The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
December 31, 2021 and 2020
The American Savings Bank 401(k) Plan (the “Plan”
or “ASB 401(k) Plan”) was established by American Savings Bank, F.S.B. (“ASB” or the “Bank”)
effective January 1, 2008. The Plan is a defined contribution 401(k) plan that provides certain tax-qualified retirement benefits
to eligible employees. ASB is the only participating employer in the Plan at this time.
The following description of the Plan provides only general
information. Participants should refer to the Plan document for its detailed provisions, which are also summarized in the most recent
prospectus for the Plan and in the summary plan description:
ASB is the Administrator of the Plan. The board of directors
of Hawaiian Electric Industries, Inc. (“HEI”), which is the parent corporation of the controlled group of which ASB is
a part, has established the Hawaiian Electric Industries, Inc. Pension Investment Committee (the “PIC”) to oversee the
administration of the Plan and the investment options offered under the Plan. The PIC has appointed an administrative committee (the “Administrative
Committee”) to oversee the day-to-day administration of the Plan, which includes the discretionary authority to interpret the Plan’s
provisions. The PIC has also appointed an investment committee (the “Investment Committee”) to oversee the day-to-day financial
affairs of the Plan. The members of the Administrative Committee and the Investment Committee are employees of HEI and its subsidiaries,
and these committees are chaired by a member of the PIC.
ASB and the Plan pay the Plan’s administrative fees.
The Plan’s trustee and certain of the mutual funds offered under the Plan provide revenue credits to the Plan, which are used to
pay for Plan administration, including recordkeeping. Participants are currently charged fees to initiate and maintain Plan loans and
for certain distributions. Participants may also be charged fees for other activities that they, their spouses or other beneficiaries
initiate, such as determinations with respect to domestic relations orders and the administration of qualified domestic relations orders.
For purposes of salary reduction (“401(k)”)
contributions, all common law employees of ASB (other than leased employees) are eligible to participate in the Plan upon one hour of
service. Participation in the 401(k) portion of the Plan is voluntary for eligible employees.
Employees may make 401(k) contributions of up to 100%
of available eligible compensation (i.e., compensation that is available after payroll taxes and other applicable withholdings) subject
to a federal tax limit of $19,500 in 2021.
Participants who are age 50 or older, or who attain age
50 during the year, may elect to make catch-up 401(k) contributions, subject to a federal tax limit of $6,500 in 2021.
For purposes of calculating contributions to the Plan, compensation
is defined as Box 1, W-2 earnings, modified to (a) exclude fringe benefits, employer nonelective contributions to a cafeteria
plan, reimbursements, moving and other expense allowances, special executive compensation, signing bonuses, retention bonuses, service
awards, and similar nonperformance based awards; and (b) include pre-tax elective contributions made by ASB to the Plan, a cafeteria
plan or a transportation spending plan. Special executive compensation
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
is noncash compensation and/or nonqualified deferred compensation,
available only to a select group of management employees.
Federal tax law limits the amount of annual compensation
that may be taken into account in determining contributions to the Plan. The maximum limit was $290,000 in 2021.
A participant may designate all or a portion of the participant’s
401(k) contributions as Roth after-tax contributions. To the extent a participant does not affirmatively designate a contribution
as a Roth contribution, such contribution will constitute a pre-tax contribution.
A participant or an eligible employee (whether or not a
participant) may make a direct rollover to the Plan of an eligible rollover distribution from another qualified defined benefit or defined
contribution plan. The Plan may accept direct rollovers of after-tax amounts from qualified retirement plans. The Administrative Committee
may consider traditional rollovers by eligible employees. To protect the tax-qualified status of the Plan, the Administrative Committee
may ask the eligible employee to provide an opinion of counsel or other evidence to establish that the requirements for a traditional
rollover have been satisfied.
After one year of service, ASB matches employee 401(k) contributions
at the rate of 100% of the first 4% of eligible compensation deferred. These matching contributions are known as “AmeriMatch”
contributions. For AmeriMatch contributions, compensation is defined in the same way it is defined for 401(k) contributions as described
in Note 1.c. above; however, compensation earned prior to an employee becoming eligible for AmeriMatch is not included.
