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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2003

 

OR

 

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

 

Commission
File Number


  

Registrant; State of Incorporation;
Address; and Telephone Number


  

I.R.S. Employer

Identification No.


1-8503   

HAWAIIAN ELECTRIC INDUSTRIES, INC., a Hawaii corporation (HEI)

900 Richards Street, Honolulu, Hawaii 96813

Telephone (808) 543-5662

   99-0208097
1-4955   

HAWAIIAN ELECTRIC COMPANY, INC., a Hawaii corporation (HECO)

900 Richards Street, Honolulu, Hawaii 96813

Telephone (808) 543-7771

   99-0040500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant


  

Title of each class


  

Name of each exchange
on which registered


Hawaiian Electric Industries, Inc.

   Common Stock, Without Par Value    New York Stock Exchange

Hawaiian Electric Industries, Inc.

  

Guarantee with respect to 8.36% Trust Originated Preferred Securities SM (TOPrS SM)

   New York Stock Exchange

Hawaiian Electric Industries, Inc.

   Preferred Stock Purchase Rights    New York Stock Exchange

Hawaiian Electric Company, Inc.

  

Guarantee with respect to 8.05% Cumulative Quarterly Income Preferred Securities
Series 1997 (QUIPS
SM)

   New York Stock Exchange

Hawaiian Electric Company, Inc.

  

Guarantee with respect to 7.30% Cumulative Quarterly Income Preferred Securities
Series 1998 (QUIPS
SM)

   New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

 

Registrant


  

Title of each class


Hawaiian Electric Industries, Inc.    None
Hawaiian Electric Company, Inc.    Cumulative Preferred Stock

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

 

Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x

 

   

Aggregate market value of
the voting common equity
held by non-affiliates of the
registrants on
June 30, 2003


 

Number of shares of common stock
outstanding of the
registrants on
March 1, 2004


Hawaiian Electric Industries, Inc. (HEI)

  $1,715,658,628.25  

38,032,319

(Without par value)

Hawaiian Electric Company, Inc. (HECO)

  Not applicable  

12,805,843

($6 2/3 par value)

 

DOCUMENTS INCORPORATED BY REFERENCE

 

HEI Annual Report to Shareholders for the fiscal year ended December 31, 2003—Parts I, II, III and IV

 

HECO Consolidated 2003 Financial Statements—Parts I, II, III and IV

 

Portions of Proxy Statement of Hawaiian Electric Industries, Inc., dated March 9, 2004 for the 2004 Annual Meeting of Shareholders—Part III

 

This combined Form 10-K represents separate filings by Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. Information contained herein relating to any individual registrant is filed by each registrant on its own behalf. Neither registrant makes any representations as to the information relating to the other registrant.

 



Table of Contents

 

TABLE OF CONTENTS

 

          Page

Glossary of Terms

   ii

Forward-Looking Statements and Risk Factors

   vi
PART I     

Item 1.

   Business    1

Item 2.

   Properties    44

Item 3.

   Legal Proceedings    45

Item 4.

   Submission of Matters to a Vote of Security Holders    46

Executive Officers of the Registrant (Hawaiian Electric Industries, Inc.)

   46
PART II     

Item 5.

   Market for Registrants’ Common Equity and Related Stockholder Matters    47

Item 6.

   Selected Financial Data    48

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    50

Item 7A.

   Quantitative and Qualitative Disclosures about Market Risk    68

Item 8.

   Financial Statements and Supplementary Data    68

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    68

Item 9A.

   Controls and Procedures    68
PART III     

Item 10.

   Directors and Executive Officers of the Registrants    69

Item 11.

   Executive Compensation    73

Item 12.

   Security Ownership of Certain Beneficial Owners and Management    77

Item 13.

   Certain Relationships and Related Transactions    78

Item 14.

   Principal Accounting Fees and Services    78
PART IV     

Item 15.

   Exhibits, Financial Statement Schedules, and Reports on Form 8-K    79

Independent Auditors’ Report - Hawaiian Electric Industries, Inc.

   81

Independent Auditors’ Report - Hawaiian Electric Company, Inc.

