NOTE 11 - Pension Plans and Other Postretirement Benefits

The Company sponsors three qualified and two non-qualified retirement plans. Substantially all employees participate in the 401(k) plan and through December 31, 2014 participated in the non-contributory defined contribution plan. Both the qualified and the non-qualified defined benefit plans have been frozen since 2002. All participants in both frozen plans are 100% vested in their accrued benefit and all non-qualified defined benefit plan participants are receiving payment. Certain employees participate in a non-qualified defined contribution plan.

Qualified Plans

All employees participate in the 401(k) plan and receive a 100% vested 3% “safe harbor” company contribution based on employees’ eligible earnings. Effective January 1, 2015, the Company began matching each dollar of employee contributions up to a 5% maximum — in addition to maintaining the automatic 3% “safe harbor” contribution. The new matching company contribution vests after 5 years of service. The 401(k) plan is fully funded.

Prior to 2015, employees participated in a defined contribution plan after one year of service; contributions were made based on eligible earnings and years of service and were credited to each employee’s individual plan account. The majority of employees received a 5% contribution. Accounts vested after 3 years of service. The Company terminated this fully funded defined contribution plan on December 31, 2014 and all participant accounts became 100% vested. The majority of plan assets were distributed to participants in 2015, with a final settlement of all remaining participant accounts in 2016 through the purchase of qualified individual annuities under a HMLIC group annuity contract.

In 2002, participants ceased accruing benefits for earnings and years of service in the frozen defined benefit plan. A substantial number of those participants are former employees of the Company who are not eligible to receive an immediate annuity benefit until age 65 and/or are not eligible for a lump sum distribution. In November 2014, the Company announced a cash-out election period or “window” ending in December 2014, for terminated vested participants with accrued lump sum values under $100. During the window, 385 former employees elected to receive a total of approximately $4,200 in lump sum distributions, resulting in approximately $1,600 of additional settlement expense in 2014. Subsequently, in August of 2016, the Company announced a second cash-out election “window” ending in September 2016 for all vested terminated participants, regardless of lump sum value. During this window, 52 former employees elected to receive a total of approximately $1,400 in lump sums distributions.

The Company’s policy for the frozen defined benefit plan is to contribute to the plan amounts which are actuarially determined to provide sufficient funding to meet future benefit payments as defined by federal laws and regulations.

For the two qualified plans, all assets are held in their respective plan trusts.

Non-qualified Plans

The non-qualified plans were established for specific employees whose otherwise eligible earnings exceeded the statutory limits under the qualified plans. Benefit accruals under the non-qualified defined benefit plan were frozen in 2002 and all participants are currently in payment status. Both the non-qualified frozen defined benefit plan and the non-qualified contribution plan are unfunded plans with the Company’s contributions made at the time payments are made to participants.

Total Expense and Contribution Plans’ Information

Total expense recorded for the qualified and non-qualified defined contribution, 401(k), defined benefit and supplemental retirement plans was $8,527, $8,899 and $11,850 for the years ended December 31, 2016, 2015 and 2014, respectively.

Contributions to employees' accounts under the qualified defined contribution plan, the 401(k) plan and the non-qualified defined contribution plan, as well as total assets of the plans, were as follows:

		Year Ended December 31,
		2016		2015		2014
401(k) plan
Contributions to employees’ accounts	$	6,918	$	6,466	$	2,753
Total assets at the end of the year		177,352		161,956		132,053

Qualified defined contribution plan
Contributions to employees’ accounts		-		-		4,580
Total assets at the end of the year		-		9,118		123,008

Non-qualified defined contribution plan
Contributions to employees’ accounts		72		122		74
Total assets at the end of the year		-		-		-

Defined Benefit Plan and Supplemental Retirement Plans

The following tables summarize the funded status of the defined benefit and supplemental retirement pension plans as of December 31, 2016, 2015 and 2014 (the measurement dates) and identify (1) the assumptions used to determine the projected benefit obligation and (2) the components of net pension cost for the defined benefit plan and supplemental retirement plans for the following periods:

