UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2017~~March 31, 2021

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

For the transition period from to

Commission File Number 001-14585

FIRST HAWAIIAN, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		99-0156159
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

999 Bishop Street, 29th Floor

Honolulu, HI

96813

(Address of Principal Executive Offices)

(Zip Code)

~~(808)~~ (808) 525-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	FHB	NASDAQ Global Select Market

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 ☒⌧ No ☐.◻.

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 (section 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). Yes ☒⌧ No ☐.◻.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~accelerated filer ☐~~Accelerated Filer ⌧

Accelerated filer ☐◻

Non-accelerated filer ☒ ◻

~~(Do not check if smaller~~

Smaller reporting ~~company)~~company ☐

Emerging growth company ☒

~~Smaller reporting company~~ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.☒.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~139,586,282~~130,371,311 shares of Common Stock, par value $0.01 per share, were ~~issued and~~ outstanding as of ~~October 19, 2017.~~April 20, 2021.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,
(dollars in thousands, except per share amounts)

2017

2016

2017

2016
Interest income

Loans and lease financing

$
118,986

$
106,900

$
342,431

$
316,958
Available-for-sale securities

24,195

21,123

75,683

57,135
Other

2,089

1,311

4,096

6,114
Total interest income

145,270

129,334

422,210

380,207
Interest expense

Deposits

11,949

6,632

28,279

19,602
Short-term borrowings and long-term debt

2

19

13

183
Total interest expense

11,951

6,651

28,292

19,785
Net interest income

133,319

122,683

393,918

360,422
Provision for loan and lease losses

4,500

2,100

13,400

4,700
Net interest income after provision for loan and lease losses

128,819

120,583

380,518

355,722
Noninterest income

Service charges on deposit accounts

9,095

9,575

28,062

28,759
Credit and debit card fees

14,831

14,103

43,467

41,732
Other service charges and fees

8,510

8,768

25,717

26,909
Trust and investment services income

7,672

7,508

22,536

22,236
Bank-owned life insurance

3,119

7,115

10,624

13,263
Investment securities gains, net

—

30

—

25,761
Other

5,308

1,591

16,406

9,920
Total noninterest income

48,535

48,690

146,812

168,580
Noninterest expense

Salaries and employee benefits

41,579

42,106

128,136

128,762
Contracted services and professional fees

10,834

10,430

33,530

33,124
Occupancy

5,844

4,870

16,188

14,991
Equipment

4,174

4,192

12,898

12,135
Regulatory assessment and fees

3,668

3,546

11,192

8,869
Advertising and marketing

2,005

1,769

5,255

4,818
Card rewards program

4,703

4,512

13,832

10,743
Other

10,848

11,379

32,204

32,899
Total noninterest expense

83,655

82,804

253,235

246,341
Income before provision for income taxes

93,699

86,469

274,095

277,961
Provision for income taxes

35,336

33,234

102,097

104,335
Net income

$
58,363

$
53,235

$
171,998

$
173,626
Basic earnings per share

$
0.42

$
0.38

$
1.23

$
1.24
Diluted earnings per share

$
0.42

$
0.38

$
1.23

$
1.24
Dividends declared per share

$
0.22

$
0.20

$
0.66

$
0.42
Basic weighted-average outstanding shares

139,556,532

139,500,542

139,549,665

139,473,360
Diluted weighted-average outstanding shares

139,696,330

139,503,558

139,670,487

139,474,373


	Three Months Ended
	March 31,
(dollars in thousands, except per share amounts)	2021		2020
Interest income
Loans and lease financing	$	110,939	$	134,971
Available-for-sale securities		23,146		21,210
Other		491		2,351
Total interest income		134,576		158,532
Interest expense
Deposits		4,056		15,600
Short-term and long-term borrowings		1,362		4,249
Total interest expense		5,418		19,849
Net interest income		129,158		138,683
Provision for credit losses		—		41,200
Net interest income after provision for credit losses		129,158		97,483
Noninterest income
Service charges on deposit accounts		6,718		8,950
Credit and debit card fees		14,551		14,949
Other service charges and fees		8,846		8,539
Trust and investment services income		8,492		9,591
Bank-owned life insurance		2,389		2,260
Investment securities gains, net		—		85
Other		2,872		4,854
Total noninterest income		43,868		49,228
Noninterest expense
Salaries and employee benefits		43,936		44,829
Contracted services and professional fees		17,188		16,055
Occupancy		7,170		7,243
Equipment		5,491		4,708
Regulatory assessment and fees		2,034		1,946
Advertising and marketing		1,591		1,823
Card rewards program		4,835		7,015
Other		14,061		12,847
Total noninterest expense		96,306		96,466
Income before provision for income taxes		76,720		50,245
Provision for income taxes		19,027		11,380
Net income	$	57,693	$	38,865
Basic earnings per share	$	0.44	$	0.30
Diluted earnings per share	$	0.44	$	0.30
Basic weighted-average outstanding shares		129,933,104		129,895,706
Diluted weighted-average outstanding shares		130,589,878		130,351,585

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,
(dollars in thousands)

2017

2016

2017

2016
Net income

$
58,363

$
53,235

$
171,998

$
173,626
Other comprehensive income (loss), net of tax:

Net unrealized losses on pensions and other benefits

—

—

—

(46)
Net unrealized gains (losses) on investment securities

128

(6,023)

19,970

40,432
Net unrealized gains on cash flow derivative hedges

409

935

927

558
Other comprehensive income (loss)

537

(5,088)

20,897

40,944
Total comprehensive income

$
58,900

$
48,147

$
192,895

$
214,570


	Three Months Ended
	March 31,
(dollars in thousands)	2021		2020
Net income	$	57,693	$	38,865
Other comprehensive (loss) income, net of tax:
Net change in pensions and other benefits		—		(96)
Net change in investment securities		(75,039)		35,974
Other comprehensive (loss) income		(75,039)		35,878
Total comprehensive (loss) income	$	(17,346)	$	74,743

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

September 30,

December 31,
(dollars in thousands, except share amount)

2017

2016
Assets

Cash and due from banks

$
321,319

$
253,827
Interest-bearing deposits in other banks

793,046

798,231
Investment securities

5,314,973

5,077,514
Loans and leases

12,149,711

11,520,378
Less: allowance for loan and lease losses

137,327

135,494
Net loans and leases

12,012,384

11,384,884

Premises and equipment, net

289,689

300,788
Other real estate owned and repossessed personal property

564

329
Accrued interest receivable

44,728

41,971
Bank-owned life insurance

435,607

429,209
Goodwill

995,492

995,492
Other intangible assets

13,980

16,809
Other assets

343,845

362,775
Total assets

$
20,565,627

$
19,661,829
Liabilities and Stockholders' Equity

Deposits:

Interest-bearing

$
11,687,849

$
10,801,915
Noninterest-bearing

5,907,634

5,992,617
Total deposits

17,595,483

16,794,532
Short-term borrowings

—

9,151
Long-term debt

34

41
Retirement benefits payable

135,092

132,904
Other liabilities

253,160

248,716
Total liabilities

17,983,769

17,185,344

Commitments and contingent liabilities (Note 11)

Stockholders' equity

Common stock ($0.01 par value; authorized 300,000,000 shares; issued and outstanding 139,586,282 shares and 139,530,654 shares as of September 30, 2017 and December 31, 2016, respectively)

1,396

1,395
Additional paid-in capital

2,489,273

2,484,251
Retained earnings

158,303

78,850
Accumulated other comprehensive loss, net

(67,114)

(88,011)
Total stockholders' equity

2,581,858

2,476,485
Total liabilities and stockholders' equity

$
20,565,627

$
19,661,829


	March 31,		December 31,
(dollars in thousands, except share amount)	2021		2020
Assets
Cash and due from banks	$	278,994	$	303,373
Interest-bearing deposits in other banks		983,816		737,571
Investment securities, at fair value (amortized cost: $6,708,431 as of March 31, 2021 and $5,985,031 as of December 31, 2020)		6,692,479		6,071,415
Loans held for sale		9,390		11,579
Loans and leases		13,300,289		13,279,097
Less: allowance for credit losses		200,366		208,454
Net loans and leases		13,099,923		13,070,643

Premises and equipment, net		319,949		322,401
Accrued interest receivable		69,879		69,626
Bank-owned life insurance		468,927		466,537
Goodwill		995,492		995,492
Mortgage servicing rights		10,869		10,731
Other assets		567,878		603,463
Total assets	$	23,497,596	$	22,662,831
Liabilities and Stockholders' Equity
Deposits:
Interest-bearing	$	11,958,606	$	11,705,609
Noninterest-bearing		8,175,075		7,522,114
Total deposits		20,133,681		19,227,723
Long-term borrowings		200,010		200,010
Retirement benefits payable		143,736		143,373
Other liabilities		336,539		347,621
Total liabilities		20,813,966		19,918,727

Commitments and contingent liabilities (Note 12)

Stockholders' equity
Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 140,455,180 / 129,749,890 as of March 31, 2021; issued/outstanding: 140,191,133 / 129,912,272 as of December 31, 2020)		1,405		1,402
Additional paid-in capital		2,517,048		2,514,014
Retained earnings		497,418		473,974
Accumulated other comprehensive (loss) income, net		(43,435)		31,604
Treasury stock (10,705,290 shares as of March 31, 2021 and 10,278,861 shares as of December 31, 2020)		(288,806)		(276,890)
Total stockholders' equity		2,683,630		2,744,104
Total liabilities and stockholders' equity	$	23,497,596	$	22,662,831

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

Accumulated

Additional

Other

Net

Common Stock

Paid-In

Retained

Comprehensive

(dollars in thousands, except share amounts)

Investment

Shares

Amount

Capital

Earnings

Loss

Total
Balance as of December 31, 2015

$
2,788,200

139,459,620

$
—

$
—

$
—

$
(51,259)

$
2,736,941
Net income prior to reorganization on April 1, 2016

65,531

—

—

—

—

—

65,531
Distributions prior to reorganization on April 1, 2016

(363,624)

—

—

—

—

—

(363,624)
Recapitalization of First Hawaiian, Inc.

(2,490,107)

—

1,395

2,488,712

—

—

—
Net income

—

—

—

—

108,095

—

108,095
Cash dividends declared ($0.42 per share)

—

—

—

—

(57,891)

—

(57,891)
Equity-based awards

—

—

—

1,913

—

—

1,913
Contributions

—

—

—

61,992

—

—

61,992
Distributions

—

—

—

(69,938)

—

—

(69,938)
Other comprehensive income, net of tax

—

—

—

—

—

40,944

40,944
Balance as of September 30, 2016

$
—

139,459,620

$
1,395

$
2,482,679

$
50,204

$
(10,315)

$
2,523,963

Balance as of December 31, 2016

$
—

139,530,654

$
1,395

$
2,484,251

$
78,850

$
(88,011)

$
2,476,485
Net income

—

—

—

—

171,998

—

171,998
Cash dividends declared ($0.66 per share)

—

—

—

—

(92,101)

—

(92,101)
Common stock issued under Employee Stock Purchase Plan

—

15,961

—

528

—

—

528
Equity-based awards

—

39,667

1

4,494

(444)

—

4,051
Other comprehensive income, net of tax

—

—

—

—

—

20,897

20,897
Balance as of September 30, 2017

$
—

139,586,282

$
1,396

$
2,489,273

$
158,303

$
(67,114)

$
2,581,858


	Three Months Ended March 31, 2021
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive		Treasury
(dollars in thousands, except share amounts)	Shares	Amount		Capital		Earnings		Income (Loss)		Stock		Total
Balance as of December 31, 2020	129,912,272	$	1,402	$	2,514,014	$	473,974	$	31,604	$	(276,890)	$	2,744,104
Net income	—		—		—		57,693		—		—		57,693
Cash dividends declared ($0.26 per share)	—		—		—		(33,812)		—		—		(33,812)
Equity-based awards	170,082		3		3,034		(437)		—		(2,373)		227
Common stock repurchased	(332,464)		—		—		—		—		(9,543)		(9,543)
Other comprehensive loss, net of tax	—		—		—		—		(75,039)		—		(75,039)
Balance as of March 31, 2021	129,749,890	$	1,405	$	2,517,048	$	497,418	$	(43,435)	$	(288,806)	$	2,683,630


	Three Months Ended March 31, 2020
								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive		Treasury
(dollars in thousands, except share amounts)	Shares	Amount		Capital		Earnings		Loss (Income)		Stock		Total
Balance as of December 31, 2019	129,928,479	$	1,399	$	2,503,677	$	437,072	$	(31,749)	$	(270,141)	$	2,640,258
Cumulative-effect adjustment of a change in accounting principle, net of tax: ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments	—		—		—		(12,517)		—		—		(12,517)
Net income	—		—		—		38,865		—		—		38,865
Cash dividends declared ($0.26 per share)	—		—		—		(33,782)		—		—		(33,782)
Equity-based awards	117,248		2		2,800		(315)		—		(1,504)		983
Common stock repurchased	(217,759)		—		—		—		—		(5,000)		(5,000)
Other comprehensive income, net of tax	—		—		—		—		35,878		—		35,878
Balance as of March 31, 2020	129,827,968	$	1,401	$	2,506,477	$	429,323	$	4,129	$	(276,645)	$	2,664,685

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

FIRST HAWAIIAN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

September 30,
(dollars in thousands)

2017

2016
Cash flows from operating activities

Net income

$
171,998

$
173,626
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan and lease losses

13,400

4,700
Depreciation, amortization and accretion, net

46,273

39,786
Deferred income taxes

(6,348)

(176)
Stock-based compensation

4,171

2,059
Gains on sale of bank properties

(2,667)

—
Other (gains) losses

(133)

14
Net gains on investment securities

—

(25,761)
Change in assets and liabilities:

Net increase in other assets (1)

(935)

(13,643)
Net decrease in other liabilities

(11,257)

(1,367)
Net cash provided by operating activities

214,502

179,238
Cash flows from investing activities

Available-for-sale securities:

Proceeds from maturities and principal repayments

644,854

893,184
Proceeds from sales

—

533,687
Purchases

(864,049)

(2,673,977)
Other investments:

Proceeds from sales

13,318

17,636
Purchases

(11,484)

(17,959)
Loans:

Net increase in loans and leases resulting from originations and principal repayments

(626,262)

(676,234)
Proceeds from sales of loans originated for investment

1,775

—
Purchases of loans

(11,626)

—
Proceeds from bank-owned life insurance

4,226

5,777
Purchases of premises, equipment and software

(5,964)

(11,179)
Proceeds from sales of premises and equipment

3,857

63
Proceeds from sales of other real estate owned

635

407
Other

(1,572)

50
Net cash used in investing activities

(852,292)

(1,928,545)
Cash flows from financing activities

Net increase in deposits

800,951

903,603
Net decrease in short-term borrowings

(9,151)

(207,000)
Repayment of long-term debt

(10)

(10)
Dividends paid

(92,101)

(57,891)
Distributions paid

—

(363,624)
Stock tendered for payment of withholding taxes (1)

(120)

(146)
Proceeds from employee stock purchase plan

528

—
Net cash provided by financing activities

700,097

274,932
Net increase (decrease) in cash and cash equivalents

62,307

(1,474,375)
Cash and cash equivalents at beginning of period

1,052,058

2,650,195
Cash and cash equivalents at end of period

$
1,114,365

$
1,175,820

Supplemental disclosures

Interest paid

$
24,692

$
19,034
Income taxes paid, net of income tax refunds

87,240

152,950
Noncash investing and financing activities:

Transfers from loans and leases to other real estate owned

759

1,056
Transfers from loans and leases to loans held for sale

1,759

—
Derivative liability entered into in connection with sale of investment securities

—

8,828

⁽¹⁾

~~Prior period has been revised to conform to the current period presentation.~~


	Three Months Ended
	March 31,
(dollars in thousands)	2021		2020
Cash flows from operating activities
Net income	$	57,693	$	38,865
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses		—		41,200
Depreciation, amortization and accretion, net		13,643		17,121
Deferred income tax provision		355		6,624
Stock-based compensation		3,037		2,802
Other losses (gains)		1,090		(15)
Originations of loans held for sale		(61,552)		(41,062)
Proceeds from sales of loans held for sale		67,067		35,435
Net gains on sales of loans originated for investment and held for sale		(1,486)		(2,459)
Net gains on investment securities		—		(85)
Change in assets and liabilities:
Net decrease (increase) in other assets		27,030		(22,164)
Net increase (decrease) in other liabilities		47,323		(128,111)
Net cash provided by (used in) operating activities		154,200		(51,849)
Cash flows from investing activities
Available-for-sale securities:
Proceeds from maturities and principal repayments		448,655		259,447
Proceeds from calls and sales		145		78,472
Purchases		(1,178,760)		(272,324)
Other investments:
Proceeds from sales		2,404		8,492
Purchases		(14,515)		(9,196)
Loans:
Net increase in loans and leases resulting from originations and principal repayments		(45,193)		(276,113)
Proceeds from sales of loans originated for investment		220		132,011
Purchases of loans		(558)		(30,244)
Proceeds from bank-owned life insurance		—		906
Purchases of premises, equipment and software		(3,791)		(14,728)
Proceeds from sales of premises and equipment		—		185
Proceeds from sales of other real estate owned		—		69
Other		(1,171)		(1,035)
Net cash used in investing activities		(792,564)		(124,058)
Cash flows from financing activities
Net increase in deposits		905,958		575,008
Dividends paid		(33,812)		(33,782)
Stock tendered for payment of withholding taxes		(2,373)		(1,504)
Common stock repurchased		(9,543)		(5,000)
Net cash provided by financing activities		860,230		534,722
Net increase in cash and cash equivalents		221,866		358,815
Cash and cash equivalents at beginning of period		1,040,944		694,017
Cash and cash equivalents at end of period	$	1,262,810	$	1,052,832

Supplemental disclosures
Interest paid	$	8,894	$	24,163
Income taxes paid, net of income tax refunds		981		5,165
Noncash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for new lease obligations		6,864		—
Transfers from loans and leases to loans held for sale		1,840		131,201

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

FIRST HAWAIIAN, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Basis of Presentation

First Hawaiian, Inc. (“FHI” or the “Parent”), a bank holding company, owns 100% of the outstanding common stock of First Hawaiian Bank (“FHB” or the “Bank”), its only direct, ~~wholly-owned~~wholly owned subsidiary. ~~FHI is~~FHB offers a ~~majority-owned, indirect subsidiary~~comprehensive suite of ~~BNP Paribas (“BNPP”), a financial institution based in France.~~banking services, including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services, to consumer and commercial customers.

~~Reorganization Transactions~~

In connection with FHI’s initial public offering (“IPO”) in August 2016, in which BNPP sold approximately 17% of its interest in FHI, BNPP announced its intent to sell a controlling interest in FHI, including its wholly-owned subsidiary FHB, over time, subject to market conditions and other considerations. On April 1, 2016, a series of reorganization transactions (the “Reorganization Transactions”) were undertaken to facilitate the IPO. As part of the Reorganization Transactions, FHI, which was then known as BancWest Corporation (“BancWest”), formed a new bank holding company, BancWest Holding Inc. (“BWHI”), a Delaware corporation and a direct wholly-owned subsidiary of BancWest, and contributed 100% of its interest in Bank of the West (“BOW”), as well as other assets and liabilities not related to FHB, to BWHI. Following the contribution of BOW to BWHI, BancWest distributed its interest in BWHI to BNPP. As part of these transactions, BancWest amended its certificate of incorporation to change its name to “First Hawaiian, Inc.”, with First Hawaiian Bank remaining as the only direct wholly-owned subsidiary of FHI.

On July 1, 2016, in order to comply with the Board of Governors of the Federal Reserve System’s requirement (under Regulation YY) applicable to BNPP that a foreign banking organization with $50 billion or more in U.S. non-branch assets as of June 30, 2015 establish a U.S. intermediate holding company and hold its interest in the substantial majority of its U.S. subsidiaries through the intermediate holding company by July 1, 2016, FHI became an indirect subsidiary of BNP Paribas USA, Inc. (“BNP Paribas USA”), BNPP’s U.S. intermediate holding company. As part of that reorganization, FHI became a direct wholly-owned subsidiary of BancWest Corporation (“BWC”), a direct wholly-owned subsidiary of BNP Paribas USA.

On August 4, 2016, FHI’s common stock began trading on the NASDAQ Global Select Market under the ticker symbol “FHB”. On August 9, 2016, the IPO of 24,250,000 shares of FHI common stock, which included the full exercise of the underwriters’ option to purchase an additional 3,163,043 shares, at $23.00 per share was completed. On February 17, 2017, a secondary offering of 28,750,000 shares of FHI common stock, which included the full exercise of the underwriters’ option to purchase an additional 3,750,000 shares, at $32.00 per share was completed. FHI did not receive any of the proceeds from the sales of shares by BNPP. Following the secondary offering and exercise of the underwriters’ option to purchase additional shares in February 2017, BNPP beneficially owned approximately 62% of FHI’s common stock. BNPP continued to beneficially own approximately 62% of FHI’s common stock as of September 30, 2017.

~~Basis of Presentation~~

The accompanying unaudited interim consolidated financial statements of First Hawaiian, Inc. and Subsidiary (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

The accompanying unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair presentation of the interim period consolidated financial information, have been made. Results of operations for interim periods are not necessarily indicative of results to be expected for the entire year. Intercompany account balances and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events, actual results may differ from these estimates.

Accounting Standards Adopted in ~~2017~~2021

In ~~March 2016,~~October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. ~~2016-09,~~ ~~Compensation – Stock Compensation (Topic 718),~~2020-08, Codification Improvements to ~~Employee Share-Based Payment Accounting~~Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs. This guidance requires entities to record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the statement of income; changes the classification of excess tax benefits to an operating activity in the statement of cash flows; allows entities to elect whether to account for forfeitures of share-based payments by recognizing forfeitures of awards as they occur or by estimating the number of awards expected to be forfeited and adjusting the estimate when it is no longer probable that the employee will fulfill the service condition, as was previously required; and permitting entities to withhold upPrior to the ~~maximum individual statutory tax rate without classifying the awards as a liability. Upon~~ adoption of ASU No. ~~2016-09~~2020-08, previous guidance shortened the amortization period for certain purchased callable debt securities held at a premium by requiring that entities amortize the premium associated with those callable debt securities to the earliest call date. The guidance in ASU No. 2020-08 changes the amortization period so that an entity shall amortize the premium to the next call date. The Company adopted the provisions of ASU No. 2020-08 on January 1, ~~2017, the Company made an accounting policy election to recognize forfeitures of stock-based awards as they occur. The adoption of ASU No. 2016-09~~2021 and it did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

~~The following~~There were no ASUs ~~have been~~ issued by the FASB ~~and are~~that were applicable to the Company in future reporting periods.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. This guidance amends most of the currently existing revenue recognition principles and requires entities to recognize revenues when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Approximately 73% of the Company’s revenue is comprised of net interest income on loans, leases, investment securities and deposits, and is explicitly out of scope of the new revenue recognition guidance. The Company has completed an overall assessment of revenue streams that will be potentially affected by the new guidance. The Company has also substantially completed the identification and review of contracts that are under the scope of the new guidance. These contracts include those related to commission income, service charges and fees on deposit accounts, and trust and custody services. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company expects to adopt a modified retrospective transition approach, in which the guidance would only be applied to existing contracts in effect at the adoption date and new contracts entered into after the adoption date. The adoption of ASU No. 2014-09 is not expected to have a material impact on the Company’s consolidated financial statements.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ This guidance provides that lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period presented in the financial statements. The Company has lease agreements, such as leases for branch locations, which are currently considered operating leases, and therefore, not recognized on the Company’s consolidated balance sheets. The Company preliminarily expects the new guidance will require these lease agreements to be recognized on the consolidated balance sheets as a right-of-use asset with a corresponding lease liability. However, the Company continues to evaluate the extent of the potential impact this guidance will have on the Company’s consolidated financial statements.

~~In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance changes the accounting for credit losses on loans and debt~~

securities. For loans and held-to-maturity debt securities, this update requires a current expected credit loss (“CECL”) approach to determine the allowance for credit losses. The CECL approach requires loss estimates for the remaining estimated life of the financial asset using historical experience, current conditions and reasonable and supportable forecasts. In addition, this guidance modifies the other-than-temporary impairment model for available-for-sale debt securities to require an allowance for credit impairment instead of a direct write-down, which allows for a reversal of credit losses in future periods. This update requires entities to record a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with earlier adoption permitted. The Company is currently evaluating the capability of its existing systems and processes to support the implementation of this new standard as well as the impact that this standard will have on the Company’s consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.~~ This guidance simplifies the subsequent measurement of goodwill by eliminating Step 2 from the current two-step goodwill impairment test. This guidance provides that a goodwill impairment test be conducted by comparing the fair value of a reporting unit with its carrying amount. Entities are to recognize an impairment charge for goodwill by the amount by which the carrying amount exceeds the reporting unit’s fair value. Entities will continue to have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.~~ This guidance requires entities to report the service cost component of net periodic benefit cost in the same line item as other compensation costs arising from services rendered by pertinent employees during the reporting period. The other components of net periodic benefit costs are to be presented in the income statement separately from the service cost component. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of ASU No. 2017-07 is not expected to have a material impact on the Company’s consolidated financial statements.

~~In March 2017, the FASB issued ASU No. 2017-08,~~ ~~Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.~~ Under current GAAP, entities normally amortize the premium as an adjustment of yield over the contractual life of the instrument. This guidance shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company’s consolidated financial statements.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting.~~ This guidance applies to entities that change the terms or conditions of a share-based payment award. This update clarifies when an entity should account for a change as a modification. Modification accounting will be required only if the fair value, the vesting conditions or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements.

~~In August 2017, the FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities.~~ This guidance changes the recognition and presentation requirements of hedge accounting, including eliminating the requirement to separately measure and report hedge ineffectiveness and presenting all items that affect earnings in the same income statement line as the hedged item. This guidance also provides new alternatives for applying hedge accounting to additional hedging strategies, measuring the hedged item in fair value hedges of interest rate risk, reducing the complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method, and reducing the risk of material error corrections if a company applies the shortcut method inappropriately. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017-12 is not expected to have a material impact on the Company’s consolidated financial statements.

2. Investment Securities

As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, investment securities consisted predominantly of the following investment categories:

U.S. Treasury and debt securities– includes U.S. Treasury notes and debt securities issued by ~~government-sponsored enterprises.~~government agencies.

~~Mortgage- and asset-backed~~Mortgage-backed securities– includes securities backed by notes or receivables secured by ~~either~~ mortgage ~~or prime auto~~ assets with cash flows based on actual or scheduled payments.

Table of Contents

Collateralized mortgageobligations– includes securities backed by a pool of mortgages with cash flows distributed based on certain rules rather than pass through payments.

As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, all of the Company’s investment securities were classified as ~~debt securities and~~ available-for-sale. Amortized cost and fair value of securities as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 were as follows:


	September 30, 2017								December 31, 2016
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair

																	March 31, 2021								December 31, 2020
																	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(dollars in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury securities	$	404,693	$	—	$	(7,927)	$	396,766	$	405,637	$	—	$	(13,164)	$	392,473
Government-sponsored enterprises debt securities		249,711		26		(4,599)		245,138		249,707		16		(7,056)		242,667
Government agency mortgage-backed securities		163,289		—		(3,502)		159,787		190,485		—		(4,822)		185,663
Government-sponsored enterprises mortgage-backed securities		186,957		234		(3,052)		184,139		208,034		385		(4,034)		204,385
Non-government asset-backed securities		101		—		—		101		12,592		—		(9)		12,583
U.S. Treasury and government agency debt securities																	$	177,745	$	447	$	(2,468)	$	175,724	$	170,123	$	1,359	$	(61)	$	171,421
Mortgage-backed securities:
Residential - Government agency																		129,908		3,986		—		133,894		155,169		5,293		—		160,462
Residential - Government-sponsored enterprises																		797,426		10,867		(7,373)		800,920		434,282		13,643		(725)		447,200
Commercial - Government agency																		523,293		8,068		(3,845)		527,516		583,232		16,537		(119)		599,650
Commercial - Government-sponsored enterprises																		1,180,034		1,676		(47,535)		1,134,175		931,095		9,045		(7,983)		932,157
Collateralized mortgage obligations:
Government agency		3,551,654		1,129		(38,879)		3,513,904		3,409,822		794		(58,794)		3,351,822		1,818,181		29,899		(2,982)		1,845,098		1,902,326		32,246		(1,019)		1,933,553
Government-sponsored enterprises		824,664		1,529		(11,055)		815,138		700,338		789		(13,206)		687,921		2,081,844		15,537		(22,229)		2,075,152		1,808,804		18,991		(823)		1,826,972
Total available-for-sale securities	$	5,381,069	$	2,918	$	(69,014)	$	5,314,973	$	5,176,615	$	1,984	$	(101,085)	$	5,077,514	$	6,708,431	$	70,480	$	(86,432)	$	6,692,479	$	5,985,031	$	97,114	$	(10,730)	$	6,071,415

Accrued interest receivable related to available-for-sale investment securities was $11.3 million and $10.6 million as of March 31, 2021 and December 31, 2020, respectively, and is recorded separately from the amortized cost basis of investment securities on the Company’s interim consolidated balance sheets.

Proceeds from calls and sales of investment securities were $0.1 million and nil for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2017.~~March 31, 2021, respectively. Proceeds from calls and sales of investment securities ~~totaled $46.2~~were $75.0 million and ~~nil,~~$3.5 million, respectively, for the three months ended September 30, 2016, and $121.2 million and $505.0 million, respectively, for the nine months ended September 30, 2016. Gross realized gains were nil for both the three and nine months ended September 30, 2017. Including the 2016 sale of Visa Class B restricted shares described below, theMarch 31, 2020. The Company recorded gross realized gains of ~~nil~~NaN and ~~$25.8 million~~gross realized losses of NaN for the three ~~and nine~~ months ended ~~September 30, 2016, respectively. Gross~~March 31, 2021. The Company recorded gross realized ~~losses were nil for both the three~~gains of $0.1 million and ~~nine months ended September 30, 2017. There were no~~ gross realized losses of NaN for the three ~~and nine~~ months ended ~~September 30, 2016.~~March 31, 2020. The ~~provision for~~ income ~~taxes~~tax benefit related to the Company’s net realized loss on the sale of investment securities was NaN during the three months ended March 31, 2021. The income tax expense related to the net realized gains on the sale of investment securities was ~~nil~~NaN for the three ~~and nine~~ months ended ~~September 30, 2017 and nil and $10.2 million for the three and nine months ended September 30, 2016, respectively.~~March 31, 2020. Gains and losses realized on sales of securities are determined using the specific identification method.

Interest income from taxable investment securities was ~~$24.2~~$22.1 million and ~~$21.1~~$21.2 million, respectively, for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and $75.7 million and $57.1 million for the nine months ended September 30, 2017 and 2016, respectively. The Company did not own any~~2020. Interest income from non-taxable investment securities was $1.0 million and NaN, respectively, during ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020.

The amortized cost and fair value of debt securities issued by the U.S. Treasury and ~~government-sponsored enterprises debt securities~~government agencies as of ~~September 30, 2017,~~March 31, 2021, by contractual maturity, are shown below. Mortgage-backed securities ~~asset-backed securities~~ and

~~Table of Contents~~

collateralized mortgage obligations are disclosed separately in the table below as remaining expected maturities will differ from contractual maturities as borrowers have the right to prepay obligations.

September 30, 2017

Amortized

Fair
(dollars in thousands)

Cost

Value
Due after one year through five years

$
330,821

$
323,769
Due after five years through ten years

323,583

318,135

654,404

641,904

Government agency mortgage-backed securities

163,289

159,787
Government-sponsored enterprises mortgage-backed securities

186,957

184,139
Non-government asset-backed securities

101

101
Collateralized mortgage obligations:

Government agency

3,551,654

3,513,904
Government-sponsored enterprises

824,664

815,138
Total mortgage- and asset-backed securities

4,726,665

4,673,069
Total available-for-sale securities

$
5,381,069

$
5,314,973

Table of Contents


	March 31, 2021
	Amortized		Fair
(dollars in thousands)	Cost		Value
Due in one year or less	$	—	$	—
Due after one year through five years		41,513		41,878
Due after five years through ten years		83,988		83,461
Due after ten years		52,244		50,385
		177,745		175,724

Mortgage-backed securities:
Residential - Government agency		129,908		133,894
Residential - Government-sponsored enterprises		797,426		800,920
Commercial - Government agency		523,293		527,516
Commercial - Government-sponsored enterprises		1,180,034		1,134,175
Total mortgage-backed securities		2,630,661		2,596,505
Collateralized mortgage obligations:
Government agency		1,818,181		1,845,098
Government-sponsored enterprises		2,081,844		2,075,152
Total collateralized mortgage obligations		3,900,025		3,920,250
Total available-for-sale securities	$	6,708,431	$	6,692,479

At ~~September 30, 2017,~~March 31, 2021, pledged securities totaled ~~$3.7~~$2.6 billion, of which ~~$3.4~~$2.4 billion was pledged to secure public deposits and ~~$230.6~~$184.2 million was pledged to secure other financial transactions. At December 31, ~~2016,~~2020, pledged securities totaled ~~$2.7~~$2.4 billion, of which ~~$2.5~~$2.3 billion was pledged to secure public deposits and ~~repurchase agreements, and $209.1~~$186.1 million was pledged to secure other financial transactions.

The Company held no0 securities of any single issuer, other than debt securities issued by the U.S. government, government ~~agency~~agencies and government-sponsored enterprises, taken in the aggregate, which were in excess of 10% of stockholders’ equity as of ~~September 30, 2017 and~~March 31, 2021 or December 31, ~~2016.~~2020.

The following ~~table presents~~tables present the unrealized gross ~~unrealized~~ losses and fair values of securities in the available-for-sale portfolio by length of time that the ~~169~~145 and ~~158~~50 individual securities in each category have been in a continuous loss position as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively. The ~~gross~~ unrealized losses on investment securities were ~~primarily~~ attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.


	Time in Continuous Loss as of September 30, 2017
	Less Than 12 Months				12 Months or More				Total
	Unrealized				Unrealized				Unrealized

													Time in Continuous Loss as of March 31, 2021
													Less Than 12 Months				12 Months or More				Total
													Unrealized				Unrealized				Unrealized
(dollars in thousands)	Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value
U.S. Treasury securities	$	(802)	$	97,031	$	(7,125)	$	299,735	$	(7,927)	$	396,766
Government-sponsored enterprises debt securities		(1,471)		111,554		(3,128)		98,558		(4,599)		210,112
Government agency mortgage-backed securities		(2,080)		111,991		(1,422)		47,796		(3,502)		159,787
Government-sponsored enterprises mortgage-backed securities		(441)		36,211		(2,611)		141,003		(3,052)		177,214
U.S. Treasury and government agency debt securities													$	(2,468)	$	121,457	$	—	$	—	$	(2,468)	$	121,457
Mortgage-backed securities:
Residential - Government-sponsored enterprises														(7,373)		511,463		—		—		(7,373)		511,463
Commercial - Government agency														(3,845)		248,776		—		—		(3,845)		248,776
Commercial - Government-sponsored enterprises														(47,535)		898,725		—		—		(47,535)		898,725
Collateralized mortgage obligations:
Government agency		(12,237)		1,589,897		(26,642)		1,336,841		(38,879)		2,926,738		(2,974)		370,875		(8)		5,020		(2,982)		375,895
Government-sponsored enterprises		(2,274)		319,802		(8,781)		241,718		(11,055)		561,520		(22,229)		1,036,086		—		—		(22,229)		1,036,086
Total available-for-sale securities with unrealized losses	$	(19,305)	$	2,266,486	$	(49,709)	$	2,165,651	$	(69,014)	$	4,432,137	$	(86,424)	$	3,187,382	$	(8)	$	5,020	$	(86,432)	$	3,192,402

Time in Continuous Loss as of December 31, 2016

Less Than 12 Months

12 Months or More

Total

Unrealized

Unrealized

Unrealized

(dollars in thousands)

Losses

Fair Value

Losses

Fair Value

Losses

Fair Value
U.S. Treasury securities

$
(13,164)

$
392,473

$
—

$
—

$
(13,164)

$
392,473
Government-sponsored enterprises debt securities

(7,056)

207,651

—

—

(7,056)

207,651
Government agency mortgage-backed securities

(4,822)

185,663

—

—

(4,822)

185,663
Government-sponsored enterprises mortgage-backed securities

(4,034)

195,848

—

—

(4,034)

195,848
Non-government asset-backed securities

(3)

5,202

(6)

7,381

(9)

12,583
Collateralized mortgage obligations:

Government agency

(51,484)

2,847,103

(7,310)

233,706

(58,794)

3,080,809
Government-sponsored enterprises

(1,807)

252,065

(11,399)

279,282

(13,206)

531,347
Total available-for-sale securities with unrealized losses

$
(82,370)

$
4,086,005

$
(18,715)

$
520,369

$
(101,085)

$
4,606,374


	Time in Continuous Loss as of December 31, 2020
	Less Than 12 Months				12 Months or More				Total
	Unrealized				Unrealized				Unrealized
(dollars in thousands)	Losses		Fair Value		Losses		Fair Value		Losses		Fair Value
U.S. Treasury and government agency debt securities	$	(61)	$	38,507	$	—	$	—	$	(61)	$	38,507
Mortgage-backed securities:
Residential - Government-sponsored enterprises		(725)		64,987		—		—		(725)		64,987
Commercial - Government agency		(119)		32,346		—		—		(119)		32,346
Commercial - Government-sponsored enterprises		(7,983)		427,759		—		—		(7,983)		427,759
Collateralized mortgage obligations:
Government agency		(994)		209,124		(25)		6,190		(1,019)		215,314
Government-sponsored enterprises		(823)		296,160		—		—		(823)		296,160
Total available-for-sale securities with unrealized losses	$	(10,705)	$	1,068,883	$	(25)	$	6,190	$	(10,730)	$	1,075,073

~~Other-Than-Temporary Impairment (“OTTI”)~~

Unrealized losses for all investment securities are reviewed to determine whether the losses are other than temporary. Investment securities are evaluated for OTTI on at least a quarterly basis, and more frequently when economic and market conditions warrant such an evaluation, to determine whether the decline in fair value below amortized cost is other than temporary.

The term other-than-temporary is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a general lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. The decline in value is not related to any issuer- or industry-specific credit event. At ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, the Company did not have any securities with the intent to sell and determined it was more likely than not that the Company would not be required to sell the securities prior to recovery of the amortized cost basis. As the Company ~~has~~had the intent and ability to hold the remaining securities in an unrealized loss position as of March 31, 2021 and December 31, 2020, each security with an unrealized loss position in the above tables has been further assessed to determine if a credit loss exists. If it is probable that the Company will not collect all amounts due according to the contractual terms of an investment security, an OTTI is considered to have occurred. In determining whether a credit loss exists, the Company estimates the present value of future cash flows expected to be collected from the investment security. If the present value of future cash flows is less than the amortized cost basis of the security, an OTTI exists. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, the Company did not expect any credit losses in its debt securities and ~~no OTTI was~~0 credit losses were recognized on securities during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and for the year ended December 31, ~~2016.~~2020.

As of March 31, 2021 and December 31, 2020, the Company’s available-for-sale investment securities were comprised entirely of debt, mortgage-backed securities and collateralized mortgage obligations issued by the U.S. Government and its agencies. Management has concluded that the long history with no credit losses from these issuers indicates an expectation that nonpayment of the amortized cost basis is zero. The Company’s available-for-sale investment securities are explicitly or implicitly fully guaranteed by the U.S. government. The U.S. government can print its own currency and its currency is routinely held by central banks and other major financial institutions. The dollar is used in international commerce, and commonly is viewed as a reserve currency, all of which qualitatively indicates that historical credit loss information should be minimally affected by current conditions and reasonable and supportable forecasts. Thus, the Company has not recorded an allowance for credit losses for its available-for-sale debt securities as of March 31, 2021 and December 31, 2020.

Visa Class B Restricted Shares

In 2008, the Company received 394,000 Visa Class B restricted shares as part of Visa’s ~~initial public offering.~~IPO. Visa Class B restricted shares are not currently convertible to publicly traded Visa Class A common shares, and only transferable in limited circumstances, until the settlement of certain litigation which are indemnified by Visa members, including the Company. As there are existing transfer restrictions and the outcome of the aforementioned litigation is uncertain, these shares were included in the consolidated balance sheets at their historical cost of $0.

~~During the nine months ended September 30,~~In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted ~~shares (recorded in the three months ended March 31, 2016).~~shares. Concurrent with the sale of the Visa Class B restricted shares, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion ~~ratio~~rate to unrestricted Class A common shares. On June 28, 2018, Visa additionally funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on July 5, 2018, Visa announced a decrease in conversion rate from 1.6483 to 1.6298, effective June 28, 2018. In July 2018, the Company made a payment of approximately $0.7 million to the buyer as a result of the reduction in the Visa Class B conversion rate. On September 27, 2019, Visa additionally funded its litigation escrow account, thereby further reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on September 30, 2019, Visa announced a decrease in conversion rate from 1.6298 to 1.6228, effective September 27, 2019. In October 2019, the Company made a payment of approximately $0.3 million to the buyer as a result of the reduction in the Visa Class B conversion rate. See “Note ~~10.~~11. Derivative Financial Instruments” for more information. ~~There were no such sales during the nine months ended September 30, 2017 or during the three months ended September 30, 2016.~~

The Company held approximately 120,000 Visa Class B restricted shares as of both ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020. These shares continued to be carried at $0 cost basis ~~during each~~as of ~~the respective periods.~~both March 31, 2021 and December 31, 2020.

Table of Contents

3. Loans and Leases

As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, loans and leases were comprised of the following:


	September 30,		December 31,

					March 31,		December 31,
(dollars in thousands)	2017		2016		2021		2020
Commercial and industrial	$	3,190,237	$	3,239,600	$	3,121,436	$	3,019,507
Real estate:
Commercial		2,625,688		2,343,495
Commercial real estate						3,396,233		3,392,676
Construction		598,763		450,012		739,271		735,819
Residential		4,001,478		3,796,459
Total real estate		7,225,929		6,589,966
Residential:
Residential mortgage						3,715,676		3,690,218
Home equity line						805,746		841,624
Total residential						4,521,422		4,531,842
Consumer		1,562,172		1,510,772		1,283,779		1,353,842
Lease financing		171,373		180,040		238,148		245,411
Total loans and leases	$	12,149,711	$	11,520,378	$	13,300,289	$	13,279,097

Outstanding loan balances are reported net of ~~unearned income, including net~~ deferred loan costs and fees of ~~$29.5~~$16.8 million and ~~$23.8~~$26.1 million at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

~~Table~~Accrued interest receivable related to loans and leases was $58.6 million and $59.0 million as of ~~Contents~~March 31, 2021 and December 31, 2020, respectively, and is recorded separately from the amortized cost basis of loans and leases on the Company’s unaudited interim consolidated balance sheets.

As of ~~September 30, 2017,~~both March 31, 2021 and December 31, 2020, residential real estate loans totaling ~~$2.3~~$2.9 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Home Loan Bank of Des Moines (“FHLB”), and consumer, ~~and~~ commercial and industrial, commercial real estate and residential real estate loans totaling ~~$905.2 million~~$1.9 billion were pledged to collateralize the Company’s borrowing capacity at the Federal Reserve Bank of San Francisco (“FRB”). As of December 31, 2016, residential real estate loans totaling $2.1 billion were pledged to collateralize the Company’s borrowing capacity at the FHLB, and consumer and commercial and industrial loans totaling $935.7 million were pledged to collateralize the borrowing capacity at the FRB. Residential real estate loans collateralized by properties that were in the process of foreclosure totaled ~~$2.4~~$2.8 million and ~~$4.1~~$2.3 million ~~at September 30, 2017~~as of March 31, 2021 and December 31, ~~2016,~~2020, respectively.

In the course of evaluating the credit risk presented by a customer and the pricing that will adequately compensate the Company for assuming that risk, management may require a certain amount of collateral support. The type of collateral held varies, but may include accounts receivable, inventory, land, buildings, equipment, income-producing commercial properties and residential real estate. The Company applies the same collateral policy for loans whether they are funded immediately or on a delayed basis. The loan and lease portfolio is principally located in Hawaii and, to a lesser extent, on the U.S. Mainland, Guam and Saipan. The risk inherent in the portfolio depends upon both the economic strength and stability of the state or territories, which affects property values, and the financial strength and creditworthiness of the borrowers.

~~At September 30, 2017 and December 31, 2016, remaining loan and lease commitments were comprised of the following:~~

September 30,

December 31,
(dollars in thousands)

2017

2016
Commercial and industrial

$
2,406,088

$
2,185,810
Real estate:

Commercial


80,719

88,331
Construction

470,247

434,406
Residential

986,715

953,781
Total real estate

1,537,681

1,476,518
Consumer

1,494,407


1,459,467
Lease financing

—

16
Total loan and lease commitments

$
5,438,176

$
5,121,811

4. Allowance for ~~Loan and Lease~~Credit Losses

The Company ~~must maintain an~~maintains the allowance for ~~loan~~credit losses for loans and ~~lease losses~~leases (the ~~“Allowance”~~“ACL”) that is adequate to absorb estimated probable credit losses associated with its loan and lease portfolio. The Allowance consists of an allocated portion, which covers estimated credit losses for specifically identified loans and poolsdeducted from the amortized cost basis of loans and leases to present the net carrying value of loans and ~~an unallocated portion.~~

~~Segmentation~~

~~Management has identified three primary portfolio segments in estimating the Allowance: commercial lending, residential real estate lending and consumer lending. Commercial lending~~leases expected to be collected. The measurement of expected credit losses is ~~further segmented into four distinct portfolios~~ based on ~~characteristics relating to~~relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the borrower, transaction, and collateral. These portfolio segments are: commercial and industrial, commercial real estate, construction, and lease financing. Residential real estate is not further segmented, but consistscollectibility of ~~single-family residential mortgages, real estate secured installment~~the reported amount of loans and home equity lines of credit. Consumer lending is not further segmented, but consists primarily of automobile loans, credit cards, and other installment loans. Management has developed a methodology for each segment taking into consideration portfolio segment-specific factors such as product type, loan portfolio characteristics, management information systems, and other risk factors.leases.

~~Specific Allocation~~

~~Commercial~~

~~A specific allocation is determined for individually impaired commercial loans. A loan is considered impaired when it is probable that the~~The Company ~~will be unable to collect the full amount of principal and interest according to the contractual terms of the loan agreement.~~

~~Management identifies material impaired loans based on their size in relation to the Company’s total loan and lease portfolio. Each impaired loan equal to or exceeding a specified threshold requires~~also maintains an ~~analysis to determine the appropriate~~

~~Table of Contents~~

~~level of~~estimated reserve for ~~that specific loan. Impaired loans below~~unfunded commitments on the specified threshold are treated as a pool, with specific allocations established based on qualitative factors such as asset quality trends, risk identification, lending policies, portfolio growth, and portfolio concentrations.

~~Residential~~

A specific allocation is determined for residential real estate loans based on delinquency status. In addition, each impaired loan equal to or exceeding a specified threshold requires analysis to determine the appropriate level ofunaudited interim consolidated balance sheets. The reserve for ~~that specific loan, generally based on~~unfunded commitments is reduced in the ~~value of the underlying collateral less estimated costs to sell. The specific allocation will be zero for impaired loans~~period in which the ~~value~~off-balance sheet financial instruments expire, loan funding occurs, or is otherwise settled.

Table of Contents

In response to the COVID-19 pandemic, on March 27, 2020, the CARES Act was signed into law. The CARES Act creates a forbearance program for federally backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the National Emergency, and provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructurings (“TDRs”) for a limited period of time to account for the effects of COVID-19. Financial institutions accounting for eligible loans under the CARES Act are not required to report such loans as TDRs in accordance with GAAP. In addition, Interagency Statements were issued on March 22, 2020 and April 7, 2020 to encourage financial institutions to work prudently with borrowers and to describe the agencies’ interpretation of how current accounting rules under GAAP apply to certain COVID-19 related modifications. The agencies confirmed with the FASB that short-term modifications (e.g., six months or less) for payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant and made on a good faith basis in response to borrowers impacted by COVID-19 who were current prior to any relief are not TDRs under GAAP. The agencies also confirmed that these short-term modifications should not be reported as being on nonaccrual status and should not be considered past due during the period of the ~~underlying collateral, less estimated costs~~deferral. The Company has adopted the provisions of both the CARES Act and Interagency Statements. The Company is first applying the CARES Act guidance in determining if certain loan modifications are not required to ~~sell, exceeds~~be reported as TDRs. If the ~~unpaid principal balance~~loan modification does not qualify under the CARES Act, then the Interagency Statement guidance is applied. On December 27, 2020, the Consolidated Appropriations Act – 2021 (the “CAA”) was signed into law, which extends the temporary relief from TDR reporting through the earlier of (1) January 1, 2022, or (2) 60 days after the date on which the national emergency concerning COVID-19 terminates. The interim consolidated financial information below reflects the application of this guidance.

Rollforward of the ~~loan.~~Allowance for Credit Losses

~~Consumer~~

~~A specific allocation is determined for~~The following presents the ~~consumer loan portfolio using delinquency-based formula allocations. The Company uses a formula approach~~activity in ~~determining~~ the ~~consumer loan specific allocation and recognizes the statistical validity~~ACL by class of ~~measuring losses predicated on past due status.~~

~~Pooled Allocation~~

~~Commercial~~

~~Pooled allocation for pass, special mention, substandard, and doubtful grade commercial~~ loans and leases ~~that share common risk characteristics~~for the three months ended March 31, 2021 and ~~properties is determined using a historical loss rate analysis and qualitative factor considerations. Loan grade categories are discussed under “Credit Quality”.~~2020:

Three Months Ended March 31, 2021

Commercial Lending

Residential Lending

Commercial

Home

and

Real

Lease

Residential

Equity

(dollars in thousands)

Industrial

Estate

Construction

Financing

Mortgage

Line

Consumer

Total

Allowance for credit losses:

Balance at beginning of period

24,711

58,123

10,039

3,298

40,461

7,163

64,659

208,454

Charge-offs

(963)

(66)

—

(98)

—

(6,541)

(7,668)

Recoveries

215

166

—

2,655

3,080

Increase (decrease) in Provision

3,359

(6,369)

347

(101)

(1,909)

(519)

1,692

(3,500)

Balance at end of period

27,322

51,691

10,552

3,197

38,471

6,668

62,465

200,366


	Three Months Ended March 31, 2020
	Commercial Lending								Residential Lending
	Commercial		Commercial								Home
	and		Real				Lease		Residential		Equity
(dollars in thousands)	Industrial		Estate		Construction		Financing		Mortgage		Line		Consumer		Unallocated		Total
Allowance for credit losses:
Balance at beginning of period	$	28,975	$	22,325	$	4,844	$	424	$	29,303	$	9,876	$	34,644	$	139	$	130,530
Adoption of ASU No. 2016-13		(16,105)		10,559		(1,803)		207		(2,793)		(4,731)		15,575		(139)		770
Charge-offs		(201)		—		—		—		—		(8)		(8,597)		—		(8,806)
Recoveries		220		—		110		—		135		122		2,083		—		2,670
Increase in Provision		7,995		9,954		5,673		220		3,376		1,297		12,334		—		40,849
Balance at end of period	$	20,884	$	42,838	$	8,824	$	851	$	30,021	$	6,556	$	56,039	$	—	$	166,013

~~Residential and Consumer~~Rollforward of the Reserve for Unfunded Commitments

~~Pooled allocation for non-delinquent consumer and residential real estate loans is determined using a historical loss rate analysis and qualitative factor considerations.~~

~~Qualitative Adjustments~~

~~Qualitative adjustments to historical loss rates or other static sources may be necessary since these rates may not be an accurate indicator of losses inherent~~The following presents the activity in the current portfolio. To estimate the level of adjustments, management considers factors including global, national and local economic conditions; levels and trends in problem loans; the effect of credit concentrations; collateral value trends; changes in risk due to changes in lending policies and practices; management expertise; industry and regulatory trends; and volume of loans.