   82

Index to Exhibits

   87

Signatures

   115

 

i


Table of Contents

GLOSSARY OF TERMS

 

Defined below are certain terms used in this report:

 

Terms


  

Definitions


1935 Act

  

Public Utility Holding Company Act of 1935

AES Hawaii

  

AES Hawaii, Inc., formerly known as AES Barbers Point, Inc.

ASB

  

American Savings Bank, F.S.B., a wholly-owned subsidiary of HEI Diversified, Inc. and parent company of American Savings Investment Services Corp. (and its subsidiary since March 15, 2001, Bishop Insurance Agency of Hawaii, Inc.), ASB Service Corporation (dissolved in January 2004), AdCommunications, Inc., American Savings Mortgage Co., Inc. (dissolved in July 2003), and ASB Realty Corporation

BIF

  

Bank Insurance Fund

BLNR

  

Board of Land and Natural Resources of the State of Hawaii

Btu

  

British thermal unit

CDUP

  

Conservation District Use Permit

CERCLA

  

Comprehensive Environmental Response, Compensation and Liability Act

Chevron

  

Chevron Products Company, a fuel oil supplier

Company

  

When used in Hawaiian Electric Industries, Inc. sections, the “Company” refers to Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc., Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., HECO Capital Trust I, HECO Capital Trust II, HECO Capital Trust III, Renewable Hawaii, Inc., HEI Diversified, Inc., American Savings Bank, F.S.B. and its subsidiaries, Pacific Energy Conservation Services, Inc., HEI District Cooling, Inc. (dissolved in October 2003), ProVision Technologies, Inc. (sold in July 2003), HEI Properties, Inc., HEI Leasing, Inc. (dissolved in October 2003), Hycap Management, Inc., Hawaiian Electric Industries Capital Trust I, Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III, HEI Preferred Funding, LP, The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.), HEI Power Corp. and its subsidiaries and Malama Pacific Corp.

When used in Hawaiian Electric Company, Inc. sections, the “Company” refers to Hawaiian Electric Company, Inc. and its direct subsidiaries, including, without limitation, Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., HECO Capital Trust I, HECO Capital Trust II, HECO Capital Trust III and Renewable Hawaii, Inc.

Consumer Advocate

  

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

CT

  

Combustion turbine

DLNR

  

Department of Land and Natural Resources of the State of Hawaii

D&O

  

Decision and order

DOD

  

Department of Defense – federal

DOH

  

Department of Health of the State of Hawaii

DSM

  

Demand-side management

DTCC

  

Dual-train combined-cycle

EAPRC

  

East Asia Power Resources Corporation

ECA

  

Energy cost adjustment

Enserch

  

Enserch Development Corporation

EPA

  

Environmental Protection Agency – federal

 

ii


Table of Contents

GLOSSARY OF TERMS (continued)

 

Terms


  

Definitions


ERL

  

Environmental Response Law of the State of Hawaii

FDIC

  

Federal Deposit Insurance Corporation

FDICIA

  

Federal Deposit Insurance Corporation Improvement Act of 1991

federal

  

U.S. Government

FHLB

  

Federal Home Loan Bank

FICO

  

Financing Corporation

FIRREA

  

Financial Institutions Reform, Recovery, and Enforcement Act of 1989

Hamakua Partners

  

Hamakua Energy Partners, L.P., formerly known as Encogen Hawaii, L.P.

HRD

  

Hawi Renewable Development, Inc.

HCPC

  

Hilo Coast Power Company, formerly Hilo Coast Processing Company

HC&S

  

Hawaiian Commercial & Sugar Company, a division of A&B-Hawaii, Inc.

HECO

  

Hawaiian Electric Company, Inc., an electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Maui Electric Company, Limited, Hawaii Electric Light Company, Inc., HECO Capital Trust I, HECO Capital Trust II, HECO Capital Trust III and Renewable Hawaii, Inc.