										Supplemental
	Defined Benefit Plan									Defined Benefit Plans
	December 31,									December 31,
	2016			2015			2014			2016			2015			2014
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	31,233		$	34,279		$	39,483		$	17,004		$	18,524		$	16,706
Service cost		650			450			360			-			-			-
Interest cost		1,244			1,189			1,679			687			654			716
Plan amendments		-			-			-			-			-			-
Actuarial loss (gain)		(220	)		(1,371	)		1,254			488			(845	)		2,431
Benefits paid		(3,500	)		(3,314	)		(1,737	)		(1,332	)		(1,329	)		(1,329	)
Settlements		-			-			(6,760	)		-			-			-
Projected benefit obligation at end of year	$	29,407		$	31,233		$	34,279		$	16,847		$	17,004		$	18,524
Change in plan assets:
Fair value of plan assets at beginning of year	$	27,667		$	31,408		$	35,879		$	-		$	-		$	-
Actual return on plan assets		1,766			200			2,535			-			-			-
Employer contributions		-			-			2,000			1.332			1,329			1,329
Benefits paid		(3,500	)		(3,314	)		(1,737	)		(1,332	)		(1,329	)		(1,329	)
Expenses paid		(487	)		(627	)		(509	)		-			-			-
Settlements		-			-			(6,760	)		-			-			-
Fair value of plan assets at end of year	$	25,446		$	27,667		$	31,408		$	-		$	-		$	-
Funded status	$	(3,961	)	$	(3,566	)	$	(2,871	)	$	(16,847	)	$	(17,004	)	$	(18,524	)

Prepaid (accrued) benefit expense	$	8,653		$	9,265		$	10,656		$	(11,210	)	$	(11,622	)	$	(12,024	)

Total amount recognized in Consolidated Balance Sheets, all in Other liabilities	$	(3,961	)	$	(3,566	)	$	(2,871	)	$	(16,847	)	$	(17,004	)	$	(18,524	)

Amounts recognized in accumulated other comprehensive income (loss) (“AOCI”):
Prior service cost	$	-		$	-		$	-		$	-		$	-		$	-
Net actuarial loss		12,613			12,831			13,527			5,637			5,382			6,500
Total amount recognized in AOCI	$	12,613		$	12,831		$	13,527		$	5,637		$	5,382		$	6,500

Information for pension plans with an accumulated benefit obligation greater than plan assets:
Projected benefit obligation	$	29,407		$	31,233		$	34,279		$	16,847		$	17,004		$	18,524
Accumulated benefit obligation		29,407			31,233			34,279			16,847			17,004			18,524
Fair value of plan assets		25,446			27,667			31,408			-			-			-

The change in the Company’s AOCI for the defined benefit plans for the year ended December 31, 2016 was primarily attributable to a decrease in the discount rate, partially offset by the performance of plan assets. The change in the Company’s AOCI for the defined benefit plans for the year ended December 31, 2015 was primarily attributable to an increase in the discount rate, partially offset by the performance of plan assets. The change in the Company’s AOCI for the defined benefit plans for the year ended December 31, 2014 was primarily attributable to loss recognition in 2014, due to settlement accounting as well as loss amortization included in net periodic benefit cost for 2014. This loss recognition was partially offset by liability losses in 2014 due to a decrease in the discount rate as well as a change in the mortality assumption.

										Supplemental
	Defined Benefit Plan									Defined Benefit Plans
	Year Ended December 31,									Year Ended December 31,
	2016			2015			2014			2016			2015			2014
Components of net periodic pension (income) expense:
Service cost:
Benefit accrual	$	-		$	-		$	-		$	-		$	-		$	-
Other expenses		650			450			360			-			-			-
Interest cost		1,244			1,189			1,679			687			654			716
Expected return on plan assets		(1,675	)		(1,875	)		(2,402	)		-			-			-
Settlement loss		-			-			2,668			-			-			-
Amortization of:
Prior service cost		-			-			-			-			-			-
Actuarial loss		393			1,626			1,371			233			273			157
Net periodic pension expense	$	612		$	1,390		$	3,676		$	920		$	927		$	873