For 2021, ASB made AmeriMatch contributions to the Plan
of $2,932,897.
| f. | Employer Discretionary Contributions |
The Plan also includes an annual discretionary profit sharing
feature (known as “AmeriShare”). All employees employed on the last day of any Plan year are eligible to share in any AmeriShare
allocation for that year. Exceptions to the “last-day requirement” are made for those who die, become disabled, or retire
during the year. Retirement is defined as termination of employment either after (i) attaining age 65 or (ii) attaining age
55 and completing 10 years of service with ASB, HEI or any HEI subsidiary. ASB did not make an AmeriShare contribution in 2022 for the
2021 Plan year.
Each participant has an individual account in the Plan,
which may include one or more subaccounts. Participants are at all times 100% vested in his or her total account, including all subaccounts.
A participant’s Plan benefits equals the vested balance in the participant’s account at the time of distribution. Each participant’s
account is credited with the participant’s elective 401(k) contributions, AmeriMatch and AmeriShare contributions and rollover
contributions, if applicable, and allocations of Plan earnings, gains or losses (whether realized or unrealized), and may be charged with
an allocable share of any administrative expenses paid by the Plan or charged directly to the participant’s account. Administrative
expenses, such as recordkeeping expenses, are partially paid through investment level fees borne by participants relative to certain designated
investment options that generate revenue credits for the Plan. Individual expenses, such as fees associated with loans and distributions,
are
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
charged directly to a participant’s individual account. Participant accounts are valued at the end of each day that the New
York Stock Exchange is open.
The Plan is intended to be an Employee Retirement Income
Security Act (“ERISA”) Section 404(c) plan, under which the fiduciaries of the Plan are relieved of liability for
any losses that are the direct and necessary result of a participant’s or beneficiary’s exercise of control over the investments
in his or her individual account. Participants are responsible for directing the investment of all amounts in their accounts using investment
options offered under the Plan and for the performance of such investments. As of December 31, 2021 and 2020, the Plan offered various
mutual funds, target-date funds, a common collective trust fund (2021 only) and directed investments in HEI common stock. Participants
may change their investment elections at any time. If a participant does not choose an investment option for any portion of the participant’s
account, such amounts are automatically invested in the age-appropriate Fidelity Freedom Index Fund or such other investment as the PIC
may direct, pending other direction by the participant.
The portion of the Plan that is invested in HEI common stock
is designated as an employee stock ownership plan (“ESOP”). Amounts contributed to the Plan for investment in HEI common stock
or transferred to investments in HEI common stock from other investment options become part of the ESOP component of the Plan.
Participants are not required to make any investment in
HEI common stock, and there are two limitations on the amount a participant may invest in HEI common stock. First, a participant may not
direct more than 20% of any contribution to HEI common stock. Second, participants and beneficiaries are prohibited from making transfers
or exchanges from other investment options into HEI common stock if the transfer or exchange would cause the participant’s or beneficiary’s
investment in HEI common stock to exceed 20% of the participant’s or beneficiary’s total account balance.
Distributions from participants’ accounts are generally
made upon retirement, death, permanent disability or other termination of employment. Distributions may be made in a single lump sum,
or a retired or terminated participant may elect to receive partial distributions (once per year) until the participant’s account
has been distributed in full or the participant elects to receive a single-sum distribution of the remaining account balance. Retired
participants may also receive required minimum distributions from the Plan.
Account balances of $5,000 or less are automatically distributed
upon termination of employment. Any automatic distribution of more than $1,000 (but not more than $5,000) is made in the form of an automatic
direct rollover to an Individual Retirement Account (“IRA”) designated by the Administrative Committee, unless the participant
requests a cash distribution or a direct rollover to an IRA or tax-qualified retirement plan of the participant’s choosing.
Distributions with respect to HEI common stock are made
in HEI common stock, unless requested in cash.
The participant’s account will be reduced by any unpaid
note balance at the time of distribution. However, unless rolled over, the balance of the unpaid note will be taxable to the participant.
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
Upon the death of a participant, the full value of the participant’s
vested account balance (reduced by any outstanding loans) is payable as a death benefit to the participant’s designated beneficiary.
| j. | Withdrawals While Employed |
Prior to termination of employment, 401(k) and certain
other contributions (and the associated investment earnings) may be withdrawn in the event of hardship.
Participants who elect to invest in HEI common stock (the
ESOP component of the Plan), may elect to receive cash distributions of periodic dividends attributable to such investments or may elect
to have such dividends reinvested through the Plan.