HECO’s
Consolidated
Financial
Statements

  

Hawaiian Electric Company, Inc.’s Consolidated Financial Statements incorporated into Parts I, II and IV of this Form 10-K, which is filed as HECO Exhibit 99.4 and incorporated into this Form 10-K by reference

HECO’s MD&A

  

Hawaiian Electric Company, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 50 to 67 of this Form 10-K

HEI

  

Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., HEI Diversified, Inc., Pacific Energy Conservation Services, Inc., HEI District Cooling, Inc. (dissolved in October 2003), ProVision Technologies, Inc. (sold in July 2003), HEI Properties, Inc., HEI Leasing, Inc. (dissolved in October 2003), Hycap Management, Inc., Hawaiian Electric Industries Capital Trust I, Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III, The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.), HEI Power Corp. and Malama Pacific Corp.

HEI’s
Annual Report

  

Hawaiian Electric Industries, Inc.’s 2003 Annual Report to Shareholders, which is filed as HEI Exhibit 13 and incorporated into this Form 10-K by reference

HEI’s
Consolidated
Financial
Statements

  

Hawaiian Electric Industries, Inc.’s Consolidated Financial Statements incorporated into Parts I, II and IV of this Form 10-K by reference to pages 39 to 88 of HEI’s Annual Report

HEI’s MD&A

  

Hawaiian Electric Industries, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations incorporated into Parts I, II and IV of this Form 10-K by reference to pages 4 to 35 of HEI’s Annual Report

HEI’s 2004 Proxy
Statement

  

Portions of Hawaiian Electric Industries, Inc.’s 2004 Proxy Statement dated March 9, 2004, which portions are incorporated into this Form 10-K by reference

HEIDI

  

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

 

iii


Table of Contents

GLOSSARY OF TERMS (continued)

 

Terms


  

Definitions


HEIII

  

HEI Investments, Inc. (formerly HEI Investment Corp.), a wholly-owned subsidiary of HEI Power Corp.

HEIPC

  

HEI Power Corp., a wholly owned subsidiary of Hawaiian Electric Industries, Inc., and the parent company of numerous subsidiaries, several of which were dissolved or otherwise wound up in 2002 and 2003. On October 23, 2001, the HEI Board of Directors adopted a formal plan to exit the international power business (engaged in by HEIPC and its subsidiaries).

HEIPC Group

  

HEI Power Corp. and its subsidiaries

HEIPI

  

HEI Properties, Inc., a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.

HELCO

  

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

HITI

  

Hawaiian Interisland Towing, Inc.

HTB

  

Hawaiian Tug & Barge Corp. On November 10, 1999, HTB sold substantially all of its operating assets and the stock of Young Brothers, Limited, and changed its name to The Old Oahu Tug Services, Inc.

IPP

  

Independent power producer

IRP

  

Integrated resource plan

Kalaeloa

  

Kalaeloa Partners, L.P.

KCP

  

Kawaihae Cogeneration Partners

KDC

  

Keahole Defense Coalition

kV

  

kilovolt

KIP

  

Kalaeloa Investment Partners

KPP

  

Kahua Power Partners LLC

KWH

  

Kilowatthour

LSFO

  

Low sulfur fuel oil

MBtu

  

Million British thermal unit

MECO

  

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

MPC

  

Malama Pacific Corp., a wholly-owned subsidiary of Hawaiian Electric Industries, Inc. On September 14, 1998, the HEI Board of Directors adopted a plan to exit the residential real estate development business engaged in by Malama Pacific Corp. and its then-existing subsidiaries. As of December 31, 2003, all of its subsidiaries had been dissolved.

MSFO

  

Medium sulfur fuel oil

MW

  

Megawatts

NA

  

Not applicable

NM

  

Not meaningful

NOV

  

Notice of Violation

OPA

  

Federal Oil Pollution Act of 1990

OTS

  

Office of Thrift Supervision, Department of Treasury

PCB

  

Polychlorinated biphenyls

 

iv


Table of Contents

GLOSSARY OF TERMS (continued)

 

Terms


  

Definitions


PECS

  

Pacific Energy Conservation Services, Inc., a wholly-owned subsidiary of Hawaiian Electric Industries, Inc.