Changes in plan assets and benefit obligations included in other comprehensive income (loss):
Prior service cost	$	-		$	-		$	-		$	-		$	-		$	-
Net actuarial loss (gain)		175			930			(1,037	)		488			(845	)		2,431
Amortization of:
Prior service cost		-			-			-			-			-			(2	)
Actuarial loss		(393	)		(1,626	)		(1,371	)		(233	)		(273	)		(157	)
Total recognized in other comprehensive income (loss)	$	(218	)	$	(696	)	$	(2,408	)	$	255		$	(1,118	)	$	2,272

Weighted average assumptions used to determine expense:
Discount rate		4.20	%		3.66	%		4.46	%		4.20	%		3.66	%		4.46	%
Expected return on plan assets		6.50	%		6.75	%		7.50	%		6.50	%		*			*
Annual rate of salary increase		*			*			*			*			*			*

Weighted average assumptions used to determine benefit obligations as of December 31:
Discount rate		3.90	%		4.20	%		3.66	%		3.90	%		4.20	%		3.66	%
Expected return on plan assets		6.50	%		6.75	%		7.50	%		6.50	%		*			*
Annual rate of salary increase		*			*			*			*			*			*

* Not applicable.

The discount rates at December 31, 2016 were based on the average yield for long-term, high-grade securities available during the benefit payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve.

The assumption for the long-term rate of return on plan assets was determined by considering actual investment experience during the lifetime of the plan, balanced with reasonable expectations of future growth considering the various classes of assets and percentage allocation for each asset class.

The Company has an investment policy for the defined benefit pension plan that aligns the assets within the plan’s trust to an approximate allocation of 50% equity and 50% fixed income funds. Management believes this allocation will produce the targeted long-term rate of return on assets necessary for payment of future benefit obligations, while providing adequate liquidity for payments to current beneficiaries. Assets are reviewed against the defined benefit pension plan’s investment policy and the trustee has been directed to adjust invested assets at least quarterly to maintain the target allocation percentages.

Fair values of the equity security funds and fixed income funds have been determined from public quotations. The following table presents the fair value hierarchy for the Company’s defined benefit pension plan assets, excluding cash held.

			Fair Value Measurements at
			Reporting Date Using
	Total		Level 1			Level 2		Level 3
December 31, 2016
Asset category
Equity security funds (1)
United States	$	9,836		$	-	$	9,836		$	-
International		2,492			-		2,492			-
Fixed income funds		12,402			-		12,402			-
Short-term investment funds		716			716		-			-
Total	$	25,446		$	716	$	24,730		$	-

December 31, 2015
Asset category
Equity security funds (1)
United States	$	10,844		$	-	$	10,844		$	-
International		2,681			-		2,681			-
Fixed income funds		13,720			-		13,720			-
Short-term investments funds		422			422		-			-
Total	$	27,667		$	422	$	27,245		$	-

(1)

None of the trust fund assets for the defined benefit pension plan have been invested in shares of HMEC’s common stock.

There were no Level 3 assets held during the years ended December 31, 2016 and 2015.

In 2017, the Company expects amortization of net losses of $389 and $258 for the defined benefit plan and the supplemental retirement plans, respectively, and expects no amortization of prior service cost for the supplemental retirement plans to be included in net periodic pension expense.

Postretirement Benefits Other than Pensions

In addition to providing pension benefits, as further described below, prior to 2015 the Company also provided certain health care and life insurance benefits to a closed group of eligible employees (pre-age 65 and former employees). Postretirement benefits other than pensions of active and retired employees were accrued as expense over the employees' service years.

As of December 31, 2006, upon discontinuation of retiree medical benefits, Health Reimbursement Accounts (“HRAs”) were established for eligible participants and totaled $7,310. As of December 31, 2016, the balance of the previously established HRAs was $1,652. Funding of HRAs was $218, $523 and $252 for the years ended December 31, 2016, 2015 and 2014, respectively.

In December 2013, the Company announced the elimination of postretirement medical coverage for all remaining eligible participants effective March 31, 2014. As a result of this plan change, prior service cost was amortized over the average working lifetime of active eligible participants.