~~Unallocated Allowance~~

The Company’s Allowance incorporates an unallocated portion to cover risk factors and events that may have occurred as of the evaluation date that have not been reflected in the risk measures utilized due to inherent limitations in the precision of the estimation process. These risk factors, in addition to past and current events based on facts at the unaudited consolidated balance sheet date and realistic courses of action that management expects to take, are assessed in determining the level of unallocated allowance.

~~The Allowance was comprised of the following~~Reserve for Unfunded Commitments for the ~~periods indicated:~~three months ended March 31, 2021 and 2020:

Three Months Ended March 31, 2021

Commercial Lending

Residential Lending

Commercial

Home

and

Real

Lease

Residential

Equity

(dollars in thousands)

Industrial

Estate

Construction

Financing

Mortgage

Line

Consumer

Total

Reserve for unfunded commitments:

Balance at beginning of period

11,719

1,328

9,037

—

8,452

30,603

Increase (decrease) in Provision

4,410

(216)

(724)

—

(2)

(16)

3,500

Balance at end of period

16,129

1,112

8,313

—

8,500

34,103

Three Months Ended September 30, 2017

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Balance at beginning of period

$
33,341

$
20,011

$
5,471

$
857

$
44,374

$
27,903

$
4,926

$
136,883
Charge-offs

(408)

—

—

(1)

(293)

(6,263)

—

(6,965)
Recoveries

582

336

—

—

139

1,852

—

2,909
Increase (decrease) in Provision

(1,677)

234

353

(36)

657

5,107

(138)

4,500
Balance at end of period

$
31,838

$
20,581

$
5,824

$
820

$
44,877

$
28,599

$
4,788

$
137,327

Nine Months Ended September 30, 2017

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Balance at beginning of period

$
33,129

$
18,448

$
4,513

$
847

$
43,436

$
28,388

$
6,733

$
135,494
Charge-offs

(1,338)

—

—

(147)

(315)

(17,086)

—

(18,886)
Recoveries

825

468

—

—

610

5,416

—

7,319
Increase (decrease) in Provision

(778)

1,665

1,311

120

1,146

11,881

(1,945)

13,400
Balance at end of period

$
31,838

$
20,581

$
5,824

$
820

$
44,877

$
28,599

$
4,788

$
137,327

Three Months Ended March 31, 2020

Commercial Lending

Residential Lending

Commercial

Home

and

Real

Lease

Residential

Equity

(dollars in thousands)

Industrial

Estate

Construction

Financing

Mortgage

Line

Consumer

Total

Reserve for unfunded commitments:

Balance at beginning of period

—

600

Adoption of ASU No. 2016-13

5,390

778

4,119

—

6,587

(581)

16,300

Increase (decrease) in Provision

(599)

(82)

694

—

(6)

340

351

Balance at end of period

4,791

696

4,813

—

6,927

17,251

Three Months Ended September 30, 2016

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Balance at beginning of period

$
35,792

$
18,260

$
4,636

$
780

$
46,452

$
28,386

$
2,054

$
136,360
Charge-offs

(210)

—

—

—

(268)

(4,878)

—

(5,356)
Recoveries

6

42

—

—

350

1,523

—

1,921
Increase (decrease) in Provision

(1,428)

221

596

(55)

(492)

3,183

75

2,100
Balance at end of period

$
34,160

$
18,523

$
5,232

$
725

$
46,042

$
28,214

$
2,129

$
135,025

Nine Months Ended September 30, 2016

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Balance at beginning of period

$
34,025

$
18,489

$
3,793

$
888

$
46,099

$
28,385

$
3,805

$
135,484
Charge-offs

(348)

—

—

—

(796)

(13,379)

—

(14,523)
Recoveries

228

3,288

—

1

1,116

4,731

—

9,364
Increase (decrease) in Provision

255

(3,254)

1,439

(164)

(377)

8,477

(1,676)

4,700
Balance at end of period

$
34,160

$
18,523

$
5,232

$
725

$
46,042

$
28,214

$
2,129

$
135,025

~~The disaggregation of the Allowance and recorded investment in loans by impairment methodology as of September 30, 2017 and December 31, 2016 were as follows:~~

September 30, 2017

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Individually evaluated for impairment

$
4

$
7

$
—

$
—

$
631

$
—

$
—

$
642
Collectively evaluated for impairment

31,834

20,574

5,824

820

44,246

28,599

4,788

136,685
Balance at end of period

$
31,838

$
20,581

$
5,824

$
820

$
44,877

$
28,599

$
4,788

$
137,327
Loans and leases:

Individually evaluated for impairment

$
19,223

$
9,061

$
—

$
—

$
17,053

$
—

$
—

$
45,337
Collectively evaluated for impairment

3,171,014

2,616,627

598,763

171,373

3,984,425

1,562,172

—

12,104,374
Balance at end of period

$
3,190,237

$
2,625,688

$
598,763

$
171,373

$
4,001,478

$
1,562,172

$
—

$
12,149,711

December 31, 2016

Commercial Lending

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Residential

Consumer

Unallocated

Total
Allowance for loan and lease losses:

Individually evaluated for impairment

$
380

$
7

$
—

$
—

$
705

$
—

$
—

$
1,092
Collectively evaluated for impairment

32,749

18,441

4,513

847

42,731

28,388

6,733

134,402
Balance at end of period

$
33,129

$
18,448

$
4,513

$
847

$
43,436

$
28,388

$
6,733

$
135,494
Loans and leases:

Individually evaluated for impairment

$
27,572

$
12,545

$
—

$
153

$
19,158

$
—

$
—

$
59,428
Collectively evaluated for impairment

3,212,028

2,330,950

450,012

179,887

3,777,301

1,510,772

—

11,460,950
Balance at end of period

$
3,239,600

$
2,343,495

$
450,012

$
180,040

$
3,796,459

$
1,510,772

$
—

$
11,520,378

Credit Quality Information

The Company performs an internal loan review and grading or scoring procedures on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of the Company’s lending policies and procedures. The objective of the loan review and grading or scoring procedures is to identify, in a timely manner, existing or emerging credit quality ~~problems~~issues so that appropriate steps can be initiated to avoid or minimize future losses.

Loans and leases subject to grading primarily include: commercial and industrial loans, commercial real estate loans, construction loans and ~~standby letters of credit,~~lease financing. Other loans subject to grading include installment loans to businesses or individuals for business and commercial purposes, ~~commercial real estate loans,~~ overdraft lines of credit, commercial credit cards, and other credits as may be determined. ~~Loans which~~Credit quality indicators for internally graded loans and leases are ~~not subject~~generally updated on an annual basis or on a quarterly basis for those loans and leases deemed to ~~grading include loans that are 100% sold with no recourse to the Company, consumer installment loans, indirect automobile loans, consumer credit cards, business credit cards, home equity lines~~be of ~~credit and residential mortgage loans.~~potentially higher risk.

~~Residential and consumer loans are underwritten primarily on the basis of credit bureau scores, debt-service-to-income ratios, and collateral quality and loan to value ratios.~~

AAn internal credit risk rating system is used to determine loan grade and is based on borrower credit risk and transactional risk. The loan grading process is a mechanism used to determine the risk of a particular borrower and is based on the following ~~eight~~ factors of a borrower: character, earnings and operating cash flow, asset and liability structure, debt capacity, ~~financial reporting,~~ management and controls, borrowing entity, and industry and operating environment.

Pass – “Pass” ~~(uncriticized loans)~~(uncriticized) loans and leases, are not considered to carry greater than normal risk. The borrower has the apparent ability to satisfy obligations to the Company, and therefore no loss in ultimate collection is anticipated.

Special Mention – Loans and leases that have potential weaknesses deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for assets or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

Substandard – Loans and leases that are inadequately protected by the current financial condition and paying capacity of the obligor or by any collateral pledged. Loans and leases so classified must have a well-defined weakness or weaknesses that jeopardize the collection of the debt. They are characterized by the distinct possibility that the bank may sustain some loss if the deficiencies are not corrected.

Doubtful – Loans and leases that have weaknesses found in substandard borrowers with the added provision that the weaknesses make collection of debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss – Loans and leases classified as loss are considered uncollectible and of such little value that their continuance as an asset is not warranted. This classification does not mean that the loan or lease has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.

Loans that are primarily monitored for credit quality using FICO scores include: residential mortgage loans, home equity lines and consumer loans. FICO scores are calculated primarily based on a consideration of payment history, the current amount of debt, the length of credit history available, a recent history of new sources of credit and the mix of credit type. FICO scores are updated on a monthly, quarterly or bi-annual basis, depending on the product type.

Table of Contents

The amortized cost basis by year of origination and credit ~~risk profiles by internally assigned grade for~~quality indicator of the Company’s loans and leases as of ~~September 30, 2017~~March 31, 2021 was as follows:

Revolving

Loans

Converted

Term Loans

Revolving

to Term

Amortized Cost Basis by Origination Year

Loans

Amortized

(dollars in thousands)

2021

2020

2019

2018

2017

Prior

Cost Basis

Total

Commercial Lending

Commercial and Industrial

Risk rating:

Pass

495,898

781,914

315,190

152,290

51,136

218,781

785,046

27,922

2,828,177

Special Mention

—

17,608

10,957

19,751

1,930

5,373

66,867

607

123,093

Substandard

—

23,098

2,808

16,913

584

12,048

28,361

1,367

85,179

Other ⁽¹⁾

3,252

9,848

11,793

7,889

4,362

1,496

46,347

—

84,987

Total Commercial and Industrial

499,150

832,468

340,748

196,843

58,012

237,698

926,621

29,896

3,121,436

Commercial Real Estate

Risk rating:

Pass

41,958

346,445

613,930

556,954

454,433

1,104,669

51,280

3,169,677

Special Mention

—

1,491

58,763

14,518

33,401

64,971

—

173,144

Substandard

—

346

—

14,751

3,740

26,082

8,004

—

52,923

Other ⁽¹⁾

—

489

—

489

Total Commercial Real Estate

41,958

348,282

672,693

586,223

491,574

1,196,211

59,284

3,396,233

Construction

Risk rating:

Pass

32,201

73,512

260,522

162,052

58,537

63,624

��

24,043

—

674,491

Special Mention

—

507

706

4,429

9,172

—

14,814

Substandard

—

536

—

1,478

—

2,014

Other ⁽¹⁾

5,410

16,755

9,924

7,588

3,655

4,040

580

—

47,952

Total Construction

37,611

90,267

270,953

170,882

66,621

78,314

24,623

—

739,271

Lease Financing

Risk rating:

Pass

6,487

73,461

58,375

12,521

16,410

60,734

—

227,988

Special Mention

566

334

843

286

1,223

599

—

3,851

Substandard

—

2,714

1,673

293

1,107

522

—

6,309

Total Lease Financing

7,053

76,509

60,891

13,100

18,740

61,855

—

238,148

Total Commercial Lending

585,772

1,347,526

1,345,285

967,048

634,947

1,574,078

1,010,528

29,904

7,495,088

(continued)

Table of Contents

Revolving

Loans

Converted

Term Loans

Revolving

to Term

Amortized Cost Basis by Origination Year

Loans

(continued)

Amortized

(dollars in thousands)

2021

2020

2019

2018

2017

Prior

Cost Basis

Total

Residential Lending

Residential Mortgage

FICO:

740 and greater

269,847

698,143

355,459

261,304

320,423

1,031,922

—

2,937,098

680 - 739

32,425

83,210

51,384

41,764

48,039

168,279

—

425,101

620 - 679

4,220

15,727

7,626

11,214

9,310

49,018

—

97,115

550 - 619

—

1,945

2,810

2,906

14,044

—

21,705

Less than 550

—

854

602

2,914

2,673

—

7,043

No Score ⁽³⁾

4,599

12,498

17,761

21,197

19,972

55,404

—

131,431

Other ⁽²⁾

5,767

20,213

13,584

13,754

20,607

21,516

580

162

96,183

Total Residential Mortgage

316,858

829,791

448,613

352,645

424,171

1,342,856

580

162

3,715,676

Home Equity Line

FICO:

740 and greater

—

589,662

2,108

591,770

680 - 739

—

149,384

3,537

152,921

620 - 679

—

37,325

1,432

38,757

550 - 619

—

12,870

1,419

14,289

Less than 550

—

3,641

359

4,000

No Score ⁽³⁾

—

4,009

—

4,009

Total Home Equity Line

—

796,891

8,855

805,746

Total Residential Lending

316,858

829,791

448,613

352,645

424,171

1,342,856

797,471

9,017

4,521,422

Consumer Lending

FICO:

740 and greater

37,038

105,809

109,925

86,146

44,909

22,098

107,725

266

513,916

680 - 739

19,163

79,376

82,058

58,077

31,081

16,370

72,053

774

358,952

620 - 679

6,167

38,079

44,459

30,055

21,453

11,715

33,935

1,213

187,076

550 - 619

337

8,215

18,414

15,800

13,267

8,437

11,582

1,364

77,416

Less than 550

2,644

8,907

7,785

5,711

3,445

4,181

719

33,480

No Score ⁽³⁾

955

354

32,161

411

34,143

Other ⁽²⁾

—

376

1,774

2,183

6,748

67,649

—

78,796

Total Consumer Lending

63,748

234,853

265,636

197,986

118,703

68,820

329,286

4,747

1,283,779

Total Loans and Leases

966,378

2,412,170

2,059,534

1,517,679

1,177,821

2,985,754

2,137,285

43,668

13,300,289

(1)	Other credit quality indicators used for monitoring purposes are primarily FICO scores. The majority of the loans in this population were originated to borrowers with a prime FICO score.

(2)	Other credit quality indicators used for monitoring purposes are primarily internal risk ratings. The majority of the loans in this population were graded with a “Pass” rating.

(3)	No FICO scores are primarily related to loans and leases extended to non-residents. Loans and leases of this nature are primarily secured by collateral and/or are closely monitored for performance.

Table of Contents

The amortized cost basis by year of origination and credit quality indicator of the Company’s loans and leases as of December 31, ~~2016 were~~2020 was as follows:

September 30, 2017

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Total
Grade:

Pass

$
3,083,654

$
2,581,682

$
591,824

$
170,673

$
6,427,833
Special mention

46,093

23,040

6,292

553

75,978
Substandard

59,123

20,966

647

147

80,883
Doubtful

1,367

—

—

—

1,367
Total

$
3,190,237

$
2,625,688

$
598,763

$
171,373

$
6,586,061


															Revolving
															Loans
															Converted
	Term Loans												Revolving		to Term
	Amortized Cost Basis by Origination Year												Loans		Loans
													Amortized		Amortized
(dollars in thousands)	2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Commercial Lending
Commercial and Industrial
Risk rating:
Pass	$	873,639	$	324,030	$	183,329	$	73,000	$	49,886	$	94,360	$	1,058,786	$	28,853	$	2,685,883
Special Mention		20,937		10,370		20,164		2,099		279		8,316		101,183		1,549		164,897
Substandard		23,804		2,023		2,568		677		4,063		8,113		33,775		250		75,273
Other ⁽¹⁾		13,142		13,426		9,246		5,337		1,867		280		50,156		—		93,454
Total Commercial and Industrial		931,522		349,849		215,307		81,113		56,095		111,069		1,243,900		30,652		3,019,507

Commercial Real Estate
Risk rating:
Pass		342,845		611,243		541,104		447,366		295,426		814,398		47,604		323		3,100,309
Special Mention		1,500		63,617		26,187		33,482		37,841		61,279		2,999		—		226,905
Substandard		29		3,964		18,983		3,779		10,615		18,083		9,511		—		64,964
Other ⁽¹⁾		—		—		—		—		—		498		—		—		498
Total Commercial Real Estate		344,374		678,824		586,274		484,627		343,882		894,258		60,114		323		3,392,676

Construction
Risk rating:
Pass		53,931		233,730		202,808		83,792		23,171		41,536		28,386		—		667,354
Special Mention		—		508		707		4,717		—		9,172		—		—		15,104
Substandard		—		—		541		1,840		521		989		—		—		3,891
Other ⁽¹⁾		16,578		16,393		7,775		3,685		1,800		2,656		583		—		49,470
Total Construction		70,509		250,631		211,831		94,034		25,492		54,353		28,969		—		735,819

Lease Financing
Risk rating:
Pass		79,064		60,717		13,669		17,207		3,010		61,266		—		—		234,933
Special Mention		950		892		311		1,300		351		295		—		—		4,099
Substandard		2,708		1,677		327		1,141		—		526		—		—		6,379
Total Lease Financing		82,722		63,286		14,307		19,648		3,361		62,087		—		—		245,411

Total Commercial Lending	$	1,429,127	$	1,342,590	$	1,027,719	$	679,422	$	428,830	$	1,121,767	$	1,332,983	$	30,975	$	7,393,413

December 31, 2016

Commercial

Commercial

and

Real

Lease

(dollars in thousands)

Industrial

Estate

Construction

Financing

Total
Grade:

Pass

$
3,166,304

$
2,298,839

$
445,149

$
179,345

$
6,089,637
Special mention

41,719

23,859

3,789

368

69,735
Substandard

29,811

20,797

1,074

174

51,856
Doubtful

1,766

—

—

153

1,919
Total

$
3,239,600

$
2,343,495

$
450,012

$
180,040

$
6,213,147

(continued)

Table of Contents


															Revolving
															Loans
															Converted
	Term Loans												Revolving		to Term
	Amortized Cost Basis by Origination Year												Loans		Loans
(continued)													Amortized		Amortized
(dollars in thousands)	2020		2019		2018		2017		2016		Prior		Cost Basis		Cost Basis		Total
Residential Lending
Residential Mortgage
FICO:
740 and greater	$	728,807	$	384,248	$	290,484	$	361,297	$	314,971	$	830,795	$	—	$	—	$	2,910,602
680 - 739		85,151		53,090		44,616		50,703		39,230		144,537		—		—		417,327
620 - 679		15,767		7,604		11,460		9,628		7,982		43,393		—		—		95,834
550 - 619		—		1,971		2,818		2,920		4,474		10,144		—		—		22,327
Less than 550		—		861		593		2,916		594		2,138		—		—		7,102
No Score ⁽³⁾		13,823		18,861		21,214		21,821		14,355		45,147		—		—		135,221
Other ⁽²⁾		21,011		15,860		18,540		22,677		9,550		13,426		578		163		101,805
Total Residential Mortgage		864,559		482,495		389,725		471,962		391,156		1,089,580		578		163		3,690,218

Home Equity Line
FICO:
740 and greater		—		—		—		—		—		—		608,282		2,163		610,445
680 - 739		—		—		—		—		—		—		159,886		3,155		163,041
620 - 679		—		—		—		—		—		—		44,005		1,571		45,576
550 - 619		—		—		—		—		—		—		11,644		884		12,528
Less than 550		—		—		—		—		—		—		5,159		330		5,489
No Score ⁽³⁾		—		—		—		—		—		—		4,545		—		4,545
Total Home Equity Line		—		—		—		—		—		—		833,521		8,103		841,624
Total Residential Lending		864,559		482,495		389,725		471,962		391,156		1,089,580		834,099		8,266		4,531,842

Consumer Lending
FICO:
740 and greater		113,373		122,965		99,678		54,691		24,029		6,034		114,748		275		535,793
680 - 739		83,316		90,853		66,143		36,426		16,358		4,985		76,391		773		375,245
620 - 679		40,469		48,904		33,917		24,705		11,144		3,788		36,622		1,221		200,770
550 - 619		9,125		20,274		17,693		15,126		7,825		2,883		12,980		1,458		87,364
Less than 550		3,017		10,139		9,189		6,517		3,123		1,118		5,261		799		39,163
No Score ⁽³⁾		339		103		64		109		10		—		33,854		356		34,835
Other ⁽²⁾		380		1,890		73		2,214		45		6,768		69,302		—		80,672
Total Consumer Lending		250,019		295,128		226,757		139,788		62,534		25,576		349,158		4,882		1,353,842

Total Loans and Leases	$	2,543,705	$	2,120,213	$	1,644,201	$	1,291,172	$	882,520	$	2,236,923	$	2,516,240	$	44,123	$	13,279,097

(1)	Other credit quality indicators used for monitoring purposes are primarily FICO scores. The majority of the loans in this population were originated to borrowers with a prime FICO score.

(2)	Other credit quality indicators used for monitoring purposes are primarily internal risk ratings. The majority of the loans in this population were graded with a “Pass” rating.

(3)	No FICO scores are primarily related to loans and leases extended to non-residents. Loans and leases of this nature are primarily secured by collateral and/or are closely monitored for performance.

There were no0 loans and leases graded as Loss as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020.

The ~~credit risk profiles based on payment activity~~amortized cost basis of revolving loans that were converted to term loans during the three months ended March 31, 2021 and 2020 was as follows:


	Three Months Ended
(dollars in thousands)	March 31, 2021
Commercial and industrial	$	229
Home equity line		1,079
Consumer		493
Total Revolving Loans Converted to Term Loans During the Period	$	1,801

Table of Contents


	Three Months Ended
(dollars in thousands)	March 31, 2020
Commercial and industrial	$	28,228
Residential mortgage		296
Total Revolving Loans Converted to Term Loans During the Period	$	28,524

Past-Due Status

The Company continually updates its aging analysis for loans and leases to monitor the migration of loans and leases into past due categories. The Company considers loans and leases that ~~were not subject~~are delinquent for 30 days or more to ~~loan grading as~~be past due. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016 were~~2020, the aging analysis of the amortized cost basis of the Company’s past due loans and leases was as follows:

September 30, 2017

March 31, 2021

Past Due

Loans and

Greater

Leases Past

Than or

Due 90 Days

30-59

60-89

Equal to

or More and

Days

90 Days

Total

Total Loans

Still Accruing

(dollars in thousands)

Residential

Consumer

Consumer - Auto

Credit Cards

Total

Past Due

Current

and Leases

Interest

Performing

3,990,063

232,541

984,114

321,722

5,528,440

Non-performing and delinquent

11,415

3,763

16,580

3,452

35,210

Commercial and industrial

4,710

786

1,751

7,247

3,114,189

3,121,436

1,365

Commercial real estate

1,727

443

1,990

4,160

3,392,073

3,396,233

1,054

Construction

1,383

—

668

2,051

737,220

739,271

Lease financing

—

238,148

—

Residential mortgage

11,659

904

3,152

15,715

3,699,961

3,715,676

—

Home equity line

1,744

126

4,975

6,845

798,901

805,746

4,975

Consumer

10,611

2,282

2,024

14,917

1,268,862

1,283,779

2,024

Total

4,001,478

236,304

1,000,694

325,174

5,563,650

31,834

4,541

14,560

50,935

13,249,354

13,300,289

9,507


	December 31, 2016

											December 31, 2020
											Past Due												Loans and
															Greater								Leases Past
															Than or								Due 90 Days
											30-59		60-89		Equal to								or More and
											Days		Days		90 Days		Total				Total Loans		Still Accruing
(dollars in thousands)	Residential		Consumer		Consumer - Auto		Credit Cards		Total		Past Due		Past Due		Past Due		Past Due		Current		and Leases		Interest
Performing	$	3,778,070	$	240,185	$	906,829	$	340,801	$	5,265,885
Non-performing and delinquent		18,389		3,327		15,927		3,703		41,346
Commercial and industrial											$	2,585	$	604	$	2,626	$	5,815	$	3,013,692	$	3,019,507	$	2,108
Commercial real estate												75		2,568		963		3,606		3,389,070		3,392,676		882
Construction												779		376		2,137		3,292		732,527		735,819		93
Lease financing												—		—		—		—		245,411		245,411		—
Residential mortgage												3,382		4,125		3,372		10,879		3,679,339		3,690,218		—
Home equity line												1,375		743		4,818		6,936		834,688		841,624		4,818
Consumer												18,492		5,205		3,266		26,963		1,326,879		1,353,842		3,266
Total	$	3,796,459	$	243,512	$	922,756	$	344,504	$	5,307,231	$	26,688	$	13,621	$	17,182	$	57,491	$	13,221,606	$	13,279,097	$	11,167

~~Impaired and~~ Nonaccrual Loans and Leases

The Company evaluates certain loans and leases individually for impairment. A loan or lease is considered to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan or lease. An allowance for impaired commercial loans, including commercial real estate and construction loans, is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. An allowance for impaired residential loans is measured based on the estimated fair value of the collateral, less any selling costs. Management exercises significant judgment in developing these estimates.

The Company generally places a loan or lease on nonaccrual status when management believes that collection of principal or interest has become doubtful or when a loan or lease becomes 90 days past due as to principal or interest, unless it is well secured and in the process of collection.

~~It is the Company’s policy to charge~~ The Company charges off a loan or lease when ~~the~~ facts indicate that the loan or lease is considered uncollectible.

Table of Contents

The ~~aging analyses~~amortized cost basis of ~~past due~~ loans and leases on nonaccrual status as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 and the amortized cost basis of loans and leases on nonaccrual status with no ACL as of March 31, 2021 and December 31, 2020 were as follows:


	September 30, 2017
	Accruing Loans and Leases
					Greater								Total Non
					Than or						Total		Accruing
	30-59		60-89		Equal to		Total				Accruing		Loans
	Days		Days		90 Days		Past				Loans and		and		Total

																	March 31, 2021
																	Nonaccrual
																	Loans
																	and Leases
																	With No		Nonaccrual
																	Allowance		Loans
(dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Leases		Leases		Outstanding		for Credit Losses		and Leases
Commercial and industrial	$	179	$	568	$	1,751	$	2,498	$	3,185,427	$	3,187,925	$	2,312	$	3,190,237	$	—	$	593
Commercial real estate		—		84		3,247		3,331		2,622,357		2,625,688		—		2,625,688		857		937
Construction		—		259		—		259		598,504		598,763		—		598,763		—		579
Lease financing		—		—		—		—		171,373		171,373		—		171,373
Residential		4,588		210		1,055		5,853		3,990,063		3,995,916		5,562		4,001,478
Consumer		18,421		3,480		1,894		23,795		1,538,377		1,562,172		—		1,562,172
Total	$	23,188	$	4,601	$	7,947	$	35,736	$	12,106,101	$	12,141,837	$	7,874	$	12,149,711
Residential mortgage																		1,311		6,999
Total Nonaccrual Loans and Leases																	$	2,168	$	9,108


	December 31, 2020
	Nonaccrual
	Loans
	and Leases
	With No		Nonaccrual
	Allowance		Loans
(dollars in thousands)	for Credit Losses		and Leases
Commercial and industrial	$	—	$	518
Commercial real estate		—		80
Construction		1,840		2,043
Residential mortgage		1,316		6,441
Total Nonaccrual Loans and Leases	$	3,156	$	9,082

~~Table~~For the three months ended March 31, 2021 and 2020, the Company recognized interest income of ~~Contents~~

December 31, 2016

Accruing Loans and Leases

Greater

Total Non

Than or

Total

Accruing

30-59

60-89

Equal to

Total

Accruing

Loans

Days

Days

90 Days

Past

Loans and

and

Total
(dollars in thousands)

Past Due

Past Due

Past Due

Due

Current

Leases

Leases

Outstanding
Commercial and industrial

$
720

$
163

$
449

$
1,332

$
3,235,538

$
3,236,870

$
2,730

$
3,239,600
Commercial real estate

475

—

—

475

2,343,020

2,343,495

—

2,343,495
Construction

—

—

—

—

450,012

450,012

—

450,012
Lease financing

—

—

83

83

179,804

179,887

153

180,040
Residential

9,907

1,069

866

11,842

3,778,070

3,789,912

6,547

3,796,459
Consumer

17,626

3,460

1,870

22,956

1,487,816

1,510,772

—

1,510,772
Total

$
28,728

$
4,692

$
3,268

$
36,688

$
11,474,260

$
11,510,948

$
9,430

$
11,520,378

$0.1 million and nil, respectively, on nonaccrual loans and leases. Furthermore, for the three months ended March 31, 2021 and 2020, the amount of accrued interest receivables written off by reversing interest income was $0.4 million and not material, respectively.

~~The total carrying amounts~~

Collateral-Dependent Loans and ~~the total unpaid principal balances of impaired~~Leases

Collateral-dependent loans and leases are those for which repayment (on the basis of the Company’s assessment as of ~~September 30, 2017~~the reporting date) is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. As of March 31, 2021 and December 31, ~~2016~~2020, the amortized cost basis of collateral-dependent loans were ~~as follows:~~$23.3 million and $21.0 million, respectively. These loans were primarily collateralized by residential real estate property and borrower assets. As of March 31, 2021 and December 31, 2020, the fair value of collateral on substantially all collateral-dependent loans were significantly in excess of their amortized cost basis.

September 30, 2017

Unpaid

Recorded

Principal

Related
(dollars in thousands)

Investment

Balance

Allowance
Impaired loans with no related allowance recorded:

Commercial and industrial

$
19,071

$
19,858

$
—
Commercial real estate

8,157

8,157

—
Residential

8,281

8,864

—
Total

$
35,509

$
36,879

$
—
Impaired loans with a related allowance recorded:

Commercial and industrial

$
152

$
152

$
4
Commercial real estate

904

904

7
Residential

8,772

9,053

631
Total

$
9,828

$
10,109

$
642
Total impaired loans:

Commercial and industrial

$
19,223

$
20,010

$
4
Commercial real estate

9,061

9,061

7
Residential

17,053

17,917

631
Total

$
45,337

$
46,988

$
642

December 31, 2016

Unpaid

Recorded

Principal

Related
(dollars in thousands)

Investment

Balance

Allowance
Impaired loans with no related allowance recorded:

Commercial and industrial

$
22,404

$
22,608

$
—
Commercial real estate

11,598

11,598

—
Lease financing

153

153

—
Residential

9,608

10,628

—
Total

$
43,763

$
44,987

$
—
Impaired loans with a related allowance recorded:

Commercial and industrial

$
5,168

$
5,624

$
380
Commercial real estate

947

947

7
Residential

9,550

9,831

705
Total

$
15,665

$
16,402

$
1,092
Total impaired loans:

Commercial and industrial

$
27,572

$
28,232

$
380
Commercial real estate

12,545

12,545

7
Lease financing

153

153

—
Residential

19,158

20,459

705
Total

$
59,428

$
61,389

$
1,092

~~Table of Contents~~

Modifications

The following tables provide information with respect to the Company’s average balances, and of interest income recognized from, impaired loans for the three and nine months ended September 30, 2017 and 2016:

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2017

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income
(dollars in thousands)

Investment

Recognized

Investment

Recognized
Impaired loans with no related allowance recorded:

Commercial and industrial

$
19,100

$
204

$
20,402

$
642
Commercial real estate

8,252

92

9,871

338
Lease financing

—

—

77

—
Residential

8,291

139

8,566

419
Total

$
35,643

$
435

$
38,916

$
1,399
Impaired loans with a related allowance recorded:

Commercial and industrial

$
154

$
2

$
3,179

$
52
Commercial real estate

910

10

925

32
Residential

8,875

96

9,150

285
Total

$
9,939

$
108

$
13,254

$
369
Total impaired loans:

Commercial and industrial

$
19,254

$
206

$
23,581

$
694
Commercial real estate

9,162

102

10,796

370
Lease financing

—

—

77

—
Residential

17,166

235

17,716

704
Total

$
45,582

$
543

$
52,170

$
1,768

Three Months Ended

Nine Months Ended

September 30, 2016

September 30, 2016

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income
(dollars in thousands)

Investment

Recognized

Investment

Recognized
Impaired loans with no related allowance recorded:

Commercial and industrial

$
29,018

$
335

$
30,044

$
1,207
Commercial real estate

11,752

176

9,713

556
Construction

—

—

188

—
Lease financing

168

3

171

4
Residential

11,312

192

12,197

453
Total

$
52,250

$
706

$
52,313

$
2,220
Impaired loans with a related allowance recorded:

Commercial and industrial

$
991

$
3

$
661

$
11
Commercial real estate

479

11

319

33
Residential

8,487

96

8,616

298
Total

$
9,957

$
110

$
9,596

$
342
Total impaired loans:

Commercial and industrial

$
30,009

$
338

$
30,705

$
1,218
Commercial real estate

12,231

187

10,032

589
Construction

—

—

188

—
Lease financing

168

3

171

4
Residential

19,799

288

20,813

751
Total

$
62,207

$
816

$
61,909

$
2,562

~~Modifications~~

Commercial and industrial loans modified in a ~~troubled debt restructuring (“TDR”)~~TDR may involve temporary interest-only payments, term and amortization extensions, and converting revolving credit lines to term loans. ~~Additional collateral, a co-borrower, or a guarantor may be requested.~~ Modifications of commercial real estate and construction loans in a TDR may involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Modifications of construction loans in a TDR may also involve extending the interest-only payment period. Interest continues to accrue on the missed payments and as a result, the effective yield on the ~~lease~~loan remains unchanged. ~~As the forbearance period usually involves an insignificant payment delay, lease financing modifications typically do not meet the reporting criteria for a TDR.~~ Residential real estate loans modified in a TDR may be comprised of loans where monthly payments are lowered to accommodate the borrowers' financial needs for a period of time, ~~normally two years. Generally,~~including extended interest-only periods and re-amortization of the balance. Modifications of consumer loans ~~are not~~in a TDR may involve temporary or permanent reduced payments, temporary interest-only payments and below-market interest rates.

Table of Contents

~~classified as a TDR as they are normally charged off upon reaching a predetermined delinquency status that ranges from 120 to 180 days and varies by product type.~~

Loans modified in a TDR may already be on nonaccrual status and in some cases, partial charge-offs may have already been taken against the outstanding loan balance. Loans modified in a TDR are evaluated for impairment. As a result, this may have a financial effect of increasing the specific ~~Allowance~~ACL associated with the loan. An ~~Allowance~~ACL for impaired commercial loans, including commercial real estate and construction loans, that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or if the ~~loan's observable market price, or~~loan is collateral-dependent, the estimated fair value of the collateral, less any selling ~~costs, if the loan is collateral dependent.~~costs. An ~~Allowance~~ACL for impaired residential real estate loans that have been modified in a TDR is measured based on the estimated fair value of the collateral, less any selling costs. Management exercises significant judgment in developing these estimates.

The following presents, by class, information related to loans modified in a TDR during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020:


	Three Months Ended					Three Months Ended
	March 31, 2021					March 31, 2020
	Number of	Recorded		Related		Number of	Recorded		Related
(dollars in thousands)	Contracts	Investment⁽¹⁾		ACL		Contracts⁽¹⁾	Investment⁽²⁾		ACL
Commercial and industrial	17	$	2,945	$	1,648	1	$	500	$	30
Construction	2		716		342	—		—		—
Residential mortgage	10		4,916		374	—		—		—
Consumer	1,690		15,763		11,832	—		—		—
Total	1,719	$	24,340	$	14,196	1	$	500	$	30

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2017

Number of

Recorded

Related

Number of

Recorded

Related
(dollars in thousands)

Contracts

Investment(1)

Allowance

Contracts

Investment(1)

Allowance
Commercial and industrial

—

$
—

$
—

1

$
1,120

$
—
Residential

—

—

—

2

661

21
Total

—

$
—

$
—

3

$
1,781

$
21

Three Months Ended

Nine Months Ended

September 30, 2016

September 30, 2016

Number of

Recorded

Related

Number of

Recorded

Related
(dollars in thousands)

Contracts

Investment(1)

Allowance

Contracts

Investment(1)

Allowance
Commercial and industrial

2

$
98

$
4

6

$
16,015

$
4
Commercial real estate

4

5,044

7

6

10,450

7
Residential

3

577

7

10

3,709

53
Total

9

$
5,719

$
18

22

$
30,174

$
64

(1)

⁽¹⁾

The recorded investment balances reflect all partial paydowns and charge-offs since the modification date and do not include TDRs that have been fully paid off, charged off, or foreclosed upon by the end of the period.

The above loans were modified in a TDR through an extension of maturity dates, temporary interest-only payments, temporary payment deferrals, reduced payments, converting revolving credit lines to term loans or below-market interest rates.

The Company had ~~total remaining loan and lease~~ commitments ~~including~~to extend credit, standby letters of credit, and commercial letters of ~~$5.4~~credit totaling $6.3 billion and $6.1 billion as of ~~September 30, 2017~~March 31, 2021 and ~~$5.1 billion as of~~ December 31, ~~2016.~~2020, respectively. Of the ~~$5.4~~$6.3 billion at ~~September 30, 2017,~~March 31, 2021, there were commitments of ~~$1.0~~$0.4 million related to borrowers who had loan terms modified in a TDR. Of the ~~$5.1~~$6.1 billion at December 31, ~~2016,~~2020, there were commitments of ~~$6.9~~$0.2 million related to borrowers who had loan terms modified in a TDR.

The following table presents, by class, loans modified in TDRs that have defaulted in the current period within 12 months of their permanent modification date for the periods indicated. The Company is reporting these defaulted TDRs based on a payment default definition of 30 days past due:


	Three Months Ended			Three Months Ended
	March 31, 2021			March 31, 2020
	Number of	Recorded		Number of	Recorded
(dollars in thousands)	Contracts	Investment⁽¹⁾		Contracts	Investment⁽¹⁾
Commercial and industrial⁽²⁾	2	$	397	—	$	—
Construction⁽³⁾	1		361	—		—
Residential mortgage⁽⁴⁾	1		372	—		—
Consumer⁽⁵⁾	93		1,068	—		—
Total	97	$	2,198	—	$	—

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2017

September 30, 2016

September 30, 2016

Number of

Recorded

Number of

Recorded

Number of

Recorded

Number of

Recorded
(dollars in thousands)

Contracts

Investment(1)

Contracts

Investment(1)

Contracts

Investment(1)

Contracts

Investment(1)
Commercial and industrial (2)

—

$
—

1

$
2,496

—

$
—

—

$
—
Commercial real estate (3)

—

—

1

1,393

—

—

—

—
Residential (4)

—

—

1

510

—

—

—

—
Total

—

$
—

3

$
4,399

—

$
—

—

$
—

(1)

⁽¹⁾

(2)

⁽²⁾

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, the ~~maturity date~~types of modifications for the commercial and industrial ~~loan~~loans that subsequently defaulted ~~was extended.~~

include temporary deferrals of principal and interest and temporary reduced payments.

(3)

⁽³⁾

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, the ~~commercial real estate loan that subsequently defaulted was extended.~~

⁽⁴⁾

~~For the nine months ended September 30, 2017, the~~ ~~residential real estate~~construction loan that subsequently defaulted was modified ~~for~~through temporary deferral of principal and interest.

(4)	For the three months ended March 31, 2021, the residential mortgage loan that subsequently defaulted was modified through temporary interest-only payments.

(5)	For the three months ended March 31, 2021, the types of modifications for the consumers loans that subsequently defaulted include temporary reduced payments, temporary interest-only payments and below-market interest rates.

~~Table of Contents~~

Foreclosure Proceedings

~~There~~

As of March 31, 2021 and December 31, 2020, there were no0 residential mortgage loans collateralized by real estate property that ~~were~~was modified in a TDR that ~~were in the process of foreclosure at September 30, 2017 and one residential real estate loan of $0.5 million that~~ was in process of ~~foreclosure at December~~foreclosure.

Table of Contents

Foreclosed Property

As of March 31, ~~2016.~~

~~Foreclosed Property~~

Residential real estate property held from one foreclosed TDR of a residential mortgage loan included in other real estate owned and repossessed personal property shown in the unaudited consolidated balance sheets was $0.3 million as of both September 30, 20172021 and December 31, ~~2016.~~2020, there were 0 residential real estate properties held from foreclosed residential real estate loans.

5. Mortgage Servicing Rights

Mortgage servicing activities include collecting principal, interest, tax, and insurance payments from borrowers while accounting for and remitting payments to investors, taxing authorities, and insurance companies. The Company also monitors delinquencies and administers foreclosure proceedings.

Mortgage loan servicing income is recorded in noninterest income as a part of other service charges and fees and amortization of the servicing assets is recorded in noninterest income as part of other income. The unpaid principal amount of residential real estate loans serviced for others was $2.0 billion and $2.2 billion as of March 31, 2021 and December 31, 2020, respectively. Servicing fees include contractually specified fees, late charges, and ancillary fees, and were $1.3 million and $1.5 million for the three months ended March 31, 2021 and 2020, respectively.

Amortization of mortgage servicing rights (“MSRs”) was $0.5 million and $2.0 million for the three months ended March 31, 2021 and 2020, respectively. The estimated future amortization expenses for MSRs over the next five years are as follows:


	Estimated
(dollars in thousands)	Amortization
Under one year	$	2,013
One to two years		1,615
Two to three years		1,323
Three to four years		1,100
Four to five years		924

The details of the Company’s MSRs are presented below:


	March 31,		December 31,
(dollars in thousands)	2021		2020
Gross carrying amount	$	68,540	$	67,856
Less: accumulated amortization		57,671		57,125
Net carrying value	$	10,869	$	10,731

The following table presents changes in amortized MSRs for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
(dollars in thousands)	2021		2020
Balance at beginning of period	$	10,731	$	12,668
Originations		683		1,291
Amortization		(545)		(1,980)
Balance at end of period	$	10,869	$	11,979
Fair value of amortized MSRs at beginning of period	$	14,029	$	20,329
Fair value of amortized MSRs at end of period	$	14,921	$	17,615

MSRs are evaluated for impairment if events and circumstances indicate a possible impairment. NaN impairment of MSRs was recorded for the three months ended March 31, 2021 and 2020.

Table of Contents

The quantitative assumptions used in determining the lower of cost or fair value of the Company’s MSRs as of March 31, 2021 and December 31, 2020 were as follows:


	March 31, 2021							December 31, 2020
						Weighted							Weighted
	Range					Average		Range					Average
Conditional prepayment rate	12.79	%	-	27.09	%	14.18	%	11.86	%	-	26.52	%	16.90	%
Life in years (of the MSR)	1.86		-	6.31		5.17		1.83		-	6.68		4.45
Weighted-average coupon rate	3.41	%	-	6.91	%	3.79	%	3.24	%	-	6.98	%	3.84	%
Discount rate	10.00	%	-	10.00	%	10.00	%	10.00	%	-	10.00	%	10.00	%

The sensitivities surrounding MSRs are expected to have an immaterial impact on fair value.

6. Transfers of Financial Assets

The Company’s transfers of financial assets with continuing interest may include pledges of collateral to secure public deposits and repurchase agreements, FHLB and FRB borrowing capacity, automated clearing house (“ACH”) transactions and interest rate swaps.

For public deposits and repurchase agreements, the Company enters into bilateral agreements with the entity to pledge investment securities as collateral in the event of default. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default. The counterparty has the right to sell or repledge the investment securities. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional investment securities. For transfers of assets with the FHLB and the FRB, the Company enters into bilateral agreements to pledge loans ~~and investment securities~~ as collateral to secure borrowing capacity. For ACH transactions, the Company enters into bilateral agreements to collateralize possible daylight overdrafts. For interest rate swaps, the Company enters into bilateral agreements to pledge collateral when either party is in a negative fair value position to mitigate counterparty credit risk. Counterparties to ACH transactions, certain interest rate swaps, the FHLB and the FRB do not have the right to sell or repledge the collateral.

The carrying amounts of the assets pledged as collateral to secure public deposits, borrowing arrangements and other transactions as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 were as follows:



(dollars in thousands)	September 30, 2017		December 31, 2016		March 31, 2021		December 31, 2020
Public deposits	$	3,440,535	$	2,521,761	$	2,418,838	$	2,251,508
Federal Home Loan Bank		2,323,773		2,097,233		2,887,878		2,917,317
Federal Reserve Bank		905,249		935,672		1,929,876		1,919,744
Repurchase agreements		—		10,066
ACH transactions		151,466		152,394		111,454		111,347
Interest rate swaps		36,230		30,399		42,373		56,004
Total	$	6,857,253	$	5,747,525	$	7,390,419	$	7,255,920

As the Company did not enter into reverse repurchase agreements noor repurchase agreements, 0 collateral was accepted or pledged as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020. In addition, no0 debt was extinguished by in-substance defeasance. ~~At September 30, 2017, the Company had $1.9 billion and $679.9 million in lines~~

Table of ~~credit available from the FHLB and the FRB, respectively. None of the lines available were drawn upon as of September 30, 2017.~~Contents

7. Deposits

As of September 30, 2017, the Company did not have any repurchase agreements. A disaggregation of the gross amount of recognized liabilities for repurchase agreements by the class of collateral pledged as of DecemberMarch 31, ~~2016 was as follows:~~

December 31, 2016

Remaining Contractual Maturity of the Agreements

Up to

Greater than

(dollars in thousands)

30 days

30-90 days

90 days

Total
Government agency collateralized mortgage obligations

$
1,200

$
—

$
4,951

$
6,151
Government-sponsored enterprises mortgage-backed securities

—

2,000

1,000

3,000
Gross amount of recognized liabilities for repurchase agreements

$
1,200

$
2,000

$
5,951

$
9,151

~~Table of Contents~~

~~6. Deposits~~

~~As of September 30, 2017~~2021 and December 31, ~~2016,~~2020, deposits were categorized as interest-bearing or noninterest-bearing as follows:



(dollars in thousands)	September 30, 2017		December 31, 2016		March 31, 2021		December 31, 2020
U.S.:
Interest-bearing	$	10,982,814	$	10,129,958	$	11,159,564	$	10,928,712
Noninterest-bearing		5,252,249		5,399,212		7,329,662		6,674,352
Foreign:
Interest-bearing		705,035		671,957		799,042		776,897
Noninterest-bearing		655,385		593,405		845,413		847,762
Total deposits	$	17,595,483	$	16,794,532	$	20,133,681	$	19,227,723

The following table presents the maturity distribution of time certificates of deposit as of ~~September 30, 2017:~~March 31, 2021:


	Under		$250,000

							Under		$250,000
(dollars in thousands)	$250,000		or More		Total		$250,000		or More		Total
Three months or less	$	276,403	$	1,872,346	$	2,148,749	$	232,935	$	414,462	$	647,397
Over three through six months		254,135		887,468		1,141,603		146,206		210,672		356,878
Over six through twelve months		259,014		319,229		578,243		372,636		379,245		751,881
One to two years		140,633		222,640		363,273		128,248		82,989		211,237
Two to three years		113,747		50,855		164,602		80,286		16,964		97,250
Three to four years		101,430		39,481		140,911		40,578		4,881		45,459
Four to five years		68,182		39,518		107,700		42,510		21,469		63,979
Thereafter		46		—		46		510		250		760
Total	$	1,213,590	$	3,431,537	$	4,645,127	$	1,043,909	$	1,130,932	$	2,174,841

Time certificates of deposit in denominations of $250,000 or more, in the aggregate, were ~~$3.4~~$1.1 billion and ~~$2.5~~$1.3 billion as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively. Overdrawn deposit accounts ~~were~~are classified as loans and totaled ~~$2.4~~$1.0 million and ~~$1.5~~$2.6 million as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

8. Long-Term Borrowings

Long-term borrowings consisted of the following as of March 31, 2021 and December 31, 2020:


(dollars in thousands)	March 31, 2021		December 31, 2020
Finance lease	$	10	$	10
FHLB fixed-rate advances⁽¹⁾		200,000		200,000
Total long-term borrowings	$	200,010	$	200,010

(1)	Interest is payable monthly.

As of March 31, 2021 and December 31, 2020, the Company’s long-term borrowings included $200.0 million in FHLB fixed-rate advances with a weighted average interest rate of 2.73% and maturity dates ranging from 2023 to 2024. The FHLB fixed-rate advances require monthly interest-only payments with the principal amount due on the maturity date. As of both March 31, 2021 and December 31, 2020, the available remaining borrowing capacity with the FHLB was $2.0 billion. The FHLB fixed-rate advances and remaining borrowing capacity were secured by residential real estate loan collateral as of March 31, 2021 and December 31, 2020. As of March 31, 2021 and December 31, 2020, the Company had an undrawn line of credit of $1.2 billion and $1.1 billion from the FRB, respectively. The borrowing capacity with the FRB was secured by consumer, commercial and industrial, commercial real estate and residential real estate loans as of March 31, 2021 and December 31, 2020. See “Note 6. Transfers of Financial Assets” for more information.

As of March 31, 2021 and December 31, 2020, the Company’s long-term borrowings included a finance lease obligation with a 6.78% annual interest rate that matures in 2022.

Table of Contents

As of March 31, 2021, future contractual principal payments and maturities of long-term borrowings were as follows:


	Principal
(dollars in thousands)	Payments
2021	$	10
2022		—
2023⁽¹⁾		100,000
2024⁽²⁾		100,000
2025		—
Total	$	200,010

(1)	FHLB fixed-rate advance callable on June 3, 2021 with an interest rate of 2.80%.

(2)	FHLB fixed-rate advance callable on July 15, 2021 with an interest rate of 2.65%.

9. Accumulated Other Comprehensive ~~Loss~~Income (Loss)

Accumulated other comprehensive ~~loss~~income (loss) is defined as the revenues, expenses, gains and losses that are included in comprehensive income but excluded from net income. The Company’s significant items of accumulated other comprehensive loss are pension and other benefits and net unrealized gains or losses on investment ~~securities and net unrealized gains or losses on cash flow derivative hedges.~~ securities.