PGV

  

Puna Geothermal Venture

PPA

  

Power purchase agreement

PSD permit

  

Prevention of Significant Deterioration/Covered Source permit

PUC

  

Public Utilities Commission of the State of Hawaii

PURPA

  

Public Utility Regulatory Policies Act of 1978

QF

  

Qualifying Facility under the Public Utility Regulatory Policies Act of 1978

QTL

  

Qualified Thrift Lender

RCRA

  

Resource Conservation and Recovery Act of 1976

Registrant

  

Hawaiian Electric Industries, Inc. or Hawaiian Electric Company, Inc.

ROACE

  

Return on average common equity

SAIF

  

Savings Association Insurance Fund

SEC

  

Securities and Exchange Commission

ST

  

Steam turbine

state

  

State of Hawaii

Tesoro

  

Tesoro Hawaii Corp. dba BHP Petroleum Americas Refining Inc., a fuel oil supplier

TOOTS

  

The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.), a wholly-owned subsidiary of Hawaiian Electric Industries, Inc. On November 10, 1999, HTB sold the stock of YB and substantially all of HTB’s operating assets and changed its name.

UIC

  

Underground Injection Control

UST

  

Underground storage tank

VIE

  

Variable interest entities

YB

  

Young Brothers, Limited, which was sold on November 10, 1999, was formerly a wholly-owned subsidiary of Hawaiian Tug & Barge Corp.

 

v


Table of Contents

Forward-Looking Statements and Risk Factors

 

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

 

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

 

  the effects of international, national and local economic conditions, including the state of the Hawaii tourist and construction industries, the strength or weakness of the Hawaii and continental U.S. housing markets, the military presence in Hawaii and the effects of the February 2004 strike in the Hawaii concrete industry;

 

  the effects of weather and natural disasters;

 

  global developments, including the effects of terrorist acts, the war on terrorism, continuing U.S. presence in Iraq and Afghanistan and potential conflict or crisis with North Korea;

 

  the timing and extent of changes in interest rates;

 

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

 

  changes in assumptions used to calculate retirement benefits costs and changes in funding requirements;

 

  demand for services and market acceptance risks;

 

  increasing competition in the electric utility and banking industries;

 

  capacity and supply constraints or difficulties;

 

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

 

  the ability of independent power producers to deliver the firm capacity anticipated in their power purchase agreements;

 

  the ability of the electric utilities to negotiate, periodically, favorable collective bargaining agreements;

 

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

 

  federal, state and international governmental and regulatory actions, such as changes in laws, rules and regulations applicable to HEI, HECO and their subsidiaries (including changes in taxation and governmental fees and assessments); decisions by the Hawaii Public Utilities Commission (PUC) in rate cases and other proceedings and by other agencies and courts on land use, environmental and other permitting issues; required corrective actions (such as with respect to environmental conditions, capital adequacy and business practices);

 

  the risks associated with the geographic concentration of HEI’s businesses;

 

  the effects of changes in accounting principles applicable to HEI, HECO and their subsidiaries, including the possible effects of applying new accounting principles applicable to variable interest entities (VIEs) to power purchase arrangements with independent power producers;

 

  the effects of changes by securities rating agencies in the ratings of the securities of HEI and HECO;

 

  the results of financing efforts;

 

  faster than expected loan prepayments that can cause an acceleration of the amortization of premiums on loans and investments and the impairment of mortgage servicing rights of American Savings Bank, F.S.B. (ASB);

 

  the ultimate net proceeds from the disposition of assets and settlement of liabilities of discontinued or sold operations;

 

  the final outcome of tax positions taken by HEI and its subsidiaries, including with respect to ASB’s real estate investment trust subsidiary;

 

  the risks of suffering losses that are uninsured; and

 

  other risks or uncertainties described elsewhere in this report and in other periodic reports previously and subsequently filed by HEI and/or HECO with the Securities and Exchange Commission (SEC).

 

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

 

vi


Table of Contents

PART I

 

ITEM 1. BUSINESS

 

HEI

 

HEI was incorporated in 1981 under the laws of the State of Hawaii and is a holding company with its principal subsidiaries engaged in the electric utility, banking and other businesses operating primarily in the State of Hawaii. HEI’s predecessor, HECO, was incorporated under the laws of the Kingdom of Hawaii (now the State of Hawaii) on October 13, 1891. As a result of a 1983 corporate reorganization, HECO became an HEI subsidiary and common shareholders of HECO became common shareholders of HEI.

