER'S EQUITY
------------------------------------------
Liabilities
Accounts payable $ 4,462 - 7,087 $ 46,341
Deposit liabilities - - 74,546 3,679,586
Securities sold under agreements to
repurchase - - - 683,180
Advances from Federal Home Loan Bank - - - 1,032,752
Deferred income taxes - - - 9,069
Other - - - 75,084
---------------- ------------- -------------- -------------
4,462 - 81,633 5,526,012
---------------- ------------- -------------- -------------
Preferred stock of savings bank subsidiary 187,999 187,886 113
Minority interests - - (3,296) 3,296
Stockholder's equity
Preferred stock - - - 75,000
Common stock 1,653,720 6 1,656,106 242,786
Retained earnings (deficit) (5,633) - (3,923) 165,564
Accumulated other comprehensive income (loss) (7,762) - - (1,323)
---------------- ------------- -------------- -------------
1,640,325 6 1,652,183 482,027
---------------- ------------- -------------- -------------
$ 1,832,786 6 1,918,406 $ 6,011,448
================ ============= ============== =============
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES Exhibit A-3
Consolidating Schedule - Income (Loss) Information Page 3 of 4
Year ended December 31, 2001
(Unaudited)
(in thousands)
American
American Savings AdCom-
Savings Investment ASB muni
Bank, Services Service cations,
F.S.B. Corp. Corporation Inc.
------------ ------------- -------------- ------------
Revenues
Bank $ 332,653 8,516 1 $ 61
Equity in net income of subsidiaries/
minority interest 107,096 - - -
------------- ------------ ------------- ------------
439,749 8,516 1 61
Expenses-Bank 358,687 6,752 33 50
------------- ------------ ------------- ------------
Operating income (loss) 81,062 1,764 (32) 11
Income taxes 27,131 809 - 4
------------- ------------ ------------- ------------
Income (loss) before preferred stock dividends 53,931 955 (32) 7
Preferred stock dividends 5,400 - - -
------------- ------------ ------------- ------------
Net income (loss) $ 48,531 955 (32) $ 7
============= ============ ============= ============
Continued below.
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES
Consolidating Schedule - Income (Loss) Information
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
American and
ASB Savings Elimi-
Realty Mortgage nations
Corporation Co., Inc. Dr. (Cr.) Consolidated
------------- ------------- -------------- -------------
Revenues
Bank $ 132,163 - 28,792 444,602
Equity in net income of subsidiaries/
minority interest - - 107,309 (213)
------------- ------------- -------------- -------------
132,163 - 136,101 444,389
Expenses-Bank 2,163 - (5,182) 362,503
------------- ------------- -------------- -------------
Operating income (loss) 130,000 - 130,919 81,886
Income taxes - - - 27,944
------------- ------------- -------------- -------------
Income (loss) before preferred stock dividends 130,000 - 130,919 53,942
Preferred stock dividends 23,621 - (23,610) 5,411
------------- ------------- -------------- -------------
Net income (loss) $ 106,379 - 107,309 48,531
============= ============= ============== =============
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES Exhibit A-3
Consolidating Schedule - Retained Earnings (Deficit) Information Page 4 of 4
Year ended December 31, 2001
(Unaudited)
(in thousands)
American
American Savings AdCom-
Savings Investment ASB muni
Bank, Services Service cations,
F.S.B. Corp. Corporation Inc.
------------- ------------- ------------- ------------
Retained earnings (deficit),
beginning of year $ 138,510 1,623 (245) $ 352
Net income (loss) 48,531 955 (32) 7
Market value adjustment 199 - - -
Common stock dividends (21,676) (950) - -
------------- ------------- ------------- ------------
Retained earnings (deficit), end of year $ 165,564 1,628 (277) $ 359
============= ============= ============= ============
Continued below.