Changes in accumulated other comprehensive ~~loss~~income (loss) for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 are presented below:


			Income
			Tax
	Pre-tax		Benefit		Net of
(dollars in thousands)	Amount		(Expense)		Tax
Accumulated other comprehensive income at December 31, 2020	$	43,098	$	(11,494)	$	31,604
Three months ended March 31, 2021
Investment securities:
Unrealized net losses arising during the period		(102,336)		27,297		(75,039)
Net change in investment securities		(102,336)		27,297		(75,039)
Other comprehensive loss		(102,336)		27,297		(75,039)
Accumulated other comprehensive loss at March 31, 2021	$	(59,238)	$	15,803	$	(43,435)

Income

Tax

Pre-tax

Benefit

Net of
(dollars in thousands)

Amount

(Expense)

Tax
Accumulated other comprehensive loss at June 30, 2017

$
(111,823)

$
44,172

$
(67,651)
Three months ended September 30, 2017

Investment securities:

Unrealized net gains arising during the period

212

(84)

128
Net change in unrealized gains on investment securities

212

(84)

128
Cash flow derivative hedges:

Unrealized net gains on cash flow derivative hedges arising during the period

675

(266)

409
Net change in unrealized gains on cash flow derivative hedges

675

(266)

409
Other comprehensive income

887

(350)

537
Accumulated other comprehensive loss at September 30, 2017

$
(110,936)

$
43,822

$
(67,114)


			Income
			Tax
	Pre-tax		Benefit		Net of
(dollars in thousands)	Amount		(Expense)		Tax
Accumulated other comprehensive loss at December 31, 2019	$	(43,450)	$	11,701	$	(31,749)
Three months ended March 31, 2020
Pension and other benefits:
Change in Company tax rate		—		(96)		(96)
Net change in pension and other benefits		—		(96)		(96)
Investment securities:
Unrealized net gains arising during the period		49,164		(13,128)		36,036
Reclassification of net gains to net income:
Investment securities gains, net		(85)		23		(62)
Net change in investment securities		49,079		(13,105)		35,974
Other comprehensive income		49,079		(13,201)		35,878
Accumulated other comprehensive income at March 31, 2020	$	5,629	$	(1,500)	$	4,129

Table of Contents

Income

Tax

Pre-tax

Benefit

Net of
(dollars in thousands)

Amount

(Expense)

Tax
Accumulated other comprehensive loss at December 31, 2016

$
(145,472)

$
57,461

$
(88,011)
Nine months ended September 30, 2017

Investment securities:

Unrealized net gains arising during the period

33,005

(13,035)

19,970
Net change in unrealized gains on investment securities

33,005

(13,035)

19,970
Cash flow derivative hedges:

Unrealized net gains on cash flow derivative hedges arising during the period

1,531

(604)

927
Net change in unrealized gains on cash flow derivative hedges

1,531

(604)

927
Other comprehensive income

34,536

(13,639)

20,897
Accumulated other comprehensive loss at September 30, 2017

$
(110,936)

$
43,822

$
(67,114)

Income

Tax

Pre-tax

Benefit

Net of
(dollars in thousands)

Amount

(Expense)

Tax
Accumulated other comprehensive loss at June 30, 2016

$
(8,644)

$
3,417

$
(5,227)
Three months ended September 30, 2016

Investment securities:

Unrealized net losses arising during the period

(9,925)

3,920

(6,005)
Reclassification of net gains to net income:

Investment securities gains, net

(30)

12

(18)
Net change in unrealized losses on investment securities

(9,955)

3,932

(6,023)
Cash flow derivative hedges:

Unrealized net gains on cash flow derivative hedges arising during the period

1,545

(610)

935
Net change in unrealized gains on cash flow derivative hedges

1,545

(610)

935
Other comprehensive loss

(8,410)

3,322

(5,088)
Accumulated other comprehensive loss at September 30, 2016

$
(17,054)

$
6,739

$
(10,315)

Income

Tax

Pre-tax

Benefit

Net of
(dollars in thousands)

Amount

(Expense)

Tax
Accumulated other comprehensive loss at December 31, 2015

$
(84,722)

$
33,463

$
(51,259)
Nine months ended September 30, 2016

Pension and other benefits:

Change due to Reorganization Transactions

(78)

32

(46)
Net change in pension and other benefits

(78)

32

(46)
Investment securities:

Unrealized net gains arising during the period

92,590

(36,573)

56,017
Reclassification of net gains to net income:

Investment securities gains, net

(25,761)

10,176

(15,585)
Net change in unrealized gains on investment securities

66,829

(26,397)

40,432
Cash flow derivative hedges:

Unrealized net gains on cash flow derivative hedges arising during the period

917

(359)

558
Net change in unrealized gains on cash flow derivative hedges

917

(359)

558
Other comprehensive income

67,668

(26,724)

40,944
Accumulated other comprehensive loss at September 30, 2016

$
(17,054)

$
6,739

$
(10,315)

~~Table of Contents~~

The following table summarizes changes in accumulated other comprehensive ~~loss,~~income (loss), net of tax, for the periods indicated:


							Total
	Pensions		Unrealized		Unrealized		Accumulated
	and		Gains (Losses)		Gains on		Other
	Other		on Investment		Cash Flow		Comprehensive


									Pensions				Accumulated
									and				Other
									Other		Investment		Comprehensive
(dollars in thousands)	Benefits		Securities		Derivative Hedges		Loss		Benefits		Securities		Income (Loss)
Three Months Ended September 30, 2017
Three Months Ended March 31, 2021
Balance at beginning of period									$	(31,737)	$	63,341	$	31,604
Other comprehensive loss										—		(75,039)		(75,039)
Balance at end of period									$	(31,737)	$	(11,698)	$	(43,435)

Three Months Ended March 31, 2020
Balance at beginning of period	$	(30,237)	$	(40,116)	$	2,702	$	(67,651)	$	(28,082)	$	(3,667)	$	(31,749)
Other comprehensive income		—		128		409		537		(96)		35,974		35,878
Balance at end of period	$	(30,237)	$	(39,988)	$	3,111	$	(67,114)	$	(28,178)	$	32,307	$	4,129

Nine Months Ended September 30, 2017
Balance at beginning of period	$	(30,237)	$	(59,958)	$	2,184	$	(88,011)
Other comprehensive income		—		19,970		927		20,897
Balance at end of period	$	(30,237)	$	(39,988)	$	3,111	$	(67,114)

Three Months Ended September 30, 2016
Balance at beginning of period	$	(26,929)	$	21,349	$	353	$	(5,227)
Other comprehensive (loss) income		—		(6,023)		935		(5,088)
Balance at end of period	$	(26,929)	$	15,326	$	1,288	$	(10,315)

Nine Months Ended September 30, 2016
Balance at beginning of period	$	(26,883)	$	(25,106)	$	730	$	(51,259)
Other comprehensive (loss) income		(46)		40,432		558		40,944
Balance at end of period	$	(26,929)	$	15,326	$	1,288	$	(10,315)

8.10. Regulatory Capital Requirements

Federal and state laws and regulations limit the amount of dividends the Company may declare or pay. The Company depends primarily on dividends from FHB as the source of funds for the Company’s payment of dividends.

The Company and the Bank are subject to various regulatory capital requirements imposed by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s operating activities and financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of its assets and certain ~~off-balance-sheet~~off-balance sheet items. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of Common Equity Tier 1 (“CET1”), capital, Tier 1 capital and total capital to risk-weighted assets, as well as a minimum leverage ratio.

~~Table of Contents~~

The table below sets forth those ratios at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:


					First Hawaiian				Minimum		Well-
	First Hawaiian, Inc.				Bank				Capital		Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Ratio⁽¹⁾		Ratio⁽¹⁾
March 31, 2021:
Common equity tier 1 capital to risk-weighted assets	$	1,731,573	12.82	%	$	1,717,126	12.71	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,731,573	12.82	%		1,717,126	12.71	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,901,254	14.07	%		1,886,793	13.97	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,731,573	7.90	%		1,717,126	7.83	%	4.00	%	5.00	%

December 31, 2020:
Common equity tier 1 capital to risk-weighted assets	$	1,717,008	12.47	%	$	1,699,485	12.34	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,717,008	12.47	%		1,699,485	12.34	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,889,958	13.73	%		1,872,427	13.60	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,717,008	8.00	%		1,699,485	7.92	%	4.00	%	5.00	%

First Hawaiian, Inc.

First Hawaiian

Minimum

Well-

and Subsidiary

Bank

Capital

Capitalized

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Ratio(1)

Ratio(1)

September 30, 2017:

Common equity tier 1 capital to risk-weighted assets

$
1,653,480

12.71
%
$
1,645,372

12.67
%
4.50
%
6.50
%
Tier 1 capital to risk-weighted assets

1,653,480

12.71
%

1,645,372

12.67
%
6.00
%
8.00
%
Total capital to risk-weighted assets

1,791,407

13.77
%

1,783,299

13.73
%
8.00
%
10.00
%
Tier 1 capital to average assets (leverage ratio)

1,653,480

8.66
%

1,645,372

8.63
%
4.00
%
5.00
%

December 31, 2016:

Common equity tier 1 capital to risk-weighted assets

$
1,569,004

12.75
%
$
1,533,056

12.51
%
4.50
%
6.50
%
Tier 1 capital to risk-weighted assets

1,569,004

12.75
%

1,533,063

12.51
%
6.00
%
8.00
%
Total capital to risk-weighted assets

1,705,098

13.85
%

1,669,157

13.62
%
8.00
%
10.00
%
Tier 1 capital to average assets (leverage ratio)

1,569,004

8.36
%

1,533,063

8.19
%
4.00
%
5.00
%

(1)

⁽¹⁾

As defined by the regulations issued by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and Federal Deposit Insurance Corporation (“FDIC”).

~~A new~~Table of Contents

Federal regulations require a 2.5% capital conservation buffer ~~comprised~~designed to absorb losses during periods of ~~common equity~~economic stress. The capital conservation buffer is composed entirely of CET1, on top of these minimum risk weighted asset ratios, effectively resulting in minimum ratios of (i) 7% CET1 to risk-weighted assets, (ii) 8.5% Tier 1 capital ~~was established above the regulatory minimum capital requirements. This capital conservation buffer was phased in beginning January 1, 2016 at 0.625% of~~to risk-weighted assets, and ~~will increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019.~~(iii) 10.5% total capital to risk-weighted assets. As of ~~September 30, 2017,~~March 31, 2021, under the bank regulatory capital guidelines, the Company and Bank were both classified as well-capitalized. Management is not aware of any conditions or events that have occurred since ~~September 30, 2017,~~March 31, 2021, to change the capital adequacy category of the Company or the Bank.

~~9. Income Taxes~~

The Company’s effective tax rate was 37.71% and 38.43% for the three months ended September 30, 2017 and 2016, respectively, and 37.25% and 37.54% for the nine months ended September 30, 2017 and 2016, respectively.

The Company is subject to examination by the Internal Revenue Service (“IRS”) and tax authorities in states in which the Company has significant business operations. The tax years under examination and open for examination vary by jurisdiction. There are currently no federal examinations under way; however, refund claims and tax returns for certain years are being reviewed by state jurisdictions. No material unanticipated adjustments were made by the IRS in the years most recently examined. The Company’s income tax returns for 2014 and subsequent tax years generally remain subject to examination by U.S. federal and foreign jurisdictions, and 2013 and subsequent years are subject to examination by state taxing authorities.

~~Table of Contents~~

~~A reconciliation of the amount of unrecognized tax benefits is as follows for the nine months ended September 30, 2017 and 2016:~~

Nine Months Ended September 30,

2017

2016

Interest

Interest

and

and

(dollars in thousands)

Tax

Penalties

Total

Tax

Penalties

Total
Balance at January 1,

$
127,085

$
9,965

$
137,050

$
5,903

$
2,935

$
8,838
Additions for current year tax positions

1,727

—

1,727

6,268

1,117

7,385
Additions for Reorganization Transactions

—

226

226

115,877

5,459

121,336
Additions for prior years' tax positions:

Accrual of interest and penalties

—

295

295

—

95

95
Reductions for prior years' tax positions:

Expiration of statute of limitations

(258)

(152)

(410)

(530)

(215)

(745)
Other

—

—

—

(12)

(1)

(13)
Balance at September 30,

$
128,554

$
10,334

$
138,888

$
127,506

$
9,390

$
136,896

Included in the balance of unrecognized tax benefits was $11.2 million and $10.9 million of unrecognized tax benefits for the nine months ended September 30, 2017 and 2016, respectively, that, if recognized, would impact the effective tax rate.

In connection with the Reorganization Transactions discussed below, the Company recorded interest and penalties of $0.2 million for the nine months ended September 30, 2017 and unrecognized tax benefits and interest and penalties of $115.9 million and $5.5 million, respectively, for the nine months ended September 30, 2016. Included in the balance of the unrecognized tax benefits as of September 30, 2017 was $93.9 million attributable to tax refund claims with respect to tax years 2005 through 2012 in the State of California. Such refund claims were filed by the Company in 2015, on behalf of the Company and its affiliates, including BOW, concerning the determination of taxes for which no benefit is currently recognized. It is reasonably possible that the amount of unrecognized tax benefits could decrease within the next 12 months by as much as $107.2 million of taxes and $5.4 million of accrued interest and penalties as a result of settlements and the expiration of the statute of limitations in various states.

The Company recognizes interest and penalties attributable to both unrecognized tax benefits and undisputed tax adjustments in the provision for income taxes. For the nine months ended September 30, 2017 and 2016, the Company recorded $0.4 million and $0.2 million, respectively, of net expense attributable to interest and penalties. The Company had a liability of $12.5 million and $12.1 million as of September 30, 2017 and December 31, 2016, respectively, for accrued interest and penalties, of which $10.3 million and $10.0 million as of September 30, 2017 and December 31, 2016, respectively, were attributable to unrecognized tax benefits and the remainder was attributable to tax adjustments which are not expected to be in dispute.

Prior to the Reorganization Transactions, the Company filed consolidated U.S. Federal and combined state tax returns that incorporated the tax receivables and unrecognized tax benefits of FHB and BOW. The consummation of the Reorganization Transactions did not relieve the Company of the pre-Reorganization Transactions tax receivables and unrecognized tax benefits recognized by BOW that were included in the Company's consolidated and combined tax returns. As a result, on April 1, 2016, the Company recorded $72.8 million related to current tax receivables, $116.6 million related to unrecognized tax benefits, and an indemnification payable of $28.6 million. Additionally, in connection with the Reorganization Transactions, the Company incurred certain tax-related liabilities related to the distribution of its interest in BWHI amounting to $95.4 million. The amount necessary to pay the distribution taxes (net of the expected federal tax benefit of $33.4 million) was paid by BNPP to the Company on April 1, 2016. The Company expects that any future refunds or adjustments to such taxes will be reimbursed to, or funded by, BWHI or its affiliates pursuant to a tax sharing agreement entered into on April 1, 2016 and pursuant to certain tax allocation agreements entered into among the parties. Accordingly, the assumption of the pre-Reorganization Transactions tax receivables, unrecognized tax benefits and distribution tax liabilities and the offsetting indemnification receivables or payables were reflected as equity contributions and distributions on April 1, 2016. If there are any future adjustments to the indemnified tax receivables or unrecognized tax benefits, an offsetting adjustment to the indemnification receivables or payables will be recorded to the provision for income taxes and other noninterest income or expense.

~~Table of Contents~~

~~10.~~ 11. Derivative Financial Instruments

The Company enters into derivative contracts primarily to manage its interest rate risk, as well as for customer accommodation purposes. Derivatives used for risk management purposes consist of interest rate swaps that are designated as either a fair value hedge or a cash flow hedge. The derivatives are recognized on the unaudited interim consolidated balance sheets as either assets or liabilities at fair value. Derivatives entered into for customer accommodation purposes consist of various free-standing interest rate derivative products and foreign exchange contracts. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes.

The following table summarizes notional amounts and fair values of derivatives held by the Company as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:


	March 31, 2021						December 31, 2020
			Fair Value						Fair Value
	Notional		Asset		Liability		Notional		Asset		Liability
(dollars in thousands)	Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾		Amount		Derivatives⁽¹⁾		Derivatives⁽²⁾
Derivatives designated as hedging instruments:
Interest rate swaps	$	22,451	$	—	$	(1,084)	$	22,451	$	—	$	(1,276)
Derivatives not designated as hedging instruments:
Interest rate swaps		3,000,461		80,126		—		3,002,333		129,888		—
Funding swap		95,799		—		(3,382)		92,647		—		(4,554)
Interest rate caps and floors		148,800		56		(56)		148,800		7		(7)
Foreign exchange contracts		—		—		—		326		—		—

September 30, 2017

December 31, 2016

Fair Value

Fair Value

Notional

Asset

Liability

Notional

Asset

Liability
(dollars in thousands)

Amount

Derivatives (1)

Derivatives (2)

Amount

Derivatives (1)

Derivatives (2)
Derivatives designated as hedging instruments:

Interest rate swaps

$
196,173

$
—

$
(3,343)

$
200,504

$
—

$
(5,296)
Derivatives not designated as hedging instruments:

Interest rate swaps

1,727,957

19,743

(15,503)

1,297,101

15,982

(18,299)
Funding swap

41,536

—

(5,975)

37,143

—

(7,460)
Foreign exchange contracts

3,442

88

(12)

3,664

—

(147)

(1)

⁽¹⁾

The positive fair ~~value~~values of derivative assets isare included in other assets.

(2)

⁽²⁾

The negative fair ~~value~~values of derivative liabilities isare included in other liabilities.

Certain interest rate swaps noted above, are cleared through clearinghouses, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. As of March 31, 2021, the amount of initial margin cash collateral received by the Company was $1.4 million. As of December 31, 2020, the amount of initial margin cash collateral posted by the Company was $4.8 million. As of March 31, 2021 and December 31, 2020, the variation margin was $80.1 million and $129.9 million, respectively.

As of ~~September 30, 2017,~~March 31, 2021, the Company pledged ~~$23.7~~$30.7 million in financial instruments and ~~$12.5~~$11.7 million in cash as collateral for interest rate swaps. As of December 31, ~~2016,~~2020, the Company pledged ~~$12.1~~$30.8 million in financial instruments and ~~$18.3~~$25.2 million in cash as collateral for interest rate swaps. As of March 31, 2021 and December 31, 2020, the cash collateral includes the excess initial margin for interest rate swaps cleared through clearinghouses and cash collateral for interest rate swaps with financial institution counterparties.

Fair Value Hedges

To manage the risk related to the Company’s net interest margin, interest rate swaps are utilized to hedge certain fixed-rate loans. These swaps have maturity, amortization and prepayment features that correspond to the loans hedged, and are designated and qualify as fair value hedges. Any gain or loss on the swaps, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, is recognized in current period earnings.

~~At September 30, 2017,~~26

Table of Contents

As of both March 31, 2021 and December 31, 2020, the Company carried 1 interest rate ~~swaps with notional amounts totaling $46.2 million~~swap with a ~~positive~~notional amount of $22.5 million. As of March 31, 2021 and December 31, 2020, the interest rate swap was categorized as a fair value ~~of nil and fair value losses of $1.0 million that were categorized as fair value hedges~~hedge for a commercial and industrial loans and commercial real estate loans. The Company received 6-month London Interbank Offered Rate (“LIBOR”) and paid fixed rates ranging from 2.59% to 3.44%. The swaps mature between 2019 and 2023. At December 31, 2016, the Company carried interest rate swapsloan with ~~notional amounts totaling $50.5 million with a positive fair value of nil and~~ a negative fair value of ~~$1.5~~$1.1 million ~~that were categorized as fair value hedges for commercial~~ and ~~industrial loans~~$1.3 million, respectively. The Company received a USD Prime floating rate and ~~commercial real estate loans.~~paid a fixed rate of 2.90%. The swap matures in 2023.

~~Table of Contents~~

The following table shows the ~~net~~ gains and losses recognized in income related to derivatives in fair value hedging relationships for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020:

Three Months Ended

Nine Months Ended

September 30,

September 30,
(dollars in thousands)

2017

2016

2017

2016
Interest expense recorded in net interest income

$
(142)

$
(279)

$
(511)

$
(973)
Gains (losses) recorded in noninterest income:

Recognized on derivatives

150

479

274

(1,039)
Recognized on hedged item

(224)

(481)

(222)

1,065
Net gains (losses) recognized on fair value hedges (ineffective portion)

(74)

(2)

52

26
Net losses recognized on fair value hedges

$
(216)

$
(281)

$
(459)

$
(947)


	Gains (losses) recognized in	Three Months Ended
	the consolidated statements	March 31,
(dollars in thousands)	of income line item	2021		2020
Gains (losses) on fair value hedging relationships recognized in interest income⁽¹⁾:
Recognized on interest rate swap	Loans and lease financing	$	193	$	(955)
Recognized on hedged item	Loans and lease financing		(249)		906

~~Cash Flow Hedges~~

~~The Company utilizes interest rate swaps to reduce exposure to interest rates associated with short-term fixed-rate liabilities. The Company enters into interest rate swaps paying fixed rates~~As of March 31, 2021 and ~~receiving LIBOR. The LIBOR index will correspond to~~December 31, 2020, the short-term fixed-rate nature of the liabilities being hedged. If interest rates rise, the increase in interest received on the swaps will offset increases in interest costs associated with these liabilities. By hedging with interest rate swaps, the Company minimizes the adverse impact on interest expense associated with increasing rates on short-term liabilities.

The interest rate swaps are designated and qualify as cash flow hedges. The effective portion of the gain or loss on the interest rate swaps is reported as a component of other comprehensive income and reclassified into earningsfollowing amounts were recorded in the ~~same period or periods during which the hedged transaction affects earnings. There were no recognized expenses~~unaudited interim consolidated balance sheets related to the ~~ineffective portion of the change in~~cumulative basis adjustments for fair value ~~of derivatives designated as a cash flow hedge for the three and nine months ended September 30, 2017 and 2016.~~hedges:

Cumulative Amount of Fair Value

Hedging Adjustment Included in the

Carrying Amount of the Hedged Asset

(dollars in thousands)

March 31, 2021

December 31, 2020

March 31, 2021

December 31, 2020

Line item in the consolidated balance sheets in which the hedged item is included

Loans and leases

23,920

24,355

1,239

1,487

As of September 30, 2017 and December 31, 2016, the Company carried two interest rate swaps with notional amounts totaling $150.0 million, with a negative fair value of $2.3 million as of September 30, 2017 and a negative fair value of $3.8 million as of December 31, 2016, in order to reduce exposure to interest rate increases associated with short-term fixed-rate liabilities. The swaps mature in 2018. The Company received 6-month LIBOR and paid fixed rates ranging from 2.98% to 3.03%. The interest rate swaps designated as cash flow hedges resulted in net interest expense of $0.6 million and $0.8 million during the three months ended September 30, 2017 and 2016, respectively, and $1.9 million and $2.5 million during the nine months ended September 30, 2017 and 2016, respectively.

~~The following table summarizes the effect of cash flow hedging relationships for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,
(dollars in thousands)

2017

2016

2017

2016
Pretax gains recognized in other comprehensive income on derivatives (effective portion)

$
675

$
1,545

$
1,531

$
917

~~There were no gains or losses reclassified from accumulated other comprehensive loss to earnings during the three and nine months ended September 30, 2017 and 2016.~~

Free-Standing Derivative Instruments

For the derivatives that are not designated as hedges, changes in fair value are reported in current period earnings. The following table summarizes the impact on pretax earnings of derivatives not designated as hedges, as reported on the unaudited interim consolidated statements of income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016:~~2020:


	Net gains (losses) recognized	Three Months Ended
	in the consolidated statements	March 31,
(dollars in thousands)	of income line item	2021		2020
Derivatives Not Designated As Hedging Instruments:
Interest rate swaps	Other noninterest income	$	—	$	—
Funding swap	Other noninterest income		26		6
Foreign exchange contracts	Other noninterest income		—		(52)

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Net gains (losses) recognized

Three Months Ended

Nine Months Ended

in the consolidated statements

September 30,

September 30,
(dollars in thousands)

of income line item

2017

2016

2017

2016
Derivatives Not Designated As Hedging Instruments:

Interest rate swaps

Other noninterest income

$
234

$
378

$
587

$
(17)
Funding swap

Other noninterest income

(41)

6

(74)

25
Foreign exchange contracts

Other noninterest income

(149)

72

78

(50)

As of ~~September 30, 2017,~~March 31, 2021, the Company carried multiple interest rate swaps with notional amounts totaling ~~$1.7~~$3.0 billion, ~~including $1.6 billion~~all of which were related to the Company’s customer swap program, with a positive fair value of ~~$19.7~~$80.1 million and a negative fair value of ~~$15.5 million.~~NaN. The Company received ~~1-month and 3-month LIBOR~~floating rates ranging from 0.11% to 3.82% and paid fixed rates ranging from ~~1.24%~~2.02% to ~~5.33%~~5.78%. The swaps mature between ~~2018~~June 2021 and ~~2037.~~June 2040. As of December 31, ~~2016,~~2020, the Company carried multiple interest rate swaps with notional amounts totaling ~~$1.3~~$3.0 billion, ~~including $1.2 billion~~all of which were related to the Company’s customer swap program, with a positive fair value of ~~$16.0~~$129.9 million and a negative fair value of ~~$18.3 million.~~NaN. The Company received ~~1-month and 3-month LIBOR~~floating rates ranging from 0.15% to 3.16% and paid fixed rates ranging from ~~0.77%~~2.02% to ~~4.90%~~5.78%. ~~The swaps mature between 2018 and 2035.~~ These swaps resulted in net interest expense of ~~$0.2 million and $0.3 million for~~NaN during both the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and net interest expense of $0.7 million and $0.8 million for the nine months ended September 30, 2017 and 2016, respectively.~~2020.

The Company’s customer swap program is designed by offering customers a variable-rate loan that is swapped to fixed-rate through an ~~interest-rate~~interest rate swap. The Company simultaneously executes an offsetting ~~interest-rate~~interest rate swap with a swap dealer. Upfront fees on the dealer swap are recorded in other noninterest income and totaled ~~$1.3~~$0.5 million and ~~$0.7~~$1.9 million for the three months ended ~~September 30, 2017~~March 31, 2021 and 2016, respectively, and $5.9 million and $4.3 million for the nine months ended September 30, 2017 and 2016, respectively. Interest rate swaps related to the program had asset fair values of $19.7 million and $16.0 million as of September 30, 2017 and December 31, 2016, respectively, and liability fair values of $13.8 million and $16.0 million as of September 30, 2017 and December 31, 2016,2020, respectively.

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In conjunction with the 2016 sale of Class B restricted shares of common stock issued by Visa, the Company entered into a funding swap agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion ~~ratio~~rate to unrestricted Class A common shares. On June 28, 2018, Visa additionally funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A ~~derivative liability (“~~common shares. Accordingly, on July 5, 2018, Visa ~~derivative”)~~announced a decrease in conversion rate from 1.6483 to 1.6298 effective June 28, 2018. In July 2018, the Company made a payment of ~~$6.0~~approximately $0.7 million ~~and $7.5 million was included~~to the buyer as a result of the reduction in the ~~unaudited consolidated balance sheets at~~Visa Class B conversion rate. On September 27, 2019, Visa additionally funded its litigation escrow account, thereby further reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on September 30, ~~2017 and December 31, 2016, respectively,~~2019, Visa announced a decrease in conversion rate from 1.6298 to ~~provide for~~1.6228 effective September 27, 2019. In October 2019, the ~~fair value~~Company made a payment of ~~this liability.~~approximately $0.3 million to the buyer as a result of the reduction in the Visa Class B conversion rate. Under the terms of the funding swap agreement, the Company will make monthly payments to the buyer based on Visa’s Class A stock price and the number of Visa Class B restricted shares that were sold until the date on which the covered litigation is settled. A derivative liability (“Visa derivative”) of $3.4 million and $4.6 million was included in the unaudited interim consolidated balance sheets at March 31, 2021 and December 31, 2020, respectively, to provide for the fair value of this liability. There were no sales of these shares prior to 2016. See “Note ~~14.~~16. Fair Value” for more information.

Counterparty Credit Risk

By using derivatives, the Company is exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, the Company’s counterparty credit risk is equal to the amount reported as a derivative asset, net of cash or other collateral received, and net of derivatives in a loss position with the same counterparty to the extent master netting arrangements exist. The Company minimizes counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. Counterparty credit risk related to derivatives is considered in determining fair value.

The Company’s interest rate swap agreements include bilateral collateral agreements with collateral requirements, which begin with exposures in excess of ~~$0.5~~$0.3 million. For each counterparty, the Company reviews the interest rate swap collateral daily. Collateral for customer interest rate swap agreements, calculated as the pledged ~~property~~asset less loan balance, requires valuation of the ~~property pledged.~~ pledged asset. Counterparty credit risk adjustments of ~~nil and~~ $0.1 million were recognized ~~for~~during both the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively and~~ ~~$0.1~~2020.

Credit-Risk Related Contingent Features

Certain of our derivative contracts contain provisions whereby if the Company’s credit rating were to be downgraded by certain major credit rating agencies as a result of a merger or material adverse change in the Company’s financial condition, the counterparty could require an early termination of derivative instruments in a net liability position. The aggregate fair value of all derivative instruments with such credit-risk related contingent features that are in a net liability position was $14.1 million and ~~$0.2~~$19.8 million ~~were recognized~~at March 31, 2021 and December 31, 2020, respectively, for which we posted $14.1 million and $20.4 million, respectively, in collateral in the ~~nine months ended September 30, 2017~~normal course of business. If the Company’s credit rating had been downgraded as of March 31, 2021 and ~~2016, respectively~~. December 31, 2020, we may have been required to settle the contracts in an amount equal to their fair value.

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~~11.~~12. Commitments and Contingent Liabilities

Contingencies

On ~~January 27, 2017,~~November 2, 2020, a ~~purported class action~~ lawsuit was filed in Hawaii Circuit Court by a Bank customer ~~alleging~~related to the sale of credit facilities that ~~FHB improperly charges an overdraft fee in circumstances where an account has sufficient funds~~the Bank had previously extended to ~~cover~~ the ~~transaction at~~customer. The customer asserts claims against the ~~time a transaction is authorized by~~Bank for interference with the ~~customer but not at the time the transaction is posted,~~customer’s contract and ~~that this practice constitutes an unjust~~business opportunity, unfair methods of competition and ~~deceptive trade practice.~~declaratory and injunctive relief. The lawsuit further alleges that FHB’s practice of assessing a one-time continuous negative balance overdraft fee on accounts remaining in a negative balance for a seven-day period constitutes a usurious interest charge and an unfair and deceptive trade practice.

This lawsuit is similar to lawsuits filed against other financial institutions pertaining to available balance overdraft fee disclosures and continuing negative balance overdraft fees. Because of the many questions of fact and law that may arise in the future, the outcome of this legal proceeding is uncertain at this point. Based on information available to the Company at present, the Company cannot reasonably estimate a range of potential loss, if any, for this action because, among other things, its potential liability depends on whether a class is certified and, if so, the composition and size of any such class, the applicable time period at issue, as well as an assessment of the appropriate measure of damages if the Company were to be found liable.action. Accordingly, the Company has not recognized any liability associated with this action. Management disputes any wrongdoing and the case is being vigorously defended.

In addition to the litigation noted above, various ~~other~~ legal proceedings are pending or threatened against the Company. After consultation with legal counsel, management does not expect that the aggregate liability, if any, resulting from these proceedings would have a material effect on the Company’s unaudited interim consolidated financial position, results of operations or cash flows.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit which are not reflected in the unaudited interim consolidated financial statements.

Unfunded Commitments to Extend Credit

A commitment to extend credit is a legally binding agreement to lend funds to a customer, usually at a stated interest rate and for a specified purpose. Commitments are reported net of participations sold to other institutions. Such commitments have fixed expiration dates and generally require a fee. The extension of a commitment gives rise to credit risk. The actual liquidity requirements or credit risk that the Company will experience is expected to be lower than the contractual amount of commitments to extend credit because a significant portion of those commitments are expected to expire without being drawn upon. Certain commitments are subject to loan agreements containing covenants regarding the financial performance of the customer that must be met before the Company is required to fund the commitment. The Company uses the same credit policies in making commitments to extend credit as it does in ~~extending~~making loans. In addition, the Company manages the potential credit risk in commitments to extend credit by limiting the total amount of arrangements, both by individual customer and in the aggregate, by monitoring the size and expiration structure of these portfolios and by applying the same credit standards maintained for all of its related credit activities. Commitments to extend credit are reported net of participations sold to other institutions of ~~$60.5~~$81.2 million and ~~$94.5~~$93.1 million at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

Standby and Commercial Letters of Credit

Standby letters of credit are issued on behalf of customers in connection with contracts between the customers and third parties. Under standby letters of credit, the Company assures that the third parties ~~that it~~ will receive ~~the~~ specified funds if customers fail to meet their contractual obligations. The credit risk to the Company arises from its obligation to make payment in the event of a customer’s contractual default. Standby letters of credit are reported net of participations sold to other institutions of ~~$17.8~~$10.8 million and ~~$19.0~~$11.0 million at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively. The Company also had commitments for commercial and similar letters of credit. Commercial letters of credit are issued specifically to facilitate commerce whereby the commitment is typically drawn upon when the underlying transaction between the customer and a ~~third party~~third-party is consummated. The maximum amount of potential future payments guaranteed by the Company is limited to the contractual amount of these letters. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held supports those commitments for which collateral is deemed necessary. The commitments outstanding as of ~~September 30, 2017~~March 31, 2021 have maturities ranging

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from ~~October 2017~~April 2021 to ~~March 2021.~~June 2022. Substantially all fees received from the issuance of such commitments are deferred and amortized on a straight-line basis over the term of the commitment.

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Financial instruments with off-balance sheet risk at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016, respectively,~~2020 were as follows:


	September 30,		December 31,

					March 31,		December 31,
(dollars in thousands)	2017		2016		2021		2020
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	5,438,176	$	5,121,811	$	6,067,465	$	5,934,535
Standby letters of credit		160,515		60,848		180,909		185,108
Commercial letters of credit		5,853		6,813		5,014		3,834

Guarantees

The Company sells residential mortgage loans in the secondary market primarily to ~~The~~the Federal National Mortgage Association ~~(“FNMA” or “Fannie Mae”)~~ and ~~The~~the Federal Home Loan Mortgage Corporation ~~(“FHLMC” or “Freddie Mac”)~~ that may potentially require repurchase under certain conditions. This risk is managed through the Company’s underwriting practices. The Company services loans sold to investors and loans originated by other originators under agreements that may include repurchase remedies if certain servicing requirements are not met. This risk is managed through the Company’s quality assurance and monitoring procedures. Management does not anticipate any material losses as a result of these transactions.

Foreign Exchange Contracts

The Company has forward foreign exchange contracts that represent commitments to purchase or sell foreign currencies at a future date at a specified price. The Company’s utilization of forward foreign exchange contracts is subject to the primary underlying risk of movements in foreign currency exchange rates and to additional counterparty risk should its counterparties fail to meet the terms of their contracts. Forward foreign exchange contracts are utilized to mitigate the Company’s risk to satisfy customer demand for foreign currencies and are not used for trading purposes. See “Note ~~10.~~11. Derivative Financial Instruments” for more information.

Reorganization Transactions

On April 1, 2016, a series of reorganization transactions were undertaken to facilitate FHI’s initial public offering. In connection with the ~~Reorganization Transactions as discussed in Note 1,~~reorganization transactions, FHI ~~(formerly BancWest)~~ distributed its interest in ~~BWHI (including BOW)~~BancWest Holding Inc. (“BWHI”), including Bank of the West (“BOW”) to ~~BNPP~~BNP Paribas (“BNPP”) so that BWHI was held directly by BNPP. ~~BWHI is now held indirectly by BNPP through its intermediate holding company.~~ As a result of the ~~Reorganization Transactions~~reorganization transactions that occurred on April 1, 2016, various tax or other contingent liabilities could arise related to the business of BOW, or related to the Company’s operations prior to the restructuring when it was known as BancWest Corporation, including its ~~then-wholly-owned~~then wholly owned subsidiary, BOW. The Company is not able to determine the ultimate outcome or estimate the amounts of these contingent liabilities, if any, at this time.

13. Revenue from Contracts with Customers

31Revenue Recognition

In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

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Disaggregation of Revenue

~~12. Earnings per Share~~

The following table summarizes the Company’s revenues, which includes net interest income on financial instruments and noninterest income, disaggregated by type of service and business segments for the periods indicated:

Three Months Ended March 31, 2021

Treasury

Retail

Commercial

and

(dollars in thousands)

Banking

Other

Total

Net interest income⁽¹⁾

100,888

31,832

(3,562)

129,158

Service charges on deposit accounts

6,086

223

409

6,718

Credit and debit card fees

—

12,525

1,428

13,953

Other service charges and fees

5,564

475

352

6,391

Trust and investment services income

8,492

—

8,492

Other

1,496

336

1,911

Not in scope of Topic 606⁽¹⁾

3,354

1,322

1,727

6,403

Total noninterest income

23,575

16,041

4,252

43,868

Total revenue

124,463

47,873

690

173,026

(1)

Most of the Company’s revenue is not within the scope of ASU No. 2014-09, Revenue from Contracts with Customers. The guidance explicitly excludes net interest income from financial assets and liabilities as well as other noninterest income from loans, leases, investment securities and derivative financial instruments.


		Three Months Ended March 31, 2020
					Treasury
	Retail		Commercial		and
(dollars in thousands)	Banking		Banking		Other		Total
Net interest income⁽¹⁾	$	89,883	$	34,414	$	14,386	$	138,683

Service charges on deposit accounts		8,088		351		511		8,950
Credit and debit card fees		—		12,887		1,599		14,486
Other service charges and fees		4,875		424		516		5,815
Trust and investment services income		9,591		—		—		9,591
Other		185		1,106		188		1,479
Not in scope of Topic 606⁽¹⁾		3,637		3,028		2,242		8,907
Total noninterest income		26,376		17,796		5,056		49,228
Total revenue	$	116,259	$	52,210	$	19,442	$	187,911

(1)

Most of the Company’s revenue is not within the scope of ASU No. 2014-09, Revenue from Contracts with Customers. The guidance explicitly excludes net interest income from financial assets and liabilities as well as other noninterest income from loans, leases, investment securities and derivative financial instruments.

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, substantially all of the Company’s revenues under the scope of Topic 606 were related to performance obligations satisfied at a point in time.

The following is a discussion of revenues within the scope of Topic 606.

Service Charges on Deposit Accounts

Service charges on deposit accounts relate to fees generated from a variety of deposit products and services rendered to customers. Charges include, but are not limited to, overdraft fees, non-sufficient fund fees, dormant fees and monthly service charges. Such fees are recognized concurrent with the event on a daily basis or on a monthly basis depending upon the customer’s cycle date.

Credit and Debit Card Fees

Credit and debit card fees primarily represent revenues earned from interchange fees, ATM fees and merchant processing fees. Interchange and network revenues are earned on credit and debit card transactions conducted with payment networks. ATM fees are primarily earned as a result of surcharges assessed to non-FHB customers who use an FHB ATM. Merchant processing fees are primarily earned on transactions in which FHB is the acquiring bank. Such fees are generally recognized concurrently with the delivery of services on a daily basis.

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Trust and Investment Services Fees

Trust and investment services fees represent revenue earned by directing, holding and managing customers’ assets. Fees are generally computed based on a percentage of the previous period’s value of assets under management. The transaction price (i.e., percentage of assets under management) is established at the inception of each contract. Trust and investment services fees also include fees collected when the Company acts as agent or personal representative and executes security transactions, performs collection and disbursement of income, and completes investment management and other administrative tasks.

Other Fees

Other fees primarily include revenues generated from wire transfers, lockboxes, bank issuance of checks and insurance commissions. Such fees are recognized concurrent with the event or on a monthly basis.

Contract Balances

A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. In prior years, the Company received signing bonuses from 2 vendors which are being amortized over the term of the respective contracts. As of March 31, 2021 and December 31, 2020, the Company had contract liabilities of $0.8 million and $1.0 million, respectively, which it expects to recognize over the remaining term of the respective contracts with the vendors. For both the three months ended March 31, 2021 and 2020, the Company’s recognized revenues increased and contract liabilities decreased by approximately $0.2 million, due to the passage of time. There were 0 changes in contract liabilities due to changes in transaction price estimates.

A contract asset is the right to consideration for transferred goods or services when the amount is conditioned on something other than the passage of time. As of March 31, 2021 and December 31, 2020, there were 0 material receivables from contracts with customers or contract assets recorded on the Company’s consolidated balance sheets.

Other

Except for the contract liabilities noted above, the Company did not have any significant performance obligations as of March 31, 2021 and December 31, 2020. The Company also did not have any material contract acquisition costs or use any significant judgments or estimates in recognizing revenue for financial reporting purposes.

14. Earnings per Share

For the three months ended March 31, 2021 and 2020, the Company made no0 adjustments to net income for the purpose of computing earnings per share and there were no27,000 and NaN antidilutive ~~securities.~~securities, respectively. For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the computations of basic and diluted earnings per share were as follows:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,

										Three Months Ended March 31,
(dollars in thousands, except shares and per share amounts)	2017			2016		2017		2016		2021		2020
Numerator:
Net income	$	58,363		$	53,235	$	171,998	$	173,626	$	57,693	$	38,865


Denominator:
Basic: weighted-average shares outstanding		139,556,532	��		139,500,542		139,549,665		139,473,360		129,933,104		129,895,706
Add: weighted-average equity-based awards		139,798			3,016		120,822		1,013		656,774		455,879
Diluted: weighted-average shares outstanding		139,696,330			139,503,558		139,670,487		139,474,373		130,589,878		130,351,585


Basic earnings per share	$	0.42		$	0.38	$	1.23	$	1.24	$	0.44	$	0.30
Diluted earnings per share	$	0.42		$	0.38	$	1.23	$	1.24	$	0.44	$	0.30

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15. Noninterest Income and Noninterest Expense

~~13.~~

Benefit Plans

The following table sets forth the components of net periodic benefit cost for the ~~three~~Company’s pension and ~~nine~~postretirement benefit plans for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, recorded as a component~~2020:


	Income line item where recognized in	Pension Benefits				Other Benefits
(dollars in thousands)	the consolidated statements of income	2021		2020		2021		2020
Three Months Ended March 31,
Service cost	Salaries and employee benefits	$	—	$	—	$	264	$	189
Interest cost	Other noninterest expense		1,231		1,621		131		164
Expected return on plan assets	Other noninterest expense		(766)		(1,194)		—		—
Prior service credit	Other noninterest expense		—		—		—		(13)
Recognized net actuarial loss (gain)	Other noninterest expense		1,720		1,429		—		(26)
Total net periodic benefit cost		$	2,185	$	1,856	$	395	$	314

Leases

The Company recognized operating lease income related to lease payments of ~~salaries~~$1.7 million and ~~employee benefits in~~$1.5 million for the ~~unaudited consolidated statements~~three months ended March 31, 2021 and 2020, respectively. In addition, the Company recognized $1.5 million of ~~income:~~lease income related to variable lease payments for both the three months ended March 31, 2021 and 2020.

Pension Benefits

Other Benefits
(dollars in thousands)

2017

2016

2017

2016
Three Months Ended September 30,

Service cost

$
157

$
215

$
179

$
193
Interest cost

2,041

2,172

201

210
Expected return on plan assets

(1,242)

(1,180)

—

—
Prior service credit

—

—

(107)

(107)
Recognized net actuarial loss

2,000

1,774

—

—
Total net periodic benefit cost

$
2,956

$
2,981

$
273

$
296

Nine Months Ended September 30,

Service cost

$
472

$
644

$
537

$
577
Interest cost

6,124

6,486

603

631
Expected return on plan assets

(3,726)

(3,515)

—

—
Prior service credit

—

—

(322)

(321)
Recognized net actuarial loss

5,998

5,319

—

—
Total net periodic benefit cost

$
8,868

$
8,934

$
818

$
887

~~14.~~

16. Fair Value

The Company determines the fair values of its financial instruments based on the requirements established in Accounting Standards Codification ~~(“ASC”)~~Topic 820 (“Topic 820”), Fair Value Measurements, which provides a framework for measuring fair value under GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~ASC~~Topic 820 defines fair value as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.

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Fair Value Hierarchy

~~ASC~~

Topic 820 establishes three levels of fair values based on the markets in which the assets or liabilities are traded and the reliability of the assumptions used to determine fair value. The levels are:

◾

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

◾

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

◾

Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability (“Company-level data”). Level 3 assets and liabilities include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

~~ASC~~Topic 820 requires that the Company disclose estimated fair values for certain financial instruments. Financial instruments include such items as investment securities, loans, deposits, interest rate and foreign exchange contracts, ~~interest rate~~ swaps and other instruments as defined by the standard. The Company has an organized and established process for determining and reviewing the fair value of financial instruments reported in the Company’s financial statements. The fair value measurements are reviewed to ensure they are reasonable and in line with market experience in similar asset and liability classes.

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Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as other real estate owned, other customer relationships, and other intangible assets. These nonrecurring fair value adjustments typically involve the application of lower-of-cost-or-fair-value accounting or write-downs of individual assets.

Disclosure of fair values is not required for certain items such as lease financing, obligations for pension and other postretirement benefits, premises and equipment, prepaid expenses, deposit liabilities with no defined or contractual maturity, and income tax assets and liabilities.

Reasonable comparisons of fair value information with that of other financial institutions cannot necessarily be made because the standard permits many alternative calculation techniques, and numerous assumptions have been used to estimate the Company’s fair values.

Valuation Techniques Used in the Fair Value Measurement of Assets and Liabilities Carried at Fair Value

For the assets and liabilities measured at fair value on a recurring basis (categorized in the valuation hierarchy table below), the Company applies the following valuation techniques:

Available-for-sale securities

Available-for-sale debt securities are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, including estimates by third-party pricing services, if available. If quoted prices are not available, fair values are measured using proprietary valuation models that utilize market observable parameters from active market makers and inter-dealer brokers whereby securities are valued based upon available market data for securities with similar characteristics. Management reviews the pricing information received from the Company’s third-party pricing service to evaluate the inputs and valuation methodologies used to place securities into the appropriate level of the fair value hierarchy and transfers of securities within the fair value hierarchy are made if necessary. On a monthly basis, management reviews the pricing information received from the third-party pricing service which includes a comparison to non-binding third-party broker quotes, as well as a review of market-related conditions impacting the information provided by the third-party pricing service. Management also identifies investment securities which may have traded in illiquid or inactive markets by identifying instances of a significant decrease in the volume or frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, management did not make adjustments to prices provided by the third-party pricing services as a result of illiquid or inactive markets. The Company’s third-party pricing service has also established processes for the Company to submit inquiries regarding quoted prices. Periodically, the Company will challenge the quoted prices provided by the third-party pricing service. The Company’s third-party pricing service will review the inputs to the evaluation in light of the new market data presented by the Company. The Company’s third-party pricing service may then affirm the

~~Table of Contents~~

original quoted price or may update the evaluation on a going forward basis. The Company classifies all available-for-sale securities as Level ~~2 in the fair value hierarchy.~~2.

Derivatives

Most of the Company’s derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the Company measures fair value on a recurring basis using proprietary valuation models that primarily use market observable inputs, such as yield curves, and option volatilities. The fair value of derivatives includes values associated with counterparty credit risk and the Company’s own credit standing. The Company classifies these derivatives, included in other assets and other liabilities, as Level ~~2 in the fair value hierarchy.~~2.

Concurrent with the sale of the Visa Class B restricted shares, the Company entered into an agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion ~~ratio~~rate to unrestricted Class A common shares. On July 5, 2018, Visa announced a decrease in conversion rate from 1.6483 to 1.6298 effective June 28, 2018. On September 27, 2019, Visa additionally funded its litigation escrow account, thereby further reducing each member bank’s Class B conversion rate to unrestricted Class A common shares. Accordingly, on September 30, 2019, Visa announced a decrease in conversion rate from 1.6298 to 1.6228 effective September 27, 2019. The Visa derivative of ~~$6.0~~$3.4 million and ~~$7.5~~$4.6 million was included in the unaudited interim consolidated balance sheets at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively, to provide for the fair value of this liability. The potential liability related to this funding swap agreement was determined based on management’s estimate of the timing and the amount of Visa’s litigation settlement and the resulting payments due to the counterparty under the terms of the contract. As such, the funding swap agreement is classified as Level 3 in the fair value hierarchy. The significant unobservable inputs used in the fair value measurement of the Company’s funding swap agreement are the potential future changes in the conversion ~~factor,~~rate, expected term and growth

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rate of the market price of Visa Class A common shares. Material increases ~~or (decreases)~~(or decreases) in any of those inputs may result in a significantly higher ~~or (lower)~~(or lower) fair value measurement.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 are summarized below:

Fair Value Measurements as of March 31, 2021

Quoted Prices in

Significant

Active Markets for

Other

Significant

Identical Assets

Observable

Unobservable

(dollars in thousands)

(Level 1)

Inputs (Level 2)

Inputs (Level 3)

Total

Assets

U.S. Treasury and government agency debt securities

—

175,724

—

175,724

Mortgage-backed securities:

Residential - Government agency⁽¹⁾

—

133,894

—

133,894

Residential - Government-sponsored enterprises⁽¹⁾

—

800,920

—

800,920

Commercial - Government agency

—

527,516

—

527,516

Commercial - Government-sponsored enterprises

—

1,134,175

—

1,134,175

Collateralized mortgage obligations:

Government agency

—

1,845,098

—

1,845,098

Government-sponsored enterprises

—

2,075,152

—

2,075,152

Total available-for-sale securities

—

6,692,479

—

6,692,479

Other assets⁽²⁾

12,730

80,182

—

92,912

Liabilities

Other liabilities⁽³⁾

—

(1,140)

(3,382)

(4,522)

Total

12,730

6,771,521

(3,382)

6,780,869

Fair Value Measurements as of September 30, 2017

Quoted Prices in

Significant

Active Markets for

Other

Significant

Identical Assets

Observable

Unobservable

(dollars in thousands)

(Level 1)

Inputs (Level 2)

Inputs (Level 3)

Total
Assets

U.S. Treasury securities

$
—

$
396,766

$
—

$
396,766
Government-sponsored enterprises debt securities

—

245,138

—

245,138
Government agency mortgage-backed securities (1)

—

159,787

—

159,787
Government-sponsored enterprises mortgage-backed securities (1)

—

184,139

—

184,139
Non-government asset-backed securities

—

101

—

101
Collateralized mortgage obligations:

Government agency

—

3,513,904

—

3,513,904
Government-sponsored enterprises

—

815,138

—

815,138
Total available-for-sale securities

—

5,314,973

—

5,314,973
Other assets (2)

—

19,831

—

19,831
Liabilities

Other liabilities (3)

—

(18,858)

(5,975)

(24,833)
Total

$
—

$
5,315,946

$
(5,975)

$
5,309,971

~~Table of Contents~~

Fair Value Measurements as of December 31, 2016

Quoted Prices in

Significant

Active Markets for

Other

Significant

Identical Assets

Observable

Unobservable

(dollars in thousands)

(Level 1)

Inputs (Level 2)

Inputs (Level 3)

Total
Assets

U.S. Treasury securities

$
—

$
392,473

$
—

$
392,473
Government-sponsored enterprises debt securities

—

242,667

—

242,667
Government agency mortgage-backed securities (1)

—

185,663

—

185,663
Government-sponsored enterprises mortgage-backed securities (1)

—

204,385

—

204,385
Non-government asset-backed securities

—

12,583

—

12,583
Collateralized mortgage obligations:

Government agency

—

3,351,822

—

3,351,822
Government-sponsored enterprises

—

687,921

—

687,921
Total available-for-sale securities

—

5,077,514

—

5,077,514
Other assets (2)

—

15,982

—

15,982
Liabilities

Other liabilities (3)

—

(23,742)

(7,460)

(31,202)
Total

$
—

$
5,069,754

$
(7,460)

$
5,062,294

(1)

⁽¹⁾

Backed by residential real estate.

(2)

⁽²⁾

Other assets classified as Level 1 include mutual funds and money market funds that have quoted prices in active markets and are related to the Company’s deferred compensation plans. Other assets classified as Level 2 include derivative assets.

(3)

⁽³⁾

Other liabilities include derivative liabilities.

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	Fair Value Measurements as of December 31, 2020
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical Assets		Observable		Unobservable
(dollars in thousands)	(Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Assets
U.S. Treasury and government agency debt securities	$	—	$	171,421	$	—	$	171,421
Mortgage-backed securities:
Residential - Government agency⁽¹⁾		—		160,462		—		160,462
Residential - Government-sponsored enterprises⁽¹⁾		—		447,200		—		447,200
Commercial - Government agency		—		599,650		—		599,650
Commercial - Government-sponsored enterprises		—		932,157		—		932,157
Collateralized mortgage obligations:
Government agency		—		1,933,553		—		1,933,553
Government-sponsored enterprises		—		1,826,972		—		1,826,972
Total available-for-sale securities		—		6,071,415		—		6,071,415
Other assets⁽²⁾		11,691		129,895		—		141,586
Liabilities
Other liabilities⁽³⁾		—		(1,283)		(4,554)		(5,837)
Total	$	11,691	$	6,200,027	$	(4,554)	$	6,207,164

(1)	Backed by residential real estate.

(2)	Other assets classified as Level 1 include mutual funds and money market funds that have quoted prices in active markets and are related to the Company’s deferred compensation plans. Other assets classified as Level 2 include derivative assets.

(3)	Other liabilities include derivative liabilities.

Changes in Fair Value Levels

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020, there were no0 transfers between fair value hierarchy levels.

The changes in Level 3 liabilities measured at fair value on a recurring basis for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 are summarized ~~in the table below.~~below:

Visa Derivative
(dollars in thousands)

2017

2016
Three Months Ended September 30,

Balance as of July 1,

$
(6,493)

$
(8,376)
Total net (losses) gains included in other noninterest income

(41)

6
Settlements

559

444
Balance as of September 30,

$
(5,975)

$
(7,926)
Total net (losses) gains  included in net income attributable to the change in unrealized gains or losses related to liabilities still held as of September 30,

$
(41)

$
6

Nine Months Ended September 30,

Balance as of January 1,

$
(7,460)

$
—
Total net (losses) gains included in other noninterest income

(73)

25
Purchases

—

(8,875)
Settlements

1,558

924
Balance as of September 30,

$
(5,975)

$
(7,926)
Total net (losses) gains  included in net income attributable to the change in unrealized gains or losses related to liabilities still held as of September 30,

$
(73)

$
25


	Visa Derivative
(dollars in thousands)	2021		2020
Three Months Ended March 31,
Balance as of January 1,	$	(4,554)	$	(4,233)
Total net gains included in other noninterest income		26		6
Settlements		1,146		1,028
Balance as of March 31,	$	(3,382)	$	(3,199)
Total net gains included in net income attributable to the change in unrealized gains or losses related to liabilities still held as of March 31,	$	26	$	6

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~~Valuation Techniques Used in the Fair Value Measurement of~~ Assets and Liabilities Carried at Other Than Fair Value

For the financial instruments that are not required to be carried at fair value on a recurring basis (categorized in the valuation hierarchy table below), the Company uses the following methods and assumptions to estimate the fair value:

~~Cash and cash equivalents~~

Cash and cash equivalents include cash and due from banks and interest-bearing deposits in other banks. The carrying amount is considered a reasonable estimate of fair value because there is a relatively short duration of time between the origination of the instrument and its expected realization. As such, these short-term financial assets are classified as Level 1. Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities. Accordingly, these assets are classified as Level 2.