 

HECO and its operating subsidiaries, Maui Electric Company, Limited (MECO) and Hawaii Electric Light Company, Inc. (HELCO), are regulated electric public utilities providing the only electric public utility service on the islands of Oahu, Maui, Lanai, Molokai and Hawaii, which islands collectively include approximately 93% of Hawaii’s electric public utility market. HECO also owns all the common securities of HECO Capital Trust I, HECO Capital Trust II and HECO Capital Trust III (Delaware statutory trusts), which were formed to effect the issuances of $50 million of 8.05% cumulative quarterly income preferred securities in March 1997 (expected to be redeemed in the first half of 2004), $50 million of 7.30% cumulative quarterly income preferred securities in December 1998 and an anticipated $50 million of cumulative quarterly income preferred securities in the first half of 2004 (the proceeds of which will be used to redeem the preferred securities issued by HECO Capital Trust I), respectively, for the benefit of HECO, MECO and HELCO. In December 2002, HECO formed a subsidiary, Renewable Hawaii, Inc., to invest in renewable energy projects.

 

Besides HECO and its subsidiaries, HEI also owns directly or indirectly the following subsidiaries: HEI Diversified, Inc. (HEIDI) (a holding company) and its subsidiary, ASB, and the subsidiaries of ASB; Pacific Energy Conservation Services, Inc. (PECS); ProVision Technologies, Inc. (sold in July 2003); HEI Properties, Inc. (HEIPI); HEI Leasing, Inc. (dissolved in October 2003); Hycap Management, Inc. and its subsidiary; Hawaiian Electric Industries Capital Trust I; Hawaiian Electric Industries Capital Trust II and III (formed in 1997 to be available for trust securities financings); HEI District Cooling, Inc. (dissolved in October 2003); The Old Oahu Tug Service, Inc. (TOOTS); HEI Power Corp. (HEIPC) and its subsidiaries (discontinued operations); and Malama Pacific Corp. (MPC) (discontinued operations).

 

ASB, acquired in 1988, was the third largest financial institution in the State of Hawaii based on total assets and had 68 retail branches as of December 31, 2003. ASB has subsidiaries involved in the sale and distribution of insurance products and advertising activities for ASB and its subsidiaries and a subsidiary, ASB Realty Corporation, which elects to be taxed as a real estate investment trust and holds assets (primarily loans and mortgage-related securities) of $1.8 billion (see Note 9 to HEI’s Consolidated Financial Statements).

 

HEIDI was also the parent company of HEIDI Real Estate Corp., which was formed in February 1998. In September 1999, HEIDI Real Estate Corp.’s name was changed to HEIPI, and HEIDI transferred ownership of HEIPI to HEI. HEIPI currently holds venture capital investments.

 

PECS was formed in 1994 and currently is a contract services company providing limited support services in Hawaii. ProVision Technologies, Inc., formed in October 1998 to sell, install, operate and maintain on-site power generation equipment and auxiliary appliances in Hawaii and the Pacific Rim, was sold in July 2003. HEI Leasing, Inc. was formed in February 2000 to own passive investments and real estate subject to leases, but was never active and was dissolved in October 2003. Hycap Management, Inc., including its subsidiary HEI Preferred Funding, LP (a limited partnership in which Hycap Management, Inc. is the sole general partner), and Hawaiian Electric Industries Capital Trust I (a Delaware statutory trust in which HEI owns all the common securities) were formed to effect the issuance of $100 million of 8.36% HEI-obligated trust preferred securities in 1997. HEI District Cooling, Inc. was formed in August 1998 to develop, build, own, lease, 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, but was dissolved in October 2003.

 

In November 1999, Hawaiian Tug & Barge Corp. (HTB) sold substantially all of its operating assets and the stock of YB for a nominal gain, changed its name to TOOTS and ceased maritime freight transportation operations. TOOTS currently administers certain employee and retiree-related benefits programs and monitors matters related its former operations and the operations of its former subsidiary.