A participant who is age 59½ or older may elect to
receive an in-service distribution from his or her vested account balance once per year.
| k. | Notes Receivable from Participants |
Participants may borrow from their accounts. All loans must
be on commercially reasonable terms and be evidenced by a note. The minimum note amount is $1,000, and the maximum amount of all notes
under the Plan is limited to the lesser of $50,000, reduced by the highest outstanding note balance during the prior 12 months minus the
outstanding note balance from the Plan on the date the note is made, or 50% of the participant’s vested account balance. The term
of a note generally may not exceed 5 years, except that a note used to purchase a principal residence may have a term of up to 15 years.
The interest rate on a note is set at the time a participant applies for the note. The interest rate for 2021 and 2020 was 2 percentage
points above the Federal Reserve prime rate of interest as of the last working day of the month preceding the month the note was made.
All outstanding notes are collateralized by 50% of the participant’s vested account balance, determined when a note is approved.
No allowance for credit losses has been recorded as of December 31, 2021 or 2020. If a participant ceases to make loan repayments
and the Plan Administrator deems the participant loan to be in default, the default will be a deemed distribution. However, the participant’s
account will not be reduced until a distributable event occurs under the terms of the Plan. Notes outstanding at December 31, 2021,
bear interest at various rates ranging from 4.25% to 7.50%. Principal and interest payments are made ratably through payroll deductions.
Participants are allowed up to two notes outstanding at any one time from the Plan.
Participants are 100% vested in their account balances at
all times.
| 2. | Summary of Significant Accounting Policies |
The Plan prepares its financial statements under the accrual
method of accounting in accordance with U.S. generally accepted accounting principles.
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
| c. | Investment Valuation and Income Recognition |
The Plan’s investments are reported at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The PIC is responsible for the Plan’s valuation principles and utilizes information provided
by the Plan’s investment advisors and trustee. See Note 3 for a discussion of fair value measurements. Net appreciation or depreciation
in the fair value of investments includes realized and unrealized changes in the values of investments bought, sold and held during the
year.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
| d. | Notes Receivable from Participants |
Notes receivable from participants are measured at their
unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded
as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the Plan Administrator
deems the participant loan to be in default, the participant loan balance is treated as a deemed distribution. However, the participant’s
account will not be reduced until a distributable event occurs under the terms of the Plan.
The Plan records benefits when they are paid. There were
no participant elections to withdraw funds that remained unexecuted at December 31, 2021 and 2020.
Certain expenses of maintaining the Plan, such as recordkeeping,
consulting, legal and audit fees, are paid by the Bank and are excluded from these financial statements. Fees related to the administration
of notes receivable from participants and distributions are charged directly to the participant’s account and are included in administrative
expenses. Investment related expenses are included in the current year’s net change in fair value of investments.
| g. | Risks and Uncertainties |
The Plan may invest in various types of investment securities.
Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur
in the near term and such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
At both December 31, 2021 and 2020, approximately 7%
of the Plan’s net assets available for benefits consisted of HEI common stock.
The Plan Administrator has evaluated subsequent events through
June 29, 2022, the date the financial statements were issued.
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
| 3. | Fair Value Measurements |
| a. | Fair Value of Financial Instruments |
The following is a description of the valuation methodologies
used for assets measured at fair value:
Mutual Funds
Valued using a market approach based on the daily closing
price as reported on the active market in which the fund is traded. Mutual funds held by the Plan are open-end mutual funds that are registered
with the Securities and Exchange Commission. These funds are required to publish their daily Net Asset Value (“NAV”) and to
transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
HEI Common Stock
Valued using a market approach based on the daily closing
price as reported on the active market in which the stock is traded. The HEI common stock held by the Plan is deemed to be actively traded.
Common Collective Trust (“CCT”)
Fund
Valued using NAV as a practical expedient to estimate fair
value as reported by the CCT fund manager. The Plan’s investment in the T. Rowe Price Stable Value Common Trust Fund K is a CCT
comprised primarily of fully benefit-responsive synthetic investment contracts (“SIC”). SICs consists of units of a collective
investment trust and/or a portfolio of underlying assets owned by the trust and a wrap contract issued by a financially responsible third
party. Units in a CCT fund are not publicly traded, but rather are redeemable only by the issuer, and does not have a readily determinable
fair value. The CCT allows for daily redemption of participant-initiated withdrawals. The Plan is required to provide 12 months advance
written notice to the trustee prior to redemption of trust units; however, the notice period may be shortened or waived at the trustee’s
discretion. The value of the Plan’s investment in CCT funds represents the value of the Plan’s interest in the overall value
of the CCT fund. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities and an adjustment
from fair value to contract value for fully benefit-responsive investment contracts.