~~Loans~~

Fair values are estimated for pools of loans with similar characteristics using discounted cash flow analyses. The Company utilizes interest rates currently being offered for groups of loans with similar terms to borrowers of similar credit quality to estimate the fair values of: (1) commercial and industrial loans; (2) certain mortgage loans, including 1-4 family residential, commercial real estate and rental property; and (3) consumer loans. As such, loans are classified as Level 3.

~~Deposits~~

The fair value of deposits with no maturity date, such as interest-bearing and noninterest-bearing checking, regular savings, and certain types of money market savings accounts, approximate their carrying amounts, the amounts payable on demand at the reporting date. Accordingly, these are classified as Level 1. Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities. Accordingly, these are classified as Level 2.

~~Short-term borrowings~~

The fair values of short-term borrowings are estimated using quoted market prices or discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. As such, short-term borrowings are classified as Level 2.

~~Off-balance sheet instruments~~

Fair values of letters of credit and commitments to extend credit are determined based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. As such, off-balance sheet financial instruments are classified as Level 3.

~~Standby letters of credit~~

The Company recognizes a liability for the fair value of the obligation undertaken in issuing a standby letter of credit at the inception of the guarantee. These liabilities are disclosed at fair value on a nonrecurring basis. Thereafter, these liabilities are carried at amortized cost. The fair value is based on the commission the Company receives when entering into the guarantee. As Company-level data is incorporated into the fair value measurement, the liability for standby letters of credit is classified as Level 3.

~~Table of Contents~~

~~Assets and Liabilities Carried at Other Than Fair Value~~

The following tables summarize for the periods indicated the estimated fair value of the Company’s financial instruments that are not required to be carried at fair value on a recurring basis, excluding leases and ~~short-term financial assets~~deposit liabilities with no defined or contractual maturity.

March 31, 2021

Fair Value Measurements

Quoted Prices in

Significant

Active Markets

Other

Unobservable

for Identical

Observable

Inputs

(dollars in thousands)

Book Value

Assets (Level 1)

Inputs (Level 2)

(Level 3)

Total

Financial assets:

Cash and cash equivalents

1,262,810

278,994

983,816

—

1,262,810

Loans held for sale

9,390

—

9,893

—

9,893

Loans⁽¹⁾

13,062,141

—

13,186,769

Financial liabilities:

Time deposits⁽²⁾

2,174,841

—

2,179,865

—

2,179,865

Long-term borrowings⁽³⁾

200,000

—

211,903

—

211,903


	December 31, 2020
			Fair Value Measurements
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
			for Identical		Observable		Inputs
(dollars in thousands)	Book Value		Assets (Level 1)		Inputs (Level 2)		(Level 3)		Total
Financial assets:
Cash and cash equivalents	$	1,040,944	$	303,373	$	737,571	$	—	$	1,040,944
Loans held for sale		11,579		—		12,018		—		12,018
Loans⁽¹⁾		13,033,686		—		—		13,255,636		13,255,636

Financial liabilities:
Time deposits⁽²⁾	$	2,348,298	$	—	$	2,357,137	$	—	$	2,357,137
Long-term borrowings⁽³⁾		200,000		—		214,167		—		214,167

(1)	Excludes financing leases of $238.1 million at March 31, 2021 and $245.4 million at December 31, 2020.

(2)	Excludes deposit liabilities with no defined or contractual maturity of $18.0 billion as of March 31, 2021 and $16.9 billion as of December 31, 2020.

(3)	Excludes capital lease obligations of $10 thousand as of both March 31, 2021 and December 31, 2020.

Unfunded loan and ~~liabilities~~lease commitments and letters of credit are not included in the tables above. As of March 31, 2021 and December 31, 2020, the Company had $6.3 billion and $6.1 billion, respectively, of unfunded loan and lease commitments and letters of credit. The Company believes that a reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related reserve for unfunded commitments, which ~~carrying amounts approximate~~totaled $45.5 million and $42.3 million at March 31, 2021 and December 31, 2020, respectively. No active trading market exists for these instruments, and the estimated fair ~~value.~~value does not include value associated with the borrower relationship. The ~~tables also summarize~~Company does not estimate the fair values of certain unfunded loan and lease commitments that can be canceled by providing notice to the ~~Company’s off-balance sheet~~borrower. As Company-level data is incorporated into the fair value measurement, unfunded loan and lease commitments ~~excluding lease commitments.~~and letters of credit are classified as Level 3.

September 30, 2017

Fair Value Measurements

Quoted Prices in

Significant

Significant

Active Markets

Other

Unobservable

for Identical

Observable

Inputs

(dollars in thousands)

Book Value

Assets (Level 1)

Inputs (Level 2)

(Level 3)

Total
Financial assets:

Cash and cash equivalents

$
1,114,365

$
321,319

$
793,045

$
—

$
1,114,364
Loans (1)

11,978,338

—

—

11,979,164

11,979,164

Financial liabilities:

Deposits

$
17,595,483

$
12,950,356

$
4,639,721

$
—

$
17,590,077

Off-balance sheet financial instruments:

Commitments to extend credit (2)

$
20,180

$
—

$
—

$
20,180

$
20,180
Standby letters of credit

2,857

—

—

2,857

2,857
Commercial letters of credit

15

—

—

15

15

⁽¹⁾

~~Excludes financing leases of $171.4 million at September 30, 2017.~~

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⁽²⁾

~~There were no lease commitments at September 30, 2017.~~

December 31, 2016

Fair Value Measurements

Quoted Prices in

Significant

Significant

Active Markets

Other

Unobservable

for Identical

Observable

Inputs

(dollars in thousands)

Book Value

Assets (Level 1)

Inputs (Level 2)

(Level 3)

Total
Financial assets:

Cash and cash equivalents

$
1,052,058

$
253,827

$
798,226

$
—

$
1,052,053
Loans (1)

11,340,338

—

—

11,306,675

11,306,675

Financial liabilities:

Deposits

$
16,794,532

$
13,055,935

$
3,730,945

$
—

$
16,786,880
Short-term borrowings

9,151

—

9,109

—

9,109

Off-balance sheet financial instruments:

Commitments to extend credit (2)

$
20,677

$
—

$
—

$
20,677

$
20,677
Standby letters of credit

876

—

—

876

876
Commercial letters of credit

17

—

—

17

17

⁽¹⁾

~~Excludes financing leases of $180.0 million at December 31, 2016.~~

⁽²⁾

~~There were no lease commitments at December 31, 2016.~~

Valuation Techniques Used in the Fair Value Measurement of Assets and Liabilities Carried at the Lower of Cost or Fair Value

The Company applies the following valuation techniques to assets measured at the lower of cost or fair value:

Mortgage servicing rights ~~(“MSRs”)~~

MSRs are carried at the lower of cost or fair value and are therefore subject to fair value measurements on a nonrecurring basis. The fair value of MSRs is determined using models which use significant unobservable inputs, such as estimates of prepayment rates, the resultant weighted average lives of the MSRs and the option-adjusted spread levels. Accordingly, the Company classifies MSRs as Level 3.

~~Table of Contents~~

Collateral-dependent loans

~~Impaired~~Collateral-dependent loans

~~A large portion~~ are those for which repayment is expected to be provided substantially through the operation or sale of the ~~Company’s impaired~~collateral.These loans ~~are collateral dependent and~~ are measured at fair value on a nonrecurring basis using collateral values as a practical expedient. The fair values of collateral ~~for impaired loans~~ are primarily based on real estate appraisal reports prepared by ~~third party~~third-party appraisers less disposition costs, present value of the expected future cash flows or the loan’s observable market price. Certain loans are measured based on the present value of expected future cash flows, discounted at the loan’s effective rate, which is not a fair value measurement.estimated selling costs. The Company measures the ~~impairment~~estimated credit losses on ~~certain~~collateral-dependent loans ~~and leases~~ by performing a lower-of-cost-or-fair-value analysis. If ~~impairment is~~the estimated credit losses are determined by the value of the collateral, ~~or an observable market price, it~~the net carrying amount is ~~written down~~adjusted to fair value on a nonrecurring basis as Level 3.3 by recognizing an ACL.

Other real estate owned

The Company values these properties at fair value at the time the Company acquires them, which establishes their new cost basis. After acquisition, the Company carries such properties at the lower of cost or fair value less estimated selling costs on a nonrecurring basis. Fair value is measured on a nonrecurring basis using collateral values as a practical expedient. The fair values of collateral for other real estate owned are primarily based on real estate appraisal reports prepared by ~~third party~~third-party appraisers less disposition costs, and are classified as Level 3.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company may be required to record certain assets at fair value on a nonrecurring basis in accordance with GAAP. These assets are subject to fair value adjustments that result from the application of lower of cost or fair value accounting or write-downs of individual assets to fair value.

The following table provides the level of valuation inputs used to determine each fair value adjustment and the fair value of the related individual assets or portfolio of assets with fair value adjustments on a nonrecurring basis as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016:~~2020:

(dollars in thousands)

Level 1

Level 2

Level 3
September 30, 2017

Impaired loans

$
—

$
—

$
107
December 31, 2016

Impaired loans

$
—

$
—

$
1,567


(dollars in thousands)	Level 1		Level 2		Level 3
March 31, 2021
Collateral-dependent loans	$	—	$	—	$	—
December 31, 2020
Collateral-dependent loans	$	—	$	—	$	1,840

Total expected credit losses recognized on ~~impaired~~collateral-dependent loans were ~~$0.2 million for both the three months ended September 30, 2017 and 2016 and $0.7 million~~NaN and $0.4 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively.

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, the significant unobservable inputs used in the fair value measurements were as follows:

Quantitative Information about Level 3 Fair Value Measurements at September 30, 2017

Significant

Range
(dollars in thousands)

Fair value

Valuation Technique

Unobservable Input

(Weighted Average)
Impaired loans

$
107

Appraisal Value

Appraisal Value

n/m (1)
Other liabilities

$
(5,975)

Discounted Cash Flow

Expected Conversion Factor

1.6483

Expected Term

4 years

Growth Rate

15%

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2016

Range
(dollars in thousands)

Fair value

Valuation Technique

Unobservable Input

(Weighted Average)
Impaired loans

$
1,567

Appraisal Value

Appraisal Value

n/m (1)
Other liabilities

$
(7,460)

Discounted Cash Flow

Expected Conversion Factor

1.6483

Expected Term

4 years

Growth Rate

15%



	Quantitative Information about Level 3 Fair Value Measurements at March 31, 2021
				Significant
(dollars in thousands)	Fair value		Valuation Technique	Unobservable Input	Range
Visa derivative	$	(3,382)	Discounted Cash Flow	Expected Conversation Rate - 1.6228⁽¹⁾⁽²⁾	1.5977-1.6228
				Expected Term - 1 year⁽³⁾	0.5 to 1.5 years
				Growth Rate - 13%⁽⁴⁾	4% - 17%

Table of Contents


	Quantitative Information about Level 3 Fair Value Measurements at December 31, 2020
				Significant
(dollars in thousands)	Fair value		Valuation Technique	Unobservable Input	Range
Collateral-dependent loans	$	1,840	Appraisal Value	Appraisal Value	n/m⁽¹⁾
Visa derivative	$	(4,554)	Discounted Cash Flow	Expected Conversation Rate - 1.6228⁽²⁾	1.5977-1.6228
				Expected Term - 1 year⁽³⁾	0.5 to 1.5 years
				Growth Rate - 13%⁽⁴⁾	4% - 17%

(1)	The fair value of these assets is determined based on appraised values of the collateral or broker ~~price~~ opinions, the range of which is not meaningful to disclose.

(2)	Due to the uncertainty in the movement of the conversion rate, the current conversion rate was utilized in the fair value calculation.

(3)	The expected term of 1 year was based on the median of 0.5 to 1.5 years.

(4)	The growth rate of 13% was based on the arithmetic average of analyst price targets.

~~Table of Contents~~

~~15.~~17. Reportable Operating Segments

The Company’s operations are organized into ~~three~~3 business segments – Retail Banking, Commercial Banking, and Treasury and Other. These segments reflect how discrete financial information is currently evaluated by the chief operating decision maker and how performance is assessed and resources allocated. The Company’s internal management process measures the performance of these business segments. This process, which is not necessarily comparable with similar information for any other financial institution, uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the provision for ~~loan and lease~~credit losses, and capital. This process is dynamic and requires certain allocations based on judgment and other subjective factors. Unlike financial accounting, there is no comprehensive authoritative guidance for management accounting that is equivalent to GAAP.

The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Company’s overall asset and liability management activities on a proportionate basis. The basis for the allocation of net interest income is a function of the Company’s assumptions that are subject to change based on changes in current interest rates and market conditions. Funds transfer pricing also serves to transfer interest rate risk to Treasury.

The Company allocates the provision for ~~loan~~credit losses from the Treasury and ~~lease losses~~Other business segment (which is comprised of many of the Company’s support units) to ~~each segment~~the Retail and Commercial business segments. These allocations are based on ~~management’s estimate of~~direct costs incurred by the ~~inherent loss content in each of the specific loan~~Retail and ~~lease portfolios.~~Commercial business segments.

Noninterest income and expense includes allocations from support units to the business segments. These allocations are based on actual usage where practicably calculated or by management’s estimate of such usage. Income tax expense is allocated to each business segment based on the consolidated effective income tax rate for the period shown.

Business Segments

Retail Banking

Retail Banking offers a broad range of financial products and services to consumers and small businesses. Loan and lease products offered include residential and commercial mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans and small business loans and leases. Deposit products offered include checking, savings, and time deposit accounts. Retail Banking also offers wealth management services. Products and services from Retail Banking are delivered to customers through 6254 banking locations throughout the State of Hawaii, Guam, and Saipan.

Commercial Banking

Commercial Banking offers products that include corporate banking, ~~residential and~~ commercial real estate loans, commercial lease financing, automobile loans and auto dealer financing, business deposit products and credit cards. Commercial lending and deposit products are offered primarily to middle-market and large companies locally, nationally, and internationally.

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Treasury and Other

Treasury consists of corporate asset and liability management activities including interest rate risk management. The segment’s assets and liabilities (and related interest income and expense) consist of interest-bearing deposits, investment securities, federal funds sold and purchased, government deposits, ~~short~~short- and long-term borrowings and bank-owned properties. The primary sources of noninterest income are from bank-owned life insurance, net gains from the sale of investment securities, foreign exchange income related to customer-driven currency requests from merchants and island visitors and management of bank-owned properties. The net residual effect of the transfer pricing of assets and liabilities is included in Treasury, along with the elimination of intercompany transactions.

Other organizational units (Technology, Operations, Credit and Risk Management, Human Resources, Finance, Administration, Marketing, and Corporate and Regulatory Administration) provide a wide-range of support to the Company’s other income earning segments. Expenses incurred by these support units are charged to the business segments through an internal cost allocation process.

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The following tables present selected business segment financial information for the periods ~~indicated:~~indicated.


					Treasury
	Retail		Commercial		and

													Treasury
									Retail		Commercial		and
(dollars in thousands)	Banking		Banking		Other (1)		Total		Banking		Banking		Other		Total
Three Months Ended September 30, 2017
Three Months Ended March 31, 2021
Net interest income (expense)	$	108,885	$	28,448	$	(4,014)	$	133,319	$	100,888	$	31,832	$	(3,562)	$	129,158
Provision for loan and lease losses		(1,663)		(2,837)		—		(4,500)
Net interest income (expense) after provision for loan and lease losses		107,222		25,611		(4,014)		128,819

Benefit (Provision) for credit losses										1,470		2,030		(3,500)		—
Net interest income (loss) after provision for credit losses										102,358		33,862		(7,062)		129,158

Noninterest income		22,587		16,786		9,162		48,535		23,575		16,041		4,252		43,868
Noninterest expense		(53,607)		(15,906)		(14,142)		(83,655)		(63,794)		(21,573)		(10,939)		(96,306)
Income (loss) before (provision) benefit for income taxes		76,202		26,491		(8,994)		93,699		62,139		28,330		(13,749)	��	76,720


(Provision) benefit for income taxes		(28,756)		(9,993)		3,413		(35,336)		(15,502)		(6,968)		3,443		(19,027)
Net income (loss)	$	47,446	$	16,498	$	(5,581)	$	58,363	$	46,637	$	21,362	$	(10,306)	$	57,693
Total assets as of September 30, 2017	$	6,868,484	$	5,421,428	$	8,275,715	$	20,565,627


					Treasury
	Retail		Commercial		and
(dollars in thousands)	Banking		Banking		Other		Total
Three Months Ended March 31, 2020
Net interest income	$	89,883	$	34,414	$	14,386	$	138,683
Provision for credit losses		(20,065)		(20,784)		(351)		(41,200)
Net interest income after provision for credit losses		69,818		13,630		14,035		97,483

Noninterest income		26,376		17,796		5,056		49,228
Noninterest expense		(61,644)		(21,505)		(13,317)		(96,466)
Income before provision for income taxes		34,550		9,921		5,774		50,245

Provision for income taxes		(7,523)		(2,645)		(1,212)		(11,380)
Net income	$	27,027	$	7,276	$	4,562	$	38,865

⁽¹⁾

~~Includes a $2.7 million gain on the sale of bank properties.~~

Treasury

Retail

Commercial

and

(dollars in thousands)

Banking

Banking

Other (1)

Total
Nine Months Ended September 30, 2017

Net interest income (expense)

$
321,498

$
83,707

$
(11,287)

$
393,918
Provision for loan and lease losses

(4,952)

(8,448)

—

(13,400)
Net interest income (expense) after provision for loan and lease losses

316,546

75,259

(11,287)

380,518

Noninterest income

68,587

53,277

24,948

146,812
Noninterest expense

(165,015)

(46,713)

(41,507)

(253,235)
Income (loss) before (provision) benefit for income taxes

220,118

81,823

(27,846)

274,095

(Provision) benefit for income taxes

(81,974)

(30,436)

10,313

(102,097)
Net income (loss)

$
138,144

$
51,387

$
(17,533)

$
171,998
Total assets as of September 30, 2017

$
6,868,484

$
5,421,428

$
8,275,715

$
20,565,627

⁽¹⁾

~~Includes a $2.7 million gain on the sale of bank properties.~~

Treasury

Retail

Commercial

and

(dollars in thousands)

Banking

Banking

Other

Total
Three Months Ended September 30, 2016

Net interest income (expense)

$
104,048

$
28,655

$
(10,020)

$
122,683
Provision for loan and lease losses

(770)

(1,330)

—

(2,100)
Net interest income (expense) after provision for loan and lease losses

103,278

27,325

(10,020)

120,583

Noninterest income

22,398

15,479

10,813

48,690
Noninterest expense

(51,093)

(14,792)

(16,919)

(82,804)
Income (loss) before (provision) benefit for income taxes

74,583

28,012

(16,126)

86,469

(Provision) benefit for income taxes

(27,672)

(10,399)

4,837

(33,234)
Net income (loss)

$
46,911

$
17,613

$
(11,289)

$
53,235
Total assets as of September 30, 2016

$
6,850,483

$
4,655,114

$
8,387,096

$
19,892,693

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Treasury

Retail

Commercial

and

(dollars in thousands)

Banking

Banking

Other

Total
Nine Months Ended September 30, 2016

Net interest income (expense)

$
310,244

$
84,460

$
(34,282)

$
360,422
Provision for loan and lease losses

(1,722)

(2,978)

—

(4,700)
Net interest income (expense) after provision for loan and lease losses

308,522

81,482

(34,282)

355,722

Noninterest income

68,553

48,498

51,529

168,580
Noninterest expense

(160,495)

(39,676)

(46,170)

(246,341)
Income (loss) before (provision) benefit for income taxes

216,580

90,304

(28,923)

277,961

��

(Provision) benefit for income taxes

(80,727)

(33,640)

10,032

(104,335)
Net income (loss)

$
135,853

$
56,664

$
(18,891)

$
173,626
Total assets as of September 30, 2016

$
6,850,483

$
4,655,114

$
8,387,096

$
19,892,693

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, contains, and from time to time our management may make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the impact of the ongoing COVID-19 pandemic and any other pandemic, epidemic or health-related crisis; the geographic concentration of our business; current and future economic and market conditions in the ~~U.S.~~United States generally or in Hawaii, Guam and Saipan in particular; our dependence on the real estate markets in which we operate; concentrated exposures to certain asset classes and individual obligors; the effect of the current low interest rate environment or changes in interest rates on our business including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan ~~originations;~~originations, mortgage servicing rights and mortgage loans held for sale; changes in the method pursuant to which LIBOR and other benchmark rates are determined or the discontinuance of LIBOR; the possibility of a deterioration in credit quality in our portfolio; the possibility we might underestimate the credit losses inherent in our loan and lease portfolio; our ability to maintain our Bank’s reputation; the future value of the investment securities that we own; our ability to attract and retain customer deposits; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; the effects of severe weather, geopolitical instability, including war, terrorist attacks, pandemics or other severe health emergencies and man-made and natural disasters; our ability to maintain ~~our bank’s reputation;~~consistent growth, earnings and profitability; our ability to attract and retain skilled employees or changes in our management personnel; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; the effectiveness of our risk management and internal disclosure controls and procedures; our ability to keep pace with technological changes; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; the occurrence of fraudulent activity or effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the failure to properly use and protect our customer and employee information and data; the possibility of employee misconduct or mistakes; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; the effectiveness of our risk management and internal disclosure controls and procedures; any failure or interruption of our information and communications systems; our ability to identify and address cybersecurity risks; our ability to keep pace with technological changes; our ability to attract and retain customer deposits; the effects of problems encountered by other financial institutions; our access to sources of liquidity and capital to address our liquidity needs; our use of the secondary mortgage market as a source of liquidity; risks associated with the sale of loans and with our use of appraisals in valuing and monitoring loans; the possibility that actual results may differ from estimates and forecasts; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the potential for environmental liability; the risk of being subject to litigation and the outcome thereof; the impact of, and changes in, applicable laws, regulations and accounting standards and ~~policies;~~policies, including the enactment of the Tax Act (Public Law 115-97) on December 22, 2017; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; our likelihood of success in, and the impact of, litigation or regulatory actions; ~~market perceptions associated with~~ our ~~separation from BNP Paribas (“BNPP”) and other aspects of~~ability to continue to pay dividends on our ~~business;~~common stock; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions, as discussed below; the effect of BNPP’s beneficial ownership of our outstanding common stock and the control it retains over our business; our ability to retain service providers to perform oversight or control functions or services that have otherwise been performed in the past by affiliates of BNPP; the one-time and incremental costs of operating as a stand-alone public company; our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002;Transactions; and damage to our reputation from any of the factors described above.

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The foregoing factors should not be considered an exhaustive list and should be read together with the risk factors and other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.

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Company Overview

~~First Hawaiian, Inc. (“FHI” or the “Parent”)~~FHI is a bank holding company, ~~incorporated in~~which owns 100% of the ~~state~~outstanding common stock of ~~Delaware and headquartered in Honolulu, Hawaii. The Parent’s wholly-owned bank subsidiary, First Hawaiian Bank (“FHB” or the “Bank”),~~FHB, its only direct, wholly owned subsidiary. FHB was founded in 1858 under the name Bishop & Company and was the first successful banking partnership in the Kingdom of Hawaii and the second oldest bank formed west of the Mississippi River. ~~Today, FHB is the largest full-service bank headquartered in Hawaii.~~ The Bank operates its business through three operating segments: Retail Banking, Commercial Banking and Treasury and Other.

References to “we,” “our,” “us,” or the “Company” refer to the Parent and its subsidiary that are consolidated for financial reporting purposes.

~~Reorganization Transactions~~

~~Public Offerings and Separation from BNPP~~

We entered into a transitional services agreement with BNPP, BWHI, BOW and FHB (the “Transitional Services Agreement”) pursuant to which BNPP, BWHI and BOW will continue to provide us with certain services they currently provide either directly or on a pass-through basis, and we have agreed to continue to provide, or arrange to provide, BNPP, BWHI and BOW with certain services that we currently provide to them, either directly or on a pass-through basis. The Transitional Services Agreement will terminate on December 31, 2018, although the provision of certain services will terminate on earlier dates. In connection with our transition to a stand-alone public company and our separation from BNPP, we expect to incur incremental ongoing and one-time expenses of between $12.7 million and $17.2 million in the aggregate per year for the years ending December 31, 2017 and 2018. We expect our incremental ongoing costs to include those incurred under the Transitional Services Agreement, as well as increases in audit fees, insurance premiums, employee salaries and benefits (including stock-based compensation expenses for employees and non-employee directors) and consulting fees. Our estimates also include cost increases that we expect to result from the higher pricing of services by third-party vendors whose future contracts with us do not reflect BOW volumes or the benefits of BNPP bargaining power. Our one-time expenses incurred in connection with our IPO included professional fees, consulting fees and certain filing

~~Table of Contents~~

and listing fees. In addition, once we are no longer subject to the Comprehensive Capital Analysis and Review (“CCAR”) process, we expect our stress testing-related compliance costs to increase incrementally as we will continue to require certain services for our Dodd-Frank Act Stress Testing (“DFAST”) process and the expenses associated with those services will no longer be reimbursed by BNPP. The actual amount of the incremental expenses we will incur as a stand-alone public company and as part of our separation from BNPP may be higher, perhaps significantly, from our current estimates for a number of reasons, including, among others, the final terms we are able to negotiate with service providers prior to the termination of the Transitional Services Agreement, as well as additional costs we may incur that we have not currently anticipated.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company ~~reflected~~reflect the results of operations, financial position and cash flows of FHI and its ~~wholly-owned~~wholly owned subsidiary, FHB. ~~Intercompany account balances~~All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with ~~U.S. generally accepted accounting principles (“GAAP”)~~GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and accompanying notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect normal recurring adjustments necessary for a fair presentation of the results for the interim periods.

The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 and filed with the U.S. Securities and Exchange Commission (the “SEC”).

Recent Developments regarding COVID-19 and the Hawaii and Global Economy

Overview

The COVID-19 pandemic has brought unprecedented challenges to businesses and economies around the world, particularly those in the United States. Our business has been, and continues to be, impacted by the recent and ongoing outbreak of COVID-19. There remains a high degree of uncertainty relating to the ongoing spread and severity of the virus and new variants, as well as the availability, distribution and use of effective treatments and vaccines. To the extent that the economy continues to be negatively impacted by the pandemic, our results will be affected. In light of the uncertainties and continuing developments discussed herein, the ultimate adverse impact of COVID-19 cannot be reliably estimated at this time, but it has been and is expected to continue to be material.

Hawaii Economy

Hawaii’s economy ~~continued its strong performance for~~continues to be significantly impacted by COVID-19 and the ~~nine months ended September 30, 2017, led in large part by a strong~~responses to it. For an economy that is heavily dependent on tourism, ~~industry. Visitor arrivals for~~ the ~~first eight months in 2017 increased by 4.7% compared~~combination of various response measures to the ~~same period~~COVID-19 pandemic – including the stay-at-home orders for local residents and the mandatory self-quarantine for visitors resulted in ~~2016, and total visitor spending for the first eight months~~an unprecedented increase in ~~2017 increased by 8.5% compared to the same period in 2016, according to the~~ Hawaii ~~Tourism Authority. Visitor arrivals and spending increased, in particular, from U.S. mainland, Japanese and Canadian visitors.~~unemployment. The statewide ~~seasonally-adjusted~~seasonally adjusted unemployment rate was ~~2.5%~~9.0% in ~~September 2017~~March 2021 compared to ~~3.0% for the same period~~2.6% in ~~2016,~~March 2020, according to the State of Hawaii Department of Labor and Industrial ~~Relations. The~~Relations, while the national ~~seasonally-adjusted~~seasonally adjusted unemployment rate was ~~4.2%~~6.0% in ~~September 2017~~March 2021 compared to ~~4.9%~~4.4% in March 2020. Visitor arrivals and average daily visitor spending for the first three months of 2021 decreased by 60.1% and 18.2%, respectively, compared to the same period in ~~2016. With regards~~2020, according to ~~housing,~~the Hawaii Tourism Authority. While we may continue to see a gradual improvement in unemployment as local businesses and the Hawaii tourism industry continues to reopen in 2021 and the COVID-19 vaccine becomes more widely administered, the timing and extent of the return of air travel and the recovery of the Hawaii tourism industry is highly uncertain and beyond our control.

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The volume of home sales on Oahu has increased year-over-year. For the three months ended March 31, 2021, the volume of single-family home sales ~~on Oahu~~ increased by ~~5.0% for the nine months ended September 30, 2017~~11.9%, while condominium sales increased by 32.5% compared to the same period in ~~2016, while the volume of condominium sales on Oahu increased by 5.8% for the nine months ended September 30, 2017 compared to the same period in 2016,~~2020, according to the Honolulu Board of Realtors. The median price of single-family home sales and condominium sales on Oahu was ~~$757,000 for the nine months ended September 30, 2017,~~$915,000 and $455,000, respectively, or an increase of ~~3.4%~~17.3% and 5.8%, respectively, for the three months ended March 31, 2021 as compared to the same period in ~~2016. The median price of condominium sales on Oahu was $407,000 for the nine months ended September 30, 2017, an increase of 5.4% compared to the same period in 2016.~~2020. As of ~~September 30, 2017,~~March 31, 2021, months of inventory of ~~single family~~single-family homes and condominiums on Oahu remained low at approximately ~~2.4~~1.3 and ~~2.6~~2.9 months, respectively. Lastly, state general excise and use tax revenues decreased by 18.3% for the first three months of 2021 as compared to the same period in 2020, according to the Hawaii Department of Business, Economic Development & Tourism.

Legislative and Regulatory Developments

Actions taken by the federal government and the Federal Reserve and other bank regulatory agencies to partially mitigate the economic effects of COVID-19 and related containment measures will also have an impact on our financial position and results of operations. These actions are further discussed below.

The Federal Reserve has instituted a number of other measures, to mitigate the lasting impact from the COVID-19 pandemic, including the following:

●

establishing a temporary repurchase agreement facility for foreign and international monetary authorities;

●

committing to quantitative easing through large-scale asset-purchase programs;

●

lowering the rate charged on its discount window and extending the length of the loans offered;

●

increasing the frequency of engagement with currency swap lines with foreign central banks;

●

expanding the collateral accepted by its Term Asset-Backed Securities Loan Facility; and

●

introducing a number of additional facilities designed to enhance support for small and mid-sized businesses.

The U.S. government has also enacted certain fiscal stimulus measures in several phases to counteract the economic disruption caused by COVID-19, such as:

●

The CARES Act, enacted on March 27, 2020, established, among other COVID relief programs, a $670 billion loan program (the “Paycheck Protection Program” or the “PPP”) for fully guaranteed loans (which may then be forgiven) to small businesses.

●

The Consolidated Appropriations Act – 2021 (the “CAA”) extended the term of a number of initiatives under the CARES Act. One such example was the extension of the Small Business Administration’s (“SBA”) authority to make commitments under the PPP to March 31, 2021 or until the additional PPP funds were exhausted. The PPP Extension Act of 2021 later extended the covered period of the PPP to June 30, 2021.

●

The American Rescue Plan Act of 2021 (“American Rescue Plan”), enacted on March 11, 2021, builds upon the measures established in the CARES Act and the CAA. Through this legislation, unemployment benefits were extended to September 6, 2021, eligible individuals received direct stimulus payments of up to $1,400, an additional $7 billion was added to the PPP, while expanding eligibility to include non-profit organizations previously excluded from the program, and funds were allocated for COVID-19 vaccines, testing and contact tracing.

We are continuing to monitor the potential development of additional legislation and further actions taken by the U.S. government.

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The State of Hawaii received at least $1.25 billion in federal aid from the CARES Act. We expect that the majority of this federal aid will be used to help fund state and county government response efforts to COVID-19. Additional federal funding is expected to provide for unemployment assistance, direct cash payments to Hawaii residents and funding to support local schools and colleges. The CAA provided an additional $1.7 billion in new federal funding, while extending the ability of the State of Hawaii and its local governments to use its previously received federal aid until December 31, 2021. The American Rescue Plan also provides an additional $2.2 billion of federal funding to the State of Hawaii.

Impact to our Operations

We saw a significant decrease in customer traffic in our branches in the past year. As a result, we strategically closed 26 of our branch locations on a temporary basis and closed four of them permanently in November 2020. As of March 2021, we reopened 19 of the temporarily closed branch locations in connection with the reopening of local businesses. The temporary (or in certain cases, permanent) closures of bank branches and the safety precautions implemented at reopened branches could result in consumers becoming more comfortable with technology and seeing less need for face-to-face interaction. Our business is relationship driven and such changes could necessitate changes to our business practices to accommodate changing consumer behaviors. We continue to provide service to all customers and operate our businesses on all islands of Hawaii, Guam and Saipan. Additionally, as part of our contingency plans, we have established a redundant operations center for our administrative operations. Many of our employees are working remotely and for those employees who are deemed essential and unable to work from home, we continue to emphasize the importance of practicing social distancing and good hygiene practices in the workplace.

Impact on our Financial Position and Results of Operations

Due to the widespread impact that COVID-19 is having on Hawaii’s economy, we expect that adverse economic conditions will continue. While its effects continue to materialize, the COVID-19 pandemic has resulted in a significant decrease in commercial activity throughout the State of Hawaii and nationally. This decrease in commercial activity has caused and may continue to cause our customers (including affected businesses and individuals), vendors and counterparties to be unable to meet existing payment or other obligations to us. As Hawaii’s economy continues to reopen, we expect that local consumption of goods and services will improve. Additionally, the timing and extent of the return of air travel and the recovery of the Hawaii tourism industry is highly uncertain and is dependent upon, among other things, the number of cases declining around the globe, in the United States and, in particular, in Hawaii, visitor receptiveness to Hawaii’s new pre-travel COVID-19 testing requirements, an extended period in which there is no subsequent “wave” of infections and the availability of a vaccine, treatment or testing, and tracking and tracing capabilities.

During this time of uncertainty, we remain committed to servicing our customers. The economic pressures and uncertainties arising from the COVID-19 pandemic have resulted in and may continue to result in specific changes in consumer and business spending and borrowing and saving habits, affecting the demand for loans and other products and services we offer. For example, certain industries may take longer to recover (particularly those that rely on travel or in-person foot traffic) as consumers may be hesitant to travel or return to full social interaction. We lend to customers operating in such industries including tourism, hotels/lodging, restaurants, entertainment and commercial real estate, among others. We will continue to closely monitor the impact that COVID-19 and the recession in Hawaii has on our customers and will adjust the means by which we assist our customers during this period of financial hardship. We are working with our customers impacted by COVID-19 by offering payment deferrals and forbearance on certain loan products.

The shut-down of Hawaii’s tourism industry, stay-at-home measures, the recession in Hawaii and record low interest rates will continue to have a negative impact on our financial position and results of operations. A continued decrease in interest rates, or sustained period of interest rates, would be expected to reduce our net interest margin, as, currently, our interest rate profile is such that we project net interest income will benefit from higher interest rates as our assets would reprice faster and to a greater degree than our liabilities, while in the case of lower interest rates, our assets would reprice downward and to a greater degree than our liabilities. Our net interest margin also may be reduced as a result of our participation in the PPP, with loans made thereunder that are not forgiven carrying an interest rate of 1%.

Our credit risk profile has also been, and we expect that it will continue to be, adversely impacted during this period of financial hardship for our customers. We also expect that we will see temporary decreases in non-interest income, partially driven by certain measures we have taken to assist customers during the COVID-19 pandemic.

In light of volatility in the capital markets and economic disruptions, we continue to carefully monitor our capital and liquidity positions. As of March 31, 2021, the Company was “well-capitalized” and met all applicable regulatory capital requirements, including a Common Equity Tier 1 capital ratio of 12.82%, compared to the minimum requirement of 4.50%. We continue to anticipate that we will have sufficient capital levels to meet all of these requirements. Additionally, we continue to access our routine short-term funding sources, such as borrowings and repurchase agreements, and to assess longer-term funding sources. For additional discussions regarding our capital and liquidity positions and related risks, refer to the sections titled “Liquidity” and “Capital” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

Selected Financial ~~Highlights~~Data

Our financial highlights for the periods indicated are presented in Table 1:



Financial Highlights										Table 1							Table 1
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
													For the Three Months Ended
													March 31,
(dollars in thousands, except per share data)	2017			2016			2017			2016			2021			2020
Income Statement Data:
Interest income	$	145,270		$	129,334		$	422,210		$	380,207		$	134,576		$	158,532
Interest expense		11,951			6,651			28,292			19,785			5,418			19,849
Net interest income		133,319			122,683			393,918			360,422			129,158			138,683
Provision for loan and lease losses		4,500			2,100			13,400			4,700
Net interest income after provision for loan and lease losses		128,819			120,583			380,518			355,722
Provision for credit losses														—			41,200
Net interest income after provision for credit losses														129,158			97,483
Noninterest income		48,535			48,690			146,812			168,580			43,868			49,228
Noninterest expense		83,655			82,804			253,235			246,341			96,306			96,466
Income before provision for income taxes		93,699			86,469			274,095			277,961			76,720			50,245
Provision for income taxes		35,336			33,234			102,097			104,335			19,027			11,380
Net income	$	58,363		$	53,235		$	171,998		$	173,626		$	57,693		$	38,865
Basic earnings per share	$	0.42		$	0.38		$	1.23		$	1.24		$	0.44		$	0.30
Diluted earnings per share	$	0.42		$	0.38		$	1.23		$	1.24		$	0.44		$	0.30
Basic weighted-average outstanding shares		139,556,532			139,500,542			139,549,665			139,473,360			129,933,104			129,895,706
Diluted weighted-average outstanding shares		139,696,330			139,503,558			139,670,487			139,474,373			130,589,878			130,351,585
Dividends declared per share													$	0.26		$	0.26
Dividend payout ratio		52.38	%		52.39	%		53.66	%		33.34	%		59.09	%		86.67	%
Supplemental Income Statement Data (non-GAAP) (1):
Core net interest income	$	133,319		$	122,683		$	393,918		$	360,422		$	129,158		$	138,683
Core noninterest income		45,868			48,690			144,145			142,852			43,868			49,143
Core noninterest expense		83,112			79,714			251,851			240,704			96,306			96,466
Core net income		57,040			55,177			171,203			161,110			57,693			38,803
Core basic earnings per share		0.41			0.40			1.23			1.16			0.44			0.30
Core diluted earnings per share		0.41			0.40			1.23			1.16			0.44			0.30
Other Financial Information / Performance Ratios:(2)
Other Financial Information / Performance Ratios⁽²⁾:
Net interest margin		2.96	%		2.87	%		2.99	%		2.84	%		2.55	%		3.12	%
Core net interest margin (non-GAAP) (1),(3)		2.96	%		2.87	%		2.99	%		2.84	%		2.55	%		3.12	%
Efficiency ratio		46.00	%		48.31	%		46.83	%		46.56	%		55.53	%		51.33	%
Core efficiency ratio (non-GAAP) (1),(4)		46.38	%		46.51	%		46.80	%		47.82	%		55.53	%		51.35	%
Return on average total assets		1.15	%		1.10	%		1.16	%		1.21	%		1.02	%		0.77	%
Core return on average total assets (non-GAAP) (1),(5)		1.13	%		1.14	%		1.15	%		1.12	%		1.02	%		0.77	%
Return on average tangible assets (non-GAAP) (10)		1.21	%		1.16	%		1.22	%		1.28	%
Return on average tangible assets (non-GAAP)⁽¹¹⁾														1.07	%		0.81	%
Core return on average tangible assets (non-GAAP) (1),(6)		1.18	%		1.20	%		1.21	%		1.18	%		1.07	%		0.81	%
Return on average total stockholders' equity		9.03	%		8.45	%		9.10	%		8.96	%		8.58	%		5.87	%
Core return on average total stockholders' equity (non-GAAP) (1),(7)		8.82	%		8.76	%		9.06	%		8.31	%		8.58	%		5.87	%
Return on average tangible stockholders' equity (non-GAAP) (10)		14.76	%		14.02	%		15.01	%		14.56	%
Return on average tangible stockholders' equity (non-GAAP)⁽¹¹⁾														13.51	%		9.39	%
Core return on average tangible stockholders' equity (non-GAAP) (1),(8)		14.42	%		14.53	%		14.94	%		13.51	%		13.51	%		9.37	%
Noninterest expense to average assets		1.65	%		1.71	%		1.70	%		1.72	%		1.70	%		1.91	%
Core noninterest expense to average assets (non-GAAP) (1),(9)		1.64	%		1.64	%		1.70	%		1.68	%		1.70	%		1.91	%
																		(continued)

September 30,

December 31,

Capital Ratios:

2017

2016

Common Equity Tier 1 Capital Ratio


12.71
%

12.75
%
Tier 1 Capital Ratio

12.71
%

12.75
%
Total Capital Ratio

13.77
%

13.85
%
Tier 1 Leverage Ratio

8.66
%

8.36
%
Total stockholders' equity to total assets

12.55
%

12.60
%
Tangible stockholders' equity to tangible assets (non-GAAP)(10)

8.11
%

7.93
%

(1)

⁽¹⁾

We present net interest income, noninterest income, noninterest expense, net income, basic earnings per share, diluted earnings per share and the related ratios described below, on an adjusted, or ~~‘‘core,’’~~“core” basis, each a non-GAAP financial measure. These core measures exclude from the corresponding GAAP measure the impact of certain items that we do not believe are representative of our financial results. We believe that the presentation of these non-GAAP measures helps identify underlying trends in our business from period to period that could otherwise be distorted by the effect of certain expenses, gains and other items included in our operating results. We believe that these core measures provide useful information about our operating results and enhance the overall understanding of our past performance and future performance. Investors should consider our performance and financial condition as reported under GAAP and all other relevant information when assessing our performance or financial condition. Non-GAAP measures have limitations as analytical tools and investors should not consider them in isolation or as a substitute for analysis of our financial results or financial condition as reported under GAAP.

^(a)

~~One-time items include nonrecurring offering and public company transition related costs.~~

^(b)

Represents the adjustments to net income, tax effected at the Company’s effective tax rate for the respective period.

(2)

⁽²⁾

Except for the efficiency ratio and the core efficiency ratio, amounts are annualized for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~

2020.

(3)

⁽³⁾

Core net interest margin is a non-GAAP financial measure. We compute our core net interest margin as the ratio of core net interest income to average earning assets. For a reconciliation to the most directly comparable GAAP financial measure for core net interest income, see Table 2, GAAP to Non-GAAP Reconciliation.

(4)

⁽⁴⁾

Core efficiency ratio is a non-GAAP financial measure. We compute our core efficiency ratio as the ratio of core noninterest expense to the sum of core net interest income and core noninterest income. For a reconciliation to the most directly comparable GAAP financial measure for core noninterest expense, core net interest income and core noninterest income, see Table 2, GAAP to Non-GAAP Reconciliation.

(5)

⁽⁵⁾

Core return on average total assets is a non-GAAP financial measure. We compute our core return on average total assets as the ratio of core net income to average total assets. For a reconciliation to the most directly comparable GAAP financial measure for core net income, see Table 2, GAAP to Non-GAAP Reconciliation.

(6)

⁽⁶⁾

Core return on average tangible assets is a non-GAAP financial measure. We compute our core return on average tangible assets as the ratio of core net income to average tangible assets, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total assets. For a reconciliation to the most directly comparable GAAP financial measure for core net income, see Table 2, GAAP to Non-GAAP Reconciliation.

(7)

⁽⁷⁾

Core return on average total stockholders’ equity is a non-GAAP financial measure. We compute our core return on average total stockholders’ equity as the ratio of core net income to average total stockholders’ equity. For a reconciliation to the most directly comparable GAAP financial measure for core net income, see Table 2, GAAP to Non-GAAP Reconciliation.

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(8)

⁽⁸⁾

Core return on average tangible stockholders’ equity is a non-GAAP financial measure. We compute our core return on average tangible stockholders’ equity as the ratio of core net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from

our average total stockholders’ equity. For a reconciliation to the most directly comparable GAAP financial measure for core net income, see Table 2, GAAP to Non-GAAP Reconciliation.

(9)

⁽⁹⁾

Core noninterest expense to average assets is a non-GAAP financial measure. We compute our core noninterest expense to average assets as the ratio of core noninterest expense to average total assets. For a reconciliation to the most directly comparable GAAP financial measure for core noninterest expense, see Table 2, GAAP to Non-GAAP Reconciliation.

(10)	⁽¹⁰⁾Net charge-offs / average total loans and leases is annualized for the three months ended March 31, 2021.

(11)

Return on average tangible assets, return on average tangible stockholders’ equity, tangible book value per share and tangible stockholders’ equity to tangible assets ~~and tangible book value per share~~ are non-GAAP financial measures. We compute our return on average tangible assets as the ratio of net income to average tangible ~~assets, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total~~ assets. We compute our return on average tangible stockholders’ equity as the ratio of net income to average tangible stockholders’ equity. We compute our tangible book value per share as the ratio of tangible stockholders’ equity ~~which is calculated by subtracting (and thereby effectively excluding) amounts related~~ to ~~the effect of goodwill from our average total stockholders’ equity.~~outstanding shares. We compute our tangible stockholders’ equity to tangible assets as the ratio of tangible stockholders’ equity to tangible assets, each of which we calculate by subtracting (and thereby effectively excluding) amounts related to our goodwill. We compute our tangible book value per share as the ratio of tangible stockholders’ equity to outstanding shares.assets. We believe that these financial measures are useful for investors, regulators, management and others to evaluate financial performance and capital adequacy relative to other financial institutions. Although these non-GAAP financial measures are frequently used by ~~stakeholders~~shareholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. ~~The following table provides a reconciliation of these non-GAAP financial measures with their most closely related GAAP measures for the periods indicated:~~

GAAP to Non-GAAP Reconciliation

Table 3

For the three months ended

For the nine months ended

September 30,

September 30,

(dollars in thousands, except per share data)

2017

2016

2017

2016

Income Statement Data:

Net income

$
58,363

$
53,235

$
171,998

$
173,626

Average total stockholders' equity

$
2,564,563

$
2,506,099

$
2,527,435

$
2,588,602

Less: average goodwill

995,492

995,492

995,492

995,492

Average tangible stockholders' equity

$
1,569,071

$
1,510,607

$
1,531,943

$
1,593,110

Average total assets

$
20,109,090

$
19,314,668

$
19,858,184

$
19,185,484

Less: average goodwill

995,492

995,492

995,492

995,492

Average tangible assets

$
19,113,598

$
18,319,176

$
18,862,692

$
18,189,992

Return on average total stockholders' equity(a)

9.03
%

8.45
%

9.10
%

8.96
%
Return on average tangible stockholders' equity (non-GAAP)(a)

14.76
%

14.02
%

15.01
%

14.56
%

Return on average total assets(a)

1.15
%

1.10
%

1.16
%

1.21
%
Return on average tangible assets (non-GAAP)(a)

1.21
%

1.16
%

1.22
%

1.28
%

The following table provides a reconciliation of these non-GAAP financial measures with their most closely related GAAP measures for the periods indicated:


GAAP to Non-GAAP Reconciliation					Table 3
	For the Three Months Ended
	March 31,
(dollars in thousands, except per share data)	2021			2020
Income Statement Data:
Noninterest expense	$	96,306		$	96,466
Core noninterest expense	$	96,306		$	96,466

Net income	$	57,693		$	38,865
Core net income	$	57,693		$	38,803

Average total stockholders' equity	$	2,727,701		$	2,660,811
Less: average goodwill		995,492			995,492
Average tangible stockholders' equity	$	1,732,209		$	1,665,319

Average total assets	$	22,944,699		$	20,313,304
Less: average goodwill		995,492			995,492
Average tangible assets	$	21,949,207		$	19,317,812

Return on average total stockholders' equity^(a)		8.58	%		5.87	%
Core return on average total stockholders' equity (non-GAAP)^(a)		8.58	%		5.87	%
Return on average tangible stockholders' equity (non-GAAP)^(a)		13.51	%		9.39	%
Core return on average tangible stockholders' equity (non-GAAP)^(a)		13.51	%		9.37	%

Return on average total assets^(a)		1.02	%		0.77	%
Core return on average total assets (non-GAAP)^(a)		1.02	%		0.77	%
Return on average tangible assets (non-GAAP)^(a)		1.07	%		0.81	%
Core return on average tangible assets (non-GAAP)^(a)		1.07	%		0.81	%

Noninterest expense to average assets^(a)		1.70	%		1.91	%
Core noninterest expense to average assets (non-GAAP)^(a)		1.70	%		1.91	%

(continued)

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	As of			As of
(continued)	March 31,			December 31,
(dollars in thousands, except share amount and per share data)	2021			2020
Balance Sheet Data:
Total stockholders' equity	$	2,683,630		$	2,744,104
Less: goodwill		995,492			995,492
Tangible stockholders' equity	$	1,688,138		$	1,748,612

Total assets	$	23,497,596		$	22,662,831
Less: goodwill		995,492			995,492
Tangible assets	$	22,502,104		$	21,667,339

Shares outstanding		129,749,890			129,912,272

Total stockholders' equity to total assets		11.42	%		12.11	%
Tangible stockholders' equity to tangible assets (non-GAAP)		7.50	%		8.07	%

Book value per share	$	20.68		$	21.12
Tangible book value per share (non-GAAP)	$	13.01		$	13.46

As of

As of

September 30,

December 31,


2017

2016

Balance Sheet Data:

Total stockholders' equity

$
2,581,858

$
2,476,485

Less: goodwill

995,492

995,492

Tangible stockholders' equity

$
1,586,366

$
1,480,993

Total assets

$
20,565,627

$
19,661,829

Less: goodwill

995,492

995,492

Tangible assets

$
19,570,135

$
18,666,337

Shares outstanding

139,586,282

139,530,654

Total stockholders' equity to total assets

12.55
%

12.60
%
Tangible stockholders' equity to tangible assets (non-GAAP)

8.11
%

7.93
%

Book value per share

$
18.50

$
17.75

Tangible book value per share (non-GAAP)

$
11.36

$
10.61

(a)

^(a)

Annualized for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~

2020.

Financial Highlights

Net income was ~~$58.4~~$57.7 million for the three months ended ~~September 30, 2017,~~March 31, 2021, an increase of ~~$5.1~~$18.8 million or ~~10%~~48% as compared to the same period in ~~2016.~~2020. Basic and diluted earnings per share were ~~$0.42~~$0.44 per share for the three months ended ~~September 30, 2017,~~March 31, 2021, an increase of ~~$0.04~~$0.14 per share or ~~11%~~47% as compared to the same period in ~~2016.~~2020. The increase in net income was primarily due to a ~~$10.6~~$41.2 million ~~increase~~decrease in the provision for credit losses (the “Provision”) and a $0.2 million decrease in noninterest expense, partially offset by a $9.5 million decrease in net interest income, ~~partially offset by~~ a ~~$2.4 million increase in the provision for loan and lease losses (the “Provision”), a $2.1~~$7.6 million increase in the provision for income taxes ~~a $0.9 million increase in noninterest expense~~ and a ~~$0.2~~$5.4 million decrease in noninterest income for the three months ended ~~September 30, 2017.~~March 31, 2021.

Our return on average total assets was ~~1.15%~~1.02% for the three months ended ~~September 30, 2017,~~March 31, 2021, an increase of ~~five~~25 basis points ~~as compared to~~from the same period in ~~2016,~~2020, and our return on average total stockholders’ equity was ~~9.03%~~8.58% for the three months ended ~~September 30, 2017,~~March 31, 2021, an increase of 58271 basis points ~~as compared to~~from the same period in ~~2016.~~2020. Our return on average tangible assets was ~~1.21%~~1.07% for the three months ended ~~September 30, 2017,~~March 31, 2021, an increase of ~~five~~26 basis points from the same period in ~~2016,~~2020, and our return on average tangible stockholders’ equity was ~~14.76%~~13.51% for the three months ended ~~September 30, 2017, an increase of 74 basis points~~March 31, 2021, up from 9.39% for the same period in ~~2016. We continued to prudently manage our expenses as our~~2020. Our efficiency ratio was ~~46.00%~~55.53% for the three months ended ~~September 30, 2017~~March 31, 2021 compared to ~~48.31%~~51.33% for the same period in ~~2016.~~2020.