 

1


Table of Contents

For information concerning a strike in the Hawaii concrete industry that has been ongoing since early February 2004 and is adversely affecting the construction industry and Hawaii economy generally, see the discussion under the caption “Overview and strategy” in HECO’s MD&A. If a prolonged strike significantly impacted the Hawaii economy, the operations of the electric utilities and bank could be adversely affected.

 

For information about the Company’s discontinued operations, see Note 13 to HEI’s Consolidated Financial Statements.

 

For financial information about the Company’s industry segments, see Note 2 to HEI’s Consolidated Financial Statements.

 

For additional information about the Company, see HEI’s MD&A, HEI’s “Quantitative and Qualitative Disclosures about Market Risk” and HEI’s Consolidated Financial Statements.

 

The Company’s website address is www.hei.com. HEI and HECO currently make available free of charge through this website their annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports (since 1994) as soon as reasonably practicable after such material is electronically filed with the SEC.

 

Electric utility

 

HECO and subsidiaries and service areas

 

HECO, MECO and HELCO are regulated operating electric public utilities engaged in the production, purchase, transmission, distribution and sale of electricity on the islands of Oahu; Maui, Lanai and Molokai; and Hawaii, respectively. HECO was incorporated under the laws of the Kingdom of Hawaii (now State of Hawaii) in 1891. HECO acquired MECO in 1968 and HELCO in 1970. In 2003, the electric utilities’ revenues and net income from continuing operations amounted to approximately 78% and 67%, respectively, of HEI’s consolidated amounts, compared to approximately 76% and 76% in 2002 and approximately 75% and 82% in 2001, respectively.

 

The islands of Oahu, Maui, Lanai, Molokai and Hawaii have a combined population currently estimated at 1,197,000, or approximately 95% of the population of the State of Hawaii, and comprise a service area of 5,766 square miles. The principal communities served include Honolulu (on Oahu), Wailuku and Kahului (on Maui) and Hilo and Kona (on Hawaii). The service areas also include numerous suburban communities, resorts, U.S. Armed Forces installations and agricultural operations.

 

The state has granted HECO, MECO and HELCO nonexclusive franchises, which authorize the utilities to construct, operate and maintain facilities over and under public streets and sidewalks. HECO’s franchise covers the City & County of Honolulu, MECO’s franchises cover the County of Maui and the County of Kalawao, and HELCO’s franchise covers the County of Hawaii. Each of these franchises will continue in effect for an indefinite period of time until forfeited, altered, amended or repealed.

 

For additional information about HECO, see HEI’s MD&A, HEI’s “Quantitative and Qualitative Disclosures about Market Risk” and HEI’s Consolidated Financial Statements and HECO’s MD&A, HECO’s “Quantitative and Qualitative Disclosures about Market Risk” and HECO’s Consolidated Financial Statements.

 

Sales of electricity

 

HECO, MECO and HELCO provide the only electric public utility service on the islands they serve. The following table sets forth the number of electric customer accounts as of December 31, 2003, 2002 and 2001 and electric sales revenues by company for each of the years then ended:

 

     2003

   2002

   2001

(dollars in thousands)


   Customer
accounts


   Electric sales
revenues


   Customer
accounts


   Electric sales
revenues


   Customer
accounts


   Electric sales
revenues


HECO

   286,677    $ 960,717    283,161    $ 865,608    280,911    $ 882,308

MECO

   61,423      213,806    59,983      191,029    58,840      203,847

HELCO

   68,893      213,268    66,411      191,589    65,241      193,209
    
  

  
  

  
  

     416,993    $ 1,387,791    409,555    $ 1,248,226    404,992    $ 1,279,364
    
  

  
  

  
  

 

2


Table of Contents

Revenues from the sale of electricity in 2003 were from the following types of customers in the proportions shown:

 

     HECO

    MECO

    HELCO

    Total

 

Residential

   32 %   36 %   41 %   34 %

Commercial

   32     35     41     34  

Large light and power

   35     29     18     31  

Other

   1     —       —       1  
    

 

 

 

     100 %