8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: July 16, 2016

Exact Name of Registrant	Commission	I.R.S. Employer
as Specified in Its Charter	File Number	Identification No.
Hawaiian Electric Industries, Inc.	1-8503	99-0208097
Hawaiian Electric Company, Inc.	1-4955	99-0040500

State of Hawaii

(State or other jurisdiction of incorporation)

1001 Bishop Street, Suite 2900, Honolulu, Hawaii  96813 - Hawaiian Electric Industries, Inc. (HEI)

900 Richards Street, Honolulu, Hawaii  96813 - Hawaiian Electric Company, Inc. (Hawaiian Electric)

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(808) 543-5662 - HEI

(808) 543-7771 - Hawaiian Electric

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On December 3, 2014, Hawaiian Electric Industries, Inc. (HEI), NextEra Energy, Inc. (NEE), NEE Acquisition Sub I, LLC, a wholly owned subsidiary of NEE and NEE Acquisition Sub II, Inc., a wholly owned subsidiary of NEE, entered into an Agreement and Plan of Merger (the Merger Agreement). For a description of the Merger Agreement, please refer to Item 1.01 of HEI’s Form 8-K filed on December 4, 2014 (December 2014 8-K), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the December 2014 8-K and is incorporated herein by reference.

On July 16, 2016, pursuant to the terms of the Merger Agreement, NEE provided written notice to HEI indicating that NEE was terminating the Merger Agreement effective immediately. Under the terms of the Merger Agreement, NEE confirmed that it will pay HEI a $90 million termination fee and up to $5 million for reimbursement of expenses associated with the transaction.

Item 7.01 Regulation FD Disclosure.

On July 18, 2016, HEI issued a joint news release with NextEra Energy, Inc., “NextEra Energy and Hawaiian Electric Industries announce termination of Merger Agreement.” This news release is furnished as HEI Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

HEI Exhibit 99 News Release, dated July 18, 2016, “NextEra Energy and Hawaiian Electric Industries announce termination of Merger Agreement.”

1

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.

HAWAIIAN ELECTRIC INDUSTRIES, INC.	HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant)	(Registrant)
/s/ James A. Ajello	/s/ Tayne S. Y. Sekimura
James A. Ajello	Tayne S. Y. Sekimura
Executive Vice President and	Senior Vice President and
Chief Financial Officer	Chief Financial Officer
Date: July 18, 2016	Date: July 18, 2016

2

EXHIBIT INDEX

Exhibit No.Description

HEI Exhibit 99 News Release, dated July 18, 2016, “NextEra Energy and Hawaiian Electric Industries announce termination of Merger Agreement.”

3

EX-99

HEI Exhibit 99

FOR IMMEDIATE RELEASE

NextEra Energy and Hawaiian Electric Industries announce termination of Merger Agreement

JUNO BEACH, Fla., and HONOLULU - July 18, 2016 - NextEra Energy, Inc. (NYSE: NEE) and Hawaiian Electric Industries, Inc. (NYSE: HE) (HEI) today announced the termination of their plans to merge, effective immediately. The decision was driven by the Hawaii Public Utilities Commission’s (PUC) order to dismiss the companies’ merger application.

“As a result of the PUC’s order, we have terminated our merger agreement,” said Jim Robo, chairman and chief executive officer, NextEra Energy. “We wish Hawaiian Electric the best as it serves the current and future energy needs of Hawaii, including helping the state meet its goal of 100 percent renewable energy by 2045. Looking forward, NextEra Energy remains extremely well-positioned to execute on our strategy and deliver exceptional results for our customers and shareholders.”

“We appreciate NextEra Energy’s interest in Hawaii and in our company,” said Connie Lau, HEI’s president and chief executive officer and chairman of the boards of Hawaiian Electric and American Savings Bank. “All of us at HEI, Hawaiian Electric and American Savings Bank remain committed to serving our customers, and we look forward to working together with communities across our state to realize the clean energy future we all want for Hawaii and to ensure a vibrant local economy.”

Under the terms of the merger agreement, NextEra Energy will pay Hawaiian Electric Industries a $90 million break-up fee and up to $5 million for reimbursement of expenses associated with the transaction.

NextEra Energy, Inc.

NextEra Energy, Inc. (NYSE: NEE) is a leading clean energy company with consolidated revenues of approximately $17.5 billion and approximately 14,300 employees in 27 states and Canada as of year-end 2015, as well as approximately 45,000 megawatts of generating capacity, which includes megawatts associated with noncontrolling interests related to NextEra Energy Partners, LP (NYSE: NEP) as of April 2016. Headquartered in Juno Beach, Fla., NextEra Energy’s principal subsidiaries are Florida Power & Light Company, which serves more than 4.8 million customer accounts in Florida and is one of the largest rate-regulated electric utilities in the United States, and NextEra Energy Resources, LLC, which, together with its affiliated entities, is the world’s largest generator of renewable energy from the wind and sun. A Fortune 200 company and included in the S&P 100 index, NextEra Energy has been recognized often by third parties for its efforts in sustainability, corporate responsibility, ethics and compliance, and diversity, and has been ranked No. 1 in the electric and gas utilities industry in Fortune’s 2016 list of “World's Most Admired Companies.” For more information about NextEra

Energy companies, visit these websites: www.NextEraEnergy.com, www.FPL.com, www.NextEraEnergyResources.com.

Hawaiian Electric Industries

Hawaiian Electric Industries (NYSE: HE) (HEI) supplies power to approximately 95% of Hawaii's population through its electric utilities, Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc., and Maui Electric Company, Limited, and provides a wide array of banking and other financial services to consumers and businesses through American Savings Bank, F.S.B., one of Hawaii's largest financial institutions.In a changing world, the Hawaiian Electric Companies are taking the lead in adding renewable energy and developing energy solutions for their customers to achieve a clean energy future for Hawaii. HEI has been named one of "America's 100 Most Trustworthy Companies 2015" by Forbes. For more information, visit these websites: www.HEI.com, www.HawaiianElectric.com, www.ASBHawaii.com.

NextEra Energy Contacts:

Robert L. Gould

Vice President, Chief Communications Officer

561-694-4442

Debra Larsson

Manager, Financial and Sustainability Communication

561-694-4442

Hawaiian Electric Industries Contacts:

Cliff Chen

Manager, Investor Relations and Strategic Planning

808-543-7300

IR@hei.com

A.J. Halagao

Manager, Corporate and Community Advancement

808-543-5889

ajhalagao@hei.com

Hawaiian Electric Company Contact:

Lynne Unemori

Vice President, Corporate Relations

808-543-7972

lynne.unemori@hawaiianelectric.com

American Savings Bank Contact:

Michelle Bartell

First Vice President, Director of Communications and Community Advancement

808-539-7906

mbartell@asbhawaii.com