Our results for the three months ended ~~September 30, 2017~~March 31, 2021 were highlighted by the following:

●

Net interest income was ~~$133.3~~$129.2 million for the three months ended ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~$10.6~~$9.5 million or 9%7% as compared to the same period in ~~2016.~~2020. Our net interest margin was ~~2.96%~~2.55% for the three months ended ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~nine~~57 basis points ~~from~~as compared to the same period in ~~2016.~~2020. The ~~increase~~decrease in net interest income was primarily due to ~~higher average balances~~lower yields in ~~all~~most loan categories ~~except for lease financing,~~ and ~~higher average balances and yields~~ in our investment securities ~~portfolio. This was~~portfolio, partially offset by lower deposit funding costs and an increase in the average balances ~~in interest-bearing deposits in other banks and higher deposit funding costs.~~

of our investment securities portfolio.

●

The Provision was ~~$4.5 million~~nil for the three months ended ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~$2.4~~$41.2 million as compared to the same period in ~~2016.~~2020. The Provision for the three months ended March 31, 2020 stemmed from higher expected credit losses as a result of COVID-19 and its impact on Hawaii’s economy, key industries, businesses and our customers. In comparison, recording nil for the Provision for the three months ended March 31, 2021 stemmed from a decrease in the expected credit losses in the commercial real estate portfolio. The Provision is recorded to maintain the allowance for ~~loan~~credit losses for loans and ~~lease losses~~leases (the ~~“Allowance”~~“ACL”) and reserve for unfunded commitments at levels deemed adequate to absorb ~~probable~~lifetime expected credit losses ~~that have been incurred~~ in our loan and lease portfolio and off-balance sheet credit exposures as of the balance sheet date.

●

Noninterest income was ~~$48.5~~$43.9 million for the three months ended ~~September 30, 2017,~~March 31, 2021, a decrease of $5.4 million or 11% as compared to the same period in 2020. The decrease was primarily due to a $2.2 million decrease in service charges on deposit accounts, a $2.0 million decrease in other noninterest income, a $1.1 million decrease in trust and investment services income, a $0.4 million decrease in credit and debit card fees and a $0.1 million decrease in

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the gains from the sale of available-for-sale investment securities, partially offset by a $0.3 million increase in other service charges and fees and a $0.1 million increase in bank-owned life insurance (“BOLI”) income.

●

Noninterest expense was $96.3 million for the three months ended March 31, 2021, a decrease of $0.2 million as compared to the same period in ~~2016.~~2020. The decrease ~~was primarily due to a $4.0 million decrease in bank-owned life insurance (“BOLI”) income, partially offset by a $3.7 million increase in other noninterest income.~~

~~Table of Contents~~

~~Noninterest expense was $83.7 million for the three months ended September 30, 2017, an increase of $0.9 million or 1% as compared to the same period in 2016. The increase~~ in noninterest expense was primarily due to a ~~$1.0~~$2.2 million decrease in card rewards program expense, a $0.9 million decrease in salaries and employee benefits expense, a $0.2 million decrease in advertising and marketing expense and a $0.1 million decrease in occupancy expense, partially offset by a $1.2 million increase in ~~occupancy costs.~~

other noninterest expense, a $1.1 million increase in contracted services and professional fees, a $0.8 million increase in equipment expense and a $0.1 million increase in regulatory assessment and fees.

~~Net income was $172.0 million for~~Hawaii’s economy continues to be significantly impacted by COVID-19 and the ~~nine months ended September 30, 2017, a decrease~~responses to it. For an economy that is heavily dependent on tourism, the combination of ~~$1.6 million or 1% as compared~~various response measures to the ~~same period~~COVID 19 pandemic – including the stay-at-home orders for local residents and the mandatory self-quarantine for visitors resulted in 2016. Basic and diluted earnings per share were $1.23 per share for the nine months ended September 30, 2017, a decrease of $0.01 or 1% as compared to the same period in 2016. The decrease was primarily due to a $21.8 million decrease in noninterest income, an ~~$8.7 million~~unprecedented increase in Hawaii unemployment. While we may continue to see a gradual improvement in unemployment as local businesses and the ~~Provision~~Hawaii tourism industry continues to reopen in 2021 and ~~a $6.9 million increase in noninterest expense, partially offset by a $33.5 million increase in net interest income~~the COVID-19 vaccine becomes more widely administered, the timing and ~~a $2.2 million decrease in~~extent of the ~~provision for income taxes for~~return of air travel and the ~~nine months ended September 30, 2017.~~

~~Our return on average total assets was 1.16% for~~recovery of the ~~nine months ended September 30, 2017, a decrease of five basis points as compared to the same period in 2016,~~Hawaii tourism industry is highly uncertain and beyond our return on average total stockholders’ equity was 9.10% for the nine months ended September 30, 2017, an increase of 14 basis points as compared to the same period in 2016. Our return on average tangible assets was 1.22% for the nine months ended September 30, 2017, a decrease of six basis points as compared to the same period in 2016, and our return on average tangible stockholders’ equity was 15.01% for the nine months ended September 30, 2017, an increase of 45 basis points as compared to the same period in 2016.control. We continued to ~~prudently manage our expenses~~maintain high levels of liquidity and remained well-capitalized as our efficiency ratio was 46.83% for the nine months ended September 30, 2017 compared to 46.56% for the same period in 2016. The efficiency ratio for the nine months ended September 30, 2016 was favorably impacted by net gains on the sale of ~~investment securities of $25.8 million.~~March 31, 2021.

~~Our results for the nine months ended September 30, 2017 were highlighted by the following:~~

●

~~Net interest income was $393.9 million for the nine months ended September 30, 2017,~~Total loans and leases were $13.3 billion as of March 31, 2021, an increase of ~~$33.5~~$21.2 million or 9% as compared to the same period in 2016. Our net interest margin was 2.99% for the nine months ended September 30, 2017, an increase of 15 basis points as compared to the same period in 2016. The increase in net interest income was primarily due to higher average balances in all loan categories, except for lease financing, and higher average balances and yields in our investment securities portfolio. This was partially offset by lower average balances in interest-bearing deposits in other banks and higher deposit funding costs.

~~The Provision was $13.4 million for the nine months ended September 30, 2017, an increase of $8.7 million as compared to the same period in 2016.~~from December 31, 2020. The increase was primarily due to ~~the large recovery~~an increase in PPP loans, partially offset by decreases in our Shared National Credits, dealer flooring portfolios, indirect automobile loans and other unsecured consumer loans.

●

The ACL was $200.4 million as of ~~a commercial loan during the nine months ended September 30, 2016.~~

~~Noninterest income was $146.8 million for the nine months ended September 30, 2017,~~March 31, 2021, a decrease of ~~$21.8~~$8.1 million or ~~13% as compared to the same period in 2016. The~~4% from December 31, 2020. This decrease was primarily due to ~~a $25.8 million net gain on~~ the ~~sale of investment securities~~aforementioned lower expected credit losses in ~~2016 and a $2.6 million decrease in BOLI income, partially offset by a $6.5 million increase in other noninterest income.~~

~~Noninterest expense was $253.2 million for~~ the nine months ended September 30, 2017, an increase of $6.9 million or 3% as compared to the same period in 2016. The increase in noninterest expense was primarily due to a $3.1 million increase in card rewards program expense, a $2.3 million increase in regulatory assessment and fees and a $1.2 million increase in occupancy expense.

During the nine months ended September 30, 2017, we continued to benefit from a strong Hawaii economy by reaching record levels of loans and deposit balances. Our investment securities portfolio remained strong as we continued to invest in high-grade investment securities. We also continued to maintain adequate reserves for loan and lease losses and high levels of liquidity and capital.

~~Total loans and leases were $12.1 billion as of September 30, 2017, an increase of $629.3 million or 6% from December 31, 2016. We experienced strong growth in our~~ commercial real estate portfolio as corporations continued to invest in their businesses and sought to acquire new real estate assets to expand their businesses. We also continued to experience strong growth in our residential real estate portfolio as housing demand continued to remain strong.

~~The Allowance was $137.3 million as of September 30, 2017, an increase of $1.8 million or 1% from December 31, 2016.~~portfolio. The ratio of our ~~Allowance~~ACL to total loans and leases outstanding was ~~1.13%~~1.51% as of

~~Table of Contents~~

~~September 30, 2017,~~ March 31, 2021, a decrease of ~~five~~six basis points compared to December 31, ~~2016. The overall level of the Allowance was commensurate with our stable credit risk profile, loan portfolio growth and composition and a strong Hawaii economy.~~

2020.

●

We continued to invest in high-grade investment securities, primarily collateralized mortgage obligations issued by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). The total ~~carrying~~fair value of our investment securities portfolio was ~~$5.3~~$6.7 billion as of ~~September 30, 2017,~~March 31, 2021, an increase of ~~$237.5~~$621.1 million or ~~5% compared to~~10% from December 31, ~~2016.~~

2020. The increase was primarily due to purchases in this portfolio as we invested excess liquidity into securities.

●

Total deposits were ~~$17.6~~$20.1 billion as of ~~September 30, 2017,~~March 31, 2021, an increase of ~~$801.0~~$906.0 million or 5% from December 31, ~~2016. Increases~~2020. The increase in ~~time and~~total deposits was primarily due to a $653.0 million increase in demand deposit balances, a $305.4 million increase in money market deposit balances ~~were~~and a $121.1 million increase in savings deposit balances, partially offset by ~~decreases~~a $173.5 million decrease in ~~savings and demand~~time deposit balances.

●

~~Finally, total~~Total stockholders’ equity was ~~$2.6~~$2.7 billion as of ~~September 30, 2017, an increase~~March 31, 2021, a decrease of ~~$105.4~~$60.5 million or 4%2% from December 31, ~~2016.~~2020. The ~~increase~~decrease in stockholders’ equity was primarily due to ~~earnings for~~a net unrealized loss in the ~~nine months ended September 30, 2017~~fair value of ~~$172.0~~our investment securities net of tax of $75.0 million, dividends declared and paid to the Company’s stockholders of $33.8 million and share repurchases of $9.5 million, partially offset by ~~dividends declared and paid~~earnings for the period of ~~$92.1 million to our stockholders during the nine months ended September 30, 2017.~~

$57.7 million.

5150

Table of Contents

Analysis of Results of Operations

Net Interest Income

For the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, average balances, related income and expenses, on a fully taxable-equivalent basis, and resulting yields and rates are presented in Table 4. An analysis of the change in net interest income, on a fully taxable-equivalent basis, is presented in Table 5.


Average Balances and Interest Rates											Table 4
	Three Months Ended						Three Months Ended
	March 31, 2021						March 31, 2020
					Average							Average
	Average		Income/		Yield/		Average		Income/			Yield/
(dollars in millions)	Balance		Expense		Rate		Balance		Expense			Rate
Earning Assets
Interest-Bearing Deposits in Other Banks	$	938.7	$	0.2	0.10	%	$	516.8	$	1.6		1.25	%
Available-for-Sale Investment Securities
Taxable		5,949.9		22.1	1.49			4,033.2		21.2		2.10
Non-Taxable		278.0		1.3	1.80			—		—		—
Total Available-for-Sale Investment Securities		6,227.9		23.4	1.50			4,033.2		21.2		2.10
Loans Held for Sale		9.2		0.1	2.46			15.8		0.1		1.70
Loans and Leases ⁽¹⁾
Commercial and industrial		3,026.7		20.4	2.74			2,776.2		24.6		3.56
Commercial real estate		3,385.2		24.9	2.98			3,433.2		34.6		4.05
Construction		746.8		5.8	3.16			538.5		5.7		4.27
Residential:
Residential mortgage		3,696.1		34.7	3.76			3,721.2		37.7		4.05
Home equity line		822.0		5.7	2.80			887.4		7.7		3.50
Consumer		1,323.7		17.7	5.43			1,611.7		23.0		5.75
Lease financing		241.8		1.8	3.02			223.2		1.6		2.85
Total Loans and Leases		13,242.3		111.0	3.39			13,191.4		134.9		4.11
Other Earning Assets		58.0		0.3	1.79			57.0		0.7		5.30
Total Earning Assets⁽²⁾		20,476.1		135.0	2.66			17,814.2		158.5		3.57
Cash and Due from Banks		294.0						327.4
Other Assets		2,174.6						2,171.7
Total Assets	$	22,944.7					$	20,313.3

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	5,975.1	$	0.6	0.04	%	$	5,090.4	$	3.3		0.26	%
Money Market		3,530.0		0.4	0.05			3,064.8		4.6		0.61
Time		2,288.5		3.0	0.53			2,534.7		7.7		1.23
Total Interest-Bearing Deposits		11,793.6		4.0	0.14			10,689.9		15.6		0.59
Short-Term Borrowings		—		—	—			401.7		2.8		2.88
Long-Term Borrowings		200.0		1.4	2.76			200.0		1.4		2.77
Total Interest-Bearing Liabilities		11,993.6		5.4	0.18			11,291.6		19.8		0.71
Net Interest Income			$	129.6					$	138.7
Interest Rate Spread					2.48	%						2.86	%
Net Interest Margin					2.55	%						3.12	%
Noninterest-Bearing Demand Deposits		7,709.5						5,853.4
Other Liabilities		513.9						507.5
Stockholders' Equity		2,727.7						2,660.8
Total Liabilities and Stockholders' Equity	$	22,944.7					$	20,313.3

Average Balances and Interest Rates

Table 4

Three Months Ended

Three Months Ended

September 30, 2017

September 30, 2016

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in millions)

Balance

Expense

Rate

Balance

Expense

Rate

Earning Assets

Interest-Bearing Deposits in Other Banks

$
597.5

$
2.0

1.30
%
$
1,023.6

$
1.3

0.51
%
Available-for-Sale Investment Securities

5,124.9

24.2

1.88

4,743.7

21.1

1.77

Loans Held for Sale

0.1

—

3.62

—

—

—

Loans and Leases (1)

Commercial and industrial

3,276.4

27.3

3.31

3,248.1

23.7

2.90

Real estate - commercial

2,696.4

25.1

3.69

2,338.2

21.3

3.63

Real estate - construction

570.6

5.1

3.54

448.9

3.7

3.29

Real estate - residential

3,846.8

39.2

4.04

3,571.3

36.4

4.06

Consumer

1,546.9

21.0

5.39

1,467.0

20.5

5.55

Lease financing

177.9

1.3

2.91

188.2

1.3

2.84

Total Loans and Leases

12,115.0

119.0

3.90

11,261.7

106.9

3.78

Other Earning Assets

29.5

0.1

1.22

—

—

—

Total Earning Assets (2)

17,867.0

145.3

3.23

17,029.0

129.3

3.02

Cash and Due from Banks

324.0

357.1

Other Assets

1,918.1

1,928.6

Total Assets

$
20,109.1

$
19,314.7

Interest-Bearing Liabilities

Interest-Bearing Deposits

Savings

$
4,505.1

$
1.1

0.10
%
$
4,416.4

$
0.6

0.06
%
Money Market

2,607.7

0.9

0.13

2,549.3

0.6

0.10

Time

4,208.0

10.0

0.94

3,776.6

5.4

0.57

Total Interest-Bearing Deposits

11,320.8

12.0

0.42

10,742.3

6.6

0.25

Short-Term Borrowings

0.8

—

0.91

18.5

—

0.42

Total Interest-Bearing Liabilities

11,321.6

12.0

0.42

10,760.8

6.6

0.25

Net Interest Income

$
133.3

$
122.7

Interest Rate Spread

2.81
%

2.77
%
Net Interest Margin

2.96
%

2.87
%
Noninterest-Bearing Demand Deposits

5,844.6

5,649.8

Other Liabilities

378.3

398.0

Stockholders' Equity

2,564.6

2,506.1

Total Liabilities and Stockholders' Equity

$
20,109.1

$
19,314.7

(1)

⁽¹⁾

Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.

(2)

⁽²⁾

~~For~~Interest income includes taxable-equivalent basis adjustments of $0.4 million and nil for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, the taxable-equivalent basis adjustments made to the table above were not material.~~

2020, respectively.

Table of Contents

Analysis of Change in Net Interest Income

Table 5

Three Months Ended September 30, 2017

Compared to September 30, 2016
(dollars in millions)

Volume

Rate

Total (1)
Change in Interest Income:






Interest-Bearing Deposits in Other Banks

$
(0.7)

$
1.4

$
0.7
Available-for-Sale Investment Securities

1.7

1.4

3.1
Loans and Leases

Commercial and industrial

0.2

3.4

3.6
Real estate - commercial

3.3

0.4

3.7
Real estate - construction

1.1

0.3

1.4
Real estate - residential

2.8

—

2.8
Consumer

1.0

(0.5)

0.5
Total Loans and Leases

8.4

3.6

12.0
Other Earning Assets

0.1

—

0.1
Total Change in Interest Income

9.5

6.4

15.9

Change in Interest Expense:

Interest-Bearing Deposits

Savings

—

0.5

0.5
Money Market

—

0.2

0.2
Time

0.7

3.9

4.6
Total Interest-Bearing Deposits

0.7

4.6

5.3
Total Change in Interest Expense

0.7

4.6

5.3
Change in Net Interest Income

$
8.8

$
1.8

$
10.6

⁽¹⁾

~~The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.~~

Net interest income, on a fully taxable-equivalent basis, was $133.3 million for the three months ended September 30, 2017, an increase of $10.6 million or 9% compared to the same period in 2016. Our net interest margin was 2.96% for the three months ended September 30, 2017, an increase of 9 basis points from the same period in 2016. The increase in net interest income, on a fully taxable-equivalent basis, was primarily due to higher average balances in all loan categories and higher average balances and yields in our investment securities portfolio. This was partially offset by lower average balances in interest-bearing deposits in other banks and higher deposit funding costs. For the three months ended September 30, 2017, the average balance of our loans and leases was $12.1 billion, an increase of $853.3 million or 8% compared to the same period in 2016. The higher average balance in loans and leases was primarily due to strong growth in our commercial real estate, residential real estate, construction real estate, and consumer lending portfolios. For the three months ended September 30, 2017, the average balance of our investment securities portfolio was $5.1 billion, an increase of $381.2 million or 8% compared to the same period in 2016. Yields on our investment securities portfolio were 1.88% for the three months ended September 30, 2017, an increase of 11 basis points from the same period in 2016. Deposit funding costs were $12.0 million for the three months ended September 30, 2017, an increase of $5.4 million or 82% compared to the same period in 2016. Rates paid on our interest-bearing deposits were 42 basis points for the three months ended September 30, 2017, an increase of 17 basis points compared to the same period in 2016. While we experienced higher rates paid on all interest-bearing deposit categories in the three months ended September 30, 2017, particularly high rates were paid on our time deposits with an increase of 37 basis points compared to the same period in 2016.

~~Table of Contents~~

For the nine months ended September 30, 2017 and 2016, average balances, related income and expenses, on a fully taxable-equivalent basis, and resulting yields and rates are presented in Table 6. An analysis of the change in net interest income, on a fully taxable-equivalent basis, is presented in Table 7.

Average Balances and Interest Rates

Table 6

Nine Months Ended

Nine Months Ended

September 30, 2017

September 30, 2016

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in millions)

Balance

Expense

Rate

Balance

Expense

Rate

Earning Assets











Interest-Bearing Deposits in Other Banks

$
516.8

$
4.0

1.02
%
$
1,602.3

$
6.1

0.51
%
Available-for-Sale Investment Securities

5,189.7

75.7

1.95

4,304.5

57.1

1.77

Loans and Leases (1)

Commercial and industrial

3,263.3

77.3

3.17

3,200.6

70.3

2.93

Real estate - commercial

2,606.1

71.1

3.65

2,273.3

62.9

3.70

Real estate - construction

514.1

13.1

3.41

425.0

10.4

3.27

Real estate - residential

3,784.5

115.5

4.08

3,525.5

108.9

4.13

Consumer

1,528.8

61.8

5.41

1,441.6

60.4

5.59

Lease financing

172.1

3.6

2.84

189.5

4.1

2.90

Total Loans and Leases

11,868.9

342.4

3.86

11,055.5

317.0

3.83

Other Earning Assets

30.0

0.1

0.62

—

—

—

Total Earning Assets (2)

17,605.4

422.2

3.21

16,962.3

380.2

2.99

Cash and Due from Banks

322.7

320.1

Other Assets

1,930.1

1,903.1

Total Assets

$
19,858.2

$
19,185.5

Interest-Bearing Liabilities

Interest-Bearing Deposits

Savings

$
4,500.1

$
2.5

0.08
%
$
4,371.6

$
1.9

0.06
%
Money Market

2,574.0

2.2

0.11

2,410.6

1.7

0.09

Time

4,027.9

23.6

0.78

3,782.2

16.0

0.57

Total Interest-Bearing Deposits

11,102.0

28.3

0.34

10,564.4

19.6

0.25

Short-Term Borrowings

2.1

—

0.68

148.0

0.2

0.16

Total Interest-Bearing Liabilities

11,104.1

28.3

0.34

10,712.4

19.8

0.25

Net Interest Income

$
393.9

$
360.4

Interest Rate Spread

2.87
%

2.74
%
Net Interest Margin

2.99
%

2.84
%
Noninterest-Bearing Demand Deposits

5,848.5

5,514.8

Other Liabilities

378.2

369.7

Stockholders' Equity

2,527.4

2,588.6

Total Liabilities and Stockholders' Equity

$
19,858.2

$
19,185.5

⁽¹⁾

~~Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.~~

⁽²⁾

~~For the nine months ended September 30, 2017 and 2016, the taxable-equivalent basis adjustments made to the table above were not material.~~

~~Table of Contents~~

Analysis of Change in Net Interest Income

Table 7

Nine Months Ended September 30, 2017

Compared to September 30, 2016
(dollars in millions)

Volume

Rate

Total (1)
Change in Interest Income:

Interest-Bearing Deposits in Other Banks

$
(5.8)

$
3.7

$
(2.1)
Available-for-Sale Investment Securities

12.4

6.1

18.5
Loans and Leases

Commercial and industrial

1.4

5.6

7.0
Real estate - commercial

9.1

(0.9)

8.2
Real estate - construction

2.2

0.5

2.7
Real estate - residential

7.9

(1.3)

6.6
Consumer

3.6

(2.1)

1.5
Lease financing

(0.4)

(0.1)

(0.5)
Total Loans and Leases

23.8

1.7

25.5
Other Earning Assets

0.1

—

0.1
Total Change in Interest Income

30.5

11.5

42.0

Change in Interest Expense:

Interest-Bearing Deposits

Savings

0.1

0.5

0.6
Money Market

0.1

0.4

0.5
Time

1.1

6.5

7.6
Total Interest-Bearing Deposits

1.3

7.4

8.7
Short-Term Borrowings

(0.3)

0.1

(0.2)
Total Change in Interest Expense

1.0

7.5

8.5
Change in Net Interest Income

$
29.5

$
4.0

$
33.5

⁽¹⁾

~~The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.~~

Net interest income, on a fully taxable-equivalent basis, was $393.9 million for the nine months ended September 30, 2017, an increase of $33.5 million or 9% compared to the same period in 2016. Our net interest margin was 2.99% for the nine months ended September 30, 2017, an increase of 15 basis points from the same period in 2016. The increase in net interest income, on a fully taxable-equivalent basis, was primarily due to higher average balances in all loan categories and higher average balances and yields in our investment securities portfolio. This was partially offset by lower average balances in interest-bearing deposits in other banks and higher deposit funding costs. For the nine months ended September 30, 2017, the average balance of our loans and leases was $11.9 billion, an increase of $813.4 million or 7% compared to the same period in 2016. The higher average balance in loans and leases was primarily due to strong growth in our commercial real estate, residential real estate, consumer, and commercial and industrial lending portfolios. For the nine months ended September 30, 2017, the average balance of our investment securities portfolio was $5.2 billion, an increase of $885.2 million or 21% compared to the same period in 2016. Yields on our investment securities portfolio were 1.95% for the nine months ended September 30, 2017, an increase of 18 basis points from the same period in 2016. Yields on our loans and leases were 3.86% for the nine months ended September 30, 2017, an increase of three basis points as compared to the same period in 2016. Deposit funding costs were $28.3 million for the nine months ended September 30, 2017, an increase of $8.7 million or 44% compared to the same period in 2016. Rates paid on our interest-bearing deposits were 34 basis points for the nine months ended September 30, 2017, an increase of nine basis points compared to the same period in 2016. While we experienced higher rates paid on all interest-bearing deposit categories in the nine months ended September 30, 2017, particularly high rates were paid on our time deposits with an increase of 21 basis points compared to the same period in 2016.

~~Provision for Loan and Lease Losses~~

The Provision was $4.5 million for the three months ended September 30, 2017, which represented an increase of $2.4 million compared to the same period in 2016. We recorded net charge-offs of loans and leases of $4.1 million and $3.4 million for the three months ended September 30, 2017 and 2016, respectively. This represented net charge-offs of 0.13% and 0.12% of average loans and leases, on an annualized basis, for the three months ended September 30, 2017 and 2016, respectively. The Provision was $13.4 million for the nine months ended September 30, 2017, which represented an increase of $8.7 million compared to the same period in 2016. This increase was primarily due to the large recovery of a commercial loan during the nine months ended September 30, 2016. We recorded net charge-offs of loans and leases of $11.6 million and $5.2 million for the nine months ended September 30, 2017 and 2016, respectively. This represented

~~Table of Contents~~

net charge-offs of 0.13% and 0.06% of average loans and leases, on an annualized basis, for the nine months ended September 30, 2017 and 2016, respectively. The Allowance was $137.3 million as of September 30, 2017, an increase of $1.8 million or 1% from December 31, 2016 and represented 1.13% of total outstanding loans and leases as of September 30, 2017, compared to 1.18% of total outstanding loans and leases as of December 31, 2016. The Provision is recorded to maintain the Allowance at levels deemed adequate by management based on the factors noted in the “Risk Governance and Quantitative and Qualitative Disclosures About Market Risk — Credit Risk” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

~~Noninterest Income~~

Table 8 presents the major components of noninterest income for the three months ended September 30, 2017 and 2016 and Table 9 presents the major components of noninterest income for the nine months ended September 30, 2017 and 2016:

Noninterest Income

Table 8

Three Months Ended

September 30,

Dollar

Percent

(dollars in thousands)

2017

2016

Change

Change

Service charges on deposit accounts

$
9,095

$
9,575

$
(480)

(5)
%
Credit and debit card fees

14,831

14,103

728

5

Other service charges and fees

8,510

8,768

(258)

(3)

Trust and investment services income

7,672

7,508

164

2

Bank-owned life insurance

3,119

7,115

(3,996)

(56)

Investment securities gains, net

—

30

(30)

n.m.

Other

5,308

1,591

3,717

n.m.

Total noninterest income

$
48,535

$
48,690

$
(155)

—
%

Noninterest Income

Table 9

Nine Months Ended

September 30,

Dollar

Percent

(dollars in thousands)

2017

2016

Change

Change

Service charges on deposit accounts

$
28,062

$
28,759

$
(697)

(2)
%
Credit and debit card fees

43,467

41,732

1,735

4

Other service charges and fees

25,717

26,909

(1,192)

(4)

Trust and investment services income

22,536

22,236

300

1

Bank-owned life insurance

10,624

13,263

(2,639)

(20)

Investment securities gains, net

—

25,761

(25,761)

n.m.

Other

16,406

9,920

6,486

65

Total noninterest income

$
146,812

$
168,580

$
(21,768)

(13)
%

~~n.m. – Denotes a variance which is not meaningful.~~

Total noninterest income was $48.5 million for the three months ended September 30, 2017, a decrease of $0.2 million as compared to the same period in 2016. Total noninterest income was $146.8 million for the nine months ended September 30, 2017, a decrease of $21.8 million or 13% as compared to the same period in 2016.

Service charges on deposit accounts were $9.1 million for the three months ended September 30, 2017, a decrease of $0.5 million or 5% as compared to the same period in 2016. Service charges on deposit accounts were $28.1 million for the nine months ended September 30, 2017, a decrease of $0.7 million or 2% as compared to the same period in 2016. This decrease was primarily due to a $0.8 million decrease in account analysis service charges.

Credit and debit card fees were $14.8 million for the three months ended September 30, 2017, an increase of $0.7 million or 5% as compared to the same period in 2016. This increase was primarily due to a $1.2 million increase in merchant service revenues, partially offset by a $0.4 million decrease in network association dues. Credit and debit card fees were $43.5 million for the nine months ended September 30, 2017, an increase of $1.7 million or 4% as compared to the same period in 2016. This increase was primarily due to a $2.8 million increase in merchant service revenues, partially offset by a $0.6 million decrease in network association dues, a $0.2 million decrease in net interchange fees and a $0.2 million decrease in rental fees from credit card terminals.

~~Table of Contents~~

Other service charges and fees were $8.5 million for the three months ended September 30, 2017, a decrease of $0.3 million or 3% as compared to the same period in 2016. Other service charges and fees were $25.7 million for the nine months ended September 30, 2017, a decrease of $1.2 million or 4% as compared to the same period in 2016. This decrease was primarily due to a $0.9 million decrease in residential mortgage loan servicing fees and a $0.5 million decrease in fees from annuities and securities.

BOLI income was $3.1 million for the three months ended September 30, 2017, a decrease of $4.0 million or 56% as compared to the same period in 2016. This decrease was due to a $3.4 million decrease in death benefits received and a $0.6 million decrease in BOLI earnings. BOLI income was $10.6 million for the nine months ended September 30, 2017, a decrease of $2.6 million or 20% as compared to the same period in 2016. This decrease was due to a $2.4 million decrease in death benefits received and a $0.2 million decrease in BOLI earnings.

Net gains on the sale of investment securities were nil for the three months ended September 30, 2017, a nominal decrease as compared to the same period in 2016. Net gains on the sale of investment securities were nil for the nine months ended September 30, 2017, a decrease of $25.8 million as compared to the same period in 2016. Net gains on the sale of investment securities for the nine months ended September 30, 2016 were due to a $22.7 million net gain on the sale of 274,000 Visa Class B restricted shares and a $3.1 million net gain on the sale of available-for-sale investment securities.

Other noninterest income was $5.3 million for the three months ended September 30, 2017, an increase of $3.7 million as compared to the same period in 2016. This increase was primarily due to a $2.7 million gain on the sale of bank properties, a $0.6 million decrease in the amortization on mortgage servicing rights and a $0.6 million increase in customer-related interest rate swap fees. Other noninterest income was $16.4 million for the nine months ended September 30, 2017, an increase of $6.5 million or 65% as compared to the same period in 2016. This increase was primarily due to a $2.7 million gain on the sale of bank properties, a $1.6 million increase in customer-related interest rate swap fees, a $1.5 million increase in vendor bonuses received, a $1.1 million decrease in the amortization on mortgage servicing rights, a $1.0 million increase related to insurance proceeds from severe weather which affected the Hawaiian Islands and a $0.7 million increase in net gains recognized in income related to derivative contracts. This was partially offset by $2.4 million in recoveries on loans in excess of amounts previously charged-off for the nine months ended September 30, 2016.

~~Noninterest Expense~~

Table 10 presents the major components of noninterest expense for the three months ended September 30, 2017 and 2016 and Table 11 presents the major components of noninterest expense for the nine months ended September 30, 2017 and 2016:

Noninterest Expense

Table 10

Three Months Ended

September 30,

Dollar

Percentage

(dollars in thousands)

2017

2016


Change

Change

Salaries and employee benefits

$
41,579

$
42,106

$
(527)

(1)
%
Contracted services and professional fees

10,834

10,430

404

4

Occupancy

5,844

4,870

974

20

Equipment

4,174

4,192

(18)

—

Regulatory assessment and fees

3,668

3,546

122

3

Advertising and marketing

2,005

1,769

236

13

Card rewards program

4,703

4,512

191

4

Other

10,848

11,379

(531)

(5)

Total noninterest expense

$
83,655

$
82,804

$
851

1
%

~~Table of Contents~~

Noninterest Expense

Table 11

Nine Months Ended

September 30,

Dollar

Percentage

(dollars in thousands)

2017

2016

Change

Change

Salaries and employee benefits

$
128,136

$
128,762

$
(626)

—
%
Contracted services and professional fees

33,530

33,124

406

1

Occupancy

16,188

14,991

1,197

8

Equipment

12,898

12,135

763

6

Regulatory assessment and fees

11,192

8,869

2,323

26

Advertising and marketing

5,255

4,818

437

9

Card rewards program

13,832

10,743

3,089

29

Other

32,204

32,899

(695)

(2)

Total noninterest expense

$
253,235

$
246,341

$
6,894

3
%

Total noninterest expense was $83.7 million for the three months ended September 30, 2017, an increase of $0.9 million or 1% as compared to the same period in 2016. Total noninterest expense was $253.2 million for the nine months ended September 30, 2017, an increase of $6.9 million or 3% as compared to the same period in 2016.

Salaries and employee benefits expense was $41.6 million for the three months ended September 30, 2017, a decrease of $0.5 million or 1% as compared to the same period in 2016. This decrease was primarily due to a $2.5 million decrease in other compensation, primarily due to the IPO and related stock-based compensation recorded in the three months ended September 30, 2016, and a $1.2 million decrease in incentive compensation. This was partially offset by a $1.7 million increase in base salaries and related payroll taxes and a $1.1 million decrease in deferred loan origination costs. Salaries and employee benefits expense was $128.1 million for the nine months ended September 30, 2017, a decrease of $0.6 million as compared to the same period in 2016. This decrease was primarily due to a $3.6 million increase in deferred loan origination costs, a $2.1 million decrease in other compensation, primarily due to the IPO and related stock-based compensation recorded in the nine months ended September 30, 2016, and a $1.6 million decrease in incentive compensation. This was partially offset by a $5.3 million increase in base salaries and related payroll taxes and a $0.7 million increase in group health plan costs.

Occupancy expense was $5.8 million for the three months ended September 30, 2017, an increase of $1.0 million or 20% as compared to the same period in 2016. This increase was primarily due to a $0.5 million increase in building maintenance expense and a $0.4 million decrease in net sublease rental income. Occupancy expense was $16.2 million for the nine months ended September 30, 2017, an increase of $1.2 million or 8% as compared to the same period in 2016. This increase was primarily due to a $1.3 million decrease in net sublease rental income.

Equipment expense was $4.2 million for the three months ended September 30, 2017, a nominal decrease as compared to the same period in 2016. Equipment expense was $12.9 million for the nine months ended September 30, 2017, an increase of $0.8 million or 6% as compared to the same period in 2016. This increase was primarily due to a $0.5 million increase in service contracts expense and a $0.3 million increase in depreciation expense.

Regulatory assessment and fees were $3.7 million for the three months ended September 30, 2017, an increase of $0.1 million or 3% as compared to the same period in 2016. Regulatory assessment and fees were $11.2 million for the nine months ended September 30, 2017, an increase of $2.3 million or 26% as compared to the same period in 2016. This increase was primarily due to a change in the calculation of the Federal Deposit Insurance Corporation insurance assessment and adoption of an additional surcharge, which resulted in a higher assessment rate.

Card rewards program expense was $4.7 million for the three months ended September 30, 2017, an increase of $0.2 million or 4% as compared to the same period in 2016. Card rewards program expense was $13.8 million for the nine months ended September 30, 2017, an increase of $3.1 million or 29% as compared to the same period in 2016. This increase was primarily due to a change in terms related to the expiration of our debit card reward points recorded during the nine months ended September 30, 2016, as well as higher levels of activity in bankcard operating charges in the current period.

Other noninterest expense was $10.8 million for the three months ended September 30, 2017, a decrease of $0.5 million or 5% as compared to the same period in 2016. This decrease was primarily due to a $0.5 million decrease in supplies. Other noninterest expense was $32.2 million for the nine months ended September 30, 2017, a decrease of $0.7 million or 2% as compared to the same period in 2016. This decrease was primarily due to a $1.2 million decrease in

~~Table of Contents~~

operational losses (which includes losses as a result of bank error, fraud, items processing, or theft), a $0.4 million decrease in supplies, a $0.4 million decrease in travel expenses and a $0.3 million decrease in telephone expenses, partially offset by a $0.9 million increase in software amortization expense and a $0.8 million increase in insurance expense as a result of higher rates due to our transition to a stand-alone public company.

~~Provision for Income Taxes~~

The provision for income taxes was $35.3 million (an effective tax rate of 37.71%) for the three months ended September 30, 2017, compared with the provision for income taxes of $33.2 million (an effective tax rate of 38.43%) for the same period in 2016. The provision for income taxes was $102.1 million (an effective tax rate of 37.25%) for the nine months ended September 30, 2017, compared with the provision for income taxes of $104.3 million (an effective tax rate of 37.54%) for the same period in 2016. The slight decrease in the effective tax rate for the nine months ended September 30, 2017 as compared to the same period in 2016 was primarily due to the reduction in non-deductible IPO related costs in the current period. Additional information about the provision for income taxes is presented in “Note 9. Income Taxes” contained in our unaudited interim consolidated financial statements.

~~Analysis of Business Segments~~

Our business segments are Retail Banking, Commercial Banking and Treasury and Other. Table 12 summarizes net income from our business segments for the three and nine months ended September 30, 2017 and 2016. Additional information about operating segment performance is presented in “Note 15. Reportable Operating Segments” contained in our unaudited interim consolidated financial statements.

Business Segment Net Income

Table 12

Three Months Ended

Nine Months Ended

September 30,

September 30,
(dollars in thousands)

2017

2016

2017

2016
Retail Banking

$
47,446

$
46,911

$
138,144

$
135,853
Commercial Banking

16,498

17,613

51,387

56,664
Treasury and Other

(5,581)

(11,289)

(17,533)

(18,891)
Total

$
58,363

$
53,235

$
171,998

$
173,626

~~Retail Banking.~~ Our Retail Banking segment includes the financial products and services we provide to consumers, small businesses and certain commercial customers. Loan and lease products offered include residential and commercial mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans and small business loans and leases. Deposit products offered include checking, savings and time deposit accounts. Our Retail Banking segment also includes our wealth management services.

Net income for the Retail Banking segment was $47.4 million for the three months ended September 30, 2017, an increase of $0.5 million or 1% as compared to the same period in 2016. The increase in net income for the Retail Banking segment was primarily due to a $4.8 million increase in net interest income, partially offset by a $2.5 million increase in noninterest expense and a $1.1 million increase in the provision for income taxes. The increase in net interest income was primarily due to higher earnings credits from our deposit portfolio. The increase in noninterest expense was primarily due to a decrease in deferred loan origination costs.

Net income for the Retail Banking segment was $138.1 million for the nine months ended September 30, 2017, an increase of $2.3 million or 2% as compared to the same period in 2016. The increase in net income for the Retail Banking segment was primarily due to a $11.3 million increase in net interest income, partially offset by a $4.5 million increase in noninterest expense, $3.2 million increase in the Provision and a $1.2 million increase in the provision for income taxes. The increase in net interest income was primarily due to higher earnings credits from our deposit portfolio. The increase in noninterest expense was primarily due to higher allocated expenses, contracted services and professional fees, occupancy expense and regulatory assessments and fees.

~~Commercial Banking.~~ Our Commercial Banking segment includes our corporate banking, residential and commercial real estate loans, commercial lease financing, auto dealer financing, deposit products and credit cards that we provide primarily to middle market and large companies in Hawaii, Guam, Saipan and California.

~~Table of Contents~~

Net income for the Commercial Banking segment was $16.5 million for the three months ended September 30, 2017, a decrease of $1.1 million or 6% as compared to the same period in 2016. The decrease in net income for the Commercial Banking segment was primarily due to a $1.5 million increase in the Provision and a $1.1 million increase in noninterest expense, partially offset by a $1.3 million increase in noninterest income. The increase in noninterest expense was primarily due to higher overall expenses that were allocated to the Commercial Banking segment. The increase in noninterest income was primarily due to higher merchant service revenues.

Net income for the Commercial Banking segment was $51.4 million for the nine months ended September 30, 2017, a decrease of $5.3 million or 9% as compared to the same period in 2016. The decrease in net income for the Commercial Banking segment was primarily due to a $7.0 million increase in noninterest expense and a $5.5 million increase in the Provision, partially offset by a $4.8 million increase in noninterest income and a $3.2 million decrease in the provision for income taxes. The increase in noninterest expense was primarily due to higher card rewards program expenses, overall expenses that were allocated to the Commercial Banking segment, regulatory assessment and fees and contracted data processing. The increase in noninterest income was primarily due to higher merchant service revenues, vendor bonuses received and customer-related interest rate swap fees.

~~Treasury and Other.~~ Our Treasury and Other segment includes our treasury business, which consists of corporate asset and liability management activities, including interest rate risk management. The assets and liabilities (and related interest income and expense) of our treasury business consist of interest bearing deposits, investment securities, federal funds sold and purchased, government deposits, short and long term borrowings and bank owned properties. Our primary sources of noninterest income are from bank owned life insurance, net gains from the sale of investment securities, foreign exchange income related to customer driven currency requests from merchants and island visitors and management of bank owned properties. The net residual effect of the transfer pricing of assets and liabilities is included in Treasury and Other, along with the elimination of intercompany transactions.

Other organizational units (Technology, Operations, Credit and Risk Management, Human Resources, Finance, Administration, Marketing and Corporate and Regulatory Administration) provide a wide range of support to our other income earning segments. Expenses incurred by these support units are charged to the applicable business segments through an internal cost allocation process.

Net loss for the Treasury and Other segment was $5.6 million for the three months ended September 30, 2017, a decrease of $5.7 million in loss as compared to the same period in 2016. The decrease in the net loss was primarily due to a $6.0 million decrease in net interest expense and a $2.8 million decrease in noninterest expense, partially offset by a $1.7 million decrease in noninterest income and a $1.4 million decrease in the benefit for income taxes. The decrease in net interest expense was primarily due to higher average loan balances and higher average investment securities earning higher yields. The decrease in noninterest expense was primarily due to a decrease in salaries and benefits expense. The decrease in noninterest income was primarily due to lower BOLI income, partially offset by a gain on the sale of bank properties.

Net loss for the Treasury and Other segment was $17.5 million for the nine months ended September 30, 2017, a decrease of $1.4 million in loss as compared to the same period in 2016. The decrease in the net loss was primarily due to a $23.0 million decrease in net interest expense and a $4.7 million decrease in noninterest expense, partially offset by a $26.6 million decrease in noninterest income. The decrease in net interest expense was primarily due to higher average loan balances and higher average investment securities earning higher yields. The decrease in noninterest expense was primarily due to an increase in overall expenses that were allocated from the Treasury and Other segment and lower contracted services and professional fees. The decrease in noninterest income was primarily due to a $22.7 million net gain on the sale of 274,000 Visa Class B restricted shares recorded during the nine months ended September 30, 2016 and lower BOLI income.

~~Analysis of Financial Condition~~

~~Liquidity~~

Liquidity refers to our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. We consider the effective and prudent management of liquidity to be fundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost.

~~Table of Contents~~

Liquidity is managed to ensure stable, reliable and cost effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements and off balance sheet funding commitments. We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability and off balance sheet positions. The Company’s Asset Liability Management Committee (“ALCO”) monitors sources and uses of funds and modifies asset and liability positions as liquidity requirements change. This process, combined with our ability to raise funds in money and capital markets and through private placements, provides flexibility in managing the exposure to liquidity risk.

Immediate liquid resources are available in cash, which is primarily on deposit with the Federal Reserve Bank of San Francisco (the “FRB”). As of September 30, 2017 and December 31, 2016, cash and cash equivalents were $1.1 billion. Potential sources of liquidity also include investment securities in our available-for-sale portfolio. The carrying value of our available-for-sale investment securities was $5.3 billion as of September 30, 2017 and $5.1 billion as of December 31, 2016. As of September 30, 2017 and December 31, 2016, we maintained our excess liquidity primarily in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. As of September 30, 2017 and December 31, 2016, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 3.6 years and 3.8 years, respectively. Furthermore, as of September 30, 2017, we expect maturities and paydowns of approximately $0.9 billion to occur over the next twelve months. These funds offer substantial resources to meet either new loan demand or to help offset reductions in our deposit funding base. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the Federal Home Loan Bank of Des Moines (the “FHLB”) and the FRB. As of September 30, 2017, we have borrowing capacity of $1.9 billion from the FHLB and $679.9 million from the FRB based on the amount of collateral pledged.

Our core deposits have historically provided us with a long term source of stable and relatively lower cost of funding. Our core deposits, defined as all deposits exclusive of time deposits exceeding $250,000, totaled $14.2 billion as of September 30, 2017 and December 31, 2016, which represented 80% and 85%, respectively, of our total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company. While we consider core deposits to be less volatile, deposit levels could decrease if interest rates increase significantly or if corporate customers increase investing activities and reduce deposit balances.

The Company’s routine funding requirements are expected to consist primarily of general corporate needs and dividends to be paid to our stockholders. We expect to meet these obligations from dividends paid by First Hawaiian Bank to the Parent. Additional sources of liquidity available to us include selling residential real estate loans in the secondary market, short term borrowings and the issuance of long term debt and equity securities.

~~Investment Securities~~

~~Table 13 presents the book value, which is also the estimated fair value, of our available-for-sale investment securities portfolio as of September 30, 2017 and December 31, 2016:~~

Investment Securities

Table 13

September 30,

December 31,
(dollars in thousands)

2017

2016
U.S. Treasury securities

$
396,766

$
392,473
Government-sponsored enterprises debt securities

245,138

242,667
Government agency mortgage-backed securities

159,787

185,663
Government-sponsored enterprises mortgage-backed securities

184,139

204,385
Non-government asset-backed securities

101

12,583
Collateralized mortgage obligations:

Government agency

3,513,904

3,351,822
Government-sponsored enterprises

815,138

687,921
Total available-for-sale securities

$
5,314,973

$
5,077,514

~~Table of Contents~~

~~Table 14 presents the maturity distribution at amortized cost and weighted‑average yield to maturity of our available-for-sale investment securities portfolio as of September 30, 2017:~~

Maturities and Weighted-Average Yield on Securities (1)

Table 14

Weighted

After 1

Weighted

After 5

Weighted

Weighted

Weighted

1 Year

Average

Year -

Average

Years -

Average

Over 10

Average

Average

Fair
(dollars in millions)

or Less

Yield

5 Years

Yield

10 Years

Yield

Years

Yield

Total

Yield

Value
As of September 30, 2017

Available-for-Sale Securities

U.S. Treasury securities

$
—

—
%
$
280.8

1.13
%
$
123.9

1.73
%
$
—

—
%
$
404.7

1.32
%
$
396.8
Government-sponsored enterprises debt securities

35.0

2.80

50.0

1.69

164.7

2.04

—

—

249.7

2.08

245.1
Mortgage-Backed Securities: (2)

Government agency

23.7

2.20

66.4

2.20

42.4

2.20

30.8

2.19

163.3

2.20

159.8
Government-sponsored enterprises

32.0

2.18

92.8

2.18

43.0

2.14

19.1

2.10

186.9

2.17

184.1
Asset-Backed Securities: (2)

Non-government

0.1

0.95

—

—

—

—

—

—

0.1

0.95

0.1
Collateralized mortgage obligations: (2)

Government agency

659.5

1.96

1,941.9

2.01

809.4

2.08

140.9

2.11

3,551.7

2.02

3,513.9
Government-sponsored enterprises

166.4

1.90

494.0

1.95

160.4

1.91

3.9

1.45

824.7

1.93

815.1
Total available-for-sale securities as of September 30, 2017

$
916.7

1.99
%
$
2,925.9

1.92
%
$
1,343.8

2.03
%
$
194.7

2.11
%
$
5,381.1

1.97
%
$
5,314.9

⁽¹⁾

~~Weighted-average yields were computed on a fully taxable-equivalent basis.~~

⁽²⁾

~~Maturities for mortgage-backed securities, asset-backed securities and collateralized mortgage obligations anticipate future prepayments.~~

The carrying value of our available-for-sale investment securities portfolio was $5.3 billion as of September 30, 2017, an increase of $237.5 million or 5% compared to December 31, 2016. Our available-for-sale investment securities are carried at fair value with changes in fair value reflected in other comprehensive income, unless a security is deemed to be other-than-temporarily impaired (“OTTI”).

As of September 30, 2017, we maintained all of our investment securities in the available-for-sale category recorded at fair value in the unaudited consolidated balance sheets, with $4.3 billion invested in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. Our available-for-sale portfolio also included $396.8 million in U.S. Treasury securities, $245.1 million in debt securities issued by government-sponsored enterprises (FHLB and Federal Farm Credit Banks Funding Corporation callable bonds), $343.9 million in mortgage backed securities issued by Ginnie Mae, Freddie Mac and Fannie Mae and $0.1 million in automobile asset-backed securities.

We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities and change the composition of our investment securities portfolio.

Gross unrealized gains in our investment securities portfolio were $2.9 million and $2.0 million as of September 30, 2017 and December 31, 2016, respectively. Gross unrealized losses in our investment securities portfolio were $69.0 million and $101.1 million as of September 30, 2017 and December 31, 2016, respectively. Higher unrealized gains and lower unrealized losses in our investment securities portfolio were primarily due to lower mid-term market interest rates. The higher gross unrealized gain positions were primarily related to our collateralized mortgage obligations, the fair value of which is sensitive to changes in market interest rates.

We conduct a regular assessment of our investment securities portfolio to determine whether any securities are OTTI. When assessing unrealized losses for OTTI, we consider the nature of the investment, the financial condition of the issuer, the extent and duration of unrealized losses, expected cash flows of underlying assets and market conditions. As of September 30, 2017, we had no plans to sell investment securities with unrealized losses, and believe it is more likely than not that we would not be required to sell such securities before recovery of their amortized cost, which may be at maturity.

We are required to hold non-marketable equity securities, comprised of FHLB stock, as a condition of our membership in the FHLB system. Our FHLB stock is accounted for at cost, which equals par or redemption value. As of September 30, 2017 and December 31, 2016, we held FHLB stock of $10.1 million which is recorded as a component of other assets in our unaudited consolidated balance sheets.

~~See “Note 2. Investment Securities” contained in our unaudited interim consolidated financial statements for more information on our investment securities portfolio.~~

~~Table of Contents~~


Analysis of Change in Net Interest Income						Table 5
	Three Months Ended March 31, 2021
	Compared to March 31, 2020
(dollars in millions)	Volume		Rate		Total ⁽¹⁾
Change in Interest Income:
Interest-Bearing Deposits in Other Banks	$	0.7	$	(2.1)	$	(1.4)
Available-for-Sale Investment Securities
Taxable		8.2		(7.3)		0.9
Non-Taxable		1.3		—		1.3
Total Available-for-Sale Investment Securities		9.5		(7.3)		2.2
~~Loans~~Other Assets		2,174.6						2,171.7
Total Assets	$	22,944.7					$	20,313.3

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	5,975.1	$	0.6	0.04	%	$	5,090.4	$	3.3	0.26	%
Money Market		3,530.0		0.4	0.05			3,064.8		4.6	0.61
Time		2,288.5		3.0	0.53			2,534.7		7.7	1.23
Total Interest-Bearing Deposits		11,793.6		4.0	0.14			10,689.9		15.6	0.59
Short-Term Borrowings		—		—	—			401.7		2.8	2.88
Long-Term Borrowings		200.0		1.4	2.76			200.0		1.4	2.77
Total Interest-Bearing Liabilities		11,993.6		5.4	0.18			11,291.6		19.8	0.71
Net Interest Income			$	129.6					$	138.7
Interest Rate Spread					2.48	%					2.86	%
Net Interest Margin					2.55	%					3.12	%
Noninterest-Bearing Demand Deposits		7,709.5						5,853.4
Other Liabilities		513.9						507.5
Stockholders' Equity		2,727.7						2,660.8
Total Liabilities and ~~Leases~~Stockholders' Equity	~~Table 15 presents~~$	22,944.7					$	20,313.3

(1)

Non-performing loans and leases are included in the ~~composition of our~~respective average loan and lease ~~portfolio by major categories as of September 30, 2017 and December 31, 2016:~~

Loans and Leases

Table 15

September 30,

December 31,
(dollars in thousands)

2017

2016
Commercial and industrial

$
3,190,237

$
3,239,600
Real estate:

Commercial

2,625,688

2,343,495
Construction

598,763

450,012
Residential

4,001,478

3,796,459
Total real estate

7,225,929

6,589,966
Consumer

1,562,172

1,510,772
Lease financing

171,373

180,040
Total loans and leases

$
12,149,711

$
11,520,378

~~Total~~balances. Income, if any, on such loans and leases ~~were $12.1 billion as of September 30, 2017, an increase of $629.3 million or 6% from December 31, 2016 with increases in all categories except commercial and industrial and lease financing.~~

Commercial and industrial loans are made primarily to corporations, middle market and small businesses for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes. We also offeris recognized on a variety of automobile dealer flooring lines to our customers in Hawaii and California to assist with the financing of their inventory. Commercial and industrial loans were $3.2 billion as of September 30, 2017, a decrease of $49.4 million or 2% from December 31, 2016. This decrease was primarily due to reductions in dealer flooring balances and paydowns in our Shared National Credits portfolio.