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective of future fair values, which may be materially affected by market conditions
and other circumstances. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different
fair value measurement at the reporting date.
Accounting Standards Codification 820, Fair Value Measurements
and Disclosures, provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The following are the three levels of the fair value hierarchy under
this standard:
| Level 1 | Inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Plan has the ability to access at the measurement date. |
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
| Level 2 | Inputs are quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that
are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation
or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially
the full term of the asset or liability. |
| Level 3 | Inputs are unobservable inputs for the asset or liability. |
The level in the fair value hierarchy within which a fair
measurement in its entirety falls is based on the lowest level of input that is significant to the fair value measurement in its entirety.
| 4. | Interest in Master Trust |
All the invested assets of the ASB 401(k) Plan are held
together with all the invested assets of the Hawaiian Electric Industries Retirement Savings Plan in a master trust (the “Master
Trust”) pursuant to a Master Trust Agreement among ASB and HEI and Fidelity Management Trust Company (“FMTC”) (the “Trustee”).
Each participating plan has a divided interest in the mutual funds, the CCT fund and HEI common stock in the Master Trust.
The value of the Plan’s interest in the Master Trust
is based on the beginning of the year value of the Plan’s interest in the Master Trust plus actual contributions, transfers and
allocated investment income or loss, less actual distributions and allocated administrative expenses. Investment income and administrative
expenses relating to the Master Trust are allocated to the individual plans based upon the daily valuation of the balances invested by
each plan. The net assets of the Master Trust and the Plan’s interest in the Master Trust net assets were as follows:
| December 31 | |
2021 | |
| | |
Master Trust | | |
Plan Interest
in the Master
Trust | |
| Investments | |
| | | |
| | |
| Mutual funds | |
$ | 843,692,432 | | |
$ | 181,274,058 | |
| HEI common stock | |
| 87,103,965 | | |
| 15,186,945 | |
| CCT fund | |
| 55,313,481 | | |
| 13,136,953 | |
| Net assets of the Master Trust | |
$ | 986,109,878 | | |
$ | 209,597,956 | |
| December 31 | |
2020 | |
| | |
Master Trust | | |
Plan Interest
in the Master
Trust | |
| Investments | |
| | | |
| | |
| Mutual funds | |
$ | 802,027,880 | | |
$ | 168,410,919 | |
| HEI common stock | |
| 76,960,305 | | |
| 12,601,290 | |
| Net assets of the Master Trust | |
$ | 878,988,185 | | |
$ | 181,012,209 | |
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
The investment income of the Master Trust was as follows:
| Year ended December 31 | |
2021 | |
| Net appreciation in fair value of investments, in the Master Trust | |
$ | 88,154,324 | |
| Dividends and interest | |
| 48,102,982 | |
| Total investment income | |
$ | 136,257,306 | |
The Master Trust’s investments at fair value by level
within the fair value hierarchy in each investment type were as follows:
| | |
Quoted Prices in | | |
Significant Other | | |
| |
| | |
Active Markets for | | |
Observable | | |
| |
| | |
Identical Assets | | |
Inputs | | |
| |
| December 31, 2021 | |
(Level 1) | | |
(Level 2) | | |
Total | |
| Investments | |
| | | |
| | | |
| | |
| Mutual funds | |
$ | 843,692,432 | | |
$ | - | | |
$ | 843,692,432 | |
| HEI common stock | |
| 87,103,965 | | |
| - | | |
| 87,103,965 | |
| Total assets in fair value hierarchy | |
| 930,796,397 | | |
| - | | |
| 930,796,397 | |
| CCT fund at NAV | |
| - | | |
| - | | |
| 55,313,481 | |
| Total investments at fair value | |
$ | 930,796,397 | | |
$ | - | | |
$ | 986,109,878 | |
| | |
Quoted Prices in | | |
Significant Other | | |
| |
| | |
Active Markets for | | |
Observable | | |
| |
| | |
Identical Assets | | |
Inputs | | |
| |
| December 31, 2020 | |
(Level 1) | | |
(Level 2) | | |
Total | |
| Investments | |
| | | |
| | | |
| | |
| Mutual funds | |
$ | 802,027,880 | | |
$ | - | | |
$ | 802,027,880 | |
| HEI common stock | |
| 76,960,305 | | |
| - | | |
| 76,960,305 | |
| Total assets in fair value hierarchy | |
$ | 878,988,185 | | |
$ | - | | |
$ | 878,988,185 | |
There were no Level 3 investments held by the Master Trust
as of December 31, 2021 or 2020.
