Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
Amendment No. 1
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Exact Name of Registrant as | | Commission | | I.R.S. Employer |
Specified in Its Charter | | File Number | | Identification No. |
HAWAIIAN ELECTRIC INDUSTRIES, INC. | | 1-8503 | | 99-0208097 |
and Principal Subsidiary |
HAWAIIAN ELECTRIC COMPANY, INC. | | 1-4955 | | 99-0040500 |
State of Hawaii
(State or other jurisdiction of incorporation or organization)
Hawaiian Electric Industries, Inc. – 1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813
Hawaiian Electric Company, Inc. – 900 Richards Street, Honolulu, Hawaii 96813
(Address of principal executive offices and zip code)
Hawaiian Electric Industries, Inc. – (808) 543-5662
Hawaiian Electric Company, Inc. – (808) 543-7771
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Hawaiian Electric Industries, Inc. Yes x No o | | Hawaiian Electric Company, Inc. Yes x No o |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Hawaiian Electric Industries, Inc. Yes x No o | | Hawaiian Electric Company, Inc. Yes x No o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Hawaiian Electric Industries, Inc. Yes o No x | | Hawaiian Electric Company, Inc. Yes o No x |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Hawaiian Electric Industries, Inc. | | Large accelerated filer x | | Hawaiian Electric Company, Inc. | | Large accelerated filer o |
| | Accelerated filer o | | | | Accelerated filer o |
| | Non-accelerated filer o | | | | Non-accelerated filer x |
| | (Do not check if a smaller reporting company) | | | | (Do not check if a smaller reporting company) |
| | Smaller reporting company o | | | | Smaller reporting company o |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
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Class of Common Stock | | Outstanding April 28, 2016 |
Hawaiian Electric Industries, Inc. (Without Par Value) | | 107,890,279 Shares |
Hawaiian Electric Company, Inc. ($6-2/3 Par Value) | | 15,805,327 Shares (not publicly traded) |
Hawaiian Electric Industries, Inc. (HEI) is the sole holder of Hawaiian Electric Company, Inc. (Hawaiian Electric) common stock.
This combined Amendment No. 1 on Form 10-Q/A is separately filed by HEI and Hawaiian Electric. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to the other registrant, except that information relating to Hawaiian Electric is also attributed to HEI.
EXPLANATORY NOTE
Hawaiian Electric Industries, Inc. and Hawaiian Electric Company, Inc. (the “Companies”) are filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Companies’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 (the “Quarterly Report”), as originally filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2016 (the “Original Filing Date”). This Amendment No. 1 is being filed in response to communications with the Commission in connection with a request for confidential treatment with respect to certain portions of Hawaiian Electric’s (i) Exhibit 10.1, (ii) Exhibit 10.2, and (iii) Exhibit 10.3 (the “Exhibits”) originally filed with the Quarterly Report. The sole purpose of this Amendment No. 1 is to file revised redacted versions of the Exhibits, which supersede in their entirety the Exhibits as originally filed with the Quarterly Report.
Except for the revised Exhibits, this Amendment No. 1 does not amend any other information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Quarterly Report. Additionally, in connection with the filing of this Amendment No. 1 and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, new certifications of the Companies’ principal executive officer and principal financial officer are also attached as exhibits hereto.
The following exhibits are filed as a part of this report:
PART II - OTHER INFORMATION
Item 6. Exhibits
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Hawaiian Electric Exhibit 10.1 | | Inter-island Supply Contract for Petroleum Fuels by and between Chevron U.S.A. Inc. and Hawaiian Electric, Hawaii Electric Light and Maui Electric dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit) |
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Hawaiian Electric Exhibit 10.2 | | Supply Contract for LSFO, Diesel and MATS Fuel by and between Hawaiian Electric and Chevron U.S.A. Inc. dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit) |
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Hawaiian Electric Exhibit 10.3 | | Fuels Terminalling Agreement by and between Chevron U.S.A. Inc. and Hawaii Electric Light dated February 18, 2016 (confidential treatment has been requested for portions of this exhibit) |
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HEI Exhibit 31.1 | | Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Constance H. Lau (HEI Chief Executive Officer) |
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HEI Exhibit 31.2 | | Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of James A. Ajello (HEI Chief Financial Officer) |
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Hawaiian Electric Exhibit 31.3 | | Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Alan M. Oshima (Hawaiian Electric Chief Executive Officer) |
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Hawaiian Electric Exhibit 31.4 | | Certification Pursuant to Rule 13a-14 promulgated under the Securities Exchange Act of 1934 of Tayne S. Y. Sekimura (Hawaiian Electric Chief Financial Officer) |
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HEI Exhibit 32.1 | | HEI Certification Pursuant to 18 U.S.C. Section 1350* |
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Hawaiian Electric Exhibit 32.2 | | Hawaiian Electric Certification Pursuant to 18 U.S.C. Section 1350** |
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* Previously filed on May 4, 2016 with HEI’s Quarterly Report.
** Previously filed on May 4, 2016 with Hawaiian Electric’s Quarterly Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.
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HAWAIIAN ELECTRIC INDUSTRIES, INC. | | HAWAIIAN ELECTRIC COMPANY, INC. |
(Registrant) | | (Registrant) |
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By | /s/ Constance H. Lau | | By | /s/ Alan M. Oshima |
| Constance H. Lau | | | Alan M. Oshima |
| President and Chief Executive Officer | | | President and Chief Executive Officer |
| (Principal Executive Officer of HEI) | | | (Principal Executive Officer of Hawaiian Electric) |
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By | /s/ James A. Ajello | | By | /s/ Tayne S. Y. Sekimura |
| James A. Ajello | | | Tayne S. Y. Sekimura |
| Executive Vice President and | | | Senior Vice President |
| Chief Financial Officer | | | and Chief Financial Officer |
| (Principal Financial and Accounting | | | (Principal Financial Officer of Hawaiian Electric) |
| Officer of HEI) | | |
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Date: September 26, 2016 | | Date: September 26, 2016 |