Commercial real estate loans are secured by first mortgages on commercial real estate at loan to value (“LTV”) ratios generally not exceeding 75% and a minimum debt service coverage ratio of 1.20 to 1. The commercial properties are predominantly developments such as retail centers, apartments, industrial properties and, to a lesser extent, specialized properties such as hotels. The primary source of repayment for investor property is cash flow from the property and for owner occupied property is the operating cash flow from the business. Commercial real estate loans were $2.6 billion as of September 30, 2017, an increase of $282.2 million or 12% from December 31, 2016. Strong demand for commercial real estate lending activities was reflective of a strong real estate market in Hawaii and the demand by both investors and owner occupants to refinance and/or to acquire new real estate assets.

Construction loans are for the purchase or construction of a property for which repayment will be generated by the property. Loans in this portfolio are primarily for the purchase of land, as well as for the development of commercial properties, single family homes and condominiums. We classify loans as construction until the completion of the construction phase. Following construction, if a loan is retained by the Bank, the loan is reclassified to the commercial real estate or residential real estate classes of loans. Construction loans were $598.8 million as of September 30, 2017, an increase of $148.8 million or 33% from December 31, 2016 as new lending opportunities continue to result from strong construction activity.

Residential real estate loans are generally secured by 1-4 unit residential properties and are underwritten using traditional underwriting systems to assess the credit risks and financial capacity and repayment ability of the consumer. Decisions are primarily based on LTV ratios, debt-to-income (“DTI”) ratios, liquidity and credit scores. LTV ratios generally do not exceed 80%, although higher levels are permitted with mortgage insurance. We offer fixed rate mortgage products and variable rate mortgage products with interest rates that are subject to change every year after the first, third, fifth or tenth year, depending on the product and are based on the London Interbank Offered Rate. Variable rate residential mortgage loans are underwritten at fully-indexed interest rates. We generally do not offer interest-only, payment-option facilities, Alt-A loans or any product with negative amortization. Residential real estate loans were $4.0 billion as of September 30, 2017, an increase of $205.0 million or 5% from December 31, 2016. Our portfolio of residential real estate loans continues to benefit from Hawaii’s strong real estate market and continued demand for new housing developments in the current low interest rate environment.

~~Table of Contents~~

Consumer loans consist primarily of open- and closed-end direct and indirect credit facilities for personal, automobile and household purchases as well as credit card loans. We seek to maintain reasonable levels of risk in consumer lending by following prudent underwriting guidelines, which include an evaluation of personal credit history, cash flow and collateral values based on existing market conditions. Consumer loans were $1.6 billion as of September 30, 2017, an increase of $51.4 million or 3% from December 31, 2016. High levels of consumer outstanding balances were reflective of a strong Hawaii economy, higher statewide personal income and lower unemployment trends. These factors contributed to higher levels of consumer spending.

Lease financing consists of commercial single investor leases and leveraged leases. Underwriting of new lease transactions is based on our lending policy, including but not limited to an analysis of customer cash flows and secondary sources of repayment, including the value of leased equipment, the guarantors’ cash flows and/or other credit enhancements. No new leveraged leases are being added to the portfolio and all remaining leveraged leases are running off. Lease financing was $171.4 million as of September 30, 2017, a decrease of $8.7 million or 5% from December 31, 2016.

See “Note 3. Loans and Leases” contained in our unaudited interim consolidated financial statements and the discussion in “Analysis of Financial Condition — Allowance for Loan and Lease Losses” in MD&A for more information on our loan and lease portfolio.

~~Tables 16 and 17 present the geographic distribution of our loan and lease portfolio as of September 30, 2017 and December 31, 2016:~~

Geographic Distribution of Loan and Lease Portfolio

Table 16

September 30, 2017

U.S.

Guam &

Foreign &

(dollars in thousands)

Hawaii

Mainland (1)

Saipan

Other

Total
Commercial and industrial

$
1,294,415

$
1,650,794

$
159,496

$
85,532

$
3,190,237
Real estate:

Commercial

1,783,711

470,436

369,628

1,913

2,625,688
Construction

395,109

170,943

32,711

—

598,763
Residential

3,851,759

3,000

146,719

—

4,001,478
Total real estate

6,030,579

644,379

549,058

1,913

7,225,929
Consumer

1,136,001

25,066

399,207

1,898

1,562,172
Lease financing

51,129

103,273

6,650

10,321

171,373
Total Loans and Leases

$
8,512,124

$
2,423,512

$
1,114,411

$
99,664

$
12,149,711
Percentage of Total Loans and Leases

70%

20%

9%

1%

100%

⁽¹⁾

For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower's business operations are conducted.

basis.

Geographic Distribution of Loan and Lease Portfolio

Table 17

December 31, 2016

U.S.

Guam &

Foreign &

(dollars in thousands)

Hawaii

Mainland (1)

Saipan

Other

Total
Commercial and industrial

$
1,301,866

$
1,679,681

$
144,130

$
113,923

$
3,239,600
Real estate:

Commercial

1,670,718

361,157

311,620

—

2,343,495
Construction

306,138

128,583

15,291

—

450,012
Residential

3,649,844

6,650

139,965

—

3,796,459
Total real estate

5,626,700

496,390

466,876

—

6,589,966
Consumer

1,107,002

28,355

372,759

2,656

1,510,772
Lease financing

53,814

106,783

8,566

10,877

180,040
Total Loans and Leases

$
8,089,382

$
2,311,209

$
992,331

$
127,456

$
11,520,378
Percentage of Total Loans and Leases

70%

20%

9%

1%

100%

⁽¹⁾

~~Table of Contents~~

Our lending activities are concentrated primarily in Hawaii. However, we also have lending activities on the U.S. mainland, Guam and Saipan. Our commercial lending activities on the U.S. mainland include automobile dealer flooring activities in California, limited participation in Shared National Credits and selective commercial real estate projects based on existing customer relationships. Our lease financing portfolio
(2) Interest income includes leveraged lease financing activities on the U.S. mainland, but this portfolio continues to run off as no new leveraged leases are being added to the portfolio. Our consumer lending activities are concentrated primarily in Hawaii and to a smaller extent Guam and Saipan.
Table 18 presents contractual loan maturity categories normally not subject to regular periodic principal reductions and sensitivities of those loans to changes in interest rates as of September 30, 2017:

Maturities for Selected Loan Categories (1)

Table 18

September 30, 2017

Due in One

Due After One

Due After

(dollars in thousands)

Year or Less

to Five Years

Five Years

Total
Commercial and industrial

$
1,189,569

$
1,621,123

$
379,545

$
3,190,237
Real estate - construction

109,207

244,822

244,734

598,763
Total Loans and Leases

$
1,298,776

$
1,865,945

$
624,279

$
3,789,000

Total of loans due after one year with:

Fixed interest rates

$
222,019

$
125,810

$
347,829
Variable interest rates

1,643,926

498,469

2,142,395
Total Loans and Leases

$
1,865,945

$
624,279

$
2,490,224
⁽¹⁾
~~Based on contractual maturities.~~
~~Credit Quality~~
We evaluate certain loans and leases, including commercial and industrial loans, commercial real estate loans and construction loans, individually for impairment and non-accrual status. A loan is considered to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. We generally place a loan on non-accrual status when management believes that collection of principal or interest has become doubtful or when a loan or lease becomes 90 days past due as to principal or interest, unless it is well secured and in the process of collection. Loans on non-accrual status are generally classified as impaired, but not all impaired loans are necessarily placed on non-accrual status. See “Note 4. Allowance for Loan and Lease Losses” contained in our unaudited interim consolidated financial statements for more information about our credit quality indicators.
For purposes of managing credit risk and estimating the Allowance, management has identified three categories of loans (commercial, residential real estate and consumer) that we use to develop our systematic methodology to determine the Allowance. The categorization of loans for the evaluation of credit risk is specific to our credit risk evaluation process and these loan categories are not necessarily the same as the loan categories used for other evaluations of our loan portfolio. See “Note 4. Allowance for Loan and Lease Losses” contained in our unaudited interim consolidated financial statements for more information about our approach to estimating the Allowance.
65
~~Table of Contents~~
The following tables and discussion address non-performing assets, loans and leases that are 90 days past due but are still accruing interest, impaired loans and loans modified in a troubled debt restructuring (“TDR”).
~~Non‑Performing Assets and Loans and Leases Past Due 90 Days or More and Still Accruing Interest~~
~~Table 19 presents information on our non-performing assets and accruing loans and leases past due 90 days or more as of September 30, 2017 and December 31, 2016:~~

Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More

Table 19

September 30,

December 31,

(dollars in thousands)

2017

2016

Non-Performing Assets

Non-Accrual Loans and Leases

Commercial Loans:

Commercial and industrial

$
2,312

$
2,730

Lease financing

—

153

Total Commercial Loans

2,312

2,883

Residential

5,562

6,547

Total Non-Accrual Loans and Leases

7,874

9,430

Other Real Estate Owned

564

329

Total Non-Performing Assets

$
8,438

$
9,759

Accruing Loans and Leases Past Due 90 Days or More

Commercial Loans:

Commercial and industrial

$
1,751

$
449

Real estate - commercial

3,247

—

Lease financing

—

83

Total Commercial Loans

4,998

532

Residential

1,055

866

Consumer

1,894

1,870

Total Accruing Loans and Leases Past Due 90 Days or More

$
7,947

$
3,268

Restructured Loans on Accrual Status and Not Past Due 90 Days or More

36,728

44,496

Total Loans and Leases

$
12,149,711

$
11,520,378

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases

0.06
%

0.08
%
Ratio of Non-Performing Assets to Total Loans and Leases and Other Real Estate Owned

0.07
%

0.08
%
Ratio of Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More to Total Loans and Leases and Other Real Estate Owned

0.13
%

0.11
%
~~Table 20 presents the activity in Non-Performing Assets (“NPAs”) for nine months ended September 30, 2017 and for the year ended December 31, 2016:~~

Non-Performing Assets

Table 20

Nine Months Ended  September 30,
(dollars in thousands)

2017

2016
Balance at beginning of period

$
9,759

$
16,775
Additions

2,405

2,406
Reductions

Payments

(1,467)

(6,566)
Return to accrual status

(996)

(1,591)
Sales of other real estate owned

(539)

(359)
Charge-offs/write-downs

(724)

(441)
Total Reductions

(3,726)

(8,957)
Balance at End of Period

$
8,438

$
10,224
The level of NPAs represents an indicator of the potential for future credit losses. NPAs consist of non-accrual loans and leases and other real estate owned. Changes in the level of non-accrual loans and leases typically represent increases for loans and leases that reach a specified past due status, offset by reductions for loans and leases that are charged-off, paid down, sold, transferred to other real estate owned or are no longer classified as non-accrual because they have returned to accrual status as a result of continued performance and an improvement in the borrower’s financial condition and loan repayment capabilities.
66
~~Table of Contents~~
Total NPAs were $8.4 million as of September 30, 2017, a decrease of $1.3 million or 14% from December 31, 2016. The ratio of our NPAs to total loans and leases and other real estate owned was 0.07% as of September 30, 2017, a decrease of onetaxable-equivalent basis point from December 31, 2016. The decrease in total NPAs was primarily due to a $1.0 million decrease in residential real estate non-accrual loans and a $0.4 million decrease in commercial and industrial non-accrual loans.
The largest component of our NPAs continues to be residential real estate loans. The level of these NPAs can remain elevated due to a lengthy judicial foreclosure process in Hawaii. As of September 30, 2017, residential real estate non-accrual loans were $5.6 million, a decrease of $1.0 million or 15% from December 31, 2016. As of September 30, 2017, our residential real estate non-accrual loans were comprised of 38 loans with a weighted average current loan-to-value (“LTV”) ratio of 69%.
~~Commercial and industrial non-accrual loans were $2.3 million as of September 30, 2017, a decrease~~adjustments of $0.4 million ~~or 15% from December 31, 2016. All of our remaining commercial~~ and ~~industrial non-accrual loans were individually evaluated for impairment and we have already taken $0.8 million in charge-offs related to these loans.~~
Other real estate owned represents property acquired as the result of borrower defaults on loans. Other real estate owned is recorded at fair value, less estimated selling costs, at the time of foreclosure. On an ongoing basis, properties are appraised as required by market conditions and applicable regulations. Other real estate owned was $0.6 million and $0.3 million as of September 30, 2017 and December 31, 2016, respectively, and was comprised of two residential real estate properties as of September 30, 2017 and one residential real estate property as of December 31, 2016.
We attribute the lower level of NPAs to strong general economic conditions in Hawaii, led by strong tourism and construction industries, relatively low unemployment and rising real estate prices. We have also continued to remain diligent in our collection and recovery efforts and have continued to seek new lending opportunities while maintaining sound judgment and underwriting practices.
~~Loans and Leases Past Due 90 Days or More and Still Accruing Interest.~~ Loans and leases in this category are 90 days or more past due, as to principal or interest, and are still accruing interest because they are well secured and in the process of collection and are reasonably expected to result in repayment.
Loans and leases past due 90 days or more and still accruing interest were $7.9 million as of September 30, 2017, an increase of $4.7 million or 143% as compared to December 31, 2016. Commercial and industrial loans that were past due 90 days or more and still accruing interest increased by $1.3 million and commercial real estate loans that were past due 90 days or more and still accruing interest increased by $3.2 million during the nine months ended September 30, 2017.
~~Impaired Loans.~~ A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been modified in a TDR, the contractual terms of the loan agreement refers to the contractual terms specified by the original loan agreement, not the contractual terms specified by the modified loan agreement.
Impaired loans were $45.3 million and $59.4 million as of September 30, 2017 and December 31, 2016, respectively. These impaired loans had a related Allowance of $0.6 million and $1.1 million as of September 30, 2017 and December 31, 2016, respectively. The decrease in impaired loans during the nine months ended September 30, 2017 was primarily due a net decrease of four commercial and industrial loans totaling $8.3 million, a decrease of one commercial real estate loan of $3.5 million and a net decrease of eight residential real estate loans totaling $2.1 million. The impaired loan balance is further decreased by charge-offs and paydowns. As of September 30, 2017 and December 31, 2016, we recorded charge-offs of $1.7 million and $2.0 million, respectively, related to our total impaired loans. Our impaired loans are considered in management’s assessment of the overall adequacy of the Allowance.
~~If interest due on the balances of all non-accrual loans as of September 30, 2017 had been accrued under the original terms, approximately~~ nil and $0.2 million in additional interest income would have been recorded in the three and nine months ended September 30, 2017, respectively, compared to $0.5 million and $1.8 million actually recorded as interest income on those loans, respectively. If interest due on the balances of all non-accrual loans as of September 30, 2016 had been accrued under the original terms, approximately nil and $0.2 million in additional interest income would have been recorded for the three and nine months ended September 30, 2016, compared to $0.8 million and $2.6 million, respectively, actually recorded as interest income on those loans.
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~~Table of Contents~~
~~Loans Modified in a Troubled Debt Restructuring~~
~~Table 21 presents information on loans whose terms have been modified in a TDR as of September 30, 2017 and December 31, 2016:~~

Loans Modified in a Troubled Debt Restructuring

Table 21

September 30,

December 31,
(dollars in thousands)

2017

2016
Commercial and industrial

$
16,911

$
24,842
Real estate - commercial

9,061

12,546
Total commercial

25,972

37,388
Residential

12,470

13,813
Total

$
38,442

$
51,201
Loans modified in a TDR were $38.4 million as of September 30, 2017, a decrease of $12.8 million or 25% from December 31, 2016. This decrease was primarily due to the net decrease of three commercial and industrial loans of $6.9 million, a decrease of one commercial real estate loan of $2.9 million and the net decrease of four residential real estate loans of $1.0 million. As of September 30, 2017, $36.7 million or 96% of our loans modified in a TDR were performing in accordance with their modified contractual terms and were on accrual status.
Generally, loans modified in a TDR are returned to accrual status after the borrower has demonstrated performance under the modified terms by making six consecutive payments. See ‘‘Note 4. Allowance for Loan and Lease Losses’’ contained in our unaudited interim consolidated financial statements for more information and a description of the modification programs that we currently offer to our customers.
~~Allowance for Loan and Lease Losses~~
We maintain the Allowance at a level which, in our judgment, is adequate to absorb probable losses that have been incurred in our loan and lease portfolio as of the balance sheet date. The Allowance consists of two components, allocated and unallocated. The allocated portion of the Allowance includes reserves that are allocated based on impairment analyses of specific loans or pools of loans. The unallocated component of the Allowance incorporates our judgment of the determination of the risks inherent in the loan and lease portfolio, economic uncertainties and imprecision in the estimation process. Although we determine the amount of each component of the Allowance separately, the Allowance as a whole was considered appropriate by management as of September 30, 2017 and December 31, 2016 based on our ongoing analysis of estimated probable loan and lease losses, credit risk profiles, economic conditions, coverage ratios and other relevant factors.
68
~~Table of Contents~~
~~Table 22 presents an analysis of our Allowance for the periods indicated:~~

Allowance for Loan and Lease Losses

Table 22

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

2017

2016

2017

2016

Balance at Beginning of Period

$
136,883

$
136,360

$
135,494

$
135,484

Loans and Leases Charged-Off

Commercial Loans:

Commercial and industrial

(408)

(210)

(1,338)

(348)

Lease financing

(1)

—

(147)

—

Total Commercial Loans

(409)

(210)

(1,485)

(348)

Residential

(293)

(268)

(315)

(796)

Consumer

(6,263)

(4,878)

(17,086)

(13,379)

Total Loans and Leases Charged-Off

(6,965)

(5,356)

(18,886)

(14,523)

Recoveries on Loans and Leases Previously Charged-Off

Commercial Loans:

Commercial and industrial

582

6

825

228

Real estate - commercial

336

42

468

3,288

Lease financing

—

—

—

1

Total Commercial Loans

918

48

1,293

3,517

Residential

139

350

610

1,116

Consumer

1,852

1,523

5,416

4,731

Total Recoveries on Loans and Leases Previously Charged-Off

2,909

1,921

7,319

9,364

Net Loans and Leases Charged-Off

(4,056)

(3,435)

(11,567)

(5,159)

Provision for Loan and Lease Losses

4,500

2,100

13,400

4,700

Balance at End of Period

$
137,327

$
135,025

$
137,327

$
135,025

Average Loans and Leases Outstanding

$
12,115,001

$
11,261,710

$
11,868,917

$
11,055,522

Ratio of Net Loans and Leases Charged-Off to Average Loans and Leases Outstanding (1)

0.13
%

0.12
%

0.13
%

0.06
%
Ratio of Allowance for Loan and Lease Losses to Loans and Leases Outstanding

1.13
%

1.18
%

1.13
%

1.18
%
~~(1)Annualized for the three and nine months ended September 30, 2017 and 2016.~~
Tables 23 and 24 present the allocation of the Allowance by loan and lease category, in both dollars and as a percentage of total loans and leases outstanding as of September 30, 2017 and December 31, 2016:

Allocation of the Allowance by Loan and Lease Category

Table 23

September 30,

December 31,
(dollars in thousands)

2017

2016
Commercial and industrial

$
31,838

$
33,129
Real estate - commercial

20,581

18,448
Real estate - construction

5,824

4,513
Lease financing

820

847
Total commercial

59,063

56,937
Residential

44,877

43,436
Consumer

28,599

28,388
Unallocated

4,788

6,733
Total Allowance for Loan and Lease Losses

$
137,327

$
135,494
69
~~Table of Contents~~

Allocation of the Allowance by Loan and Lease Category (as a percentage of total loans and leases outstanding)

Table 24

September 30,

December 31,

2017

2016

Allocated

Loan category

Allocated

Loan category

Allowance as

as % of total

Allowance as

as % of total

% of loan or

loans and

% of loan or

loans and


lease category

leases

lease category

leases

Commercial and industrial

1.00
%
26.26
%
1.02
%
28.12
%
Real estate - commercial

0.78

21.61

0.79

20.34

Real estate - construction

0.97

4.93

1.00

3.91

Lease financing

0.48

1.41

0.47

1.56

Total commercial

0.90

54.21

0.92

53.93

Residential

1.12

32.93

1.14

32.96

Consumer

1.83

12.86

1.88

13.11

Total

1.13
%
100.00
%
1.18
%
100.00
%
As of September 30, 2017, the Allowance was $137.3 million or 1.13% of total loans and leases outstanding, compared with an Allowance of $135.5 million or 1.18% of total loans and leases outstanding as of December 31, 2016. The level of the Allowance was commensurate with our stable credit risk profile, loan portfolio growth and composition and a strong Hawaii economy.
~~Net charge-offs of loans and leases were $4.0 million or 0.13% of total average loans and leases, on an annualized basis,~~ for the three months ended ~~September 30, 2017 compared to $3.4 million or 0.12% of total average loans~~March 31, 2021 and leases, on an annualized basis, for the three months ended September 30, 2016. Net recoveries in our commercial lending portfolio were $0.5 million for the three months ended September 30, 2017 compared to net charge-offs of $0.2 million for the three months ended September 30, 2016. Net charge-offs in our residential lending portfolio were $0.2 million for the three months ended September 30, 2017 compared to nominal net recoveries for the three months ended September 30, 2016. Net charge-offs in our consumer lending portfolio were $4.4 million for the three months ended September 30, 2017 compared to net charge-offs of $3.4 million for the three months ended September 30, 2016. These higher loss rates reflect the inherent risk related to our consumer lending portfolio.
Net charge-offs of loans and leases were $11.6 million or 0.13% of total average loans and leases, on an annualized basis, for the nine months ended September 30, 2017 compared to $5.2 million or 0.06% of total average loans and leases, on an annualized basis, for the nine months ended September 30, 2016.  Net charge-offs in our commercial lending portfolio were $0.2 million for the nine months ended September 30, 2017 compared to net recoveries of $3.2 million for the nine months ended September 30, 2016. Our net recovery position for the nine months ended September 30, 2016 was primarily due to a $3.2 million recovery on a previously charged-off commercial real estate loan. Net recoveries in our residential lending portfolio were $0.3 million for both the nine months ended September 30, 2017 and 2016. Our net recovery position in this portfolio segment is largely attributable to rising real estate prices in Hawaii. Net charge-offs in our consumer lending portfolio were $11.7 million for the nine months ended September 30, 2017 compared to $8.6 million for the nine months ended September 30, 2016. These higher loss rates reflect the inherent risk related to our consumer lending portfolio.
As of September 30, 2017, the allocation of the Allowance to our commercial, residential and consumer loans was comparable to the respective allocations as of December 31, 2016. See “Note 4. Allowance for Loan and Lease Losses” contained in our unaudited interim consolidated financial statements for more information on the Allowance.
~~Goodwill~~
Goodwill was $995.5 million as of September 30, 2017 and December 31, 2016. Our goodwill originates from the acquisition of BancWest by BNPP in December of 2001. Goodwill generated in that acquisition was recorded on the balance sheet of First Hawaiian Bank, as a result of push down accounting treatment, and remains on our consolidated balance sheets. Goodwill is not amortized but is subject, at a minimum, to annual tests for impairment at a reporting unit level. Determining the amount of goodwill impairment, if any, includes assessing the current implied fair value of the reporting unit as if it were being acquired in a business combination and comparing it to the carrying amount of the reporting unit’s goodwill. There was no impairment in our goodwill for the three and nine months ended September 30, 2017. Future events that could cause a significant decline in our expected future cash flows or a significant adverse change in our business or the business climate may necessitate taking charges in future reporting periods related to the impairment of our goodwill and other intangible assets.
70
~~Table of Contents~~
2020, respectively.

Table of Contents


Analysis of Change in Net Interest Income						Table 5
	Three Months Ended March 31, 2021
	Compared to March 31, 2020
(dollars in millions)	Volume		Rate		Total ⁽¹⁾
Change in Interest Income:
Interest-Bearing Deposits in Other Banks	$	0.7	$	(2.1)	$	(1.4)
Available-for-Sale Investment Securities
Taxable		8.2		(7.3)		0.9
Non-Taxable		1.3		—		1.3
Total Available-for-Sale Investment Securities		9.5		(7.3)		2.2
Other Assets		2,174.6						2,171.7
Total Assets	$	22,944.7					$	20,313.3

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	5,975.1	$	0.6	0.04	%	$	5,090.4	$	3.3	0.26	%
Money Market		3,530.0		0.4	0.05			3,064.8		4.6	0.61
Time		2,288.5		3.0	0.53			2,534.7		7.7	1.23
Total Interest-Bearing Deposits		11,793.6		4.0	0.14			10,689.9		15.6	0.59
Short-Term Borrowings		—		—	—			401.7		2.8	2.88
Long-Term Borrowings		200.0		1.4	2.76			200.0		1.4	2.77
Total Interest-Bearing Liabilities		11,993.6		5.4	0.18			11,291.6		19.8	0.71
Net Interest Income			$	129.6					$	138.7
Interest Rate Spread					2.48	%					2.86	%
Net Interest Margin					2.55	%					3.12	%
Noninterest-Bearing Demand Deposits		7,709.5						5,853.4
Other Liabilities		513.9						507.5
Stockholders' Equity		2,727.7						2,660.8
Total Liabilities and Stockholders' Equity	$	22,944.7					$	20,313.3

(1)	Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.

(2)	Interest income includes taxable-equivalent basis adjustments of $0.4 million and nil for the three months ended March 31, 2021 and 2020, respectively.

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Analysis of Change in Net Interest Income						Table 5
	Three Months Ended March 31, 2021
	Compared to March 31, 2020
(dollars in millions)	Volume		Rate		Total ⁽¹⁾
Change in Interest Income:
Interest-Bearing Deposits in Other Banks	$	0.7	$	(2.1)	$	(1.4)
Available-for-Sale Investment Securities
Taxable		8.2		(7.3)		0.9
Non-Taxable		1.3		—		1.3
Total Available-for-Sale Investment Securities		9.5		(7.3)		2.2
Loans and Leases
Commercial and industrial		2.0		(6.2)		(4.2)
Commercial real estate		(0.5)		(9.2)		(9.7)
Construction		1.8		(1.7)		0.1
Residential:
Residential mortgage		(0.3)		(2.7)		(3.0)
Home equity line		(0.5)		(1.5)		(2.0)
Consumer		(4.0)		(1.3)		(5.3)
Lease financing		0.1		0.1		0.2
Total Loans and Leases		(1.4)		(22.5)		(23.9)
Other Earning Assets		0.1		(0.5)		(0.4)
Total Change in Interest Income		8.9		(32.4)		(23.5)

Change in Interest Expense:
Interest-Bearing Deposits
Savings		0.5		(3.2)		(2.7)
Money Market		0.6		(4.8)		(4.2)
Time		(0.7)		(4.0)		(4.7)
Total Interest-Bearing Deposits		0.4		(12.0)		(11.6)
Short-term Borrowings		(1.4)		(1.4)		(2.8)
Total Change in Interest Expense		(1.0)		(13.4)		(14.4)
Change in Net Interest Income	$	9.9	$	(19.0)	$	(9.1)

(1)	The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.

Net interest income, on a fully taxable-equivalent basis, was $129.6 million for the three months ended March 31, 2021, a decrease of $9.1 million or 7% compared to the same period in 2020. Our net interest margin was 2.55% for the three months ended March 31, 2021, a decrease of 57 basis points from the same period in 2020. The decrease in net interest income, on a fully taxable-equivalent basis, was primarily due to lower yields in most loan categories and lower yields in our investment securities portfolio, partially offset by lower deposit funding costs and higher average balances in our investment securities portfolio during the three months ended March 31, 2021. Yields on our loans and leases were 3.39% for the three months ended March 31, 2021, a decrease of 72 basis points as compared to the same period in 2020. We experienced a decrease in our yields from total loans primarily due to decreases in adjustable rate commercial and industrial and commercial real estate loans, which are typically based on the LIBOR. Decreases in the yield on commercial and industrial loans also stemmed from our participation in the PPP, as these loans have a fixed interest rate of one percent per annum. For the three months ended March 31, 2021, the average balance of our investment securities portfolio increased $2.2 billion or 54% to $6.2 billion. The yield in our investment securities portfolio was 1.50% for the three months ended March 31, 2021, a decrease of 60 basis points from the same period in 2020. Deposit funding costs were $4.0 million for the three months ended March 31, 2021, a decrease of $11.6 million or 74% compared to the same period in 2020. Rates paid on our interest-bearing deposits were 14 basis points for the three months ended March 31, 2021, a decrease of 45 basis points compared to the same period in 2020.

The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is affected by changes in the prime interest rate. The prime rate began in 2020 at 4.75%. During 2020, the prime rate decreased 150 basis points in March to end the first quarter at 3.25%, where it remained as at the end of the first quarter of 2021. As noted above, our loan portfolio is also impacted by changes in the LIBOR. At March 31, 2021, the one-month and three-month U.S. dollar LIBOR interest rates were 0.11% and 0.19%, respectively, while at March 31, 2020, the one-month and three-month U.S. dollar LIBOR interest rates were 0.14% and 0.24%, respectively. The target range for the federal funds rate, which is the cost of immediately available overnight funds, began 2020 at 1.50% to 1.75%. During 2020, the target range for the federal funds rate decreased 150 basis points in March to end the first quarter

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at 0.00% to 0.25%, where it remained as at the end of the first quarter of 2021. In March 2021, the Federal Reserve indicated that it expects to maintain the targeted federal funds rate at current levels through 2022. The decrease in the target range for the federal funds rate in 2020 was largely an emergency measure by the Federal Reserve aimed at mitigating the economic impact of COVID-19.

Provision for Credit Losses

The Provision was nil for the three months ended March 31, 2021, which represented a decrease of $41.2 million compared to the same period in 2020. The decrease in the Provision was primarily due to an adjustment during the three months ended March 31, 2020, which stemmed from higher expected credit losses as a result of COVID-19 and its impact on Hawaii’s economy, key industries, businesses and our customers. In comparison, recording nil for the Provision for the three months ended March 31, 2021 stemmed from a decrease in the expected credit losses in the commercial real estate portfolio. We recorded net charge-offs of loans and leases of $4.6 million and $6.1 million for the three months ended March 31, 2021 and 2020, respectively. This represented charge-offs of 0.14% and 0.19% of average loans and leases, on an annualized basis, for the three months ended March 31, 2021 and 2020, respectively. The ACL was $200.4 million as of March 31, 2021, a decrease of $8.1 million or 4% from December 31, 2020 and represented 1.51% of total outstanding loans and leases as of March 31, 2021 compared to 1.57% of total outstanding loans and leases as of December 31, 2020. The reserve for unfunded commitments was $34.1 million as of March 31, 2021, compared to $30.6 million as of December 31, 2020. The Provision is recorded to maintain the ACL and the reserve for unfunded commitments at levels deemed adequate by management based on the factors noted in the “Risk Governance and Quantitative and Qualitative Disclosures About Market Risk — Credit Risk” section of this MD&A.

Noninterest Income

Table 6 presents the major components of noninterest income for the three months ended March 31, 2021 and 2020:


Noninterest Income							Table 6
	Three Months Ended
	March 31,				Dollar		Percent
(dollars in thousands)	2021		2020		Change		Change
Service charges on deposit accounts	$	6,718	$	8,950	$	(2,232)	(25)	%
Credit and debit card fees		14,551		14,949		(398)	(3)
Other service charges and fees		8,846		8,539		307	4
Trust and investment services income		8,492		9,591		(1,099)	(11)
Bank-owned life insurance		2,389		2,260		129	6
Investment securities gains, net		—		85		(85)	n/m
Other		2,872		4,854		(1,982)	(41)
Total noninterest income	$	43,868	$	49,228	$	(5,360)	(11)	%

n/m – Denotes a variance that is not a meaningful metric to inform the change in noninterest income for the three months ended March 31, 2021 to the same period in 2020.

Total noninterest income was $43.9 million for the three months ended March 31, 2021, a decrease of $5.4 million or 11% as compared to the same period in 2020.

Service charges on deposit accounts were $6.7 million for the three months ended March 31, 2021, a decrease of $2.2 million or 25% as compared to the same period in 2020. This decrease was primarily due to a $1.4 million decrease in overdraft and checking account fees, a $0.4 million decrease in account analysis service charges and a $0.3 million decrease in checking account service fees.

Credit and debit card fees were $14.6 million for the three months ended March 31, 2021, a decrease of $0.4 million or 3% as compared to the same period in 2020.

Other service charges and fees were $8.8 million for the three months ended March 31, 2021, an increase of $0.3 million or 4% as compared to the same period in 2020.

Trust and investment services income was $8.5 million for the three months ended March 31, 2021, a decrease of $1.1 million or 11% as compared to the same period in 2020. This decrease was due to a $0.7 million decrease in business cash management fees, a $0.2 million decrease in tax services fees and a $0.2 million decrease in trust service fees.

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BOLI income was $2.4 million for the three months ended March 31, 2021, an increase of $0.1 million or 6% as compared to the same period in 2020.

Net gains on the sale of investment securities were nil for the three months ended March 31, 2021, a decrease of $0.1 million as compared to the same period in 2020.

Other noninterest income was $2.9 million for the three months ended March 31, 2021, a decrease of $2.0 million or 41% as compared to the same period in 2020. This decrease was primarily due to a $1.4 million decrease in customer-related interest rate swap fees and a $1.1 million decrease in market value adjustments on mutual funds purchased, partially offset by a $0.7 million increase in volume-based incentives.

Noninterest Expense

Table 7 presents the major components of noninterest expense for the three months ended March 31, 2021 and 2020:


Noninterest Expense							Table 7
	Three Months Ended
	March 31,				Dollar		Percentage
(dollars in thousands)	2021		2020		Change		Change
Salaries and employee benefits	$	43,936	$	44,829	$	(893)	(2)	%
Contracted services and professional fees		17,188		16,055		1,133	7
Occupancy		7,170		7,243		(73)	(1)
Equipment		5,491		4,708		783	17
Regulatory assessment and fees		2,034		1,946		88	5
Advertising and marketing		1,591		1,823		(232)	(13)
Card rewards program		4,835		7,015		(2,180)	(31)
Other		14,061		12,847		1,214	9
Total noninterest expense	$	96,306	$	96,466	$	(160)	—	%

Total noninterest expense was $96.3 million for the three months ended March 31, 2021, a decrease of $0.2 million as compared to the same period in 2020.

Salaries and employee benefits expense was $43.9 million for the three months ended March 31, 2021, a decrease of $0.9 million or 2% as compared to the same period in 2020. This was primarily due to a $4.3 million increase in payroll and benefit costs being deferred as loan origination costs and a $0.4 million decrease in incentive compensation. This was partially offset by a $1.4 million increase in other compensation, a $1.0 million increase in base salaries and related payroll taxes, a $0.7 million increase in temporary help expenses and a $0.4 million increase in retirement plan expenses.

Contracted services and professional fees were $17.2 million for the three months ended March 31, 2021, an increase of $1.1 million or 7% as compared to the same period in 2020. This increase was primarily due to a $1.0 million increase in outside services, primarily attributable to marketing and new customer services, and a $0.3 million increase in contracted data processing expenses, primarily related to system upgrades and product enhancements.

Occupancy expense was $7.2 million for three months ended March 31, 2021, a decrease of $0.1 million or 1% as compared to the same period in 2020.

Equipment expense was $5.5 million for the three months ended March 31, 2021, an increase of $0.8 million or 17% as compared to the same period in 2020. This increase was primarily due to a $0.6 million increase in technology-related license and maintenance fees and a $0.3 million increase in furniture and equipment depreciation expense.

Regulatory assessment and fees were $2.0 million for the three months ended March 31, 2021, an increase of $0.1 million or 5% as compared to the same period in 2020.

Advertising and marketing expense was $1.6 million for the three months ended March 31, 2021, a decrease of $0.2 million or 13% as compared to the same period in 2020.

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Card rewards program expense was $4.8 million for the three months ended March 31, 2021, a decrease of $2.2 million or 31% as compared to the same period in 2020. This decrease was primarily due to a $1.8 million decrease in priority rewards card redemptions and a $0.3 million decrease in credit card cash reward redemptions, as a result of decreased activity due to COVID-19 and its impact on our customers.

Other noninterest expense was $14.1 million for the three months ended March 31, 2021, an increase of $1.2 million or 9% as compared to the same period in 2020. This increase was primarily due to a $1.1 million increase in software depreciation, partially offset by a $0.3 million decrease in pension-related expenses.

Provision for Income Taxes

The provision for income taxes was $19.0 million (an effective tax rate of 24.80%) for the three months ended March 31, 2021, compared with the provision for income taxes of $11.4 million (an effective tax rate of 22.65%) for the same period in 2020. The increase in the effective tax rate was primarily from the recognition of a tax benefit for the period ended March 31, 2020, due to a state tax settlement with BNP Paribas USA, Inc. related to periods during which the Company was included in the state combined returns of BNP Paribas USA, Inc. A similar tax benefit was not recognized during the three months ended March 31, 2021.

Analysis of Business Segments

Our business segments are Retail Banking, Commercial Banking and Treasury and Other. Table 8 summarizes net income from our business segments for the three months ended March 31, 2021 and 2020. Additional information about operating segment performance is presented in “Note 17. Reportable Operating Segments” contained in our unaudited interim consolidated financial statements.


Business Segment Net Income				Table 8
	Three Months Ended
	March 31,
(dollars in thousands)	2021		2020
Retail Banking	$	46,637	$	27,027
Commercial Banking		21,362		7,276
Treasury and Other		(10,306)		4,562
Total	$	57,693	$	38,865

Retail Banking. Our Retail Banking segment includes the financial products and services we provide to consumers, small businesses and certain commercial customers. Loan and lease products offered include residential and commercial mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans and small business loans and leases. Deposit products offered include checking, savings and time deposit accounts. Our Retail Banking segment also includes our wealth management services.

Net income for the Retail Banking segment was $46.6 million for the three months ended March 31, 2021, an increase of $19.6 million or 73% as compared to the same period in 2020. The increase in net income for the Retail Banking segment was primarily due to a $21.5 million decrease in the Provision and a $11.0 million increase in net interest income, partially offset by a $8.0 million increase in the provision for income taxes, a $2.8 million decrease in noninterest income and a $2.2 million increase in noninterest expense. The decrease in the Provision was primarily due to the adjustment during the three months ended March 31, 2020 stemming from higher expected credit losses as a result of COVID-19 and the expected impact that it would have on our customers. The increase in net interest income was primarily due to an increase in loan fees and lower transfer pricing charges as a result of lower average yields in our loan portfolio. The increase in the provision for income taxes was primarily due to the increase in pretax income. The decrease in noninterest income was primarily due to decreases in overdraft and checking account fees and trust and investment services income. The increase in noninterest expense was primarily due to higher overall expenses that were allocated to the Retail Banking segment, partially offset by a decrease in salaries and benefits expense.

Commercial Banking. Our Commercial Banking segment includes our corporate banking, commercial real estate loans, commercial lease financing, automobile loans and auto dealer financing, business deposit products and credit cards that we provide primarily to middle market and large companies in Hawaii, Guam, Saipan and California.

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Net income for the Commercial Banking segment was $21.4 million for the three months ended March 31, 2021, an increase of $14.1 million as compared to the same period in 2020. The increase in net income for the Commercial Banking segment was primarily due to a $22.8 million decrease in the Provision, partially offset by a $4.3 million increase in the provision for income taxes, a $2.6 million decrease in net interest income and a $1.8 million decrease in noninterest income. The decrease in the Provision was primarily due to the adjustment related to COVID-19 in 2020 and the expected impact that it would have on our customers. The increase in the provision for income taxes was primarily due to the increase in pretax income. The decrease in net interest income was primarily due to a decrease in credit card loan income. The decrease in noninterest income was primarily due to a decrease in customer-related interest rate swap fees.

Treasury and Other. Our Treasury and Other segment includes our treasury business, which consists of corporate asset and liability management activities, including interest rate risk management. The assets and liabilities (and related interest income and expense) of our treasury business consist of interest-bearing deposits, investment securities, federal funds sold and purchased, government deposits, short- and long-term borrowings and bank-owned properties. Our primary sources of noninterest income are from bank-owned life insurance, net gains from the sale of investment securities, foreign exchange income related to customer driven currency requests from merchants and island visitors and management of bank-owned properties in Hawaii and Guam. The net residual effect of the transfer pricing of assets and liabilities is included in Treasury and Other, along with the elimination of intercompany transactions.

Net loss for the Treasury and Other segment was $10.3 million for the three months ended March 31, 2021, an increase in loss of $14.9 million as compared to the same period in 2020. The increase in the net loss was primarily due to a $17.9 million increase in net interest expense and a $3.1 million increase in the Provision, partially offset by a $4.7 million increase in the benefit for income taxes and a $2.4 million decrease in noninterest expense. The increase in net interest expense was primarily due to lower earnings credits as a result of lower average yields in our loan portfolio, partially offset by a decrease in transfer pricing charges as a result of lower yields on our deposit portfolio. The increase in the Provision was primarily due to the increase in the reserve for unfunded commitments. The increase in the benefit for income taxes was primarily due to the increase in pretax loss. The decrease in noninterest expense was primarily due to lower overall expenses that were allocated to the Treasury and Other segment, partially offset by increases in salaries and employee benefits expense, software depreciation, contracted services and professional fees, equipment expense, supplies and pension-related expenses.

Analysis of Financial Condition

Liquidity

Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements and off-balance sheet funding commitments. We consider and comply with various regulatory and internal guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability and off-balance sheet positions. The Company’s Asset Liability Management Committee (“ALCO”) monitors sources and uses of funds and modifies asset and liability positions as liquidity requirements change. This process, combined with our ability to raise funds in money and capital markets and through private placements, provides flexibility in managing the exposure to liquidity risk.

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Immediate liquid resources are available in cash, which is primarily on deposit with the Federal Reserve Bank of San Francisco (the “FRB”). As of March 31, 2021 and December 31, 2020, cash and cash equivalents were $1.3 billion and $1.0 billion, respectively. Potential sources of liquidity also include investment securities in our available-for-sale portfolio. The carrying value of our available-for-sale investment securities were $6.7 billion and $6.1 billion as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, we maintained our excess liquidity primarily in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. As of March 31, 2021, our available-for-sale investment securities portfolio was comprised of securities with a weighted average life of approximately 5.4 years. These funds offer substantial resources to meet either new loan demand or to help offset reductions in our deposit funding base. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the FHLB and the FRB. As of March 31, 2021, we have borrowing capacity of $2.0 billion from the FHLB and $1.2 billion from the FRB based on the amount of collateral pledged.

Our core deposits have historically provided us with a long-term source of stable and relatively lower cost of funding. Our core deposits, defined as all deposits exclusive of time deposits exceeding $250,000, totaled $19.0 billion and $17.9 billion as of March 31, 2021 and December 31, 2020, which represented 94% and 93%, respectively, of our total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company, however, deposit levels could decrease if interest rates increase significantly or if corporate customers increase investing activities and reduce deposit balances.

The Company’s routine funding requirements are expected to consist primarily of general corporate needs and capital to be returned to our shareholders. We expect to meet these obligations from dividends paid by the Bank to the Parent. Additional sources of liquidity available to us include selling residential real estate loans in the secondary market, taking out short- and long-term borrowings and issuing long-term debt and equity securities. At the start of the pandemic, we increased our liquidity position through additional public time deposits in anticipation of a surge in funding needs due to our participation in the PPP and other additional liquidity needs. While our public time deposits have since decreased from the fourth quarter of 2020, we have continued to maintain strong levels of liquidity as of March 31, 2021.

Investment Securities

Table 9 presents the estimated fair value of our available-for-sale investment securities portfolio as of March 31, 2021 and December 31, 2020:


Investment Securities				Table 9
	March 31,		December 31,
(dollars in thousands)	2021		2020
U.S. Treasury and government agency debt securities	$	175,724	$	171,421
Mortgage-backed securities:
Residential - Government agency		133,894		160,462
Residential - Government-sponsored enterprises		800,920		447,200
Commercial - Government agency		527,516		599,650
Commercial - Government-sponsored enterprises		1,134,175		932,157
Collateralized mortgage obligations:
Government agency		1,845,098		1,933,553
Government-sponsored enterprises		2,075,152		1,826,972
Total available-for-sale securities	$	6,692,479	$	6,071,415

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Table 10 presents the maturity distribution at amortized cost and weighted-average yield to maturity of our available-for-sale investment securities portfolio as of March 31, 2021:

Maturities and Weighted-Average Yield on Securities⁽¹⁾

Table 10

1 Year or Less

After 1 Year - 5 Years

After 5 Years - 10 Years

Over 10 Years

Total

Weighted

Average

Fair

(dollars in millions)

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Value

As of March 31, 2021

Available-for-sale securities

U.S. Treasury and government agency debt securities

—

41.5

0.84

84.0

1.03

52.2

1.66

177.7

1.17

175.7

Mortgage-backed securities⁽²⁾:

Residential - Government agency

—

129.9

2.34

—

129.9

2.34

133.9

Residential - Government-sponsored enterprises

—

288.1

2.36

509.3

1.28

—

797.4

1.68

800.9

Commercial - Government agency

—

444.6

2.11

78.7

1.76

—

523.3

2.06

527.5

Commercial - Government-sponsored enterprises

—

68.3

1.96

632.9

1.48

478.8

1.67

1,180.0

1.58

1,134.2

Collateralized mortgage obligations⁽²⁾:

Government agency

35.0

1.87

1,407.4

1.71

375.8

1.18

—

1,818.2

1.60

1,845.1

Government-sponsored enterprises

49.7

2.07

1,102.7

1.29

929.5

1.37

—

2,081.9

1.34

2,075.2

Total available-for-sale securities as of March 31, 2021

84.7

1.99

3,482.5

1.70

2,610.2

1.35

531.0

1.67

6,708.4

1.57

6,692.5

(1)	Weighted-average yields were ~~$343.8~~computed on a fully taxable-equivalent basis.

(2)	Maturities for mortgage-backed securities and collateralized mortgage obligations anticipate future prepayments.

The fair value of our available-for-sale investment securities portfolio was $6.7 billion as of March 31, 2021, an increase of $621.1 million or 10% compared to December 31, 2020. Our available-for-sale investment securities are carried at fair value with changes in fair value reflected in other comprehensive income or through the Provision.

As of March 31, 2021, we maintained all of our investment securities in the available-for-sale category recorded at fair value in the unaudited interim consolidated balance sheets, with $3.9 billion invested in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. Our available-for-sale portfolio also included $2.6 billion in mortgage-backed securities issued by Ginnie Mae, Freddie Mac, Fannie Mae and Municipal Housing Authorities and $175.7 million in debt securities issued by the U.S Treasury and government agencies (US International Development Finance Corporation bonds).

Gross unrealized gains in our investment securities portfolio were $70.5 million and $97.1 million as of March 31, 2021 and December 31, 2020, respectively. Gross unrealized losses in our investment securities portfolio were $86.4 million and $10.7 million as of March 31, 2021 and December 31, 2020, respectively. The increase in unrealized loss in our investment securities portfolio was primarily due to higher market interest rates as of March 31, 2021, relative to December 31, 2020, resulting in a lower valuation. The increase in unrealized loss positions was primarily related to our commercial mortgage-backed securities, mortgage-backed securities and collateralized mortgage obligations, the fair values of which are sensitive to changes in market interest rates.

We conduct a regular assessment of our investment securities portfolio to determine whether any securities are impaired. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and the ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through the ACL is recognized in other comprehensive income. For the three months ended March 31, 2021, we did not record any credit losses related to our investment securities portfolio.

We are required to hold non-marketable equity securities, comprised of FHLB stock, as a condition of our membership in the FHLB system. Our FHLB stock is accounted for at cost, which equals par or redemption value. As of both March 31, 2021 and December 31, 2020, we held FHLB stock of $18.1 million, which is recorded as a component of other assets in our unaudited interim consolidated balance sheets.

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See “Note 2. Investment Securities” contained in our unaudited interim consolidated financial statements for more information on our investment securities portfolio.

Loans and Leases

Table 11 presents the composition of our loan and lease portfolio by major categories as of March 31, 2021 and December 31, 2020:


Loans and Leases				Table 11
	March 31,		December 31,
(dollars in thousands)	2021		2020
Commercial and industrial:
Commercial and industrial excluding Paycheck Protection Program loans	$	1,962,672	$	2,218,266
Paycheck Protection Program loans		1,158,764		801,241
Total commercial and industrial		3,121,436		3,019,507
Commercial real estate		3,396,233		3,392,676
Construction		739,271		735,819
Residential:
Residential mortgage		3,715,676		3,690,218
Home equity line		805,746		841,624
Total residential		4,521,422		4,531,842
Consumer		1,283,779		1,353,842
Lease financing		238,148		245,411
Total loans and leases	$	13,300,289	$	13,279,097

Total loans and leases were $13.3 billion as of March 31, 2021, an increase of $21.2 million or less than 1% from December 31, 2020 with increases in commercial and industrial loans, commercial real estate loans and construction loans. The increase in total loans and leases was primarily due to our participation in the PPP which had a total amortized cost basis of $1.2 billion as of March 31, 2021. It is possible that the effects of COVID-19 on the economy could result in less demand for our loan products.

Commercial and industrial loans are made primarily to corporations, middle market and small businesses for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes. We also offer a variety of automobile dealer flooring lines to our customers in Hawaii and California to assist with the financing of their inventory. Commercial and industrial loans were $3.1 billion as of March 31, 2021, an increase of $101.9 million or 3% from December 31, 2020. This increase was primarily due to an increase in PPP loans totaling $357.5 million, partially offset by decreases in our Shared National Credits and dealer flooring portfolios during the three months ended March 31, 2021.

Commercial real estate loans are secured by first mortgages on commercial real estate at loan to value (“LTV”) ratios generally not exceeding 75% and a minimum debt service coverage ratio of 1.20 to 1. The commercial properties are predominantly apartments, neighborhood and grocery anchored retail, industrial, office, and to a lesser extent, specialized properties such as hotels. The primary source of repayment for investor property and owner occupied property is cash flow from the property and operating cash flow from the business, respectively. Commercial real estate loans were $3.4 billion as of March 31, 2021, an increase of $3.6 million or less than 1% from December 31, 2020.

Construction loans are for the purchase or construction of a property for which repayment will be generated by the property. Loans in this portfolio are primarily for the purchase of land, as well as for the development of commercial properties, single family homes and condominiums. We classify loans as construction until the completion of the construction phase. Following completion of the construction phase, if a loan is retained by the Bank, the loan is reclassified to the commercial real estate or residential real estate classes of loans. Construction loans were $739.3 million as of March 31, 2021, an increase of $3.5 million or less than 1% from December 31, 2020.

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rates. We generally do not offer interest-only, payment-option facilities, Alt-A loans or any product with negative amortization. Residential real estate loans were $4.5 billion as of March 31, 2021, a decrease of $10.4 million or less than 1% from December 31, 2020. This decrease was primarily due to a decrease in home equity lines of $35.9 million, partially offset by an increase in residential mortgages of $25.5 million during the three months ended March 31, 2021.

Consumer loans consist primarily of open- and closed-end direct and indirect credit facilities for personal, automobile and household purchases as well as credit card loans. We seek to maintain reasonable levels of risk in consumer lending by following prudent underwriting guidelines, which include an evaluation of personal credit history, cash flow and collateral values based on existing market conditions. Consumer loans were $1.3 billion as of March 31, 2021, a decrease of $70.1 million or 5% from December 31, 2020. The decrease in consumer loans was primarily due to decreases in indirect automobile loans and other unsecured consumer loans.