AMERICAN SAVINGS BANK, F.S.B. AND SUBSIDIARIES
Consolidating Schedule - Retained Earnings (Deficit) Information
Year ended December 31, 2001
(Unaudited)
(in thousands)
(Continued)
Reclassifi-
cations
American and
ASB Savings Elimi-
Realty Mortgage nations
Corporation Co., Inc. Dr. (Cr.) Consolidated
------------- ------------- ------------- --------------
Retained earnings (deficit),
beginning of year $ (5,149) - (3,618) $ 138,709
Net income (loss) 106,379 - 107,309 48,531
Market value adjustment - - 199 -
Common stock dividends (106,863) - (107,813) (21,676)
------------- ------------- ------------- --------------
Retained earnings (deficit), end of year $ (5,633) - (3,923) $ 165,564
============= ============= ============= ==============
AMERICAN SAVINGS INVESTMENT SERVICES CORP. AND SUBSIDIARY Exhibit A-4
Consolidating Schedule - Balance Sheet Information Page 1 of 2
December 31, 2001
(Unaudited)
(in thousands)
American Bishop Reclassifi-
Savings Insurance cations
Investment Agency and
Services of Hawaii, Eliminations
ASSETS Corp. Inc. Dr. (Cr.) Consolidated
---------------------------------------- ------------ ------------- -------------- ----------------
Cash and equivalents $ 2,252 1,003 - $ 3,255
Property, plant and equipment, net 142 120 - 262
Other 460 628 - 1,088
Goodwill and other intangibles - 1,010 - 1,010
Investment in subsidiary, at equity 1,757 - (1,757) -
----------- ----------- ----------- ------------
$ 4,611 2,761 (1,757) $ 5,615
=========== =========== =========== ============
LIABILITIES AND
STOCKHOLDER'S EQUITY
----------------------------------------
Liabilities
Accounts payable $ 41 994 - $ 1,035
Deferred income taxes - (108) - (108)
Other 932 118 - 1,050
----------- ----------- ----------- ------------
973 1,004 - 1,977
----------- ----------- ----------- ------------
Stockholder's equity
Common stock 2,010 2,000 2,000 2,010
Retained earnings (deficit) 1,628 (243) (243) 1,628
----------- ----------- ----------- ------------
3,638 1,757 1,757 3,638
----------- ----------- ----------- ------------
$ 4,611 2,761 1,757 $ 5,615
=========== =========== =========== ============
AMERICAN SAVINGS INVESTMENT SERVICES CORP. AND SUBSIDIARY Exhibit A-4
Consolidating Schedule - Income Information Page 2 of 2
Year ended December 31, 2001
(Unaudited)
(in thousands)
American Bishop Reclassifi-
Savings Insurance cations
Investment Agency and
Services of Hawaii, Eliminations
Corp. Inc. Dr. (Cr.) Consolidated
------------ ----------- ------------ ---------------
Revenues
Bank $ 5,796 2,720 - $ 8,516
Equity in net loss of subsidiary (243) - (243) -
--------- ----------- ------------ --------------
5,553 2,720 (243) 8,516
Expenses-Bank 3,789 2,963 - 6,752
--------- ----------- ------------ --------------
Operating income (loss) 1,764 (243) (243) 1,764
Income taxes 809 - - 809
--------- ----------- ------------ --------------
Net income (loss) $ 955 (243) (243) $ 955
========= =========== ============ ==============
AMERICAN SAVINGS INVESTMENT SERVICES CORP. AND SUBSIDIARY
Consolidating Schedule - Retained Earnings Information
Year ended December 31, 2001
(Unaudited)
(in thousands)
American Bishop Reclassifi-
Savings Insurance cations
Investment Agency and
Services of Hawaii, Eliminations
Corp. Inc. Dr. (Cr.) Consolidated
---------- ---------- ------------- -------------
Retained earnings, beginning of
year $ 1,623 - - $ 1,623
Acquisition of Bishop Insurance
Agency of Hawaii, Inc. - 2,587 2,587 -
Return of capital - (587) (587) -
Net income (loss) 955 (243) (243) 955
Common stock dividends (950) - - (950)
---------- ---------- ------------ ------------
Retained earnings, end of year $ 1,628 1,757 1,757 $ 1,628
========== ========== ============ ============
Exhibit B
Page 1 of 1
HAWAIIAN ELECTRIC INDUSTRIES, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
(Unaudited)
(in thousands)
Item No. Year ended December 31, 2001
----------- -----------------------------------------------------
1 Total Assets (at December 31)......... $8,517,943
2 Total Operating Revenues.............. 1,727,277
3 Net Income............................ 83,705
HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
(Unaudited)
(in thousands)
Item No. Year ended December 31, 2001
----------- ------------------------------------------------------
1 Total Assets (at December 31)......... $2,389,738
2 Total Operating Revenues.............. 1,289,304
3 Net Income............................ 88,300