In November 2014, the Company announced it would no longer sponsor the retiree group life benefit as of December 2014 and offered a conversion option to individual policies. This was the last remaining postretirement benefit other than pensions.

As a result of the changes in the plan for other postretirement benefits, the Company recorded a reduction in its expenses of $2,980 for the year ended December 31, 2014.

The following table presents the funded status of postretirement benefits other than pensions of active and retired employees (including employees on disability more than 2 years) as of December 31, 2014 (the measurement date) reconciled with amounts recognized in the Company's Consolidated Balance Sheets. The tables present postretirement expenses and liabilities only for those years in which the Company incurred expenses or accrued liabilities.

	December 31,
	2014
Change in accumulated postretirement benefit obligations:
Accumulated postretirement benefit obligations at beginning of year	$	1,130
Changes during fiscal year:
Service cost		-
Interest cost		46
Plan amendment		-
Settlements		(965	)
Employer payments net of participant contributions		(95	)
Actuarial (gain) loss		(116	)
Accumulated postretirement benefit obligations at end of year	$	-
Unfunded status	$	-

Total amount recognized in Consolidated Balance Sheets, all in Other liabilities	$	-

Amounts recognized in accumulated other comprehensive income (loss) (“AOCI”):
Prior service cost (credit)	$	-
Net actuarial loss (gain)		-
Total amount recognized in AOCI	$	-

	Year Ended
	December 31,
	2014
Components of net periodic benefit:
Service cost	$	-
Interest cost		46
Curtailment gain		(713	)
Settlement gain		(1,439	)
Amortization of prior service cost		(628	)
Amortization of prior gain		(246	)
Net periodic income	$	(2,980	)

Sensitivity Analysis and Assumptions for Postretirement Benefits Other than Pensions

A one percentage point change in the assumed health care cost trend rate for each year would change the accumulated postretirement benefit obligations as follows:

	December 31,
		2014
Accumulated postretirement benefit obligations
Effect of a one percentage point increase		*
Effect of a one percentage point decrease		*

Service and interest cost components of the net periodic postretirement benefit expense
Effect of a one percentage point increase		*
Effect of a one percentage point decrease		*

Weighted average assumptions used to determine benefit obligations as of December 31:
Discount rate		3.66	%
Healthcare cost trend rate		*
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)		*
Year the rate is assumed to reach the ultimate trend rate		*
Expected return on plan assets		*

Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount rate		4.46	%
Healthcare cost trend rate		*
Rate to which the cost trend rate is assumed to decline (ultimate trend rate)		*
Year the rate is assumed to reach the ultimate trend rate		*
Expected return on plan assets		*

* Not applicable.

The discount rates were based on the average yield for long-term, high-grade securities available during the benefit payout period. To set its discount rate, the Company looks to leading indicators, including the Mercer Above Mean Yield Curve.

2017 Contributions

In 2017, there is no minimum funding requirement for the Company’s defined benefit plan. The following table discloses that minimum funding requirement and the expected full year contributions for the Company’s plans.

	Defined Benefit Pension Plans
	Defined		Supplemental
	Benefit		Defined Benefit
	Plan		Plans

Minimum funding requirement for 2017	$	-		N/A
Expected contributions (approximations) for the year ended December 31, 2017 as of the time of this Form 10-K (1)		-	$	1,318

N/A - Not applicable.

(1) HMEC’s Annual Report on Form 10-K for the year ended December 31, 2016.

Estimated Future Benefit Payments

The Company’s defined benefit plan may be subject to settlement accounting. Assumptions for both the number of individuals retiring in a calendar year and their elections regarding lump sum distributions are significant factors impacting the payout patterns for each of the plans below. Therefore, actual results could vary from the estimates shown. Estimated future benefit payments as of December 31, 2016 were as follows:

	2017		2018		2019		2020		2021		2022-2026
Pension plans
Defined benefit plan	$	2,850	$	2,752	$	3,043	$	2,431	$	2,180	$	10,275
Supplemental retirement plans		1,318		1,305		1,291		1,274		1,256		5,909