Lease financing consists of commercial single investor leases and leveraged leases. Underwriting of new lease transactions is based on our lending policy, including but not limited to an analysis of customer cash flows and secondary sources of repayment, including the value of leased equipment, the guarantors’ cash flows and/or other credit enhancements. No new leveraged leases are being added to the portfolio and all remaining leveraged leases are running off. Lease financing was $238.1 million as of March 31, 2021, a decrease of $7.3 million or 3% from December 31, 2020. The decrease in lease financing was reflective of a weak demand for new business equipment and vehicles in the Hawaii market.

See “Note 3. Loans and Leases” and “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements and the discussion in “Analysis of Financial Condition — Allowance for Credit Losses” of this MD&A for more information on our loan and lease portfolio.

The Company’s loan and lease portfolio includes adjustable-rate loans, primarily tied to Prime and LIBOR, hybrid-rate loans, for which the initial rate is fixed for a period from one year to as much as ten years, and fixed rate loans, for which the interest rate does not change through the life of the loan. Table 12 presents the recorded investment in our loan and lease portfolio as of March 31, 2021 by rate type:

Loans and Leases by Rate Type

Table 12

March 31, 2021

Adjustable Rate

Hybrid

Fixed

(dollars in thousands)

Prime

LIBOR

Treasury

Other

Total

Rate

Total

Commercial and industrial

196,587

1,381,487

—

1,544

1,579,618

35,047

1,506,771

3,121,436

Commercial real estate

232,559

1,924,462

324

851,333

3,008,678

125,698

261,857

3,396,233

Construction

66,708

536,528

28,096

631,360

3,474

104,437

739,271

Residential:

Residential mortgage

17,519

164,936

81,025

57,898

321,378

337,039

3,057,259

3,715,676

Home equity line

346,174

—

6,872

—

353,046

452,670

805,746

Total residential

363,693

164,936

87,897

57,898

674,424

789,709

3,057,289

4,521,422

Consumer

283,895

14,083

1,208

105

299,291

984,412

1,283,779

Lease financing

—

238,148

Total loans and leases

1,143,442

4,021,496

89,457

938,976

6,193,371

954,004

6,152,914

13,300,289

% by rate type at March 31, 2021

100

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Tables 13 and 14 present the geographic distribution of our loan and lease portfolio as of March 31, 2021 and December 31, 2020:

Geographic Distribution of Loan and Lease Portfolio

Table 13

March 31, 2021

U.S.

Guam &

Foreign &

(dollars in thousands)

Hawaii

Mainland⁽¹⁾

Saipan

Other

Total

Commercial and industrial

1,984,919

905,124

219,130

12,263

3,121,436

Commercial real estate

2,179,458

816,665

399,909

201

3,396,233

Construction

367,376

365,721

6,174

—

739,271

Residential:

Residential mortgage

3,594,254

1,449

119,973

—

3,715,676

Home equity line

777,435

—

28,311

—

805,746

Total residential

4,371,689

1,449

148,284

—

4,521,422

Consumer

949,335

17,031

315,869

1,544

1,283,779

Lease financing

77,833

143,363

16,952

—

238,148

Total Loans and Leases

9,930,610

2,249,353

1,106,318

14,008

13,300,289

Percentage of Total Loans and Leases

74%

17%

100%

(1)	For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower's business operations are conducted.


Geographic Distribution of Loan and Lease Portfolio										Table 14
	December 31, 2020
			U.S.		Guam &		Foreign &
(dollars in thousands)	Hawaii		Mainland⁽¹⁾		Saipan		Other		Total
Commercial and industrial	$	1,755,804	$	1,042,318	$	193,829	$	27,556	$	3,019,507
Commercial real estate		2,180,829		809,493		402,142		212		3,392,676
Construction		333,112		398,218		4,489		—		735,819
Residential:
Residential mortgage		3,568,827		1,662		119,729		—		3,690,218
Home equity line		811,964		—		29,660		—		841,624
Total residential		4,380,791		1,662		149,389		—		4,531,842
Consumer		1,001,868		18,993		331,255		1,726		1,353,842
Lease financing		80,670		149,934		14,807		—		245,411
Total Loans and Leases	$	9,733,074	$	2,420,618	$	1,095,911	$	29,494	$	13,279,097
Percentage of Total Loans and Leases		73%		18%		8%		1%		100%

(1)	For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower's business operations are conducted.

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Table 15 presents certain contractual loan maturity categories and the sensitivities of those loans to changes in interest rates as of March 31, 2021:

Maturities for Selected Loan Categories⁽¹⁾

Table 15

March 31, 2021

Due in One

Due After One

Due After

(dollars in thousands)

Year or Less

to Five Years

Five Years

Total

Commercial and industrial

833,986

2,058,821

228,629

3,121,436

Construction

173,543

445,067

120,661

739,271

Total Selected Loans

1,007,529

2,503,888

349,290

3,860,707

Total of loans with:

Adjustable interest rates

897,901

1,058,949

254,128

2,210,978

Hybrid interest rates

131

29,390

9,000

38,521

Fixed interest rates

109,497

1,415,549

86,162

1,611,208

Total Selected Loans

1,007,529

2,503,888

349,290

3,860,707

(1)	Based on contractual maturities.

Credit Quality

We perform an internal loan review and grading or scoring procedures on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of our lending policies and procedures. The objective of the loan review and grading or scoring procedures is to identify, in a timely manner, existing or emerging credit quality issues so that appropriate steps can be initiated to avoid or minimize future losses.

For purposes of managing credit risk and estimating the ACL, management has identified three portfolio segments (commercial, residential and consumer) that we use to develop our systematic methodology to determine the ACL. The categorization of loans for the evaluation of credit risk is specific to our credit risk evaluation process and these loan categories are not necessarily the same as the loan categories used for other evaluations of our loan portfolio. See “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements for more information about our approach to estimating the ACL.

The following tables and discussion address non-performing assets, loans and leases that are 90 days past due but are still accruing interest, impaired loans and loans modified in a TDR.

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Non-Performing Assets and Loans and Leases Past Due 90 Days or More and Still Accruing Interest

Table 16 presents information on our non-performing assets and accruing loans and leases past due 90 days or more as of March 31, 2021 and December 31, 2020:


Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More					Table 16
	March 31,			December 31,
(dollars in thousands)	2021			2020
Non-Performing Assets
Non-Accrual Loans and Leases
Commercial Loans:
Commercial and industrial	$	593		$	518
Commercial real estate		937			80
Construction		579			2,043
Total Commercial Loans		2,109			2,641
Residential Loans:
Residential mortgage		6,999			6,441
Total Residential Loans		6,999			6,441
Total Non-Accrual Loans and Leases		9,108			9,082
Other Real Estate Owned ("OREO")		—			—
Total Non-Performing Assets	$	9,108		$	9,082

Accruing Loans and Leases Past Due 90 Days or More
Commercial Loans:
Commercial and industrial	$	1,365		$	2,108
Commercial real estate		1,054			882
Construction		89			93
Total Commercial Loans		2,508			3,083
Residential Loans:
Home equity line		4,975			4,818
Total Residential Loans		4,975			4,818
Consumer		2,024			3,266
Total Accruing Loans and Leases Past Due 90 Days or More	$	9,507		$	11,167

Restructured Loans on Accrual Status and Not Past Due 90 Days or More	$	39,831		$	16,684
Total Loans and Leases	$	13,300,289		$	13,279,097

Ratio of Non-Accrual Loans and Leases to Total Loans and Leases		0.07	%		0.07	%
Ratio of Non-Performing Assets to Total Loans and Leases and OREO		0.07	%		0.07	%
Ratio of Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More to Total Loans and Leases and OREO		0.14	%		0.15	%

Table 17 presents the activity in Non-Performing Assets (“NPAs”) for the three months ended March 31, 2021:


Non-Performing Assets		Table 17
(dollars in thousands)		Three Months Ended March 31, 2021
Balance at beginning of period	$	9,082
Additions		2,577
Reductions
Payments		(367)
Return to accrual status		(226)
Transfers to loans held for sale		(1,840)
Charge-offs/write-downs		(118)
Total Reductions		(2,551)
Balance at end of period	$	9,108

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The level of NPAs represents an indicator of the potential for future credit losses. NPAs consist of non-accrual loans and leases and other real estate owned. Changes in the level of non-accrual loans and leases typically represent increases for loans and leases that reach a specified past due status, offset by reductions for loans and leases that are charged-off, paid down, sold, transferred to held for sale classification, transferred to other real estate owned or are no longer classified as non-accrual because they have returned to accrual status as a result of continued performance and an improvement in the borrower’s financial condition and loan repayment capabilities.

Total NPAs were $9.1 million as of both March 31, 2021 and December 31, 2020. The ratio of our NPAs to total loans and leases and other real estate owned was 0.07% as of both March 31, 2021 and December 31, 2020. During the three months ended March 31, 2021, construction non-accruals loans decreased by $1.5 million, offset by increases in commercial real estate non-accrual loans of $0.9 million, residential mortgage non-accrual loans of $0.6 million and commercial and industrial non-accrual loans of $0.1 million.

As of March 31, 2021, commercial real estate non-accrual loans were $0.9 million, an increase of $0.9 million from December 31, 2020. This increase was due to the addition of a $0.9 million commercial real estate loan.

As of March 31, 2021, commercial and industrial non-accrual loans were $0.6 million, an increase of $0.1 million or 14% from December 31, 2020. This increase was primarily due to additions in commercial and industrial loans totaling $0.2 million, partially offset by payments and charge-offs.

As of March 31, 2021, construction non-accrual loans were $0.6 million, a decrease of $1.5 million or 72% from December 31, 2020. This decrease was primarily due to a $1.8 million transfer to loans held for sale, partially offset by $0.3 million in additions.

The largest component of our NPAs continues to be residential mortgage loans. The level of these NPAs can remain elevated due to a lengthy judicial foreclosure process in Hawaii. As of March 31, 2021, residential mortgage non-accrual loans were $7.0 million, an increase of $0.6 million or 9% from December 31, 2020. This increase was primarily due to additions of residential mortgage non-accrual loans totaling $1.1 million, partially offset by payments of $0.2 million, returns to accrual status of $0.2 million and charge-offs of $0.1 million. As of March 31, 2021, our residential mortgage non-accrual loans were comprised of 37 loans with a weighted average current LTV ratio of 50%.

Other real estate owned represents property acquired as the result of borrower defaults on loans. Other real estate owned is recorded at fair value, less estimated selling costs, at the time of foreclosure. On an ongoing basis, properties are appraised as required by market conditions and applicable regulations. As of both March 31, 2021 and December 31, 2020, there were no other real estate owned.

Loans and Leases Past Due 90 Days or More and Still Accruing Interest. Loans and leases in this category are 90 days or more past due, as to principal or interest, and are still accruing interest because they are well secured and in the process of collection.

Loans and leases past due 90 days or more and still accruing interest were $9.5 million as of March 31, 2021, a decrease of $1.7 million or 15% as compared to December 31, 2020. Consumer loans and commercial and industrial loans that were past due 90 days or more and still accruing interest decreased by $1.2 million and $0.7 million, respectively, during the three months ended March 31, 2021. This was partially offset by increases of $0.2 million in commercial real estate loans and $0.1 million in home equity lines that were past due 90 days or more and still accruing interest during the three months ended March 31, 2021.

Impaired Loans. A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. For a loan that has been modified in a TDR, the contractual terms of the loan agreement refers to the contractual terms specified by the original loan agreement, not the contractual terms specified by the modified loan agreement.

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Impaired loans were $49.2 million and $25.8 million as of March 31, 2021 and December 31, 2020, respectively. These impaired loans had a related ACL of $16.9 million and $2.4 million as of March 31, 2021 and December 31, 2020, respectively. The increase in impaired loans during the three months ended March 31, 2021 was due to increases in consumer loans of $15.8 million, residential mortgage loans of $4.9 million, commercial and industrial loans of $2.1 million and commercial real estate loans of $1.4 million, partially offset by a decrease in construction loans of $0.7 million. The change in the impaired loans balance includes charge-offs and paydowns. For the three months ended March 31, 2021 and 2020, we recorded charge-offs of $0.4 million and $0.6 million, respectively, related to our total impaired loans. Our impaired loans are considered in management’s assessment of the overall adequacy of the ACL.

If interest due on the balances of all non-accrual loans as of March 31, 2021 and 2020 had been accrued under the original terms, approximately $0.1 million in additional interest income would have been recorded during both the three months ended March 31, 2021 and 2020, respectively. Actual interest income recorded on these loans was $0.1 million for the three months ended March 31, 2021, compared to nil for the same period in 2020.

COVID-19 Financial Hardship Relief Programs

Certain borrowers have been unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, we have been offering various relief programs to assist customers who are experiencing financial hardship due to COVID-19. For example, for certain residential mortgage and commercial loans, various relief options were available on a case-by-case basis, including payment deferrals for up to six months. For certain consumer loans, loan assistance was being offered in the form of payment deferrals for up to three months, which extended the term of the loan by the number of months deferred, and interest continued to accrue on the principal balance. The short-term modifications for payment deferrals, extensions of repayment terms, or delays in payment described above that are insignificant and made on a good faith basis in response to borrowers impacted by COVID-19 who were current prior to any relief are not required to be accounted for and disclosed as TDRs under GAAP. See “Note 4. Allowance for Credit Losses” in the notes to our unaudited interim consolidated financial statements for further discussion on short-term modifications.

Table 18 presents information on our loans and leases that received payment deferrals under our COVID-19 financial hardship relief programs as of March 31, 2021:


Loans and Leases that Received Payment Deferrals under COVID-19 Financial Hardship Relief Programs				Table 18
	March 31, 2021
	Number of Loans		Amortized
(dollars in thousands)	and Leases		Cost Basis
Loans and Leases that Received Payment Deferrals under COVID-19 Financial Hardship Relief Programs
Commercial and industrial		958	$	654,178
Commercial real estate		414		1,136,547
Construction		29		54,436
Lease financing		57		10,788
Residential mortgage		1,433		592,613
Consumer		19,965		228,961
Total Loans and Leases that Received Payment Deferrals under COVID-19 Financial Hardship Relief Programs		22,856	$	2,677,523
Total Loans and Leases			$	13,300,289

Ratio of Loans and Leases that Received Payment Deferrals under COVID-19 Financial Hardship Relief Programs to Total Loans and Leases				20.1	%

In addition to the relief programs described above, we are also participating in the PPP offered by the SBA. The PPP is intended to help small businesses impacted by the COVID-19 pandemic by providing “fully forgivable” loans for up to $10 million to cover payroll expenses, including employee benefits, and can also be used for various other eligible expenses. PPP loans have a fixed interest rate of one percent per annum and a maturity date of up to five years, with the ability to prepay the loan in full without penalty. The first payment is deferred until the date the SBA remits the borrower’s loan forgiveness amount to the Bank, or if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. Interest will continue to accrue during the initial deferment period. The borrower may apply with the Bank for loan forgiveness of the amount due on the loan in an amount equal to payroll, employee benefits, and other eligible expenses incurred, subject to limitations, in accordance with the PPP and CARES Act, as amended by the PPPF Act and CAA. Because the purpose of the PPP is to help small businesses keep their workers employed and paid, if the business spends less than 60% of loan proceeds on payroll costs, uses the loan proceeds for non-payroll costs that are not eligible expenses, or significantly reduces its employee count or compensation levels without qualifying for other exceptions, a portion of the loan will not be forgiven, and the business will be required to repay that portion of the loan to the Bank over the remaining term of the loan.

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Table 19 presents information on our PPP loans outstanding as of March 31, 2021 to borrowers operating in industries we consider to be the most impacted by the COVID-19 pandemic (“high impact industries”) and all other industries:


PPP Loans Outstanding to Borrowers by Industry				Table 19
	March 31, 2021
	Number		Amortized
(dollars in thousands)	of Loans		Cost Basis
PPP Loans Outstanding to Borrowers by Industry
High Impact Industries:
Food service		1,052	$	200,519
Automobile dealers		76		62,667
Retail		810		72,049
Hospitality/Hotel		174		81,303
Transportation		247		43,105
Total PPP Loans Outstanding to Borrowers Operating in High Impact Industries		2,359		459,643
All other industries ⁽¹⁾		6,665		699,121
Total PPP Loans Outstanding ⁽²⁾		9,024	$	1,158,764
Total Loans and Leases			$	13,300,289

Ratio of PPP Loans Outstanding to Borrowers Operating in High Impact Industries to Total Loans and Leases				3.5	%
Ratio of PPP Loans Outstanding to Total Loans and Leases				8.7	%

(1)	“All other industries” represent borrowers that received PPP loans that did not operate in the five high impact industries listed above, which is primarily comprised of the construction, health care, professional services, and administrative and support services industries.

(2)	Outstanding loan balances are reported net of deferred loan costs and fees of $2.4 million and $25.4 million, respectively, at March 31, 2021.

Loans Modified in a Troubled Debt Restructuring

Table 20 presents information on loans whose terms have been modified in a TDR as of March 31, 2021 and December 31, 2020:


Loans Modified in a Troubled Debt Restructuring				Table 20
	March 31,		December 31,
(dollars in thousands)	2021		2020
Commercial and industrial	$	4,583	$	2,298
Commercial real estate		7,635		7,126
Construction		716		—
Total commercial		12,934		9,424
Residential mortgage		11,929		7,553
Total residential		11,929		7,553
Consumer		15,763		—
Total	$	40,626	$	16,977

Loans modified in a TDR were $40.6 million as of March 31, 2021, an increase of $23.6 million from December 31, 2020. This increase was primarily due to increases in consumer loans of $15.8 million, residential mortgages of $4.4 million and commercial and industrial loans of $2.3 million. As of March 31, 2021, $39.8 million or 98% of our loans modified in a TDR were performing in accordance with their modified contractual terms and were on accrual status.

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Generally, loans modified in a TDR are returned to accrual status after the borrower has demonstrated performance under the modified terms by making six consecutive timely payments. See “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements and “Analysis of Financial Condition — COVID-19 Financial Hardship Relief Programs” for more information and a description of the modification programs that we currently offer to our customers.

As noted above, we have been providing our borrowers with opportunities to defer payments, or portions thereof. In the absence of intervening factors, such short-term modifications made on a good faith basis are not categorized as troubled debt restructurings, nor are loans granted payment deferrals related to COVID-19 reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral).

Allowance for Credit Losses for Loans and Leases & Reserve for Unfunded Commitments

We adopted the provisions of Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments on January 1, 2020. This guidance changed the accounting for credit losses from an “incurred loss” model, which estimates a loss allowance based on current known and inherent losses within a loan portfolio to an “expected loss” model, which estimates a loss based on losses expected to be recorded over the life of the loan portfolio.

Effective January 1, 2020, we recorded a pre-tax cumulative effect adjustment to increase the ACL by $0.8 million and to increase the reserve for unfunded commitments by $16.3 million. The Company’s ACL under CECL is significantly more dependent on the quantitative model and less on the qualitative assessment, compared to the previous incurred loss model. The increase in the ACL was primarily related to our indirect auto, commercial real estate and consumer loan products. This was partially offset by the decrease in the ACL related to our commercial and industrial, home equity lines and residential real estate loan products. These directional changes were predominantly due to differences between the loss emergence periods previously used under the incurred loss methodology and the remaining life of the loan as required under CECL. The large increase to our reserve for unfunded commitments was primarily due to an increase in utilization rates estimated using our CECL methodology.

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Table 21 presents an analysis of our ACL for the periods indicated:


Allowance for Credit Losses					Table 21
	Three Months Ended March 31,
(dollars in thousands)	2021			2020
Balance at Beginning of Period	$	208,454		$	130,530
Adjustment to Adopt ASC Topic 326		—			770
After Adoption of ASC Topic 326		208,454			131,300
Loans and Leases Charged-Off
Commercial Loans:
Commercial and industrial		(963)			(201)
Commercial real estate		(66)			—
Total Commercial Loans		(1,029)			(201)
Residential Loans:
Residential mortgage		(98)			—
Home equity line		—			(8)
Total Residential Loans		(98)			(8)
Consumer		(6,541)			(8,597)
Total Loans and Leases Charged-Off		(7,668)			(8,806)
Recoveries on Loans and Leases Previously Charged-Off
Commercial Loans:
Commercial and industrial		215			220
Commercial real estate		3			—
Construction		166			110
Total Commercial Loans		384			330
Residential Loans:
Residential mortgage		17			135
Home equity line		24			122
Total Residential Loans		41			257
Consumer		2,655			2,083
Total Recoveries on Loans and Leases Previously Charged-Off		3,080			2,670
Net Loans and Leases Charged-Off		(4,588)			(6,136)
Provision for Credit Losses - Loans and Leases		(3,500)			40,849
Balance at End of Period	$	200,366		$	166,013
Average Loans and Leases Outstanding	$	13,242,270		$	13,191,426
Ratio of Net Loans and Leases Charged-Off to Average Loans and Leases Outstanding⁽¹⁾		0.14	%		0.19	%
Ratio of Allowance for Credit Losses for Loans and Leases to Loans and Leases Outstanding		1.51	%		1.24	%

(1)	Annualized for the three months ended March 31, 2021 and 2020.

Tables 22 and 23 present the allocation of the ACL by loan and lease category, in both dollars and as a percentage of total loans and leases outstanding as of March 31, 2021 and December 31, 2020:


Allocation of the Allowance for Credit Losses by Loan and Lease Category			Table 22
	March 31,		December 31,
(dollars in thousands)	2021		2020
Commercial and industrial	$	27,322	$	24,711
Commercial real estate		51,691		58,123
Construction		10,552		10,039
Lease financing		3,197		3,298
Total commercial		92,762		96,171
Residential mortgage		38,471		40,461
Home equity line		6,668		7,163
Total residential		45,139		47,624
Consumer		62,465		64,659
Total Allowance for Credit Losses for Loans and Leases	$	200,366	$	208,454

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Allocation of the Allowance for Credit Losses by Loan and Lease Category (as a percentage of total loans and leases outstanding)							Table 23
	March 31,				December 31,
	2021				2020
	Allocated		Loan		Allocated		Loan
	ACL as		category as		ACL as		category as
	% of loan or		% of total		% of loan or		% of total
	lease		loans and		lease		loans and
	category		leases		category		leases
Commercial and industrial	0.88	%	23.47	%	0.82	%	22.74	%
Commercial real estate	1.52		25.54		1.71		25.55
Construction	1.43		5.56		1.36		5.54
Lease financing	1.34		1.79		1.34		1.85
Total commercial	1.24		56.36		1.30		55.68
Residential mortgage	1.04		27.93		1.10		27.78
Home equity line	0.83		6.06		0.85		6.34
Total residential	1.00		33.99		1.05		34.12
Consumer	4.87		9.65		4.78		10.20
Total	1.51	%	100.00	%	1.57	%	100.00	%

As of March 31, 2021, the ACL was $200.4 million or 1.51% of total loans and leases outstanding, compared with an ACL of $208.5 million or 1.57% of total loans and leases outstanding as of December 31, 2020. The level of the ACL was commensurate with the adverse impacts that COVID-19 is having on the Hawaii and global economy.

Net charge-offs of loans and leases were $4.6 million or 0.14% of total average loans and leases, on an annualized basis, for the three months ended March 31, 2021, compared to net charge-offs of $6.1 million or 0.19% of total average loans and leases, on an annualized basis, for the three months ended March 31, 2020. Net charge-offs in our commercial lending portfolio were $0.6 million for the three months ended March 31, 2021. Net recoveries in our commercial lending portfolio were $0.1 million for the three months ended March 31, 2020. Net charge-offs in our residential lending portfolio were $0.1 million for the three months ended March 31, 2021. Net recoveries in our residential lending portfolio were $0.2 million for the three months ended March 31, 2020. Net charge-offs in our consumer lending portfolio were $3.9 million and $6.5 million for the three months ended March 31, 2021 and 2020, respectively. Net charge-offs in our consumer portfolio segment include those related to credit cards, automobile loans, installment loans and small business lines of credit and reflect the inherent risk associated with these loans.

The decrease in the ACL during the first quarter of 2021 was primarily due to lower expected credit losses in the commercial real estate portfolio. However, we retained a COVID-19 related overlay as a component of the ACL as Hawaii’s economy continues to be significantly impacted by COVID-19. As noted earlier, a significant number of our customers (primarily individuals and small businesses) have taken advantage of payment deferral programs in assisting them while they may be temporarily unemployed or while their businesses have closed. We continue to closely monitor the impact of COVID-19 on our tourism industry and the re-opening of the Hawaii economy under new guidelines. While we have begun to see and may continue to see a gradual improvement in unemployment as local businesses and the Hawaii tourism industry continues to reopen in 2021 and the COVID-19 vaccine becomes more widely administered, the timing and extent of the return of air travel and the recovery of the Hawaii tourism industry is highly uncertain and beyond our control.

As of March 31, 2021, while the allocation of our ACL to our commercial, residential and consumer portfolio segments was slightly lower as compared to December 31, 2020, the ACL was considered adequate based on our ongoing analysis of estimated expected credit losses, credit risk profiles, current economic outlook, coverage ratios and other relevant factors. We will continue to monitor factors that drive expected credit losses including COVID-19 and the impact on the Hawaii economy, local businesses and our customers. See “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements for more information on the ACL.

Goodwill

Goodwill was $995.5 million as of both March 31, 2021 and December 31, 2020. Our goodwill originated from the acquisition of the Company by BNP Paribas in December of 2001. Goodwill generated in that acquisition was recorded on the balance sheet of the Bank as a result of push down accounting treatment, and remains on our consolidated balance sheets.

The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of a reporting unit exceeds its fair value. There was no impairment in our goodwill for the three months ended March 31, 2021. Future events, including the ongoing impacts of the COVID-19 pandemic, that could cause a significant decline in our expected future cash flows or a significant adverse change in our business or the business climate may necessitate taking charges in future reporting periods related to the impairment of our goodwill.

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Other Assets

Other assets were $567.9 million as of March 31, 2021, a decrease of $35.6 million or 6% from December 31, 2020. This decrease was primarily due to a $49.7 million decrease in interest rate swap agreements, partially offset by a $13.7 million increase in current tax receivables and deferred tax assets.

Deposits

Deposits are the primary funding source for the Bank and are acquired from a broad base of local markets, including both individual and corporate customers. We obtain funds from depositors by offering a range of deposit types, including demand, savings, money market and time.

Table 24 presents the composition of our deposits as of March 31, 2021 and December 31, 2020:


Deposits				Table 24
	March 31,		December 31,
(dollars in thousands)	2021		2020
Demand	$	8,175,075	$	7,522,114
Savings		6,141,161		6,020,075
Money Market		3,642,604		3,337,236
Time		2,174,841		2,348,298
Total Deposits⁽¹⁾	$	20,133,681	$	19,227,723

(1)

Public deposits were $1.4 billion as of ~~September 30, 2017,~~March 31, 2021, a decrease of ~~$18.9~~$269.1 million or 5% from December 31, 2016. This decrease was primarily due to a $23.4 million decrease in current taxes receivable and deferred tax assets. Also contributing to the decrease in other assets was a $7.6 million decrease in prepaid expenses and a $6.1 million decrease in clearing and suspense account balances, a result of normal banking operations. This was partially offset by a $15.6 million increase in affordable housing and other tax credit investment partnership interest and a $4.1 million increase in the fair value of our customer-related interest rate swap agreements.

~~Deposits~~

Deposits are the primary funding source for the Company and are acquired from a broad base of local markets, including both individual and corporate customers. We obtain funds from depositors by offering a range of deposit types, including demand, savings, money market and time.

~~Table 25 presents the composition of our deposits as of September 30, 2017 and December 31, 2016:~~

Deposits

Table 25

September 30,

December 31,
(dollars in thousands)

2017

2016
Demand

$
5,907,634

$
5,992,617
Savings

4,411,411

4,609,306
Money Market

2,631,311

2,454,013
Time

4,645,127

3,738,596
Total Deposits

$
17,595,483

$
16,794,532

Total deposits were $17.6 billion as of September 30, 2017, an increase of $801.0 million or 5% from December 31, 2016. Increases in time and money market deposits were partially offset by decreases in savings and demand deposit balances as customers shifted balances to higher earning products.

~~Securities Sold Under Agreements to Repurchase~~

Securities sold under agreements to repurchase (“repurchase agreements”), which are reflected as short-term borrowings in the unaudited consolidated balance sheets, were nil as of September 30, 2017, a decrease of $9.2 million or 100% from December 31, 2016. Balances in repurchase agreements fluctuate throughout the year based on the liquidity needs of our customers. All of our repurchase agreements at December 31, 2016 were either with the State of Hawaii or counties within the State of Hawaii.

~~The table below provides selected information for short-term borrowings for the nine months ended September 30, 2017 and 2016:~~

Table 26

Nine Months Ended September 30,

(dollars in thousands)

2017

2016

Federal funds purchased:

Weighted-average interest rate at September 30,

—
%

—
%
Highest month-end balance

$
6,000

$
—

Average outstanding balance

$
927

$
168

Weighted-average interest rate paid

0.64
%

0.17
%
Securities sold under agreements to repurchase:

Weighted-average interest rate at September 30,

—
%

0.54
%
Highest month-end balance

$
5,951

$
235,451

Average outstanding balance

$
1,194

$
147,784

Weighted-average interest rate paid

0.41
%

0.12
%

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~~Pension and Postretirement Plan Obligations~~

We have a qualified noncontributory defined benefit pension plan, an unfunded supplemental executive retirement plan, a directors’ retirement plan, a non-qualified pension plan for eligible directors and a postretirement benefit plan providing life insurance and healthcare benefits that we offer to our directors and employees, as applicable. The qualified noncontributory defined benefit pension plan, the unfunded supplemental executive retirement plan and the directors’ retirement plan are all frozen plans. To calculate annual pension costs, we use the following key variables: (1) size of the employee population, length of service and estimated compensation increases; (2) actuarial assumptions and estimates; (3) expected long-term rate of return on plan assets; and (4) discount rate.

Pension and postretirement benefit plan obligations, net of pension plan assets, were $125.3 million as of September 30, 2017, an increase of $4.0 million or 3% from December 31, 2016. This increase was primarily due to net periodic benefit costs for the nine months ended September 30, 2017 of $9.7 million, partially offset by payments of $5.7 million.

~~See ‘‘Note 13. Benefit Plans’’ contained in our unaudited interim consolidated financial statements for more information on our pension and postretirement benefit plans.~~

~~Foreign Activities~~

Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in dollars or other non-local currency. As of September 30, 2017, aggregate cross-border outstandings in countries which amounted to 0.75% to 1% of our total consolidated assets was approximately $169.6 million to Japan. As of December 31, 2016, aggregate cross-border outstandings in countries which amounted to 0.75% to 1% of our total consolidated assets was approximately $151.9 million to Canada. There were no cross-border outstandings in excess of 1% of our total consolidated assets as of both September 30, 2017 and December 31, 2016.

~~Capital~~

In July 2013, the federal bank regulators approved final rules (the ‘‘New Capital Rules’’), implementing the Basel Committee on Banking Supervision’s December 2010 final capital framework for strengthening international capital standards, known as Basel III, and various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Subject to a phase-in period for various provisions, the New Capital Rules became effective for us and for the Bank on January 1, 2015. The New Capital Rules require bank holding companies and their bank subsidiaries to maintain substantially more capital than previously required, with a greater emphasis on common equity. The New Capital Rules, among other things, (i) introduce a new capital measure called ‘‘Common Equity Tier 1’’ (‘‘CET1’’), (ii) specify that Tier 1 capital consists of CET1 and ‘‘Additional Tier 1 capital’’ instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments to capital as compared to prior regulations.

The phase-in period became effective for the Company on January 1, 2015 when banks were required to maintain 4.5% of CET1 to risk-weighted assets, 6.0% of Tier 1 Capital to risk-weighted assets, and 8.0% of Total Capital to risk-weighted assets. On that date, the deductions from CET1 capital were limited to 40% of the final phased-in deductions. Implementation of the deductions and other adjustments to CET1 is being phased-in over a five year period which began on January 1, 2015. Implementation of the capital conservation buffer began on January 1, 2016 at 0.625% and is being phased-in over a four year period (increasing each subsequent January 1st by the same amount until it reaches 2.5% on January 1, 2019).

As of September 30, 2017, our capital levels remained characterized as ‘‘well capitalized’’ under the New Capital Rules. Our regulatory capital ratios, calculated in accordance with the New Capital Rules, are presented in Table 27 below.

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~~There have been no conditions or events since September 30, 2017 that management believes have changed either the Company’s or the Bank’s capital classifications.~~

Regulatory Capital

Table 27

September 30,

December 31,

(dollars in thousands)

2017

2016

Stockholders' Equity

$
2,581,858

$
2,476,485

Less:

Goodwill

995,492

995,492

Accumulated other comprehensive loss, net

(67,114)

(88,011)

Common Equity Tier 1 Capital and Tier 1 Capital

$
1,653,480

$
1,569,004

Add:

Allowable Reserve for Loan and Lease Losses

137,927

136,094

Total Capital

$
1,791,407

$
1,705,098

Risk-Weighted Assets

$
13,007,473

$
12,307,895

Key Regulatory Capital Ratios

Common Equity Tier 1 Capital Ratio

12.71
%

12.75
%
Tier 1 Capital Ratio

12.71
%

12.75
%
Total Capital Ratio

13.77
%

13.85
%
Tier 1 Leverage Ratio

8.66
%

8.36
%

Total stockholders’ equity was $2.6 billion as of September 30, 2017, an increase of $105.4 million or 4% from December 31, 2016. The change in stockholders’ equity was primarily due to earnings for the nine months ended September 30, 2017 of $172.0 million, partially offset by dividends declared and paid of $92.1 million during the nine months ended September 30, 2017 to the Company’s shareholders.

In October 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.22 per share on our outstanding shares. The dividend will be paid on December 8, 2017 to shareholders of record at the close of business on November 27, 2017.

~~Off‑Balance Sheet Arrangements and Guarantees~~

~~Off‑Balance Sheet Arrangements~~

We hold interests in several unconsolidated variable interest entities (“VIEs”). These unconsolidated VIEs are primarily low income housing partnerships. Variable interests are defined as contractual ownership or other interests in an entity that change with fluctuations in an entity’s net asset value. The primary beneficiary consolidates the VIE. Based on our analysis, we have determined that the Company is not the primary beneficiary of these entities. As a result, we do not consolidate these VIEs.

~~Guarantees~~

We sell residential mortgage loans in the secondary market primarily to Fannie Mae or Freddie Mac. The agreements under which we sell residential mortgage loans to Fannie Mae or Freddie Mac contain provisions that include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the specific representations and warranties vary among investors, insurance or guarantee agreements, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state and local laws and other matters. As of September 30, 2017 and December 31, 2016, the unpaid principal balance of our portfolio of residential mortgage loans sold was $2.4 billion and $2.7 billion, respectively. The agreements under which we sell residential mortgage loans require delivery of various documents to the investor or its document custodian. Although these loans are primarily sold on a non-recourse basis, we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred if a loan review reveals that underwriting and documentation standards were potentially not met in the origination of those loans. Upon receipt of a repurchase request, we work with investors to arrive at a mutually agreeable resolution. Repurchase demands are typically reviewed on an individual loan by loan basis to validate the claims made by the investor to determine if a contractually required repurchase event has occurred. We

~~Table of Contents~~

manage the risk associated with potential repurchases or other forms of settlement through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards. For the nine months ended September 30, 2017, there were no repurchases of residential mortgage loans, nor were there any pending repurchase requests as of September 30, 2017.

In addition to servicing loans in our portfolio, substantially all of the loans we sell to investors are sold with servicing rights retained. We also service loans originated by other mortgage loan originators. As servicer, our primary duties are to: (1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain and administer any hazard, title, or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on defaulted mortgage loans, or loan modifications or short sales. Each agreement under which we act as servicer generally specifies a standard of responsibility for actions taken by us in such capacity and provides protection against expenses and liabilities incurred by us when acting in compliance with the respective servicing agreements. However, if we commit a material breach of obligations as servicer, we may be subject to termination if the breach is not cured within a specified period following notice. The standards governing servicing and the possible remedies for violations of such standards vary by investor. These standards and remedies are determined by servicing guides issued by the investors as well as the contract provisions established between the investors and the Company. Remedies could include repurchase of an affected loan. For the nine months ended September 30, 2017, we had no repurchase requests related to loan servicing activities, nor were there any pending repurchase requests as of September 30, 2017.

Although to date repurchase requests related to representation and warranty provisions and servicing activities have been limited, it is possible that requests to repurchase mortgage loans may increase in frequency as investors more aggressively pursue all means of recovering losses on their purchased loans. However, as of September 30, 2017, management believes that this exposure is not material due to the historical level of repurchase requests and loss trends and thus has not established a liability for losses related to mortgage loan repurchases. As of September 30, 2017, 99% of our residential mortgage loans serviced for investors were current. We maintain ongoing communications with investors and continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in our loans sold to investors.

~~Contractual Obligations~~

Our contractual obligations have not changed materially since previously reported as of December 31, 2016. However, as noted above, in connection with our transition to a stand-alone public company and our continued separation from BNPP, we expect to incur higher costs, resulting in higher purchase obligations, in future periods from higher pricing of services by third-party vendors whose future contracts with us do not reflect BOW’s volumes or the benefits of BNPP bargaining power. Currently, we are not able to reasonably estimate the future amount and timing of these higher purchase obligations.

~~Future Application of Accounting Pronouncements~~

For a discussion of the expected impact of accounting pronouncements recently issued but not adopted by us as of September 30, 2017, see “Note 1. Organization and Basis of Presentation - Recent Accounting Pronouncements” to the unaudited interim consolidated financial statements for more information.

~~Risk Governance and Quantitative and Qualitative Disclosures About Market Risk~~

Managing risk is an essential part of successfully operating our business. Management believes that the most prominent risk exposures for the Company are credit risk, market risk, liquidity risk management, capital management and operational risk. See “Analysis of Financial Condition — Liquidity” and “—Capital” sections of MD&A for further discussions of liquidity risk management and capital management, respectively.

~~Credit Risk~~

~~Table of Contents~~

necessary and prudent. Portfolio diversification at the obligor, industry, product, and/or geographic location levels is actively managed to mitigate concentration risk. In addition, credit risk management also includes an independent credit review process that assesses compliance with commercial, real estate and consumer credit policies, risk ratings and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history.

~~Management has identified three categories of loans that we use to develop our systematic methodology to determine the Allowance: commercial, residential real estate and consumer.~~

Commercial lending is further categorized into four distinct classes based on characteristics relating to the borrower, transaction and collateral. These classes are: commercial and industrial, commercial real estate, construction and lease financing. Commercial and industrial loans are primarily for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes by medium to larger Hawaii based corporations, as well as U.S. mainland and international companies. Commercial and industrial loans are typically secured by non-real estate assets whereby the collateral is trading assets, enterprise value or inventory. As with many of our customers, our commercial and industrial loan customers are heavily dependent on tourism, government expenditures and real estate values. Commercial real estate loans are secured by real estate, including but not limited to structures and facilities to support activities designated as retail, health care, general office space, warehouse and industrial space. Our bank’s underwriting policy generally requires that net cash flows from the property be sufficient to service the debt while still maintaining an appropriate amount of reserves. Commercial real estate loans in Hawaii are characterized by having a limited supply of real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity. Our construction lending portfolio consists primarily of land loans, single family and condominium development loans. Financing of construction loans is subject to a high degree of credit risk given the long delivery time frames for such projects. Construction lending activities are underwritten on a project financing basis whereby the cash flows or lease rents from the underlying real estate collateral or the sale of the finished inventory is the primary source of repayment. Market feasibility analysis is typically performed by assessing market comparables, market conditions and demand in the specific lending area and general community. We require presales of finished inventory prior to loan funding. However, because this analysis is typically performed on a forward looking basis, real estate construction projects typically present a higher risk profile in our lending activities. Lease financing activities include commercial single investor leases and leveraged leases used to purchase items ranging from computer equipment to transportation equipment. Underwriting of new leasing arrangements typically includes analyzing customer cash flows, evaluating secondary sources of repayment such as the value of the leased asset, the guarantors’ net cash flows as well as other credit enhancements provided by the lessee.

Residential real estate is not further categorized into classes, but consists of loans secured by 1-4 family residential properties and home equity lines of credit and loans. Our bank’s underwriting standards typically require LTV ratios of not more than 80%, although higher levels are permitted with accompanying mortgage insurance. First mortgage loans secured by residential properties generally carry a moderate level of credit risk. Residential mortgage loan production is added to our loan portfolio or is sold in the secondary market, based on management’s evaluation of our liquidity, capital and loan portfolio mix as well as market conditions. Changes in interest rates, the economic environment and other market factors have impacted, and will likely continue to impact, the marketability and value of collateral and the financial condition of our borrowers which impacts the level of credit risk inherent in this portfolio, although we remain a supply constrained housing environment in Hawaii. Geographic concentrations exist for this portfolio as nearly all residential mortgage loans and home equity lines of credit and loans outstanding are for residences located in Hawaii, Guam or Saipan. These island locales are susceptible to a wide array of potential natural disasters including, but not limited to, hurricanes, floods, tsunamis and earthquakes. We offer fixed and variable rate home equity loans, with variable rate loans underwritten at fully-indexed interest rates. Our procedures for underwriting home equity loans include an assessment of an applicant’s overall financial capacity and repayment ability. Decisions are primarily based on repayment ability via debt to income ratios, LTV ratios and credit scores.

~~Table of Contents~~

secured by new or used automobiles. We originate the majority of our automobile loans and leases on an indirect basis through selected dealerships. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity and repayment ability, credit history and the ability to meet existing obligations and payments on the proposed loan or lease. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount. We require borrowers to maintain full coverage automobile insurance on automobile loans and leases, with the Bank listed as either the loss payee or additional insured. Installment loans consist of open and closed end facilities for personal and household purchases. We seek to maintain reasonable levels of risk in installment lending by following prudent underwriting guidelines which include an evaluation of personal credit history and cash flow.

In addition to geographic concentration risk, we also monitor our exposure to industry risk. While the Bank and our customers could be adversely impacted by events affecting the tourism industry, we also monitor our other industry exposures, including but not limited to our exposures in the oil, gas and energy industries. As of September 30, 2017 and December 31, 2016, we did not have material exposures to customers in the oil, gas and energy industries.

~~Market Risk~~

Market risk is the potential of loss arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. When the value of an instrument is tied to such external factors, the holder faces market risk. We are exposed to market risk primarily from interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates.

The potential cash flows, sales or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. In the banking industry, changes in interest rates can significantly impact earnings and the safety and soundness of an entity.

Interest rate risk arises primarily from our core business activities of extending loans and accepting deposits. This occurs when our interest earning loans and interest bearing deposits mature or reprice at different times, on a different basis or in unequal amounts. Interest rates may also affect loan demand, credit losses, mortgage origination volume, pre- payment speeds and other items affecting earnings.

Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships and repricing characteristics of financial instruments. Our earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The monetary policies of the Federal Reserve can influence the overall growth of loans, investment securities and deposits and the level of interest rates earned on assets and paid for liabilities.

~~Market Risk Measurement~~

We primarily use net interest income simulation analysis to measure and analyze interest rate risk. We run various hypothetical interest rate scenarios at least monthly and compare these results against a measured base case scenario. Our net interest income simulation analysis incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results. These assumptions include: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market rate sensitive instruments on and off balance sheet, (4) differing sensitivities of financial instruments due to differing underlying rate indices, (5) varying loan prepayment speeds for different interest rate scenarios and (6) overall increase or decrease in the size of the balance sheet and product mix of assets and liabilities. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset liability management strategies to manage our interest rate risk.

Table 28 presents, for the twelve months subsequent to September 30, 2017 and December 31, 2016, an estimate of the change in net interest income that would result from an immediate change in market interest rates, moving in a parallel fashion over the entire yield curve, relative to the base case scenario. The base case scenario assumes that interest rates are generally unchanged. We evaluate the sensitivity by using: 1) a dynamic forecast, incorporating expected changes in the balance sheet, and 2) a static forecast, where the balance sheet as of September 30, 2017 and December 31, 2016 is held constant.

~~Table of Contents~~

Net Interest Income Sensitivity Profile - Estimated Percentage Change Over 12 Months

Table 28

Dynamic Forecast as of

Static Forecast as of

Dynamic Forecast as of

Static Forecast as of

September 30, 2017

September 30, 2017

December 31, 2016

December 31, 2016

Immediate Change in Interest Rates (basis points)

+200

7.4
%
11.3
%

8.6
%
11.9
%
+100

4.5

5.7

4.5

5.8

(100)

(5.5)

(6.4)

(6.0)

(6.8)

The table above shows the effects of a simulation which estimates the effect of an immediate and sustained parallel shift in the yield curve of −100, +100 and +200 basis points in market interest rates over a 12 month period on our net interest income. One declining interest rate scenario and two rising interest rate scenarios were selected as shown in the table and net interest income was calculated and compared to the base case scenario, as described above.

Under the dynamic balance sheet forecasts, the change in net interest income from the base case scenario as of September 30, 2017 was generally lower or less sensitive as compared to similar projections made as of December 31, 2016. This was, in part, due to our larger investment securities portfolio as well as our larger fixed rate residential real estate loan portfolio as of September 30, 201716% compared to December 31, ~~2016.~~2020.

Total deposits were $20.1 billion as of March 31, 2021, an increase of $906.0 million or 5% from December 31, 2020. The increase in deposit balances stemmed primarily from a $634.7 million increase in non-public demand deposit balances, a $348.4 million increase in non-public savings deposit balances and a $305.4 million increase in non-public money market deposit balances, partially offset by a $227.3 million decrease in public savings deposit balances. We increased our liquidity position in anticipation of a surge in funding needs, primarily due to our participation in the PPP.

Long-term Borrowings

Long-term borrowings were $200.0 million as of both March 31, 2021 and December 31, 2020. The Company’s long-term borrowings included $200.0 million in FHLB fixed-rate advances with a weighted average interest rate of 2.73% and maturity dates ranging from 2023 to 2024. Long-term borrowings mature in excess of one year from the unaudited interim consolidated balance sheet date.

As of both March 31, 2021 and December 31, 2020, the available remaining borrowing capacity with the FHLB was $2.0 billion. The FHLB fixed-rate advances and remaining borrowing capacity were secured by residential real estate loan collateral as of March 31, 2021 and December 31, 2020.

Pension and Postretirement Plan Obligations

We have a noncontributory qualified defined benefit pension plan, an unfunded supplemental executive retirement plan, a directors’ retirement plan (a non-qualified pension plan for eligible directors) and a postretirement benefit plan providing life insurance and healthcare benefits that we offer to our directors and employees, as applicable. The noncontributory qualified defined benefit pension plan, the unfunded supplemental executive retirement plan and the directors’ retirement plan are all frozen to new participants. On March 11, 2019, the Company’s board of directors approved an amendment to the SERP to freeze the SERP. As a result of such amendment, effective July 1, 2019, there are no new accruals of benefits, including service accruals. To calculate annual pension costs, we use the following key variables: (1) size of the employee population, length of service and estimated compensation increases; (2) actuarial assumptions and estimates; (3) expected long-term rate of return on plan assets; and (4) discount rate.

Pension and postretirement benefit plan obligations, net of pension plan assets, were $127.6 million as of March 31, 2021, a nominal increase from December 31, 2020. This increase was primarily due to net periodic benefit costs for the three months ended March 31, 2021 of $2.6 million, offset by payments of $2.1 million.

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See “Note 15. Noninterest Income and Noninterest Expense” contained in our unaudited interim consolidated financial statements for more information on our pension and postretirement benefit plans.

Foreign Activities

Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in dollars or other non-local currency. As of both March 31, 2021 and December 31, 2020, there were no aggregate cross-border outstandings in other countries which amounted to 0.75% to 1% of our total consolidated assets. Additionally, there were no cross-border outstandings in excess of 1% of our total consolidated assets as of both March 31, 2021 and December 31, 2020.

Capital

The bank regulators currently use a combination of risk-based ratios and a leverage ratio to evaluate capital adequacy. The Company and the Bank are subject to the federal bank regulators’ final rules implementing Basel III and various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Capital Rules”).

The Capital Rules, among other things impose a capital measure called “Common Equity Tier 1” (“CET1”), to which most deductions/adjustments to regulatory capital must be made. In addition, the Capital Rules specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain specified requirements.

Under the Capital Rules, the minimum capital ratios are as follows:

~~Under the static balance sheet forecasts, larger sensitivities are experienced under all scenarios as expected changes in the deposit mix are not reflected in the forecast over the next 12 months.~~

~~We also have longer term interest rate risk exposures which may not be appropriately measured by net interest income simulation analysis. We use market value of equity (“MVE”) sensitivity analysis~~
● 4.5% CET1 capital to study the impact of long term cash flows on earnings and capital. MVE involves discounting present values of all cash flows of on balance sheet and off balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents our MVE. MVE analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base case measurement and its sensitivityrisk-weighted assets,
● 6.0% Tier 1 capital (that is, CET1 capital plus Additional Tier 1 capital) to ~~shifts in the yield curve allows management~~risk-weighted assets,
● 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to ~~measure longer term repricing option risk in the balance sheet.~~
We also analyze the historical sensitivity of our interest bearing transaction accounts to determine the portion that it classifies as interest rate sensitive versus the portion classified over one year. This analysis divides interest bearingrisk-weighted assets, and ~~liabilities into maturity categories and measures the “GAP” between maturing assets and liabilities in each category.~~
● 4.0% Tier 1 capital to average quarterly assets.

The Capital Rules also require a 2.5% capital conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer is composed entirely of CET1, on top of these minimum risk weighted asset ratios, effectively resulting in minimum ratios of (i) 7% CET1 to risk-weighted assets, (ii) 8.5% Tier 1 capital to risk-weighted assets, and (iii) 10.5% total capital to risk-weighted assets.

As of March 31, 2021, the Company’s capital levels remained characterized as “well capitalized” under the Capital Rules. Our regulatory capital ratios, calculated in accordance with the Capital Rules, are presented in Table 25 below. There have been no conditions or events since March 31, 2021 that management believes have changed either the Company’s or the Bank’s capital classifications.

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Regulatory Capital					Table 25

	March 31,			December 31,
(dollars in thousands)	2021			2020
Stockholders' Equity	$	2,683,630		$	2,744,104
Less:
Goodwill		995,492			995,492
Accumulated other comprehensive (loss) income, net		(43,435)			31,604
Common Equity Tier 1 Capital and Tier 1 Capital	$	1,731,573		$	1,717,008
Add:
Qualifying allowance for credit losses and reserve for unfunded commitments		169,681			172,950
Total Capital	$	1,901,254		$	1,889,958
Risk-Weighted Assets	$	13,509,716		$	13,769,885

Key Regulatory Capital Ratios
Common Equity Tier 1 Capital Ratio		12.82	%		12.47	%
Tier 1 Capital Ratio		12.82	%		12.47	%
Total Capital Ratio		14.07	%		13.73	%
Tier 1 Leverage Ratio		7.90	%		8.00	%

Total stockholders’ equity was $2.7 billion as of March 31, 2021, a decrease of $60.5 million or 2% from December 31, 2020. The decrease in stockholders’ equity was primarily due to a net unrealized loss in the fair value of our investment securities of $75.0 million, dividends declared and paid to the Company’s stockholders of $33.8 million and share repurchases of $9.5 million, partially offset by earnings for the period of $57.7 million during the three months ended March 31, 2021.

In February 2021, the Company announced a stock repurchase program for up to $75.0 million of its outstanding common stock during 2021. The timing and amount of stock repurchases, if any, are influenced by various internal and external factors.

In April 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.26 per share on our outstanding shares. The dividend will be paid on June 4, 2021 to shareholders of record at the close of business on May 24, 2021.

Off-Balance Sheet Arrangements and Guarantees

Off-Balance Sheet Arrangements

We hold interests in several unconsolidated variable interest entities (“VIEs”). These unconsolidated VIEs are primarily low income housing tax credit investments in partnerships and limited liability companies. Variable interests are defined as contractual ownership or other interest in an entity that change with fluctuations in an entity’s net asset value. The primary beneficiary consolidates the VIE. Based on our analysis, we have determined that the Company is not the primary beneficiary of these entities. As a result, we do not consolidate these VIEs.