Although it has not expressed any intent to do so, ASB has
the right under the Plan to discontinue its contributions at any time or to terminate the Plan.
The Plan and Master Trust are qualified under the Internal
Revenue Code (“Code”) and are exempt from federal income taxes under Sections 401(a) and 501(a) of the Code. On
October 22, 2013, the Internal Revenue Service (“IRS”) issued the latest favorable determination letter covering the
American Savings Bank
401(k) Plan
Notes to Financial Statements
December 31, 2021 and 2020
Plan. This latest determination letter does not cover amendments made to the Plan since January 1, 2013. Because of changes in the
IRS’s determination letter program, ASB will not be able to apply for periodic determination letters in the future. ASB and its
outside ERISA/tax counsel believe that the amendments made since January 1, 2013, meet applicable federal tax law requirements.
ASB is not aware of any Code
or ERISA violations that would jeopardize the Plan’s tax-exempt status and that could not be corrected under the IRS’s
Employee Plans Compliance Resolutions System. As of December 31, 2021 and 2020, ASB has concluded that there are no uncertain tax
positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan
is periodically audited by the IRS and the U.S. Department of Labor; however, there are currently no audits in progress. ASB believes
that the Plan is no longer subject to income tax examinations for tax years prior to 2018.
| 7. | Party-in-Interest Transactions |
Certain Plan investments represent shares of mutual funds
managed by Fidelity Management and Research Company (“FMR”). FMTC, an affiliate of FMR, is the Trustee of the Plan, and therefore,
transactions with FMR qualify as party-in-interest transactions under the prohibited transaction rules of ERISA for which a prohibited
transaction exemption exists.
Effective January 1, 2012, a revenue credit program
(“RCP”) for the Plan was implemented by FMTC under which credits are provided for the payment of expenses. Certain recordkeeping,
consulting, legal and audit fees incurred by the Plan may be included as administrative expenses in the Statement of Changes in Net Assets
Available for Benefits because they are paid through the RCP. During the year ended December 31, 2021, the RCP credits used to pay
expenses amounted to approximately $14,800. During the year ended December 31, 2021, fees for recordkeeping services provided by
Fidelity Investments Institutional Operations Company, Inc., an affiliate of both FMR and FMTC, amounted to approximately $17,200,
and were paid through the RCP, and any amounts owing in excess of the revenue credits were paid by ASB.
Plan participants may elect to invest in HEI common stock.
Since ASB is a wholly owned, indirect subsidiary of HEI, investments in HEI common stock are party-in-interest transactions under the
prohibited transaction rules of ERISA for which a statutory exemption exists. During the year ended December 31, 2021, the Plan
made purchases of approximately 26,000 shares of HEI common stock for a total purchase price of approximately $1.1 million and sales of
approximately 16,000 shares of HEI common stock for total sales proceeds of approximately $0.7 million.
American Savings Bank 401(k) Plan
EIN: 99-0208097, Plan: 004
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31,
2021
| | |
| |
(c) | |
| |
| | |
(b) | |
Description of Investment Including | |
| (e) | |
| | |
Identity of Issue, Borrower, | |
Maturity Date, Rate of Interest, | |
| Current | |
| (a) | | |
Lessor, or Similar Party | |
Collateral, Par, or Maturity Value | |
| Value | |
| * | | |
Plan interest in the Master Trust | |
| |
$ | 209,597,956 | |
| | | |
| |
| |
| | |
| * | | |
Participant Loans | |
348 loans with interest rates from 4.25% to 7.50%, maturing 2022 through 2036 | |
| 3,093,061 | |
| | | |
| |
| |
$ | 212,691,017 | |
NOTE:
Participant
loans are legally held by the American Savings Bank 401(k) Plan and Hawaiian Electric Industries Retirement Savings Plan Master Trust
(“DFE”); however Form 5500 Instructions and the Department of Labor’s electronic filing system require that
the participant loans be reported at the individual plan level. As such, the participant loans and attendant interest are reported in
the individual plan's Form 5500 and not in the DFE’s Form 5500.
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