Guarantees

We sell residential mortgage loans on the secondary market, primarily to Fannie Mae or Freddie Mac. The agreements under which we sell residential mortgage loans to Fannie Mae or Freddie Mac contain provisions that include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the specific representations and warranties vary among investors, insurance or guarantee agreements, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state and local laws and other matters. As of March 31, 2021 and December 31, 2020, the unpaid principal balance of our portfolio of residential mortgage loans sold was $2.0 billion and $2.2 billion, respectively. The agreements under which we sell residential mortgage loans require delivery of various documents to the investor or its document custodian. Although these loans are primarily sold on a non-recourse basis, we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred if a loan review reveals that underwriting and documentation standards were potentially not met in the origination of those loans. Upon receipt of a repurchase request, we work with investors to arrive at a mutually agreeable resolution. Repurchase demands are typically reviewed on an individual loan by loan basis to validate the claims made by the investor to determine if a contractually required repurchase event has occurred. We manage the risk

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associated with potential repurchases or other forms of settlement through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards. For the three months ended March 31, 2021, there were two residential mortgage loan repurchases totaling $0.6 million and there were no pending repurchase requests.

In addition to servicing loans in our portfolio, substantially all of the loans we sell to investors are sold with servicing rights retained. We also service loans originated by other mortgage loan originators. As servicer, our primary duties are to: (1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain and administer any hazard, title or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on defaulted mortgage loans, or loan modifications or short sales. Each agreement under which we act as servicer generally specifies a standard of responsibility for actions taken by the Company in such capacity and provides protection against expenses and liabilities incurred by the Company when acting in compliance with the respective servicing agreements. However, if we commit a material breach of obligations as servicer, we may be subject to termination if the breach is not cured within a specified period following notice. The standards governing servicing and the possible remedies for violations of such standards vary by investor. These standards and remedies are determined by servicing guides issued by the investors as well as the contract provisions established between the investors and the Company. Remedies could include repurchase of an affected loan. For the three months ended March 31, 2021, we had no repurchase requests related to loan servicing activities, nor were there any pending repurchase requests as of March 31, 2021.

Although to-date repurchase requests related to representation and warranty provisions and servicing activities have been limited, it is possible that requests to repurchase mortgage loans may increase in frequency as investors more aggressively pursue all means of recovering losses on their purchased loans. However, as of March 31, 2021, management believes that this exposure is not material due to the historical level of repurchase requests and loss trends and thus has not established a liability for losses related to mortgage loan repurchases. As of March 31, 2021, 97% of our residential mortgage loans serviced for investors were current. We maintain ongoing communications with investors and continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in loans sold to investors.

Contractual Obligations

Our contractual obligations have not changed materially since previously reported as of December 31, 2020.

Future Application of Accounting Pronouncements

For a discussion of the expected impact of accounting pronouncements recently issued but not adopted by us as of March 31, 2021, see “Note 1. Organization and Basis of Presentation — Recent Accounting Pronouncements” to the unaudited interim consolidated financial statements for more information.

Risk Governance and Quantitative and Qualitative Disclosures About Market Risk

Managing risk is an essential part of successfully operating our business. Management believes that the most prominent risk exposures for the Company are credit risk, market risk, liquidity risk management, capital management and operational risk. See “Analysis of Financial Condition — Liquidity” and “—Capital” sections of this MD&A for further discussions of liquidity risk management and capital management, respectively.

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Credit Risk

Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms. We manage and control credit risk in the loan and lease portfolio by adhering to well-defined underwriting criteria and account administration standards established by management. Written credit policies document underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the obligor, industry, product, and/or geographic location levels is actively managed to mitigate concentration risk. In addition, credit risk management includes an independent credit review process that assesses compliance with commercial, real estate and consumer credit policies, risk ratings and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history.

Management has identified three categories of loans that we use to develop our systematic methodology to determine the ACL: commercial, residential and consumer.

Commercial lending is further categorized into four distinct classes based on characteristics relating to the borrower, transaction and collateral. These classes are: commercial and industrial, commercial real estate, construction and lease financing. Commercial and industrial loans are primarily for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes by medium to larger Hawaii based corporations, as well as U.S. mainland and international companies. Commercial and industrial loans are typically secured by non-real estate assets whereby the collateral is trading assets, enterprise value or inventory. As with many of our customers, our commercial and industrial loan customers are heavily dependent on tourism, government expenditures and real estate values. Commercial real estate loans are secured by real estate, including but not limited to structures and facilities to support activities designated as retail, health care, general office space, warehouse and industrial space. Our Bank’s underwriting policy generally requires that net cash flows from the property be sufficient to service the debt while still maintaining an appropriate amount of reserves. Commercial real estate loans in Hawaii are characterized by having a limited supply of real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity. Our construction lending portfolio consists primarily of land loans, single family and condominium development loans. Financing of construction loans is subject to a high degree of credit risk given the long delivery time frames for such projects. Construction lending activities are underwritten on a project financing basis whereby the cash flows or lease rents from the underlying real estate collateral or the sale of the finished inventory is the primary source of repayment. Market feasibility analysis is typically performed by assessing market comparables, market conditions and demand in the specific lending area and general community. We require presales of finished inventory prior to loan funding. However, because this analysis is typically performed on a forward looking basis, real estate construction projects typically present a higher risk profile in our lending activities. Lease financing activities include commercial single investor leases and leveraged leases used to purchase items ranging from computer equipment to transportation equipment. Underwriting of new leasing arrangements typically includes analyzing customer cash flows, evaluating secondary sources of repayment, such as the value of the leased asset, the guarantors’ net cash flows as well as other credit enhancements provided by the lessee.

Residential lending is further categorized into the following classes: residential mortgages (loans secured by 1-4 family residential properties and home equity loans) and home equity lines of credit. Our Bank’s underwriting standards typically require LTV ratios of not more than 80%, although higher levels are permitted with accompanying mortgage insurance. First mortgage loans secured by residential properties generally carry a moderate level of credit risk, with an average loan size of approximately $363,000. Residential mortgage loan production is added to our loan portfolio or is sold in the secondary market, based on management’s evaluation of our liquidity, capital and loan portfolio mix as well as market conditions. Changes in interest rates, the economic environment and other market factors have impacted, and will likely continue to impact, the marketability and value of collateral and the financial condition of our borrowers which impacts the level of credit risk inherent in this portfolio, although we remain in a supply constrained housing environment in Hawaii. Geographic concentrations exist for this portfolio as nearly all residential mortgage loans and home equity lines of credit are for residences located in Hawaii, Guam or Saipan. These island locales are susceptible to a wide array of potential natural disasters including, but not limited to, hurricanes, floods, tsunamis and earthquakes. We offer home equity lines of credit with variable rates; fixed rate lock options may be available post-closing. All lines are underwritten at 2% over the fully indexed rate. Our procedures for underwriting home equity lines of credit include an assessment of an applicant’s overall financial capacity and repayment ability. Decisions are primarily based on repayment ability via debt-to-income ratios, LTV ratios and an evaluation of credit history.

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Consumer lending is further categorized into the following classes of loans: credit cards, automobile loans and other consumer-related installment loans. Consumer loans are either unsecured or secured by the borrower’s personal assets. The average loan size is generally small and risk is diversified among many borrowers. We offer a wide array of credit cards for business and personal use. In general, our customers are attracted to our credit card offerings on the basis of price, credit limit, reward programs and other product features. Credit card underwriting decisions are generally based on repayment ability of our borrower via DTI ratios, credit bureau information, including payment history, debt burden and credit scores, such as FICO, and analysis of financial capacity. Automobile lending activities include loans and leases secured by new or used automobiles. We originate the majority of our automobile loans and leases on an indirect basis through selected dealerships. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity and repayment ability, credit history and the ability to meet existing obligations and payments on the proposed loan or lease. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount. We require borrowers to maintain full coverage automobile insurance on automobile loans and leases, with the Bank listed as either the loss payee or additional insured. Installment loans consist of open and closed end facilities for personal and household purchases. We seek to maintain reasonable levels of risk in installment lending by following prudent underwriting guidelines which include an evaluation of personal credit history and cash flow.

In addition to geographic concentration risk, we also monitor our exposure to industry risk. While the Bank, our customers and our results of operations could be adversely impacted by events affecting the tourism industry, we also monitor our other industry exposures, including, but not limited to, our exposures in the oil, gas and energy industries. As of March 31, 2021 and December 31, 2020, we did not have material exposures to customers in the oil, gas and energy industries.

Market Risk

Market Risk Measurement

We primarily use net interest income simulation analysis to measure and analyze interest rate risk. We run various hypothetical interest rate scenarios and compare these results against a measured base case scenario. Our net interest income simulation analysis incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results. These assumptions include: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market rate sensitive instruments on and off-balance sheet, (4) differing sensitivities of financial instruments due to differing underlying rate indices and (5) varying loan prepayment speeds for different interest rate scenarios. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset liability management strategies to manage our interest rate risk.

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Table 26 presents, for the twelve months subsequent to March 31, 2021 and December 31, 2020, an estimate of the changes in net interest income that would result from ramps (gradual changes) and shocks (immediate changes) in market interest rates, moving in a parallel fashion over the entire yield curve, relative to the measured base case scenario. Ramp scenarios assume interest rates move gradually in parallel across the yield curve relative to the base case scenario. Shock scenarios assume an immediate and sustained parallel shift in interest rates across the entire yield curve, relative to the base case scenario. The base case scenario assumes that the balance sheet and interest rates are generally unchanged. We evaluate the sensitivity by using a static forecast, where the balance sheets as of March 31, 2021 and December 31, 2020 are held constant.


Net Interest Income Sensitivity Profile - Estimated Percentage Change Over 12 Months		Table 26
		Static Forecast				Static Forecast
	March 31, 2021				December 31, 2020
Ramp Change in Interest Rates (basis points)
+100			6.3	%			6.4	%
+50			3.2				3.2
(50)			(1.6)				(1.7)
(100)			(2.4)				(2.5)

Immediate Change in Interest Rates (basis points)
+100			12.4	%			12.4	%
+50			6.3				6.3
(50)			(2.9)				(3.0)
(100)			(4.7)				(4.4)

The table above shows the effects of a simulation which estimates the effect of a gradual and immediate sustained parallel shift in the yield curve of −100, −50, +50 and +100 basis points in market interest rates over a twelve-month period on our net interest income.

Currently, our interest rate profile is such that we project net interest income will benefit from higher interest rates as our assets would reprice faster and to a greater degree than our liabilities, while in the case of lower interest rates, our assets would reprice downward and to a greater degree than our liabilities.

Under the static balance sheet forecast as of March 31, 2021, our net interest income sensitivity profile is relatively unchanged in higher and lower interest rate scenarios compared to similar forecasts as of December 31, 2020. The sensitivity outcomes described above are primarily due to the impact of holding a larger federal funds position being offset by market interest rates being higher as of March 31, 2021 as compared with December 31, 2020. A larger federal funds position has the effect of magnifying the impact of higher interest rate scenarios. Higher market interest rates have the effect of lower prepayments on loans and investment securities. Because market interest rates remain near an interest rate floor, this dampens the impact of the lower interest rate scenarios for both ramp and shock scenarios.

The comparisons above provide insight into the potential effects of changes in interest rates on net interest income. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimize the impact of such risks.

We also have longer term interest rate risk exposures which may not be appropriately measured by net interest income simulation analysis. We use market value of equity (“MVE”) sensitivity analysis to study the impact of long-term cash flows on earnings and capital. MVE involves discounting present values of all cash flows of on-balance sheet and off-balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents our MVE. MVE analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base case measurement and its sensitivity to shifts in the yield curve allow management to measure longer term repricing option risk in the balance sheet.

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Limitations of Market Risk Measures

The results of our simulation analyses are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, our net interest income might vary significantly. Non parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause our net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or faster than our assets re-price. Actual results could differ from those projected if we grow assets and liabilities faster or slower than estimated, if we experience a net outflow of deposits or if our mix of assets and liabilities otherwise changes. For example, while we maintain relatively high levels of liquidity, a faster than expected withdrawal of deposits out of the bank may cause us to seek higher cost sources of funding. Actual results could also differ from those projected if we experience substantially different prepayment speeds in our loan portfolio than those assumed in the simulation analyses. Finally, these simulation results do not consider all the actions that we may undertake in response to potential or actual changes in interest rates, such as changes to our loan, investment, deposit, funding or hedging strategies.

Market Risk Governance

We seek to achieve consistent growth in net interest income and capital while managing volatility arising from changes in market interest rates. The objective of our interest rate risk management process is to increase net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

To manage the impact on net interest income, we manage our exposure to changes in interest rates through our asset and liability management activities within guidelines established by our ALCO and approved by our board of directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposures. The objective of our interest rate risk management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

Through review and oversight by the ALCO, we attempt to engage in strategies that neutralize interest rate risk as much as possible. Our use of derivative financial instruments, as detailed in “Note 11. Derivative Financial Instruments” to the unaudited interim consolidated financial statements, has generally been limited. This is due to natural on balance sheet hedges arising out of offsetting interest rate exposures from loans and investment securities with deposits and other interest-bearing liabilities. In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by the ALCO. We utilize natural and offsetting economic hedges in an effort to reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures. Expected movements in interest rates are also considered in managing interest rate risk. Thus, as interest rates change, we may use different techniques to manage interest rate risk.

Management uses the results of its various simulation analyses to formulate strategies to achieve a desired risk profile within the parameters of our capital and liquidity guidelines.

In addition, our business relies upon a large volume of loans, derivative contracts and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR to establish their interest rate and/or value. In 2017, the U.K. Financial Conduct Authority announced that it would no longer compel banks to submit rates for the calculation of LIBOR after 2021. The administrator of LIBOR has stated it will extend publication of the most commonly used U.S. Dollar LIBOR settings to June 30, 2023 and to cease publishing other LIBOR settings on December 31, 2021. The U.S. federal banking agencies issued guidance strongly encouraging banking organizations to cease using U.S. dollar LIBOR as a reference rate in new contracts as soon as practicable and in any event by December 31, 2021. It is not possible to know whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR or what the effect of any such changes in views or alternatives may have on the financial markets for LIBOR-linked financial instruments. The full impact of alternatives to LIBOR on the valuations, pricing and operation of our financial instruments is not yet known; however, the primary instruments that may be impacted include loans, securities and derivatives indexed to LIBOR that mature after December 31, 2021. We have established a working group, consisting of key stakeholders from throughout the Company, to monitor developments relating to LIBOR uncertainty and changes and to guide the Bank’s response. This team is currently working to ensure that our technology systems are prepared for the transition, our loan documents that reference LIBOR-based rates have been appropriately amended to reference other methods of interest rate determinations and internal and external stakeholders are apprised of the transition.

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Operational Risk

Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters), or compliance, reputational or legal matters, including the risk of loss resulting from fraud, litigation and breaches in data security. Operational risk is inherent in all of our business ventures and the management of that risk is important to the achievement of our objectives. We have a framework in place that includes the reporting and assessment of any operational risk events, and the assessment of our mitigating strategies within our key business lines. This framework is implemented through our policies, processes and reporting requirements. We measure and report operational risk using the seven operational risk event types projected by the Basel Committee on Banking Supervision in Basel II: (1) external fraud; (2) internal fraud; (3) employment practices and workplace safety; (4) clients, products and business practices; (5) damage to physical assets; (6) business disruption and system failures; and (7) execution, delivery and process management. Our operational risk review process is also a core part of our assessment of material new products or activities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Governance and Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

~~Limitations of Market Risk Measures~~

The results of our simulation analyses are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, our net interest income might vary significantly. Non parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause our net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short term liabilities re-price faster than expected or faster than our assets re-price. Actual results could differ from those projected if we grow assets and liabilities faster or slower than estimated, if we experience a net outflow of deposits or if our mix of assets and liabilities otherwise changes. For example, while we maintain relatively large cash balances with the FRB, a faster than expected withdrawal of deposits out of the bank may cause us to seek higher cost sources of funding. Actual results could also differ from those projected if we experience substantially different prepayment speeds in our loan portfolio than those assumed in the simulation analyses. Finally, these simulation results do not consider all the actions that we may undertake in response to potential or actual changes in interest rates, such as changes to our loan, investment, deposit, funding or hedging strategies.

~~Market Risk Governance~~

~~Table of Contents~~

Through review and oversight by the ALCO, we attempt to engage in strategies that neutralize interest rate risk as much as possible. Our use of derivative financial instruments, as detailed in “Note 10. Derivative Financial Instruments” to the unaudited interim consolidated financial statements, has generally been limited. This is due to natural on balance sheet hedges arising out of offsetting interest rate exposures from loans and investment securities with deposits and other interest-bearing liabilities. In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by the ALCO. We utilize natural and offsetting economic hedges in an effort to reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures. Expected movements in interest rates are also considered in managing interest rate risk. Thus, as interest rates change, we may use different techniques to manage interest rate risk.

~~Management uses the results of its various simulation analyses to formulate strategies to achieve a desired risk profile within the parameters of our capital and liquidity guidelines.~~

~~Operational Risk~~

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~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Governance and Quantitative and Qualitative Disclosures About Market Risk.”~~

~~ITEM 4. CONTROLS AND PROCEDURES~~

~~Disclosure Controls and Procedures~~

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2021. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2021

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2021 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021 contain a discussion of our risk factors. Except to the extent that additional factual information disclosed in this Quarterly Report on Form 10-Q relates to such risk factors, there are no material changes from the risk factors as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides certain information with respect to our purchases of shares of the Company’s common stock during the three months ended March 31, 2021:


Issuer Purchases of Equity Securities
				Total Number of	Approximate Dollar
				Shares Purchased	Value of Shares
	Total Number	Average		as Part of Publicly	that May Yet Be
	of Shares	Price Paid		Announced Plans or	Purchased Under the
Period	Purchased¹	per Share		Programs	Plans or Programs²
January 1, 2021 through January 31, 2021	144	$	23.58	-	$	-
February 1, 2021 through February 28, 2021	97,460		25.64	23,000		74,331,603
March 1, 2021 through March 31, 2021	328,825		28.63	309,464		65,457,214
Total	426,429	$	27.94	332,464

(1)	Includes 93,965 shares acquired from employees to satisfy income tax withholding requirements in connection with vested share awards during the three months ended March 31, 2021.

(2)

In February 2021, the Company announced a stock repurchase program for up to $75 million of its outstanding common stock during 2021. As of March 31, 2021, $65.5 million remained of the $75 million total repurchase amount authorized under the stock repurchase program for 2021. The timing and amount of stock repurchases are influenced by various internal and external factors.

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ITEM 6. EXHIBITS

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index and is incorporated herein by reference.

Exhibit Index

Exhibit Number

10.1

First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by First Hawaiian, Inc. on February 4, 2021 (File No. 001-14585))

10.2

First Hawaiian, Inc. Long-Term Incentive Plan Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by First Hawaiian, Inc. on February 4, 2021 (File No. 001-14585))

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as ~~amended (the “Exchange Act”)) as~~Amended, Adopted Pursuant to Section 302 of ~~September 30, 2017. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by~~ the ~~Company in the reports that it files or submits under the Exchange~~Sarbanes-Oxley Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer andof 2002

31.2

Certification of Chief Financial Officer to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~September 30, 2017.~~

~~Changes in Internal Control over Financial Reporting~~

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2017 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~PART II – OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS~~

The Company operates in a highly regulated environment. From time to time, the Company is party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels. For additional information, see the discussion related to contingencies in “Note 11. Commitments and Contingent Liabilities” in our consolidated financial statements under “Part I, Item 1. Financial Statements.”

~~ITEM 1A. RISK FACTORS~~

~~There are no material changes from the risk factors as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~

~~ITEM 5. OTHER INFORMATION~~

~~Information Required~~ Pursuant to ~~Section 13(r) of the Securities Exchange Act~~

~~Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 amended Section 13~~Rule 13a-14(a) of the Securities Exchange Act of 1934, ~~(the “Exchange Act”)~~as Amended, Adopted Pursuant to add new subsection (r), which requires disclosure if, during the reporting period, the issuer or any of its affiliates has knowingly engaged in certain specified activities involving Iran or other persons targeted by the United States sanctions programs related to terrorism (Executive Order 13224) or the proliferation of weapons of mass destruction (Executive Order 13382). Disclosure is generally required even if the activities were conducted outside the United States by non-U.S. entities in compliance with applicable law. First Hawaiian, Inc. and its Subsidiary (the “Company”) have not engaged in any activities that would require reporting under Section ~~13(r)~~302 of the ~~Exchange Act. However, the Company is controlled by BNP Paribas and under common control with BNP Paribas’ affiliates (collectively “BNPP”). To help the Company comply with~~Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section ~~13(r)~~1350, as Adopted Pursuant to Section 906 of the ~~Exchange~~Sarbanes-Oxley Act ~~BNPP has requested relevant information from its affiliates globally, and it has provided~~of 2002

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the ~~following information to~~Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document – the ~~Company:~~

~~Table of Contents~~

BNPP is committed to economic sanctions compliance, the prevention of money laundering and the fight against corruption and terrorist financing. As part of these efforts, BNPP has adopted and maintains a risk-based compliance program reasonably designed to ensure conformity with applicable anti-money laundering, anti-corruption, counter-terrorist financing, and sanctions laws and regulationsinstance document does not appear in the ~~territories in which BNPP operates.~~

~~Legacy agreements:~~ InInteractive Data File because its XBRL tags are embedded within the past, BNPP has issued and participates in legacy guarantees and other financing arrangements that supported various projects, including the construction of petrochemical plants in Iran. Some of these financing arrangements had counterparties that were entities or instrumentalities of the Government of Iran, involved Iranian banks that were subsequently sanctioned pursuant to Executive Orders 13224 or 13382, or involved a Syrian entity that was subsequently sanctioned pursuant to Executive Order 13382. BNPP continues to have obligations under these arrangements and has made efforts to close the positions which remain outstanding in accordance with applicable law. BNPP received gross revenues of approximately EUR 12.5 million for the three months ended September 30, 2017 in connection with these projects, with a net profit of less than that amount, which were mainly comprised of repayments and fees on those legacy guarantees and other financing arrangements.

~~Other relationships with Iranian banks:~~ Until August 1, 2017, BNPP maintained a safe deposit box in Italy for the Rome branch of an Iranian government-owned bank. There was no gross revenue to BNPP during the reporting period for this activity.

~~Clearing systems:~~ As part of its operations and in conformance with applicable law, BNPP participates in various local clearing and settlement exchange systems. Iranian government-owned banks also participate in some of these clearing systems and may act as counterparty banks. BNPP intends to continue to participate in the local clearing and settlement exchange systems in various countries. There was no measurable gross revenue or net profit generated by this activity for BNPP during the reporting period.

~~Restricted accounts and transactions:~~ BNPP maintains various accounts that are blocked or restricted for sanctions-related reasons, for which no activity took place during the reporting period, except for the crediting of interest or the deduction of standard account charges, in accordance with applicable law. During the fourth quarter of 2016, BNPP froze payments where required under relevant sanctions programs. BNPP will continue to hold these assets in a blocked or restricted status, as applicable laws may require or permit.

~~ITEM 6. EXHIBITS~~

~~A list of exhibits to this Form 10-Q is set forth on the Exhibit Index and is incorporated herein by reference.~~

~~Exhibit Index~~


~~Exhibit Number~~

~~31.1~~	~~Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~31.2~~	~~Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~32.1~~	~~Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~32.2~~	~~Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~	~~XBRL Instance Document~~

~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~
	Inline XBRL document

101.SCH

~~Table of Contents~~Inline XBRL Taxonomy Extension Schema Document

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~


101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)

~~Table of Contents~~

~~Signatures~~

Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 3, 2021

First Hawaiian, Inc.

By:

/s/ Robert S. Harrison

Robert S. Harrison

Chairman of the ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~


~~Date: October 26, 2017~~		~~First Hawaiian, Inc.~~



	~~By:~~	~~/s/ Robert S. Harrison~~
		~~Robert S. Harrison~~ ~~Chairman of the~~ Board, President and Chief Executive Officer (Principal Executive Officer)



	By:	/s/ Ravi Mallela
		Ravi Mallela Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



	~~By:~~	~~/s/ Michael Ching~~
		~~Michael Ching~~ ~~Chief Financial Officer and Treasurer~~ ~~(Principal Financial Officer)~~


Part I Financial Information			Page No.
	Item 1.	Financial Statements (unaudited)		2
		Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020		2
		Consolidated Statements of Comprehensive (Loss) Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020		3
		Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020		4
		Consolidated Statements of Stockholders' Equity for the ~~nine~~three and three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020		5
		Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020		6
		Notes to Consolidated Financial Statements (unaudited)		7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		4241
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		79
	Item 4.	Controls and Procedures		79
Part II Other Information				79
	Item 1.	Legal Proceedings		79
	Item 1A.	Risk Factors		79
	Item 5.6.	~~Other Information~~Exhibits		7981
	~~Item 6.~~Exhibit Index		~~Exhibits~~		8081
	~~Exhibit Index~~Signatures		80
	~~Signatures~~		82


										Accumulated
						Additional				Other
	Net		Common Stock			Paid-In		Retained		Comprehensive
(dollars in thousands, except share amounts)	Investment		Shares	Amount		Capital		Earnings		Loss		Total
Balance as of December 31, 2015	$	2,788,200	139,459,620	$	—	$	—	$	—	$	(51,259)	$	2,736,941
Net income prior to reorganization on April 1, 2016		65,531	—		—		—		—		—		65,531
Distributions prior to reorganization on April 1, 2016		(363,624)	—		—		—		—		—		(363,624)
Recapitalization of First Hawaiian, Inc.		(2,490,107)	—		1,395		2,488,712		—		—		—
Net income		—	—		—		—		108,095		—		108,095
Cash dividends declared ($0.42 per share)		—	—		—		—		(57,891)		—		(57,891)
Equity-based awards		—	—		—		1,913		—		—		1,913
Contributions		—	—		—		61,992		—		—		61,992
Distributions		—	—		—		(69,938)		—		—		(69,938)
Other comprehensive income, net of tax		—	—		—		—		—		40,944		40,944
Balance as of September 30, 2016	$	—	139,459,620	$	1,395	$	2,482,679	$	50,204	$	(10,315)	$	2,523,963

Balance as of December 31, 2016	$	—	139,530,654	$	1,395	$	2,484,251	$	78,850	$	(88,011)	$	2,476,485
Net income		—	—		—		—		171,998		—		171,998
Cash dividends declared ($0.66 per share)		—	—		—		—		(92,101)		—		(92,101)
Common stock issued under Employee Stock Purchase Plan		—	15,961		—		528		—		—		528
Equity-based awards		—	39,667		1		4,494		(444)		—		4,051
Other comprehensive income, net of tax		—	—		—		—		—		20,897		20,897
Balance as of September 30, 2017	$	—	139,586,282	$	1,396	$	2,489,273	$	158,303	$	(67,114)	$	2,581,858


	Three Months Ended September 30, 2017
	Commercial Lending
	Commercial		Commercial
	and		Real				Lease
(dollars in thousands)	Industrial		Estate		Construction		Financing		Residential		Consumer		Unallocated		Total
Allowance for loan and lease losses:
Balance at beginning of period	$	33,341	$	20,011	$	5,471	$	857	$	44,374	$	27,903	$	4,926	$	136,883
Charge-offs		(408)		—		—		(1)		(293)		(6,263)		—		(6,965)
Recoveries		582		336		—		—		139		1,852		—		2,909
Increase (decrease) in Provision		(1,677)		234		353		(36)		657		5,107		(138)		4,500
Balance at end of period	$	31,838	$	20,581	$	5,824	$	820	$	44,877	$	28,599	$	4,788	$	137,327


	September 30, 2017
			Unpaid
	Recorded		Principal		Related
(dollars in thousands)	Investment		Balance		Allowance
Impaired loans with no related allowance recorded:
Commercial and industrial	$	19,071	$	19,858	$	—
Commercial real estate		8,157		8,157		—
Residential		8,281		8,864		—
Total	$	35,509	$	36,879	$	—
Impaired loans with a related allowance recorded:
Commercial and industrial	$	152	$	152	$	4
Commercial real estate		904		904		7
Residential		8,772		9,053		631
Total	$	9,828	$	10,109	$	642
Total impaired loans:
Commercial and industrial	$	19,223	$	20,010	$	4
Commercial real estate		9,061		9,061		7
Residential		17,053		17,917		631
Total	$	45,337	$	46,988	$	642


	Three Months Ended				Nine Months Ended
	September 30, 2016				September 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
(dollars in thousands)	Investment		Recognized		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial and industrial	$	29,018	$	335	$	30,044	$	1,207
Commercial real estate		11,752		176		9,713		556
Construction		—		—		188		—
Lease financing		168		3		171		4
Residential		11,312		192		12,197		453
Total	$	52,250	$	706	$	52,313	$	2,220
Impaired loans with a related allowance recorded:
Commercial and industrial	$	991	$	3	$	661	$	11
Commercial real estate		479		11		319		33
Residential		8,487		96		8,616		298
Total	$	9,957	$	110	$	9,596	$	342
Total impaired loans:
Commercial and industrial	$	30,009	$	338	$	30,705	$	1,218
Commercial real estate		12,231		187		10,032		589
Construction		—		—		188		—
Lease financing		168		3		171		4
Residential		19,799		288		20,813		751
Total	$	62,207	$	816	$	61,909	$	2,562


	December 31, 2016
	Remaining Contractual Maturity of the Agreements
	Up to				Greater than
(dollars in thousands)	30 days		30-90 days		90 days		Total
Government agency collateralized mortgage obligations	$	1,200	$	—	$	4,951	$	6,151
Government-sponsored enterprises mortgage-backed securities		—		2,000		1,000		3,000
Gross amount of recognized liabilities for repurchase agreements	$	1,200	$	2,000	$	5,951	$	9,151


			Income
			Tax
	Pre-tax		Benefit		Net of
(dollars in thousands)	Amount		(Expense)		Tax
Accumulated other comprehensive loss at June 30, 2017	$	(111,823)	$	44,172	$	(67,651)
Three months ended September 30, 2017
Investment securities:
Unrealized net gains arising during the period		212		(84)		128
Net change in unrealized gains on investment securities		212		(84)		128
Cash flow derivative hedges:
Unrealized net gains on cash flow derivative hedges arising during the period		675		(266)		409
Net change in unrealized gains on cash flow derivative hedges		675		(266)		409
Other comprehensive income		887		(350)		537
Accumulated other comprehensive loss at September 30, 2017	$	(110,936)	$	43,822	$	(67,114)


	First Hawaiian, Inc.				First Hawaiian				Minimum		Well-
	and Subsidiary				Bank				Capital		Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Ratio(1)		Ratio(1)
September 30, 2017:
Common equity tier 1 capital to risk-weighted assets	$	1,653,480	12.71	%	$	1,645,372	12.67	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,653,480	12.71	%		1,645,372	12.67	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,791,407	13.77	%		1,783,299	13.73	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,653,480	8.66	%		1,645,372	8.63	%	4.00	%	5.00	%

December 31, 2016:
Common equity tier 1 capital to risk-weighted assets	$	1,569,004	12.75	%	$	1,533,056	12.51	%	4.50	%	6.50	%
Tier 1 capital to risk-weighted assets		1,569,004	12.75	%		1,533,063	12.51	%	6.00	%	8.00	%
Total capital to risk-weighted assets		1,705,098	13.85	%		1,669,157	13.62	%	8.00	%	10.00	%
Tier 1 capital to average assets (leverage ratio)		1,569,004	8.36	%		1,533,063	8.19	%	4.00	%	5.00	%


	Nine Months Ended September 30,
	2017						2016
			Interest						Interest
			and						and
(dollars in thousands)	Tax		Penalties		Total		Tax		Penalties		Total
Balance at January 1,	$	127,085	$	9,965	$	137,050	$	5,903	$	2,935	$	8,838
Additions for current year tax positions		1,727		—		1,727		6,268		1,117		7,385
Additions for Reorganization Transactions		—		226		226		115,877		5,459		121,336
Additions for prior years' tax positions:
Accrual of interest and penalties		—		295		295		—		95		95
Reductions for prior years' tax positions:
Expiration of statute of limitations		(258)		(152)		(410)		(530)		(215)		(745)
Other		—		—		—		(12)		(1)		(13)
Balance at September 30,	$	128,554	$	10,334	$	138,888	$	127,506	$	9,390	$	136,896


	Net gains (losses) recognized	Three Months Ended				Nine Months Ended
	in the consolidated statements	September 30,				September 30,
(dollars in thousands)	of income line item	2017		2016		2017		2016
Derivatives Not Designated As Hedging Instruments:
Interest rate swaps	Other noninterest income	$	234	$	378	$	587	$	(17)
Funding swap	Other noninterest income		(41)		6		(74)		25
Foreign exchange contracts	Other noninterest income		(149)		72		78		(50)


	Pension Benefits				Other Benefits
(dollars in thousands)	2017		2016		2017		2016
Three Months Ended September 30,
Service cost	$	157	$	215	$	179	$	193
Interest cost		2,041		2,172		201		210
Expected return on plan assets		(1,242)		(1,180)		—		—
Prior service credit		—		—		(107)		(107)
Recognized net actuarial loss		2,000		1,774		—		—
Total net periodic benefit cost	$	2,956	$	2,981	$	273	$	296

Nine Months Ended September 30,
Service cost	$	472	$	644	$	537	$	577
Interest cost		6,124		6,486		603		631
Expected return on plan assets		(3,726)		(3,515)		—		—
Prior service credit		—		—		(322)		(321)
Recognized net actuarial loss		5,998		5,319		—		—
Total net periodic benefit cost	$	8,868	$	8,934	$	818	$	887


	Fair Value Measurements as of September 30, 2017
	Quoted Prices in		Significant
	Active Markets for		Other		Significant
	Identical Assets		Observable		Unobservable
(dollars in thousands)	(Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Assets
U.S. Treasury securities	$	—	$	396,766	$	—	$	396,766
Government-sponsored enterprises debt securities		—		245,138		—		245,138
Government agency mortgage-backed securities (1)		—		159,787		—		159,787
Government-sponsored enterprises mortgage-backed securities (1)		—		184,139		—		184,139
Non-government asset-backed securities		—		101		—		101
Collateralized mortgage obligations:
Government agency		—		3,513,904		—		3,513,904
Government-sponsored enterprises		—		815,138		—		815,138
Total available-for-sale securities		—		5,314,973		—		5,314,973
Other assets (2)		—		19,831		—		19,831
Liabilities
Other liabilities (3)		—		(18,858)		(5,975)		(24,833)
Total	$	—	$	5,315,946	$	(5,975)	$	5,309,971


	September 30, 2017
			Fair Value Measurements
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Unobservable
			for Identical		Observable		Inputs
(dollars in thousands)	Book Value		Assets (Level 1)		Inputs (Level 2)		(Level 3)		Total
Financial assets:
Cash and cash equivalents	$	1,114,365	$	321,319	$	793,045	$	—	$	1,114,364
Loans (1)		11,978,338		—		—		11,979,164		11,979,164

Financial liabilities:
Deposits	$	17,595,483	$	12,950,356	$	4,639,721	$	—	$	17,590,077

Off-balance sheet financial instruments:
Commitments to extend credit (2)	$	20,180	$	—	$	—	$	20,180	$	20,180
Standby letters of credit		2,857		—		—		2,857		2,857
Commercial letters of credit		15		—		—		15		15


(dollars in thousands)	Level 1		Level 2		Level 3
September 30, 2017
Impaired loans	$	—	$	—	$	107
December 31, 2016
Impaired loans	$	—	$	—	$	1,567


	Quantitative Information about Level 3 Fair Value Measurements at September 30, 2017
				Significant	Range
(dollars in thousands)	Fair value		Valuation Technique	Unobservable Input	(Weighted Average)
Impaired loans	$	107	Appraisal Value	Appraisal Value	n/m (1)
Other liabilities	$	(5,975)	Discounted Cash Flow	Expected Conversion Factor	1.6483
				Expected Term	4 years
				Growth Rate	15%


	March 31,			December 31,
Capital Ratios:	2021			2020
Common Equity Tier 1 Capital Ratio		12.82	%		12.47	%
Tier 1 Capital Ratio		12.82	%		12.47	%
Total Capital Ratio		14.07	%		13.73	%
Tier 1 Leverage Ratio		7.90	%		8.00	%
Total stockholders' equity to total assets		11.42	%		12.11	%
Tangible stockholders' equity to tangible assets (non-GAAP)⁽¹¹⁾		7.50	%		8.07	%


	September 30,			December 31,
Capital Ratios:	2017			2016
Common Equity Tier 1 Capital Ratio		12.71	%		12.75	%
Tier 1 Capital Ratio		12.71	%		12.75	%
Total Capital Ratio		13.77	%		13.85	%
Tier 1 Leverage Ratio		8.66	%		8.36	%
Total stockholders' equity to total assets		12.55	%		12.60	%
Tangible stockholders' equity to tangible assets (non-GAAP)(10)		8.11	%		7.93	%


GAAP to Non-GAAP Reconciliation					Table 2
	For the Three Months Ended
	March 31,
(dollars in thousands, except per share data)	2021			2020
Net interest income	$	129,158		$	138,683
Core net interest income (non-GAAP)	$	129,158		$	138,683

Noninterest income	$	43,868		$	49,228
Gains on sale of securities		—			(85)
Core noninterest income (non-GAAP)	$	43,868		$	49,143

Noninterest expense	$	96,306		$	96,466
Core noninterest expense (non-GAAP)	$	96,306		$	96,466

Net income	$	57,693		$	38,865
Gains on sale of securities		—			(85)
Tax adjustments^(a)		—			23
Total core adjustments		—			(62)
Core net income (non-GAAP)	$	57,693		$	38,803

Basic earnings per share	$	0.44		$	0.30
Diluted earnings per share	$	0.44		$	0.30
Efficiency ratio		55.53	%		51.33	%

Core basic earnings per share (non-GAAP)	$	0.44		$	0.30
Core diluted earnings per share (non-GAAP)	$	0.44		$	0.30
Core efficiency ratio (non-GAAP)		55.53	%		51.35	%


GAAP to Non-GAAP Reconciliation							Table 2
	As of and for the				As of and for the
	Three Months Ended September 30,				Nine Months Ended September 30,
(dollars in thousands, except per share data)	2017		2016		2017			2016
Net interest income	$	133,319	$	122,683	$	393,918		$	360,422
Core net interest income (non-GAAP)	$	133,319	$	122,683	$	393,918		$	360,422

Noninterest income	$	48,535	$	48,690	$	146,812		$	168,580
Gains on sale of bank properties		(2,667)		—		(2,667)			—
Gains on sale of securities		—		—		—			(3,050)
Gains on sale of stock (Visa/MasterCard)		—		—		—			(22,678)
Core noninterest income (non-GAAP)	$	45,868	$	48,690	$	144,145		$	142,852

Noninterest expense	$	83,655	$	82,804	$	253,235		$	246,341
One-time items(a)		(543)		(3,090)		(1,384)			(5,637)
Core noninterest expense (non-GAAP)	$	83,112	$	79,714	$	251,851		$	240,704

Net income	$	58,363	$	53,235	$	171,998		$	173,626
Gains on sale of bank properties		(2,667)		—		(2,667)			—
Gains on sale of securities		—		—		—			(3,050)
Gains on sale of stock (Visa/MasterCard)		—		—		—			(22,678)
One-time items(a)		543		3,090		1,384			5,637
Tax adjustments (b)		801		(1,148)		488			7,575
Total core adjustments		(1,323)		1,942		(795)			(12,516)
Core net income (non-GAAP)	$	57,040	$	55,177	$	171,203		$	161,110
Core basic earnings per share (non-GAAP)	$	0.41	$	0.40	$	1.23		$	1.16
Core diluted earnings per share (non-GAAP)	$	0.41	$	0.40	$	1.23		$	1.16


GAAP to Non-GAAP Reconciliation											Table 3
	For the three months ended						For the nine months ended
	September 30,						September 30,
(dollars in thousands, except per share data)	2017			2016			2017			2016
Income Statement Data:
Net income	$	58,363		$	53,235		$	171,998		$	173,626

Average total stockholders' equity	$	2,564,563		$	2,506,099		$	2,527,435		$	2,588,602
Less: average goodwill		995,492			995,492			995,492			995,492
Average tangible stockholders' equity	$	1,569,071		$	1,510,607		$	1,531,943		$	1,593,110

Average total assets	$	20,109,090		$	19,314,668		$	19,858,184		$	19,185,484
Less: average goodwill		995,492			995,492			995,492			995,492
Average tangible assets	$	19,113,598		$	18,319,176		$	18,862,692		$	18,189,992

Return on average total stockholders' equity(a)		9.03	%		8.45	%		9.10	%		8.96	%
Return on average tangible stockholders' equity (non-GAAP)(a)		14.76	%		14.02	%		15.01	%		14.56	%

Return on average total assets(a)		1.15	%		1.10	%		1.16	%		1.21	%
Return on average tangible assets (non-GAAP)(a)		1.21	%		1.16	%		1.22	%		1.28	%


	As of			As of
	September 30,			December 31,
	2017			2016
Balance Sheet Data:
Total stockholders' equity	$	2,581,858		$	2,476,485
Less: goodwill		995,492			995,492
Tangible stockholders' equity	$	1,586,366		$	1,480,993

Total assets	$	20,565,627		$	19,661,829
Less: goodwill		995,492			995,492
Tangible assets	$	19,570,135		$	18,666,337

Shares outstanding		139,586,282			139,530,654

Total stockholders' equity to total assets		12.55	%		12.60	%
Tangible stockholders' equity to tangible assets (non-GAAP)		8.11	%		7.93	%

Book value per share	$	18.50		$	17.75
Tangible book value per share (non-GAAP)	$	11.36		$	10.61


Average Balances and Interest Rates											Table 4
	Three Months Ended						Three Months Ended
	September 30, 2017						September 30, 2016
	Average		Income/		Yield/		Average		Income/			Yield/
(dollars in millions)	Balance		Expense		Rate		Balance		Expense			Rate
Earning Assets
Interest-Bearing Deposits in Other Banks	$	597.5	$	2.0	1.30	%	$	1,023.6	$	1.3		0.51	%
Available-for-Sale Investment Securities		5,124.9		24.2	1.88			4,743.7		21.1		1.77
Loans Held for Sale		0.1		—	3.62			—		—		—
Loans and Leases (1)
Commercial and industrial		3,276.4		27.3	3.31			3,248.1		23.7		2.90
Real estate - commercial		2,696.4		25.1	3.69			2,338.2		21.3		3.63
Real estate - construction		570.6		5.1	3.54			448.9		3.7		3.29
Real estate - residential		3,846.8		39.2	4.04			3,571.3		36.4		4.06
Consumer		1,546.9		21.0	5.39			1,467.0		20.5		5.55
Lease financing		177.9		1.3	2.91			188.2		1.3		2.84
Total Loans and Leases		12,115.0		119.0	3.90			11,261.7		106.9		3.78
Other Earning Assets		29.5		0.1	1.22			—		—		—
Total Earning Assets (2)		17,867.0		145.3	3.23			17,029.0		129.3		3.02
Cash and Due from Banks		324.0						357.1
Other Assets		1,918.1						1,928.6
Total Assets	$	20,109.1					$	19,314.7

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	4,505.1	$	1.1	0.10	%	$	4,416.4	$	0.6		0.06	%
Money Market		2,607.7		0.9	0.13			2,549.3		0.6		0.10
Time		4,208.0		10.0	0.94			3,776.6		5.4		0.57
Total Interest-Bearing Deposits		11,320.8		12.0	0.42			10,742.3		6.6		0.25
Short-Term Borrowings		0.8		—	0.91			18.5		—		0.42
Total Interest-Bearing Liabilities		11,321.6		12.0	0.42			10,760.8		6.6		0.25
Net Interest Income			$	133.3					$	122.7
Interest Rate Spread					2.81	%						2.77	%
Net Interest Margin					2.96	%						2.87	%
Noninterest-Bearing Demand Deposits		5,844.6						5,649.8
Other Liabilities		378.3						398.0
Stockholders' Equity		2,564.6						2,506.1
Total Liabilities and Stockholders' Equity	$	20,109.1					$	19,314.7


Analysis of Change in Net Interest Income						Table 5
	Three Months Ended September 30, 2017
	Compared to September 30, 2016
(dollars in millions)	Volume		Rate		Total (1)
Change in Interest Income:
Interest-Bearing Deposits in Other Banks	$	(0.7)	$	1.4	$	0.7
Available-for-Sale Investment Securities		1.7		1.4		3.1
Loans and Leases
Commercial and industrial		0.2		3.4		3.6
Real estate - commercial		3.3		0.4		3.7
Real estate - construction		1.1		0.3		1.4
Real estate - residential		2.8		—		2.8
Consumer		1.0		(0.5)		0.5
Total Loans and Leases		8.4		3.6		12.0
Other Earning Assets		0.1		—		0.1
Total Change in Interest Income		9.5		6.4		15.9

Change in Interest Expense:
Interest-Bearing Deposits
Savings		—		0.5		0.5
Money Market		—		0.2		0.2
Time		0.7		3.9		4.6
Total Interest-Bearing Deposits		0.7		4.6		5.3
Total Change in Interest Expense		0.7		4.6		5.3
Change in Net Interest Income	$	8.8	$	1.8	$	10.6


Average Balances and Interest Rates												Table 6
	Nine Months Ended							Nine Months Ended
	September 30, 2017							September 30, 2016
	Average		Income/		Yield/			Average		Income/			Yield/
(dollars in millions)	Balance		Expense		Rate			Balance		Expense			Rate
Earning Assets
Interest-Bearing Deposits in Other Banks	$	516.8	$	4.0		1.02	%	$	1,602.3	$	6.1		0.51	%
Available-for-Sale Investment Securities		5,189.7		75.7		1.95			4,304.5		57.1		1.77
Loans and Leases (1)
Commercial and industrial		3,263.3		77.3		3.17			3,200.6		70.3		2.93
Real estate - commercial		2,606.1		71.1		3.65			2,273.3		62.9		3.70
Real estate - construction		514.1		13.1		3.41			425.0		10.4		3.27
Real estate - residential		3,784.5		115.5		4.08			3,525.5		108.9		4.13
Consumer		1,528.8		61.8		5.41			1,441.6		60.4		5.59
Lease financing		172.1		3.6		2.84			189.5		4.1		2.90
Total Loans and Leases		11,868.9		342.4		3.86			11,055.5		317.0		3.83
Other Earning Assets		30.0		0.1		0.62			—		—		—
Total Earning Assets (2)		17,605.4		422.2		3.21			16,962.3		380.2		2.99
Cash and Due from Banks		322.7							320.1
Other Assets		1,930.1							1,903.1
Total Assets	$	19,858.2						$	19,185.5

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	4,500.1	$	2.5		0.08	%	$	4,371.6	$	1.9		0.06	%
Money Market		2,574.0		2.2		0.11			2,410.6		1.7		0.09
Time		4,027.9		23.6		0.78			3,782.2		16.0		0.57
Total Interest-Bearing Deposits		11,102.0		28.3		0.34			10,564.4		19.6		0.25
Short-Term Borrowings		2.1		—		0.68			148.0		0.2		0.16
Total Interest-Bearing Liabilities		11,104.1		28.3		0.34			10,712.4		19.8		0.25
Net Interest Income			$	393.9						$	360.4
Interest Rate Spread						2.87	%						2.74	%
Net Interest Margin						2.99	%						2.84	%
Noninterest-Bearing Demand Deposits		5,848.5							5,514.8
Other Liabilities		378.2							369.7
Stockholders' Equity		2,527.4							2,588.6
Total Liabilities and Stockholders' Equity	$	19,858.2						$	19,185.5


Analysis of Change in Net Interest Income						Table 7
	Nine Months Ended September 30, 2017
	Compared to September 30, 2016
(dollars in millions)	Volume		Rate		Total (1)
Change in Interest Income:
Interest-Bearing Deposits in Other Banks	$	(5.8)	$	3.7	$	(2.1)
Available-for-Sale Investment Securities		12.4		6.1		18.5
Loans and Leases
Commercial and industrial		1.4		5.6		7.0
Real estate - commercial		9.1		(0.9)		8.2
Real estate - construction		2.2		0.5		2.7
Real estate - residential		7.9		(1.3)		6.6
Consumer		3.6		(2.1)		1.5
Lease financing		(0.4)		(0.1)		(0.5)
Total Loans and Leases		23.8		1.7		25.5
Other Earning Assets		0.1		—		0.1
Total Change in Interest Income		30.5		11.5		42.0

Change in Interest Expense:
Interest-Bearing Deposits
Savings		0.1		0.5		0.6
Money Market		0.1		0.4		0.5
Time		1.1		6.5		7.6
Total Interest-Bearing Deposits		1.3		7.4		8.7
Short-Term Borrowings		(0.3)		0.1		(0.2)
Total Change in Interest Expense		1.0		7.5		8.5
Change in Net Interest Income	$	29.5	$	4.0	$	33.5


Noninterest Income							Table 8
	Three Months Ended
	September 30,				Dollar		Percent
(dollars in thousands)	2017		2016		Change		Change
Service charges on deposit accounts	$	9,095	$	9,575	$	(480)	(5)	%
Credit and debit card fees		14,831		14,103		728	5
Other service charges and fees		8,510		8,768		(258)	(3)
Trust and investment services income		7,672		7,508		164	2
Bank-owned life insurance		3,119		7,115		(3,996)	(56)
Investment securities gains, net		—		30		(30)	n.m.
Other		5,308		1,591		3,717	n.m.
Total noninterest income	$	48,535	$	48,690	$	(155)	—	%


Noninterest Income							Table 9
	Nine Months Ended
	September 30,				Dollar			Percent
(dollars in thousands)	2017		2016		Change			Change
Service charges on deposit accounts	$	28,062	$	28,759	$	(697)		(2)	%
Credit and debit card fees		43,467		41,732		1,735		4
Other service charges and fees		25,717		26,909		(1,192)		(4)
Trust and investment services income		22,536		22,236		300		1
Bank-owned life insurance		10,624		13,263		(2,639)		(20)
Investment securities gains, net		—		25,761		(25,761)		n.m.
Other		16,406		9,920		6,486		65
Total noninterest income	$	146,812	$	168,580	$	(21,768)		(13)	%


Noninterest Expense							Table 10
	Three Months Ended
	September 30,					Dollar	Percentage
(dollars in thousands)	2017		2016			Change	Change
Salaries and employee benefits	$	41,579	$	42,106	$	(527)	(1)	%
Contracted services and professional fees		10,834		10,430		404	4
Occupancy		5,844		4,870		974	20
Equipment		4,174		4,192		(18)	—
Regulatory assessment and fees		3,668		3,546		122	3
Advertising and marketing		2,005		1,769		236	13
Card rewards program		4,703		4,512		191	4
Other		10,848		11,379		(531)	(5)
Total noninterest expense	$	83,655	$	82,804	$	851	1	%


Noninterest Expense							Table 11
	Nine Months Ended
	September 30,				Dollar		Percentage
(dollars in thousands)	2017		2016		Change		Change
Salaries and employee benefits	$	128,136	$	128,762	$	(626)	—	%
Contracted services and professional fees		33,530		33,124		406	1
Occupancy		16,188		14,991		1,197	8
Equipment		12,898		12,135		763	6
Regulatory assessment and fees		11,192		8,869		2,323	26
Advertising and marketing		5,255		4,818		437	9
Card rewards program		13,832		10,743		3,089	29
Other		32,204		32,899		(695)	(2)
Total noninterest expense	$	253,235	$	246,341	$	6,894	3	%


Business Segment Net Income								Table 12
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(dollars in thousands)	2017		2016		2017		2016
Retail Banking	$	47,446	$	46,911	$	138,144	$	135,853
Commercial Banking		16,498		17,613		51,387		56,664
Treasury and Other		(5,581)		(11,289)		(17,533)		(18,891)
Total	$	58,363	$	53,235	$	171,998	$	173,626


Investment Securities				Table 13
	September 30,		December 31,
(dollars in thousands)	2017		2016
U.S. Treasury securities	$	396,766	$	392,473
Government-sponsored enterprises debt securities		245,138		242,667
Government agency mortgage-backed securities		159,787		185,663
Government-sponsored enterprises mortgage-backed securities		184,139		204,385
Non-government asset-backed securities		101		12,583
Collateralized mortgage obligations:
Government agency		3,513,904		3,351,822
Government-sponsored enterprises		815,138		687,921
Total available-for-sale securities	$	5,314,973	$	5,077,514